CENTERPOINT ADVISORS INC, S-4, 1999-04-08

CENTERPOINT ADVISORS INC
S-4, 1999-04-08

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<PAGE>

As filed with the Securities and Exchange Commission on April 7, 1999

Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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CENTERPOINT ADVISORS, INC.
(Exact name of registrant as specified in its charter)

Delaware 8700 36-4272852
(State or other
jurisdiction of
incorporation or
organization)
(Primary Standard Industrial Classification Code No.)
(I.R.S. Employer
Identification No.)

225 West Washington Street, 16th Floor, Chicago, Illinois 60606; (312) 578-9600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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Robert C. Basten
President and Chief Executive Officer
225 West Washington Street, 16th Floor
Chicago, Illinois 60606
(312) 578-9600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copies to:
Howard S. Lanznar, Esq.
Marguerite M. Elias, Esq.
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661
(312) 902-5200

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Approximate date of commencement of proposed sale to the public: Upon
consummation of the Mergers described herein.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]

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

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

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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Maximum Amount of
Title of Each Class of Aggregate Registration
Securities to be Registered Offering Price Fee
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<S> <C> <C>
Common Stock....................................... $24,313,000(1) $6,760(1)
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</TABLE>
(1) The registration fee has been calculated pursuant to Rule 457(f)(2) of
Regulation C under the Securities Act of 1933, as amended.

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

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<PAGE>

Joint Information Statement/Prospectus

BERRY, DUNN, MCNEIL & PARKER, CHARTERED
100 Middle Street
Portland, Maine 04104

, 1999

The board of directors of Berry, Dunn, McNeil & Parker, Chartered ("Berry
Dunn") has agreed to merge Berry Dunn with a subsidiary of CenterPoint
Advisors, Inc. ("CenterPoint"). Our merger with CenterPoint is part of a series
of mergers between CenterPoint and other companies. Upon completion of these
merger transactions, CenterPoint will be a leading provider of high quality,
diversified professional, business and financial services and products to a
broad spectrum of middle market clients. Simultaneously with the closing of
these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

Prior to the merger, more than 85% of the outstanding shares of Berry Dunn
will be transferred to BDM&P Holdings, LLC, which will be owned by certain
stockholders of Berry Dunn. The consideration that BDM&P Holdings, LLC, will
receive in the merger will consist of cash and shares of CenterPoint common
stock. The value of the CenterPoint common stock issued in the merger will
depend on the initial public offering price of the CenterPoint common stock.
The merger with CenterPoint is structured so that Berry Dunn will survive,
continuing in its existence as a company organized under the laws of the state
of Maine, as a wholly-owned subsidiary of CenterPoint.

The merger cannot be completed without the approval of holders of more than
two-thirds of Berry Dunn issued and outstanding stock entitled to vote thereon.
The board of directors has called a special meeting of stockholders to vote on
the merger and the related transactions with CenterPoint. Certain stockholders
of Berry Dunn, who collectively own the requisite number of shares to approve
the merger, have entered into an agreement with CenterPoint to vote all of the
Berry Dunn shares owned by them in favor of the merger with CenterPoint. Only
Berry Dunn stockholders of record as of , 1999 are entitled to attend and
vote at the meeting. The date, time, and place of the meeting is as follows:

, 1999

a.m. (local time)

Portland, Maine 04104

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of Berry Dunn
and its stockholders. Your board of directors recommends a vote in favor of the
merger agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

This Joint Information Statement/Prospectus provides detailed information
regarding the merger and the related transactions. We encourage you to read
this entire document carefully including the "Risk Factors" beginning on page
6.

_____________________________________
Charles H. Roscoe
President
Berry, Dunn, McNeil & Parker,
Chartered
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

We will hold a special meeting of stockholders of Berry, Dunn, McNeil &
Parker, Chartered, a Maine professional service corporation ("Berry Dunn"), at
a.m., local time, on , 1999 at , Portland, Maine 04104. At the
meeting, we will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of , 1999
among CenterPoint Advisors, Inc., Berry Dunn Mergersub Inc., Berry Dunn, BDM&P
Holdings, LLC and certain of its members, and the arrangement through which:

. More than 85% of Berry Dunn's shares will be transferred to BDM&P
Holdings, which will be owned by certain stockholders of Berry Dunn;

. Berry Dunn will be converted from a Maine professional service
corporation to a Maine business corporation;

. each outstanding share of Berry Dunn will be converted into the right to
receive cash and shares of common stock of CenterPoint; and

. Berry Dunn will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint. Under the merger agreement, you,
directly or indirectly through BDM&P Holdings, LLC, will receive $ in cash
and shares of CenterPoint common stock for each Berry Dunn share you own.
The value of the CenterPoint common stock issued in the merger will depend on
the initial public offering price of CenterPoint common stock.

Berry Dunn stockholders may dissent by filing a written objection to the
proposed merger with the corporation at or prior to the meeting and by voting
against the merger. A dissenting holder who complies with the requirements of
Sections 908 and 909 of the Maine Business Corporation Act will have the right
to demand payment for, and appraisal of, the value of his or her shares. In the
event that a holder exercises such dissenters' rights, the aggregate
consideration to be received by Berry Dunn stockholders will be reduced by the
number of shares of CenterPoint common stock and amount of cash that such
dissenting security holder would have received in the merger. The shareholders
of Berry Dunn have agreed to indemnify CenterPoint for any costs relating to
any payment with respect to dissenting shares. See "The Merger Agreements--
Dissenters' Rights Regarding the Mergers" in the accompanying Joint Information
Statement/Prospectus.

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of the holders of more than two-thirds of the shares of
Berry Dunn entitled to vote on this matter. If the requisite number of Berry
Dunn stockholders do not approve the agreement, the merger will not be
consummated. In addition, the closing of the Berry Dunn merger is contingent on
the closing of each of the other mergers described in the accompanying Joint
Information Statement/Prospectus.

Certain stockholders of Berry Dunn, who collectively own the requisite
number of shares to approve the merger, have entered into an agreement with
CenterPoint to vote all of the Berry Dunn shares owned by them in favor of the
merger with CenterPoint.

Only stockholders of record at the close of business on , 1999 are
entitled to notice of, and will be entitled to vote at, the meeting or any
postponements or adjournment of the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

_____________________________________
Clerk
Berry, Dunn, McNeil & Parker,
Chartered

Portland, Maine
, 1999
<PAGE>

Joint Information Statement/Prospectus

FOLLMER, RUDZEWICZ & COMPANY, P.C.
26200 American Drive
P.O. Box 5004
Southfield, Michigan 48086-5004

, 1999

The board of directors of Follmer, Rudzewicz & Company, P.C. ("Follmer") has
agreed to merge Follmer with a subsidiary of CenterPoint Advisors, Inc.
("CenterPoint"). Our merger with CenterPoint is part of a series of mergers
between CenterPoint and other companies. Upon completion of these merger
transactions, CenterPoint will be a leading provider of high quality,
diversified professional, business and financial services and products to a
broad spectrum of middle market clients. Simultaneously with the closing of
these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

The consideration you receive in exchange for your ownership interest in
Follmer will consist of cash and shares of CenterPoint. The value of the
CenterPoint common stock issued in the merger will depend on the initial public
offering price for the CenterPoint shares. Our merger with CenterPoint is
structured so that Follmer will survive, continuing in its existence as a
company organized under the laws of the state of Michigan, as a wholly-owned
subsidiary of CenterPoint.

Our merger cannot be completed without the approval of a majority of our
stockholders. The board of directors has called a special meeting of
stockholders to vote on the merger and the related transactions with
CenterPoint. Certain stockholders of Follmer, who collectively own the
requisite number of shares to approve the merger, have entered into an
agreement with CenterPoint to vote all of the Follmer shares owned by them in
favor of the merger with CenterPoint. Only Follmer stockholders of record as of
, 1999 are entitled to attend and vote at the meeting. The date, time, and
place of the meeting is as follows:

, 1999
a.m. (local time)
26200 American Drive
Southfield, Michigan 48086

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of Follmer
and its stockholders. Your board of directors recommends a vote in favor of the
merger agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_________________________________
Secretary
Follmer, Rudzewicz & Company, P.C.
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

We will hold a special meeting of stockholders of Follmer, Rudzewicz &
Company, P.C. ("Follmer"), a Michigan professional corporation, at a.m.,
local time, on , 1999 at 26200 American Dr., Southfield, Michigan 48086-
5004. At the meeting, we will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March ,
1999 between Follmer and CenterPoint Advisors, Inc. and the arrangement through
which:

. each outstanding share of Follmer will be contributed to FRF Holding
LLC, a newly formed limited liability company owned by the Follmer
stockholders;

. Follmer will be converted from a Michigan professional corporation to
a Michigan business corporation;

. each outstanding share of Follmer will be converted into the right to
receive cash and shares of common stock of CenterPoint; and

. Follmer will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint common stock. Under the merger
agreement, FRF Holding LLC will receive $ in cash and shares of
CenterPoint common stock for each share of Follmer it owns. However, the value
of the CenterPoint common stock issued in the merger will depend on the initial
public offering price of the CenterPoint common stock.

Approval of the merger with CenterPoint requires the affirmative vote of the
holders of a majority of the shares of Follmer entitled to vote on this matter.
If the requisite number of Follmer stockholders do not approve the agreement,
the merger will not be consummated. In addition, the closing of the Follmer
merger is contingent on the closing of each of the other mergers described in
the accompanying Joint Information Statement/Prospectus.

After careful consideration, your board of directors has unanimously
approved the merger agreement and the transactions provided for therein and has
concluded that they are in the best interests of Follmer and its stockholders.
Your board of directors recommends a vote in favor of the merger agreement and
the merger with CenterPoint.

Certain stockholders of Follmer, who collectively own the requisite number
of shares to approve the merger, have entered into an agreement with
CenterPoint to vote all of the Follmer shares owned by them in favor of the
merger with CenterPoint.

Only stockholders of record at the close of business on , 1999 are
entitled to notice of, and will be entitled to vote at, the meeting or any
postponements or adjournment of the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

_________________________________
Secretary
Follmer, Rudzewicz & Company, P.C.

Southfield, Michigan
, 1999
<PAGE>

Joint Information Statement/Prospectus

GRACE CAPITAL, LLP
3117 South Big Bend Boulevard
Suite 100
St. Louis, Missouri 63143

, 1999

The Board of Directors of Grace & Company, P.C. ("Grace") has agreed to
merge Grace with CenterPoint Advisors, Inc. ("CenterPoint"). The merger with
CenterPoint is part of a series of mergers between CenterPoint and other
companies. Upon completion of these merger transactions, CenterPoint will be a
leading provider of high quality, diversified professional, business and
financial services and products to a broad spectrum of middle market clients.
Simultaneously with the closing of these merger transactions, CenterPoint
intends to complete an initial public offering of its shares.

The consideration that Grace Capital, LLP ("Grace Capital"), as the sole
stockholder of Grace, will receive in exchange for its shares of Grace common
stock will consist of cash and shares of CenterPoint. The value of the
CenterPoint common stock to be issued in the merger will depend on the initial
public offering price of the CenterPoint common stock. The merger with
CenterPoint is structured so that Grace will survive, continuing in its
existence as a company organized under the laws of the state of Missouri, as a
wholly-owned subsidiary of CenterPoint.

The merger cannot be completed without the approval of Grace Capital, which
in turn requires the approval of the majority of its partnership interests. The
management committee has called a special meeting of partners to vote on the
merger and the related transactions with CenterPoint. Certain partners of Grace
Capital holding the requisite percentage of its partnership interests to
approve the merger have entered into an agreement with CenterPoint to vote in
favor of causing Grace Capital to approve the merger with CenterPoint. Only
Grace Capital partners of record as of , 1999 are entitled to attend and
vote at the meeting. The date, time, and place of the meeting is as follows:

, 1999
a.m. (local time)
3117 South Big Bend Boulevard, Suite 100
St. Louis, Missouri 63143

After careful consideration, your management committee has approved the
merger agreement and the transactions provided for therein and has concluded
that they are in the best interests of Grace Capital and its partners. Your
management committee recommends a vote in favor of the merger agreement and the
merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Wayne J. Grace
Partner
Grace Capital, LLP
<PAGE>

GRACE CAPITAL, LLP

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NOTICE OF SPECIAL MEETING OF PARTNERS

Dear Partners:

We will hold a special meeting of partners of Grace Capital, LLP, a Missouri
limited liability partnership ("Grace Capital"), at a.m., local time, on
, 1999 at 3117 South Big Bend Boulevard, Suite 100, St. Louis, Missouri
63143. At the meeting, we will ask you to vote on:

1. A proposal to cause Grace Capital to approve and adopt the agreement,
dated as of , 1999 among CenterPoint Advisors, Inc., Grace Mergersub Inc.,
Grace & Company, P.C. ("Grace"), Grace Capital and its partners, and the
arrangement through which:

. Grace will be converted from a Missouri professional corporation to a
Missouri business corporation;

. each outstanding share of Grace will be converted into the right to
receive cash and shares of common stock of CenterPoint; and

. Grace will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint common stock. Under the merger
agreement, Grace Capital will receive $ in cash and shares of
CenterPoint common stock for each Grace share you have previously contributed
to Grace Capital. The value of the CenterPoint shares to be issued in the
merger will depend on the initial public offering price of CenterPoint common
stock.

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of Grace Capital which, in turn, requires the affirmative
vote of the holders of a majority of the partnership interests of Grace
Capital. If the requisite number of Grace Capital partners do not vote for
approval of the merger, the merger will not be consummated. In addition, the
closing of the merger is contingent on the closing of each of the other mergers
described in the accompanying Joint Information Statement/Prospectus.

After careful consideration, your management committee has concluded that
the merger agreement with CenterPoint and the transactions provided for therein
are in the best interests of Grace Capital and its partners, and recommends a
vote in favor of the merger agreement and the merger with CenterPoint.

Certain partners of Grace Capital who collectively own the requisite
percentage of its partnership interests to approve the merger have entered into
an agreement with CenterPoint to vote all of their partnership interests in
favor of causing Grace Capital to approve the merger with CenterPoint.

Only partners of record at the close of business on , 1999 are entitled
to notice of, and will be entitled to vote at, the meeting or any postponements
or adjournment of the meeting.

BY THE ORDER OF THE OPERATING
COMMITTEE

_____________________________________
Larry Porschen
Managing Partner
Grace Capital, LLP

St. Louis, Missouri
, 1999
<PAGE>

Joint Information Statement/Prospectus

HOLTHOUSE CARLIN & VAN TRIGT LLP
11845 Olympic Boulevard
Suite 1177
Los Angeles, California 90064

, 1999

The partners of Holthouse Carlin & Van Trigt LLP ("Holthouse" or the
"Partnership") and each of the boards of directors or managers of Holthouse's
partners has agreed to enter into a series of transactions in which each such
Holthouse partner will merge with a wholly-owned subsidiary of CenterPoint
Advisors, Inc. ("CenterPoint"). These mergers with CenterPoint are part of a
series of mergers between CenterPoint and other companies. Upon completion of
these merger transactions, CenterPoint will be a leading provider of high
quality, diversified professional, business and financial services and products
to a broad spectrum of middle market clients. Simultaneously with the closing
of these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

The consideration you receive in exchange for your ownership interests in
the partners of Holthouse will consist of cash and shares of CenterPoint. The
value of the total consideration you receive in the merger will depend on the
price at which the CenterPoint shares are offered to the public in its initial
public offering. These mergers with CenterPoint are structured so that a
successor of Holthouse, a limited liability company organized under the laws of
the state of Delaware, will survive as a wholly-owned subsidiary of
CenterPoint.

These transactions cannot be completed without the approval of more than
two-thirds of our partners and a majority of the shareholders and members of
each of Holthouse's partners. The Partnership and the board of directors or
managers of each of the partners have called a special meeting of partners,
shareholders and members to vote on the merger and the related transactions
with CenterPoint. Certain individuals, who collectively own the requisite
number of the outstanding shares and membership interests of each of
Holthouse's partners to approve the merger, have entered into an agreement with
CenterPoint to vote all of the shares and membership interests owned by them in
favor of the merger with CenterPoint. Only Holthouse partners, and the
shareholders and members of Holthouse's partners, of record as of , 1999 are
entitled to attend and vote at the meeting. The date, time, and place of the
meeting is as follows:

, 1999
a.m. (local time)
11845 Olympic Boulevard
Suite 1177
Los Angeles, California 90064

After careful consideration, the Partnership and the board of directors or
managers of each of Holthouse's partners has unanimously approved the merger
agreement and the transactions provided for therein and has concluded that they
are in the best interests of Holthouse, its partners and the equityholders of
such partners. We recommend a vote in favor of the merger agreement and the
merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
James S. Carlin
Partner
Holthouse Carlin & Van Trigt LLP
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP
PHILIP J. HOLTHOUSE, AN ACCOUNTANCY CORPORATION
JAMES S. CARLIN, AN ACCOUNTANCY CORPORATION
JOHN E. VAN TRIGT, AN ACCOUNTANCY CORPORATION
GREGORY J. HUTCHINS, AN ACCOUNTANCY CORPORATION
BLAKE E. CHRISTIAN, AN ACCOUNTANCY CORPORATION
ZACHARY G. SHUMAN, AN ACCOUNTANCY CORPORATION
WILLIAM WARBURTON, AN ACCOUNTANCY CORPORATION
J. PASS LLC

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NOTICE OF SPECIAL JOINT MEETING OF

PARTNERS, STOCKHOLDERS AND MEMBER

Dear Partners, Stockholders and Member:

We will hold a special meeting of (1) partners of Holthouse Carlin & Van
Trigt LLP, a California limited liability partnership ("Holthouse"), and (2)
the stockholders and member of each such partner of Holthouse, in each case at
a.m., local time, on , 1999 at 11845 Olympic Boulevard, Suite 1177, Los
Angeles, California 90064. At the meeting, we will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March , 1999
between Holthouse, its corporate partners and each of their respective sole
stockholders, its partner which is and will be a limited liability company and
such company's sole member, and CenterPoint Advisors, Inc. ("CenterPoint") and
the arrangement through which:

. Holthouse will transfer substantially all of its assets to a newly
formed Delaware limited liability company (the "Company");

. the partners of Holthouse will dissolve Holthouse and will receive
allocated interests in the Company (the "Company Interests");

. the partners of Holthouse that are professional corporations (the
"Corporate Partners") will convert into business corporations;

. the partner of Holthouse who is an individual will transfer her interest
in the Company to a newly formed limited liability company (the "LLC
Partner" and, together with the Corporate Partners, the "Partners");

. each Corporate Partner will be merged with and into a wholly-owned
subsidiary of CenterPoint (each a "Mergersub" and collectively, the
"Mergersubs"), with each such Corporate Partner continuing as the
surviving entity;

. the LLC Partner will be merged with and into a newly formed limited
liability company and wholly-owned subsidiary of CenterPoint, Pass
Mergersub, with the LLC Partner continuing as the surviving entity;

. the Corporate Partner stock and the LLC Partner membership interests
will be converted into the right to receive cash and shares of common
stock of CenterPoint; and

. the Partners and the Company will become wholly-owned subsidiaries of
CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the transactions will occur simultaneously with the closing
of the initial public offering of CenterPoint common stock. Under the merger
agreement, the equityholder of each Partner (each a "Seller") will receive
$ in cash and shares of CenterPoint common stock for the Partner stock
or membership interests owned by such Seller. The value of the CenterPoint
shares issued in the merger will depend on the initial public offering price of
the CenterPoint common stock.
<PAGE>

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of the shareholders or members of each of the Partners and
the holders of a majority of the partnership interests of Holthouse entitled to
vote on this matter. If the requisite number of Holthouse partners, or
shareholders and members of such partners, do not approve the agreement, the
merger will not be consummated. In addition, the closing of the Holthouse
merger is contingent on the closing of each of the other mergers described in
the accompanying Joint Information Statement/Prospectus.

After careful consideration, the Partners of Holthouse have unanimously
approved the merger agreement and the transactions provided for therein and
have concluded that they are in the best interests of Holthouse, its Partners
and the equityholders of such Partners. We recommend a vote in favor of the
merger agreement and the merger with CenterPoint.

Certain equityholders of Holthouse, who collectively own the requisite
number of the outstanding shares or membership interests of each of Holthouse's
partners to approve the merger, have entered into an agreement with CenterPoint
to (1) vote, and (2) cause each of the Partners owned by them to vote, all of
the shares and membership interests owned by them in favor of the Merger with
CenterPoint.

Only partners, shareholders and members of record at the close of business
on , 1999 are entitled to notice of, and will be entitled to vote at, the
meeting or any postponements or adjournment of the meeting.

BY ORDER OF THE PARTNERS

_____________________________________
Secretary
Holthouse Carlin & Van Trigt LLP

Los Angeles, California
, 1999
<PAGE>

Joint Information Statement/Prospectus

SELF-FUNDED BENEFITS, INC.,
D/B/A INSURANCE DESIGN ADMINISTRATORS
169 Ramapo Valley Road
Oakland, New Jersey 07436

, 1999

The board of directors of Self-Funded Benefits, Inc., d/b/a Insurance Design
Administrators ("IDA") has agreed to merge IDA with CenterPoint Advisors, Inc.
Our merger with CenterPoint is part of a series of mergers between CenterPoint
and other companies. Upon completion of these merger transactions, CenterPoint
will be a leading provider of high quality, diversified professional, business
and financial services and products to a broad spectrum of middle market
clients. Simultaneously with the closing of these merger transactions,
CenterPoint intends to complete an initial public offering of its shares.

The consideration you receive in exchange for your shares of IDA common
stock will consist of cash and shares of CenterPoint. The value of the
CenterPoint shares issued in the merger will depend on the initial public
offering price of the CenterPoint common stock. Our merger with CenterPoint is
structured so that IDA will survive, continuing in its existence as a company
organized under the laws of the state of New Jersey, as a wholly-owned
subsidiary of CenterPoint.

Our merger cannot be completed without the approval of the holders of a
majority of our outstanding voting common stock. The board of directors has
called a special meeting of stockholders to vote on the merger and the related
transactions with CenterPoint. Certain stockholders of IDA, who collectively
own the requisite number of shares to approve the merger, have entered into an
agreement with CenterPoint to vote all of the IDA shares owned by them in favor
of the merger with CenterPoint. Only IDA stockholders of record as of ,
1999 are entitled to attend and vote at the meeting. The date, time, and place
of the meeting is as follows:

, 1999
a.m. (local time)
169 Ramapo Valley Road
Oakland, New Jersey 07436

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of IDA and
its stockholders. Your board of directors recommends a vote in favor of the
merger agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Robert F. Gallo
Self-Funded Benefits, Inc.
d/b/a/ Insurance Design
Administrators
<PAGE>

SELF-FUNDED BENEFITS, INC.,
D/B/A INSURANCE DESIGN ADMINISTRATORS

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

We will hold a special meeting of stockholders of Self-Funded Benefits,
Inc., d/b/a Insurance Design Administrators, a New Jersey corporation ("IDA"),
at a.m., local time, on , 1999 at 169 Ramapo Valley Road, Oakland, New
Jersey 07436. At the meeting, we will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March , 1999
between IDA and CenterPoint Advisors, Inc. and the arrangement through which:

.a wholly-owned subsidiary of CenterPoint will be merged with and into IDA
with IDA continuing as the surviving corporation;

.each outstanding share of IDA will be converted into the right to receive
cash and shares of common stock of CenterPoint; and

.IDA will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint. Under the merger agreement, you will
receive $ in cash and shares of CenterPoint common stock for each IDA
share you own. The value of the CenterPoint shares issued in the merger will
depend on the initial public offering price of the CenterPoint common stock.

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of the holders of a majority of the shares of IDA entitled
to vote on this matter. If the requisite number of IDA stockholders do not
approve the agreement, the merger will not be consummated. In addition, the
closing of the IDA merger is contingent on the closing of each of the other
mergers described in the accompanying Joint Information Statement/Prospectus.

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of IDA and
its stockholders. Your board of directors recommends a vote in favor of the
merger agreement and the merger with CenterPoint.

Certain stockholders of IDA, who collectively own the requisite number of
shares to approve the merger, have entered into an agreement with CenterPoint
to vote all of the IDA shares owned by them in favor of the merger with
CenterPoint.

Only members of record at the close of business on , 1999 are entitled
to notice of, and will be entitled to vote at, the meeting or any postponements
or adjournment of the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

_________________________________
Secretary
Self-Funded Benefits, Inc.,
d/b/a Insurance Design
Administrators

Oakland, New Jersey
, 1999
<PAGE>

Joint Information Statement/Prospectus

MANN FRANKFORT STEIN & LIPP, P.C.
12 Greenway Plaza
East Greenway Plaza
8th Floor
Houston, Texas 77046

, 1999

The board of directors of Mann Frankfort Stein & Lipp, P.C. ("Mann
Frankfort") has agreed to merge Mann Frankfort with CenterPoint Advisors, Inc.
Our merger with CenterPoint is part of a series of mergers between CenterPoint
and other companies. Upon completion of these merger transactions, CenterPoint
will be a leading provider of high quality, diversified professional, business
and financial services and products to a broad spectrum of middle market
clients. Simultaneously with the closing of these merger transactions,
CenterPoint intends to complete an initial public offering of its shares.

The consideration you receive in exchange for your ownership interest in
Mann Frankfort will consist of cash and shares of CenterPoint. The value of the
CenterPoint shares issued in the merger will depend on the initial public
offering price of the CenterPoint common stock. Our merger with CenterPoint is
structured so that Mann Frankfort will survive as a business corporation
organized under the laws of the state of Texas and as a wholly-owned subsidiary
of CenterPoint.

Our merger cannot be completed without the approval of holders of 80% or
more of our issued and outstanding shares and more than 50% of our total number
of stockholders. The board of directors has called a special meeting of
stockholders to vote on the merger and the related transactions with
CenterPoint. Certain stockholders of Mann Frankfort, who collectively own the
requisite number of shares to approve the merger and constitute more than 50%
of the total number of stockholders, have entered into an agreement with
CenterPoint to vote all of the Mann Frankfort shares owned by them in favor of
the merger with CenterPoint. Only Mann Frankfort stockholders of record as of
, 1999 are entitled to attend and vote at the meeting. The date, time, and
place of the meeting is as follows:

, 1999
a.m. (local time)
12 Greenway Plaza
8th Floor
Houston, Texas 77046

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of Mann
Frankfort and its stockholders. Your board of directors recommends a vote in
favor of the merger agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Milton N. Frankfort
Managing Director, Chairman of the
Board and President
Mann Frankfort Stein & Lipp, P.C.
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

We will hold a special meeting of stockholders of Mann Frankfort Stein &
Lipp, P.C., a Texas professional corporation ("Mann Frankfort"), at 10:00 a.m.,
local time, on , 1999 at 12 Greenway Plaza, 8th Floor, Houston, Texas 77046.
At the meeting, we will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March ,
1999 between Mann Frankfort and CenterPoint Advisors, Inc. and the arrangement
through which:

. Mann Frankfort will be converted from a Texas professional corporation
to a Texas business corporation;

. each outstanding share of Mann Frankfort will be converted into the
right to receive cash and shares of common stock of CenterPoint; and

. Mann Frankfort will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint common stock. Under the merger
agreement, the stockholders of Mann Frankfort will receive an aggregate of $
in cash and shares of CenterPoint common stock for all the outstanding
shares of Mann Frankfort. However, the value of the CenterPoint shares issued
in the merger will depend on the initial public offering price of the
CenterPoint common stock.

Under the Texas Business Corporation Act and the agreement of shareholders
of Mann Frankfort, approval of the merger and related transactions with
CenterPoint requires the approval in writing of the holders owning not less
than 80% of the outstanding shares of Mann Frankfort, plus the written approval
of more than 50% of the number of stockholders entitled to vote on this matter.
If the requisite percentages of outstanding shares and number of stockholders
of Mann Frankfort do not approve the agreement, the merger will not be
consummated. In addition, the closing of the Mann Frankfort merger is
contingent on the closing of each of the other mergers described in the
accompanying Joint Information Statement/Prospectus.

Mann Frankfort stockholders may dissent by voting against the merger. A
dissenting holder who complies with the requirements of Articles 5.11 and 5.12
of the Texas Business Corporation Act will have the right to demand payment
for, and appraisal of, the value of his or her shares. In the event that a
holder exercises such dissenters' rights, the aggregate consideration to be
received by the Mann Frankfort stockholders will be reduced by the number of
shares of CenterPoint common stock and amount of cash that such dissenting
security holder would have received in the merger. Notwithstanding the
foregoing, the exercise of dissenters' rights by one or more holders will have
no effect on the number of shares of CenterPoint common stock and cash
consideration to be received for each share held by non-dissenting security
holders. Under applicable law, no dissenting security holder has any right to
contest the validity of the merger or to have the merger set aside or
rescinded, except in an action to test whether the number of shares or other
interests required to approve the merger have been legally voted in favor of
the merger. The shareholders of Mann Frankfort have agreed to indemnify
CenterPoint for any costs relating to any payment with respect to dissenting
shares. See "The Merger Agreements--Dissenters' Rights Regarding the Mergers"
in the accompanying Joint Information Statement/Prospectus.

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of Mann
Frankfort and its stockholders. Your board of directors recommends a vote in
favor of the merger agreement and the merger with CenterPoint.
<PAGE>

Certain stockholders of Mann Frankfort, who collectively own the requisite
number of shares to approve the merger and constitute more than 50% of the
total number of stockholders, have entered into an agreement with CenterPoint
to vote all of the Mann Frankfort shares owned by them in favor of the merger
with CenterPoint.

Only stockholders of record at the close of business on , 1999 are
entitled to notice of, and will be entitled to vote at, the meeting or any
postponements or adjournment of the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

_____________________________________
Secretary
Mann Frankfort Stein & Lipp, P.C.

Houston, Texas
, 1999
<PAGE>

Joint Information Statement/Prospectus

THE REPPOND COMPANY, INC.
REPPOND ADMINISTRATORS, L.L.C.
VERASOURCE EXCESS RISK LTD.
10900 N.E. 4th Street, Suite 1200
Bellevue, Washington 98004

, 1999

The boards of directors of The Reppond Company, Inc. ("TRC") and VeraSource
Excess Risk Ltd. ("VeraSource") and the managing member of Reppond
Administrators, L.L.C. ("RA") (collectively, "Reppond") have agreed to merge
Reppond with CenterPoint Advisors, Inc. Our merger with CenterPoint is part of
a series of mergers between CenterPoint and other companies. Upon completion of
these merger transactions, CenterPoint will be a leading provider of high
quality, diversified professional, business and financial services and products
to a broad spectrum of middle market clients. Simultaneously with the closing
of these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

The consideration you receive in exchange for your ownership interest in
Reppond will consist of promissory notes and shares of CenterPoint. The value
of the CenterPoint shares issued in the merger will depend on the initial
public offering price of the CenterPoint common stock. Our merger with
CenterPoint is structured so that TRC, VeraSource and RA will survive, as
wholly-owned subsidiaries of CenterPoint.

Our merger cannot be completed without the approvals of a majority of the
stockholders of TRC and VeraSource and members holding a majority of the
ownership interests of RA. The boards of directors of TRC and VeraSource have
called a special meeting of stockholders and the managing member of RA has
called a special meeting of members of RA to vote on the merger and the related
transactions with CenterPoint. Certain equity holders of Reppond, who
collectively own the requisite number of interests to approve the merger, have
entered into an agreement with CenterPoint to vote all of their shares and
ownership interests in favor of the merger with CenterPoint. Only stockholders
and members of record as of , 1999 are entitled to attend and vote at the
meeting. The date, time, and place of the meeting is as follows:

, 1999
a.m. (local time)
10900 N.E. 4th Street
Suite 1200
Bellevue, Washington 98004

After careful consideration, the boards of directors of TRC and VeraSource
and the managing member of RA have unanimously approved the merger agreement
with CenterPoint and the transactions provided for therein and have concluded
that they are in the best interests of Reppond and their respective
stockholders and members. The boards of directors of TRC and VeraSource and the
managing member of RA recommend a vote in favor of the merger agreement and the
merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

This Joint Information Statement/Prospectus provides detailed information
regarding the Merger and the related transactions. We encourage you to read
this entire document carefully including the "Risk Factors" beginning on page
6.

_____________________________________
Ben W. Reppond
The Reppond Company, Inc.
Reppond Administrators, L.L.C.
VeraSource Excess Risk Ltd.
<PAGE>

THE REPPOND COMPANY, INC.
REPPOND ADMINISTRATORS, L.L.C.
VERASOURCE EXCESS RISK LTD.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND MEMBERS

Dear Stockholders and Members:

We will hold a special meeting of stockholders of The Reppond Company, Inc.,
a Washington corporation ("TRC"), VeraSource Excess Risk Ltd., a Washington
corporation ("VeraSource") and members of Reppond Administrators, L.L.C., a
Washington limited liability company ("RA" and together with TRC and
VeraSource, "Reppond"), at a.m., local time, on , 1999 at 10900 N.E.
4th Street, Suite 1200, Bellevue, Washington 98004. At the meeting, we will ask
you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March , 1999
between Reppond and CenterPoint Advisors, Inc. and the arrangement through
which:

. wholly-owned subsidiaries of CenterPoint will be merged with and into
Reppond with Reppond continuing as the surviving entities;

. each outstanding share of TRC and VeraSource and the membership
interests of RA will be converted into the right to receive promissory
notes and shares of common stock of CenterPoint; and

. TRC, VeraSource and RA will become wholly-owned subsidiaries of
CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint common stock. Under the merger
agreement, you will receive $ in promissory notes and shares of
CenterPoint common stock for each share or unit of membership interest you own.
The value of the CenterPoint shares issued in the merger will depend on the
initial public offering price of the CenterPoint common stock.

You may dissent by voting against the merger. A dissenting holder who
complies with the requirements of the Washington Corporation Business Act or
the Washington Limited Liability Company Act, as applicable, will have the
right to demand payment for, and appraisal of, the value of his or her shares
or membership interests. In the event that a holder exercises such dissenters'
rights, the aggregate consideration to be received by the Reppond stockholders
or members will be reduced by the number of shares of CenterPoint common stock
and amount of cash that such dissenting security holder would have received in
the merger. Notwithstanding the foregoing, the exercise of dissenters' rights
by one or more holders will have no effect on the number of shares of
CenterPoint common stock and cash consideration to be received for each share
held by non-dissenting security holders. Under applicable law, no dissenting
security holder has any right to contest the validity of the merger or to have
the merger set aside or rescinded, except in an action to test whether the
number of shares or other interests required to approve the merger have been
legally voted in favor of the merger or unless the merger is fraudulent with
respect to the shareholder or the corporation. The owners of Reppond have
agreed to indemnify CenterPoint for any costs relating to any payment with
respect to dissenting shares. See "The Merger Agreements--Dissenters' Rights
Regarding the Mergers" in the accompanying Joint Information
Statement/Prospectus.

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of the holders of a majority of the shares of TRC and
VeraSource and members holding a majority of the ownership interests of RA
entitled to vote on this matter. If the requisite number of stockholders and
members do not approve the agreement, the merger will not be consummated. In
addition, the closing of the Reppond merger is contingent on the closing of
each of the other mergers described in the accompanying Joint Information
Statement/ Prospectus.
<PAGE>

After careful consideration, the boards of directors of TRC and VeraSource
and the manager of RA have unanimously approved the merger agreement with
CenterPoint and the transactions provided for therein and have concluded that
they are in the best interests of Reppond and their respective stockholders and
members. The boards of directors of TRC and VeraSource and the manager of RA
recommend a vote in favor of the merger agreement and the merger with
CenterPoint.

Certain equity holders of Reppond, who collectively own the requisite number
of interests to approve the merger, have entered into an agreement with
CenterPoint to vote all of their shares and ownership interests in favor of the
merger with CenterPoint.

Only stockholders and members of record at the close of business on ,
1999 are entitled to notice of, and will be entitled to vote at, the meeting or
any postponements or adjournment of the meeting.

BY ORDER OF THE BOARDS OF DIRECTORS

_____________________________________
Secretary
The Reppond Company, Inc.
VeraSource Excess Risk Ltd.

_____________________________________
Managing Member
Reppond Administrators, L.L.C.

Bellevue, Washington
, 1999
<PAGE>

Joint Information Statement/Prospectus

REZNICK FEDDER & SILVERMAN, CERTIFIED PUBLIC ACCOUNTANTS,
A PROFESSIONAL CORPORATION

REZNICK FEDDER & SILVERMAN, C.P.A.s, L.L.C.
4520 East West Highway
Bethesda, Maryland 20814-3319

, 1999

The board of directors of Reznick Fedder & Silverman, Certified Public
Accountants, A Professional Corporation ("Reznick"), has agreed to merge
Reznick with CenterPoint Advisors, Inc. The merger with CenterPoint is part of
a series of mergers between CenterPoint and other companies. Upon completion of
these merger transactions, CenterPoint will be a leading provider of high
quality, diversified professional, business and financial services and products
to a broad spectrum of middle market clients. Simultaneously with the closing
of these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

The consideration that the sole stockholder of Reznick will receive in the
merger will consist of cash and shares of CenterPoint common stock. The value
of the CenterPoint shares issued in the merger will depend on the initial
public offering price of the CenterPoint common stock. The merger with
CenterPoint is structured so that Reznick will survive, continuing in its
existence as a company organized under the laws of the state of Maryland, as a
wholly-owned subsidiary of CenterPoint.

The merger cannot be completed without the approval of Reznick Fedder &
Silverman, C.P.A.s, L.L.C. ("Reznick LLC") which, in turn, requires the
approval of members holding 75% of Reznick LLC's membership interests. Reznick
LLC has called a special meeting of members to vote on the merger and the
related transactions with CenterPoint. Certain members of Reznick LLC, who
collectively own the requisite number of interests to approve the merger, have
entered into an agreement with CenterPoint to vote their membership interests
in favor of causing Reznick LLC to approve the merger with CenterPoint. Only
Reznick LLC members of record as of , 1999 are entitled to attend and vote
at the meeting. The date, time, and place of the meeting is as follows:

, 1999
a.m., local time
4520 East West Highway
Bethesda, Maryland 20814

After careful consideration, the board of directors of Reznick and the
operating committee of Reznick LLC have unanimously approved the merger
agreement with CenterPoint and the transactions provided for therein and has
concluded that they are in the best interests of Reznick, Reznick LLC and its
members. Your board of directors recommends a vote in favor of the merger
agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Reznick Fedder & Silverman,
Certified Public Accountants, A
Professional Corporation
<PAGE>

REZNICK FEDDER & SILVERMAN, CERTIFIED PUBLIC ACCOUNTANTS,
A PROFESSIONAL CORPORATION

REZNICK FEDDER & SILVERMAN, C.P.A.s, L.L.C.

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

NOTICE OF SPECIAL MEETING

Dear Members:

We will hold a special meeting of the members of Reznick Fedder & Silverman,
C.P.A.s, L.L.C., a Maryland limited liability company ("Reznick LLC"), at
a.m., local time, on , 1999 at 4520 East West Highway, Bethesda, Maryland
20814. At the meeting, we will ask you to vote on:

1. A proposal to cause Reznick LLC to approve and adopt the agreement, dated
as of , 1999 among CenterPoint Advisors, Inc. ("CenterPoint"), Reznick
Mergersub Inc., Reznick Fedder & Silverman, Certified Public Accountants, A
Professional Corporation ("Reznick"), Reznick LLC and the members of Reznick
LLC and the arrangement through which:

. Reznick will be converted from a Maryland professional corporation to a
Maryland business corporation;

. each outstanding share of Reznick will be converted into the right to
receive cash and shares of common stock of CenterPoint; and

. Reznick will be become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint. Under the merger agreement, Reznick LLC
will receive $ in cash and shares of CenterPoint common stock for each
Reznick share. The value of the CenterPoint shares issued in the merger will
depend on the initial public offering price of the CenterPoint common stock.

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of Reznick LLC which, in turn, requires the affirmative
vote of the holders of 75% of Reznick LLC's membership interests. If the
requisite number of Reznick LLC members do not vote for approval of the Reznick
merger, the merger will not be consummated. In addition, the closing of the
Reznick merger is contingent on the closing of each of the other mergers
described in the accompanying Joint Information Statement/Prospectus.

After careful consideration, the board of directors of Reznick and the
management committee of Reznick LLC have concluded that the transactions
contemplated in the merger agreement are in the best interests of Reznick and
the members of Reznick LLC and recommends a vote in favor of the merger
agreement and the merger with CenterPoint.

Certain members of Reznick LLC who collectively own the requisite number of
membership interests to approve the merger, have entered into an agreement with
CenterPoint to vote their membership interests in Reznick LLC in favor of the
merger with CenterPoint.

Only members of record at the close of business on , 1999 are entitled
to notice of, and will be entitled to vote at, the meeting or any postponements
or adjournment of the meeting.

REZNICK FEDDER & SILVERMAN,
CERTIFIED PUBLIC ACCOUNTANTS, A
PROFESSIONAL CORPORATION
REZNICK FEDDER & SILVERMAN, C.P.A.s,
L.L.C.

By: _________________________________
<PAGE>

Joint Information Statement/Prospectus

ROBERT F. DRIVER CO., INC.
1620 Fifth Avenue
San Diego, California 92101-2797

, 1999

The board of directors of the Robert F. Driver Co., Inc. ("Driver") has
agreed to merge Driver with CenterPoint Advisors, Inc. Our merger with
CenterPoint is part of a series of mergers between CenterPoint and other
companies. Upon completion of these merger transactions, CenterPoint will be a
leading provider of high quality, diversified professional, business and
financial services and products to a broad spectrum of middle market clients.
Simultaneously with the closing of these merger transactions, CenterPoint
intends to complete an initial public offering of its shares.

The consideration you receive in exchange for your ownership interest in
Driver will consist of cash and shares of CenterPoint. The value of the
CenterPoint shares issued in the merger will depend on the initial public
offering price of the CenterPoint common stock. Our merger with CenterPoint is
structured so that Driver will survive, continuing in its existence as a
company organized under the laws of the state of Delaware, as a wholly-owned
subsidiary of CenterPoint.

Our merger cannot be completed without the approval of a majority of our
stockholders. The board of directors has called a special meeting of
stockholders to vote on the merger and the related transactions with
CenterPoint. Certain stockholders of Driver, who collectively own the requisite
number of shares to approve the merger, have entered into an agreement with
CenterPoint to vote all of the Driver's shares owned by them in favor of the
merger with CenterPoint. Only Driver stockholders of record as of , 1999 are
entitled to attend and vote at the meeting. The date, time, and place of the
meeting is as follows:

, 1999
a.m. (local time)
1620 Fifth Avenue
San Diego, California 92101-2797

After careful consideration, your board of directors has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of Driver and
its stockholders. Your board of directors recommends a vote in favor of the
merger agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Thomas W. Corbett,
Chief Executive Officer
Robert F. Driver Co., Inc.
<PAGE>

ROBERT F. DRIVER CO., INC.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholders:

We will hold a special meeting of stockholders of Robert F. Driver Co.,
Inc., a Delaware Corporation ("Driver"), at a.m., local time, on , 1999
at 1620 Fifth Avenue, San Diego, California 92101-2797. At the meeting, we will
ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March ,
1999 between Driver and CenterPoint Advisors, Inc. and the arrangement through
which:

. a wholly-owned subsidiary of CenterPoint will be merged with and into
Driver with Driver continuing as the surviving corporation;

. each outstanding share of Driver will be converted into the right to
receive cash and shares of common stock of CenterPoint; and

. Driver will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint. Under the merger agreement, you will
receive $ in cash and shares of CenterPoint common stock for each Driver
share you own. The value of the CenterPoint shares issued in the merger will
depend on the initial public offering price of CenterPoint common stock.

Driver stockholders may dissent by voting against the merger. A dissenting
holder who complies with the requirements of either the California Corporations
Code or the Delaware General Corporation Law will have the right to demand
payment for, and appraisal of, the value of his or her shares. In the event
that a holder exercises such dissenters' rights, the aggregate consideration to
be received by the Driver stockholders will be reduced by the number of shares
of CenterPoint common stock and amount of cash that such dissenting security
holder would have received in the merger. Notwithstanding the foregoing, the
exercise of dissenters' rights by one or more holders will have no effect on
the number of shares of CenterPoint common stock and cash consideration to be
received for each share held by non-dissenting security holders. Under
applicable law, no dissenting security holder has any right to contest the
validity of the merger or to have the merger set aside or rescinded, except in
an action to test whether the number of shares or other interests required to
approve the merger have been legally voted in favor of the merger. The
shareholders of Driver have agreed to indemnify CenterPoint for any costs
relating to any payment with respect to dissenting shares. See "The Merger
Agreements--Dissenters' Rights Regarding the Mergers" in the accompanying Joint
Information Statement/Prospectus.

Approval of the merger and related transactions with CenterPoint requires
the affirmative vote of the holders of a majority of the shares of Driver
entitled to vote on this matter. If the requisite number of shareholders do not
approve the agreement, the merger will not be consummated. In addition, the
closing of the Driver merger is contingent on the closing of each of the other
mergers described in the accompanying Joint Information Statement/Prospectus.

After careful consideration, your board of directors has unanimously
approved the merger agreement and the transactions provided for therein and has
concluded that they are in the best interests of Driver and its stockholders.
Your board of directors recommends a vote in favor of the merger agreement and
the merger with CenterPoint.
<PAGE>

Certain stockholders of Driver, who collectively own the requisite number of
shares to approve the merger, have entered into an agreement with CenterPoint
to vote all of the Driver's shares owned by them in favor of the merger with
CenterPoint.

Only stockholders of record at the close of business on , 1999 are
entitled to notice of, and will be entitled to vote at, the meeting or any
postponements or adjournment of the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

_____________________________________
Secretary
Robert F. Driver Co., Inc.

San Diego, California
, 1999
<PAGE>

Joint Information Statement/Prospectus

SIMIONE, SCILLIA, LARROW & DOWLING LLC
555 Long Wharf Drive
12th Floor
New Haven, Connecticut 06511

, 1999

The managers of Simione, Scillia, Larrow & Dowling LLC ("Simione") have
agreed to merge SSLD LLC, its wholly-owned subsidiary, with CenterPoint
Advisors, Inc. Our merger with CenterPoint is part of a series of mergers
between CenterPoint and other companies. Upon completion of these merger
transactions, CenterPoint will be a leading provider of high quality,
diversified professional, business and financial services and products to a
broad spectrum of middle market clients. Simultaneously with the closing of
these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

The consideration Simione receives in exchange for its ownership interest in
SSLD LLC will consist of cash and shares of CenterPoint. The value of the
CenterPoint shares issued in the merger will depend on the initial public
offering price of the CenterPoint common stock. Our merger with CenterPoint is
structured so that a wholly-owned subsidiary of CenterPoint will survive,
continuing in its existence as a limited liability company organized under the
laws of the state of Delaware.

Our merger cannot be completed without the approval of (1) all of our
managers and (2) the affirmative vote of a majority of the membership interests
in SSLD LLC. The managers have called a special meeting of members to vote on
the merger and the related transactions with CenterPoint. Certain members of
Simione, who collectively own the requisite number of membership interests to
approve the merger, have entered into an agreement with CenterPoint to vote
their ballots as managers of Simione and cause the membership interests of SSLD
LLC owned by Simione to be voted in favor of the merger with CenterPoint. Only
Simione members of record as of , 1999 are entitled to attend and vote at
the meeting. The date, time, and place of the meeting is as follows:

, 1999
a.m. (local time)
555 Long Wharf Drive
12th Floor
New Haven, Connecticut 06511

After careful consideration, your managers have unanimously approved the
merger agreement with Simione and the transactions provided for therein and has
concluded that they are in the best interests of Simione and its members. Your
managers recommend a vote in favor of the merger agreement and the merger with
CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Simione, Scillia, Larrow & Dowling
LLC
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

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

NOTICE OF SPECIAL MEETING OF MEMBERS

Dear Members:

We will hold a special meeting of members of Simione, Scillia, Larrow &
Dowling LLC, a Connecticut limited liability company ("Simione"), at a.m.,
local time, on , 1999 at 555 Long Wharf Drive, 12th Floor, New Haven,
Connecticut 06511. At the meeting, we will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March ,
1999 between Simione and CenterPoint Advisors, Inc. ("CenterPoint") and the
arrangement through which:

. SSLD LLC, a Delaware limited liability company (the "Company"), wholly
owned by Simione, will be merged with and into a wholly-owned subsidiary
of CenterPoint ("CenterPoint Mergersub"), with CenterPoint Mergersub
continuing as the surviving company;

. the outstanding interests of the Company will be converted into the
right to receive cash and shares of common stock of CenterPoint; and

. the Company will become a wholly-owned subsidiary of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of the merger will occur simultaneously with the closing of the
initial public offering of CenterPoint common stock. Under the merger
agreement, Simione will receive $ in cash and shares of CenterPoint
common stock. However, the value of the CenterPoint shares issued in the merger
will depend on the initial public offering price of the CenterPoint common
stock.

Approval of the merger and related transactions with CenterPoint requires
(1) under the Connecticut Limited Liability Company Act and the operating
agreement of Simione, the approval of all of the managers of Simione and (2)
under the Delaware Limited Liability Company Act, the affirmative vote of the
holders of a majority of the interests of the Company entitled to vote on this
matter. If the requisite number of managers of Simione and members of the
Company do not approve the agreement, the merger will not be consummated. In
addition, the closing of the Simione merger is contingent on the closing of
each of the other mergers described in the accompanying Joint Information
Statement/Prospectus.

After careful consideration, your managers have unanimously approved the
merger agreement with CenterPoint and the transactions provided for therein and
have concluded that they are in the best interests of Simione and its members.
Your managers recommend a vote in favor of the merger agreement and the merger
with CenterPoint.

Certain members of Simione, who collectively own the requisite number of
membership interests to approve the merger, have entered into an agreement with
CenterPoint to vote their ballots as managers of Simione and cause the
membership interests of the Company owned by Simione be voted in favor of the
Merger with CenterPoint.

Only members of record at the close of business on , 1999 are entitled
to notice of, and will be entitled to vote at, the meeting or any postponements
or adjournment of the meeting.

BY ORDER OF THE MANAGERS

_____________________________________
Secretary
Simione, Scillia, Larrow & Dowling
LLC

New Haven, Connecticut
, 1999
<PAGE>

Joint Information Statement/Prospectus

URBACH KAHN & WERLIN PC
66 State Street
Albany, New York 12207

, 1999

The executive committee of Urbach Kahn & Werlin PC ("Urbach") has agreed to
merge with CenterPoint Advisors, Inc. Our merger with CenterPoint is part of a
series of mergers between CenterPoint and other companies. Upon completion of
these merger transactions, CenterPoint will be a leading provider of high
quality, diversified professional, business and financial services and products
to a broad spectrum of middle market clients. Simultaneously with the closing
of these merger transactions, CenterPoint intends to complete an initial public
offering of its shares.

The consideration you receive in exchange for your ownership interest in
Urbach will consist of cash and shares of CenterPoint. The value of the
CenterPoint shares issued in the merger will depend on the initial public
offering price of the CenterPoint common stock. Our merger with CenterPoint is
structured so that Urbach will survive as a company organized under the laws of
the Commonwealth of Massachusetts, as a wholly-owned subsidiary of CenterPoint.

Our merger cannot be completed without the approval of the holders of two
thirds of Urbach's issued and outstanding shares. The executive committee has
called a special meeting of stockholders to vote on the merger and the related
transactions with CenterPoint. Certain stockholders of Urbach, who collectively
own the requisite number of shares to approve the merger, have entered into an
agreement with CenterPoint to vote all of the Urbach shares owned by them in
favor of the merger agreement and the series of transactions that will
ultimately result in a merger with CenterPoint. Only Urbach stockholders of
record as of , 1999 are entitled to attend and vote at the meeting. The
date, time, and place of the meeting is as follows:

, 1999
a.m. (local time)
66 State Street
Albany, New York 12207

After careful consideration, your executive committee has unanimously
approved the merger agreement with CenterPoint and the transactions provided
for therein and has concluded that they are in the best interests of Urbach and
its stockholders. Your executive committee recommends a vote in favor of the
merger agreement and the merger with CenterPoint.

We are not asking you for a proxy and you are requested not to send us a
proxy.

_____________________________________
Steven N. Fischer,
Chairman of the Executive Committee
and President
Urbach Kahn & Werlin PC
<PAGE>

URBACH KAHN & WERLIN PC
UKW MANAGEMENT LLC

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

NOTICE OF SPECIAL JOINT MEETING OF
STOCKHOLDERS AND MEMBERS

Dear Stockholders and Members:

We will hold a special joint meeting of stockholders of Urbach Kahn & Werlin
PC ("Urbach"), a New York professional corporation, and the members of UKW
Management LLC, a Delaware limited liability company, at a.m., local time,
on , 1999 at 66 State Street, Albany, New York 12207. At the meeting, we
will ask you to vote on:

1. A proposal to approve and adopt the agreement, dated as of March , 1999
between Urbach and CenterPoint Advisors, Inc. and the arrangement through
which:

. Urbach will merge with and into Urbach, Kahn & Werlin, P.C., a
Massachusetts professional corporation. In this merger, the surviving
professional corporation will be converted into a Massachusetts business
corporation;

. Immediately following this first-step merger, the outstanding capital
stock of the Massachusetts professional corporation received in such
merger will be exchanged for proportional membership interests in UKW
Management such that UKW Management will be the sole shareholder of the
Massachusetts business corporation;

. Following the exchange, a wholly-owned subsidiary of CenterPoint will be
merged with and into the Massachusetts business corporation with the
Massachusetts business corporation surviving as a wholly-owned
subsidiary of CenterPoint; and

. In this second-step merger of the Massachusetts business corporation and
CenterPoint's merger subsidiary, each outstanding share of the
Massachusetts business corporation will be converted into the right to
receive cash and shares of common stock of CenterPoint.

2. Such other business as may properly come before the meeting or any
postponement or adjournment of the meeting.

The closing of these mergers and the exchange will occur simultaneously with
the closing of the initial public offering of CenterPoint common stock. Under
the second-step merger described in the merger agreement, UKW Management, as
the sole shareholder of the Massachusetts business corporation, will receive an
aggregate of $ in cash and shares of CenterPoint common stock for all of
the shares of the Massachusetts business corporation. However, the value of the
CenterPoint shares issued in the merger will depend on the initial public
offering price of CenterPoint common stock.

Urbach stockholders may dissent from the first-step merger by voting against
the merger. A dissenting holder who complies with the requirements of Section
910 of the New York Business Corporation Law will have the right to demand
payment for, and appraisal of, the value of his or her shares. In the event
that a holder exercises such dissenters' rights, the aggregate consideration to
be received by the Urbach stockholders will be reduced by the number of shares
of CenterPoint common stock and amount of cash that such dissenting security
holder would have received in the merger. Notwithstanding the foregoing, the
exercise of dissenters' rights by one or more holders will have no effect on
the number of shares of CenterPoint common stock and cash consideration to be
received for each share held by non-dissenting security holders. Under
applicable law, no dissenting security holder has any right to contest the
validity of the merger or to have the merger set aside or rescinded, except in
an action to test whether the number of shares or other interests required to
approve the merger have been legally voted in favor of the merger. The
shareholders of Urbach have agreed to indemnify CenterPoint for any costs
relating to any payment with respect to dissenting shares. See "The Merger
Agreements--Dissenters' Rights Regarding the Mergers" in the accompanying Joint
Information Statement/Prospectus.
<PAGE>

Approval of these mergers, the exchange and related transactions with
CenterPoint requires (i) for the first-step merger under the New York Business
Corporation Law and the exchange, the affirmative vote of the holders of 66 %
of the shares of Urbach entitled to vote on this matter and (ii) for the
second-step merger under the Massachusetts Business Corporation Law, the
affirmative vote of the holders of 66 % of the membership interests of UKW
Management, as the sole stockholder of the Massachusetts corporation entitled
to vote on this matter. If the requisite number of Urbach stockholders and UKW
Management members do not approve the agreement, the exchange and the mergers
will not be consummated. In addition, the closing of the mergers and the
exchange is contingent on the closing of each of the other mergers described in
the accompanying Joint Information Statement/Prospectus.

After careful consideration, each of the executive committee of Urbach and
the operating committee of UKW Management has unanimously approved the merger
agreements and the exchange agreement and the transactions provided for therein
and have concluded that they are in the best interests of Urbach and its
Stockholders and UKW Management and its members. Each of the executive
committee of Urbach and the operating committee of UKW Management recommends a
vote in favor of the merger agreement and the exchange and merger with
CenterPoint.

Certain stockholders of Urbach, who collectively own the requisite number of
shares to approve the merger, have entered into an agreement with CenterPoint
to vote all of the Urbach shares owned by them in favor of the merger agreement
and the series of transactions that will ultimately result in a merger with
CenterPoint.

Only stockholders and members of record at the close of business on ,
1999 are entitled to notice of, and will be entitled to vote at, the meeting or
any postponements or adjournment of the meeting.

BY ORDER OF THE EXECUTIVE COMMITTEE

_____________________________________
Secretary
Urbach Kahn & Werlin PC

BY ORDER OF THE OPERATING COMMITTEE

_____________________________________
Secretary
UKW Management LLC

Albany, New York
, 1999
<PAGE>

CENTERPOINT ADVISORS, INC.

PROSPECTUS

For Shares of Common Stock

JOINT INFORMATION STATEMENT
FOR THE ENTITIES LISTED BELOW

This Joint Information Statement/Prospectus is provided in connection with
the meetings of the security holders of the following entities for the purpose
of approving a merger with CenterPoint Advisors, Inc.:

(1) Berry, Dunn, McNeil & Parker, Chartered, a Maine professional service
corporation ("Berry Dunn").

(2) Follmer, Rudzewicz & Company, P.C., a Michigan professional corporation
("Follmer").

(3) Grace & Company, P.C., a Missouri professional corporation ("Grace").

(4) Holthouse Carlin & Van Trigt LLP, a California limited liability
partnership ("Holthouse").

(5) Self Funded Benefits, Inc., d/b/a Insurance Design Administrators, a
New Jersey corporation ("IDA").

(6) Mann Frankfort Stein & Lipp, P.C., a Texas professional corporation
("Mann Frankfort").

(7) Reppond, which includes three related entities ("Reppond"):

(a) The Reppond Company Inc., a Washington corporation ("TRC");

(b) Reppond Administrators, L.L.C., a Washington limited liability
company ("RA"); and

(8) Reznick Fedder & Silverman, Certified Public Accountants, A
Professional Corporation, a Maryland professional corporation
("Reznick").

(9) Robert F. Driver Co., Inc., a Delaware corporation ("Driver").

(10) Simione, Scillia, Larrow & Dowling LLC, a Connecticut limited
liability company ("Simione").

(11) Urbach Kahn & Werlin PC, a New York professional corporation
("Urbach").

The mergers of the above listed entities with CenterPoint and the
CenterPoint securities to be issued in the mergers involve risks which are
described in "Risk Factors," beginning on page 5.

This Joint Information Statement/Prospectus also constitutes the prospectus
under the Securities Act of 1933 for an aggregate of shares of CenterPoint
common stock issuable in the mergers with the CenterPoint Companies.

The value of the CenterPoint common stock to be received by you, directly or
indirectly, as the case may be, will depend on the initial public offering
price of the CenterPoint common stock. A condition to closing each of the
mergers is that the initial public offering price of the CenterPoint common
stock is not less than $ per share.

No fractional shares of CenterPoint common stock will be issued. If you are
otherwise entitled to receive a fractional share of CenterPoint common stock
upon consummation of a merger, you will receive cash, without interest, instead
in an amount equal to your proportionate interest in a share of CenterPoint
common stock multiplied by the initial public offering price of CenterPoint
common stock. See "The Merger Agreements--Conversion of Shares in the Mergers."

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these Mergers or the securities to be
issued in the Mergers or determined if this Joint Information
Statement/Prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

The date of this Joint Information Statement/Prospectus is , 1999.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Questions and Answers About the CenterPoint Mergers With the CenterPoint
Companies................................................................ ii

Summary................................................................... 1

Risk Factors.............................................................. 6

Forward-looking Statements................................................ 15

The Meetings.............................................................. 16

Approval of the Mergers and Related Transactions.......................... 22

The Merger Agreements..................................................... 29

CenterPoint Selected Financial Data....................................... 45

CenterPoint Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................ 47

Industry Overview......................................................... 53

Business of CenterPoint After the Mergers................................. 55

CenterPoint Management.................................................... 66

Certain Transactions...................................................... 74

Information Regarding the CenterPoint Companies........................... 79

Description of CenterPoint Capital Stock.................................. 106

Comparison of Rights of Security Holders of CenterPoint and the
CenterPoint Companies.................................................... 108

Security Ownership of Management and Principal Stockholders of
CenterPoint.............................................................. 141

Experts................................................................... 142

Legal Matters............................................................. 142

Where You Can Find More Information....................................... 143

Index to Financial Statements............................................. F-1

<CAPTION>
Appendices

<S> <C>
A California Dissenters' Rights Statute (CCC Sections 1300 to 1304)...... A-1

B Delaware Dissenters' Rights Statute (DGCL Section 262)................. B-1

C Washington Dissenters' Rights Statute (WBCA Section 23B.13.020 and
WLLCA Section 25.15.430)............................................... C-1
</TABLE>

i
<PAGE>

QUESTIONS AND ANSWERS ABOUT THE CENTERPOINT MERGERS WITH THE CENTERPOINT
COMPANIES

Q: Why are CenterPoint and the CenterPoint Companies proposing these
arrangements?

A: CenterPoint and the CenterPoint Companies believe that the complementary
nature of our respective businesses creates a combination which is more
valuable to clients and owners than the sum of our individual parts. We note
that achieving these anticipated benefits is subject to certain risks
discussed on pages 6 to 15. To review the reasons for the arrangement in
greater detail, and related uncertainties, see pages 23 to 24.

Q: How will I benefit?

A: We believe that the owners of each of the CenterPoint Companies will benefit
by being owners of a company that is better able to compete effectively in
its evolving market environment than as a stand-alone entity.

Q: Should I send in my certificate now?

A: No. Where necessary, after the arrangement is completed, we will send
security holders of each CenterPoint Company written instructions for
exchanging the certificates evidencing their ownership interests.

Q: Please explain the consideration I will receive for my ownership interest.

A: Security holders of the CenterPoint Companies will receive, directly or
indirectly, shares of CenterPoint common stock and cash in exchange for
their ownership interests. Please see the notice of meeting applicable to
you. We will not issue fractional shares. Security holders who would
otherwise be entitled to receive a fractional share will instead receive
cash based on the initial public offering price of the fractional share of
CenterPoint common stock.

Q: When do you expect the Mergers to be completed?

A: We expect to complete the Mergers by mid 1999.

Q: What are the tax consequences of the arrangement?

A: The Mergers are structured so that the receipt of CenterPoint common stock
as consideration will be tax-free pursuant to Section 351 of the Internal
Revenue Code of 1986 and the cash to be received will result in capital gain
or loss recognition.

Q: What will happen if the requisite number of security holders of my company
don't vote in favor of the Merger?

A: Your company will continue to exist as a stand-alone company. There can be
no assurance that your company, standing alone, would have the expertise,
capital or technology to offer a full range of diversified professional,
business and financial services and products, which we believe is necessary
to compete effectively in the market. The holders of the requisite amount of
ownership interests in each CenterPoint Company sufficient to approve the
applicable merger have entered into voting agreements to vote their
ownership interests in favor of the applicable merger.

Q: Am I entitled to appraisal or dissenters' rights?

A: You may be entitled to dissenters' rights. Please see pages 34 to 44 for a
description of the rights afforded by the laws of the state in which your
company is organized.

Q: Who can I call with questions?

A: If you have any questions about the Merger Agreement or the Merger and
related transactions, please call .

ii
<PAGE>

SUMMARY

For your convenience, we have provided a brief summary of certain
information contained in this Joint Information Statement/Prospectus. The
summary highlights selected information from this document and does not
contain all of the information that is important to you. To understand the
Mergers fully and for a more complete description of the legal terms of the
Mergers, you should read carefully this entire document and the documents we
have referred you to.

CenterPoint will acquire, in eleven separate transactions (the "Mergers"),
eleven companies that collectively provide professional, business and
financial services and products. These eleven companies are referred to as the
"CenterPoint Companies." Unless the context indicates otherwise, all
references to "CenterPoint" in this prospectus mean CenterPoint Advisors, Inc.
and the CenterPoint Companies after the Mergers.

This summary highlights selected information from this prospectus and may
not contain all of the information that may be important to you. You should
read the entire prospectus carefully, including the financial data and related
notes, before you decide whether to invest in CenterPoint. Unless stated
otherwise, all financial information and share and per share data in this
prospectus (1) have been adjusted to give effect to the Mergers, (2) give
effect to the approximate -for-1 stock split that will occur prior to
CenterPoint's initial public offering (the "IPO") and (3) assume that the
underwriters' over-allotment option is not exercised in the IPO.

CenterPoint and the CenterPoint Companies

CenterPoint was recently formed to acquire the CenterPoint Companies in
order to create a leading provider of diversified professional, business and
financial services and products to a broad spectrum of middle market clients.
CenterPoint's goal is to build national practices that provide clients with
personalized, local service backed by the depth, resources and expert
capabilities of a diversified, national firm. CenterPoint was created to
respond to the complex needs of middle-market clients by providing
comprehensive and effective solutions through an integrated network of expert
advisors. CenterPoint has assembled a group of founding companies with
distinct expert capabilities, reputations for quality, effective leadership
and strong "trusted advisor" relationships with clients. The CenterPoint
Companies are well-established in their markets, having been in business an
average of 27 years. On a pro forma combined basis, the revenues of the
CenterPoint Companies increased from $144.8 million in 1996 to $201.0 million
in 1998, representing a compound annual growth rate of 17.8%.

Upon completion of the Mergers, CenterPoint will offer a wide range of
consulting, accounting, tax and related professional services and products, as
well as complementary business and financial services and products, including
insurance brokerage and employee benefits design and administration.

The principal executive office of CenterPoint is:

CenterPoint Advisors, Inc.
225 West Washington Street, 16th Floor
Chicago, Illinois 60606

The principal executive office of each CenterPoint Company is as follows:

Berry, Dunn, McNeil & Parker, Chartered
100 Middle Street
Portland, Maine 04104
(207) 775-2387

Follmer, Rudzewicz & Company, P.C.
12900 Hall Road, Suite 500
Sterling Heights, Michigan 48313
(810) 254-1040

Grace & Company, P.C.
3117 South Big Bend Boulevard
Suite 100
St. Louis, Missouri 63143
(314) 615-1200

Holthouse Carlin & Van Trigt LLP
11845 West Olympic Boulevard
Suite 1177
Los Angeles, California 90064
(310) 477-5551

1
<PAGE>

Self Funded Benefits, Inc.,
d/b/a Insurance Design Administration
169 Ramapo Valley Road
Oakland, New Jersey 07436
(201) 337-0007

Mann Frankfort Stein & Lipp, P.C.
12 Greenway Plaza
8th Floor
Houston, Texas 77046
(800) 949-1706

The Reppond Company, Inc.
Reppond Administrators, L.L.C.
VeraSource Excess Risk Ltd.
10900 N.E. 4th Street
Suite 1200
Bellevue, Washington 98004
(425) 451-8000

Reznick Fedder & Silverman,
Certified Public Accountants, A
Professional Corporation
4520 East West Highway
Bethesda, Maryland 20814-3319
(301) 652-9100

Robert F. Driver Co., Inc.
1620 Fifth Avenue
San Diego, California 92101
(619) 238-1828

Simione, Scillia, Larrow & Dowling LLC
555 Long Wharf Drive
12th Floor
New Haven, Connecticut 06511
(203) 777-1099

Urbach Kahn & Werlin PC
66 State Street
Albany, New York 12207
(518) 449-3166

Special Meetings of the Security Holders of the CenterPoint Companies

Each CenterPoint Company will hold a special meeting, at which its security
holders will be asked to consider and vote on a proposal to approve a Merger
Agreement and its Merger with CenterPoint. Details on the time, place and date
of each special meeting, the record date for the determination of who is
entitled to vote, the number of votes required and quorum requirements are
given at pages 16 to 22.

CenterPoint's Reasons for the Mergers

We believe that certain industry trends have created a significant
opportunity for a company that provides high quality, diversified professional,
business and financial services and products to middle market clients.

To review the reasons for the Mergers in greater detail, as well as related
uncertainties, see pages 23 through 24.

Recommendations to Security Holders

The board of directors or other governing board of each CenterPoint Company
has unanimously approved its Merger Agreement with Centerpoint, and recommends
that the security holders of its CenterPoint Company approve the Merger.

The Mergers

The Merger Agreement for each Merger has been filed as an exhibit to
CenterPoint's registration statement on Form S-4. We encourage you to read the
Merger Agreement applicable to you, as it is the legal document that governs
your Merger.

Conditions to the Mergers

The completion of the Mergers depends upon meeting a number of conditions
including:

. The SEC must declare CenterPoint's registration statements on Form S-1
and Form S-4 effective;

. The security holders of each CenterPoint Company must approve its Merger
Agreement and Merger; and

. All of the Mergers and the IPO must close simultaneously.

Termination

Either CenterPoint or any CenterPoint Company may terminate its Merger
Agreement if the Merger is not completed by August 31, 1999, and in certain
other circumstances. See page 33.

2
<PAGE>

Expenses; Fees

In general, the fees and expenses incurred in connection with each Merger
Agreement will be paid by the party incurring the expenses, whether or not the
Merger is completed. CenterPoint will pay the fees and expenses associated with
its IPO and this Joint Information Statement/Prospectus, whether or not the IPO
is completed.

Interests of Certain Persons in the Mergers

In considering the recommendation of your CenterPoint Company board of
directors or other governing board with respect to the Merger Agreement and the
Merger, you should be aware that certain managers and directors have interests
in the Mergers that are in addition to those of the CenterPoint Companies
security holders generally. See pages 24 through 27.

Dissenters' Rights Regarding the Mergers

You may be entitled to dissenters' rights with respect to the Merger
applicable to you under state law. See pages 34 to 44.

Certain Income Tax Considerations

No gain or loss for U.S. federal income tax purposes will be recognized by a
CenterPoint Company security holder with respect to shares of CenterPoint
common stock received in exchange for his or her CenterPoint Company shares or
interests. Such CenterPoint Company security holder receiving cash will
recognize taxable income to the extent described on page 27.

Accounting Treatment

The Mergers will be recorded by CenterPoint under the purchase accounting
method.

Risk Factors

The Mergers and an investment in the stock of CenterPoint involve certain
risks and uncertainties, including risks related to the differences between
CenterPoint Companies securities and CenterPoint stock, risks related to the
integration of our companies, and risks related to our respective businesses.
To review these and other risks and uncertainties in greater detail, see pages
6 through 15.

3
<PAGE>

Summary Unaudited Pro Forma Combined Financial Data
(in thousands, except share and per share data)

CenterPoint will acquire the CenterPoint Companies simultaneously with the
closing of the IPO. For financial statement presentation purposes, CenterPoint
has been identified as the "accounting acquiror." The following summary
unaudited pro forma combined financial data present certain data for
CenterPoint, as adjusted for: (1) the completion of the Mergers; (2) certain
pro forma adjustments to the historical financial statements; and (3) the
completion of, and the application of the estimated net proceeds from, the IPO,
at an assumed initial public offering price of $ per share. You should read
this data together with the unaudited pro forma combined financial statements
and the related notes included elsewhere in this prospectus.

<TABLE>
<CAPTION>
Pro Forma Combined
Year Ended
December 31, 1998
------------------
<S> <C>
Statement of Operations Data (1):
Revenues:
Professional services................................... $152,351
Business and financial services......................... 53,128
--------
Total revenues........................................ 205,479
Expenses:
Professional services compensation and related costs
(2).................................................... 95,283
Business and financial services compensation and related
costs (2).............................................. 35,358
Other operating expenses (3)............................ 39,188
Depreciation and amortization (4)....................... 10,783
--------
Income from operations.................................... 24,867
Other income, net (5)..................................... 1,495
--------
Income before income taxes................................ 26,362
Provision for income taxes (6)............................ 12,887
--------
Net income................................................ $ 13,475
========
Net income per share, basic and diluted...................
========
Shares used in computing net income per share (7).........
========
</TABLE>

<TABLE>
<CAPTION>
Pro Forma
Combined As
Adjusted
December 31,
1998
------------
<S> <C>
Balance Sheet Data (8):
Working capital.................................................. $ 18,729
Total assets..................................................... 305,340
Total long-term debt, net of current portion..................... --
Stockholders' equity............................................. 264,810
</TABLE>
- --------

(1) The pro forma combined statement of operations data assume that the Mergers
and the IPO were completed on January 1, 1998. These data do not
necessarily indicate the results CenterPoint would have achieved had the
IPO and Mergers actually occurred on that date and should not be viewed as
representative of future operating results.

4
<PAGE>

(2) The pro forma combined statement of operations data include an aggregate of
approximately $22.1 million in pro forma reductions in compensation and
benefits to certain owners and employees of the CenterPoint Companies.
These individuals have agreed to these reductions in employment and
incentive compensation agreements which will take effect upon completion of
the IPO (the "Compensation Differential").

(3) Reflects the reduction in other operating expenses of $281,000 related to
signing bonuses and a non-recurring stock compensation charge for
management of CenterPoint, net of prospective compensation to management of
CenterPoint as agreed to in employment agreements.

(4) Includes the amortization of $234.2 million of goodwill to be recorded as a
result of the Mergers over a 40-year period and computed on the basis
described in the notes to the unaudited pro forma combined financial
statements.

(5) Reflects a reduction of net interest expense of $2.2 million associated
with long-term debt to be repaid from the proceeds of the IPO or retained
by the owners of the CenterPoint Companies.

(6) Assumes all income is subject to a corporate income tax rate of 40% and
assumes all goodwill is non-deductible.

(7) Includes (a) 12,569,367 shares to be issued to the owners and employees of
the CenterPoint Companies in the Mergers; (b) 3,681,309 shares held by
initial investors and management of CenterPoint; and (c) of the
shares of common stock sold in the IPO, net of underwriting
discounts, necessary to pay the cash portion of the Merger consideration,
to repay certain indebtedness of the CenterPoint Companies and to pay
estimated expenses of the offering.

(8) The pro forma combined balance sheet data (a) assume that the Mergers were
completed on December 31, 1998, and (b) are adjusted to reflect the sale of
the shares of common stock offered by, and the application of
the estimated net proceeds from, the IPO, at an assumed initial public
offering price of $ per share, after which time a total of
shares will be outstanding. The balance sheet data are not necessarily
indicative of the financial position that would have been achieved had
these events actually occurred on that date and should not be viewed as
representative of CenterPoint's future financial position.

5
<PAGE>

RISK FACTORS

You should consider the following risk factors in evaluating whether to
approve and adopt the Merger Agreement applicable to you and thereby become a
holder of CenterPoint common stock. You should consider these factors together
with the other information contained in this Joint Information
Statement/Prospectus.

CenterPoint has no operating history

CenterPoint was formed in November 1998 to acquire the CenterPoint Companies
and integrate and operate their existing businesses (other than certain attest
services which will not be provided by CenterPoint as described under "--
Regulation of the accounting profession could have a material adverse effect on
CenterPoint's business"). Until the closing of the offering, CenterPoint will
conduct no operations and generate no revenues. The pro forma financial results
presented in this prospectus do not necessarily indicate actual results which
might have occurred if the operations and management teams of the CenterPoint
Companies had been combined during the periods presented. In addition, these
pro forma results are not representative of future results that will be
reported on a consolidated basis. CenterPoint cannot guarantee that its
operating results will equal or exceed the combined historical operating
results of the CenterPoint Companies prior to the offering. Unless the
financial benefits resulting from the combination of the CenterPoint Companies
exceed the incremental corporate overhead, CenterPoint's results as a combined
company will fall short of the combined historical operating results of the
CenterPoint Companies. See "CenterPoint Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Failure to integrate successfully the CenterPoint Companies could materially
and adversely affect CenterPoint

CenterPoint's success will depend, in part, on its ability to integrate
successfully the operations of the CenterPoint Companies. Each CenterPoint
Company has operated, and until the Mergers will operate, independently. In
addition, a number of the CenterPoint Companies offer different services,
utilize different internal accounting policies and procedures, employ different
technologies and computer operating systems and target different geographic
markets and client segments. At the time of the offering, CenterPoint will not
have a fully integrated financial reporting system. CenterPoint intends to
develop programs and processes that will promote cooperation and the sharing of
opportunities and resources among the CenterPoint Companies, and also intends
to centralize certain functions to achieve cost savings. This integration will
require significant management resources, and may distract certain members of
management of the CenterPoint Companies from normal operations. CenterPoint
cannot guarantee that its recently assembled corporate management team will
effectively oversee the combined entity and implement its business, acquisition
or growth strategies. Failure to accomplish the integration quickly and
effectively and uncertainty in the marketplace or customer concern regarding
the impact of the Mergers could have a material adverse effect on CenterPoint's
business, financial condition or results of operations.

CenterPoint's success depends on attracting and retaining qualified personnel

CenterPoint's success and future growth depends on its ability to attract
and retain qualified employees throughout its business. In particular,
competition for qualified accounting professionals, both experienced
professionals and recent college graduates, is intense. Many states have
enacted laws that increase the college credits required for licensing.
CenterPoint believes that these laws may further reduce an already limited
supply of accounting professionals and lead to increased compensation levels.
CenterPoint competes for its employees with many other companies, some of which
have greater financial and other resources. In the future, CenterPoint may have
difficulty recruiting and retaining sufficient numbers of qualified personnel,
which could result in a material decline in revenues. In addition, increased
compensation levels could materially and adversely affect CenterPoint's
financial condition or results of operations.

Regulation of the accounting profession could have a material adverse effect on
CenterPoint's business

Each state has adopted accountancy laws providing for the licensure of
certified public accountants ("CPAs") and granting to licensed CPAs and
accounting firms that are wholly-owned by CPAs the exclusive

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right to undertake certain activities, including issuing reports on financial
statements. In addition, each state has adopted laws, regulations and codes of
ethics which place restrictions upon the activities of licensed CPAs. In recent
years, alternative business structures have been developed in an effort to
permit licensed CPAs and firms to provide a variety of services while complying
with these state regulatory regimes. In addition, certain states are currently
reviewing their laws and regulations pertaining to the accounting profession
and are considering the adoption of certain provisions of the Uniform
Accountancy Act (the "UAA") as proposed in 1997 by the American Institute of
Certified Public Accountants (the "AICPA") and the National Association of
State Boards of Accountancy (the "NASBA"). As proposed, the UAA's definition of
the services that can only be provided by licensed CPAs is more narrow than
that of many current state statutes. In addition, the UAA, as proposed, would
permit partial ownership of licensed accounting firms by non-CPA employees. See
"Business of CenterPoint after the Mergers--Regulation--Accounting Profession."
However, currently there is a lack of uniformity among the state regulatory
regimes.

Current laws, regulations and ethical codes related to the practice of
accountancy pose the following principal risks to CenterPoint:

Restrictions on CenterPoint's Operations. The accountancy laws grant
licensed CPAs and accounting firms that are wholly-owned by CPAs the exclusive
right to practice accountancy. Accordingly, CenterPoint will not render any
services that may not be performed by persons and firms not licensed to
practice accountancy. Such services are defined by most states to include
reports on historical and prospective financial statements, including audits,
compilations and reviews; certain other reports intended to be relied upon by
third parties; advice and opinions regarding accounting principles and auditing
standards; and other attest services, e.g., reports on compliance with laws and
contractual obligations and the adequacy of internal accounting controls. Some
states define regulated services more broadly. For purposes of this prospectus,
the term "attest services" will be used to describe the services that can be
provided only by a licensed CPA or firm under laws and regulations of the
applicable states. Following the Mergers, attest services will continue to be
performed by the CPAs who currently own the CenterPoint Companies. Such CPAs
will provide the attest services through separate firms (the "Attest Firms")
which will be licensed to practice accountancy and in which CenterPoint will
have no ownership interest. Pursuant to services agreements, CenterPoint will
provide, for a fee, professional and other personnel, equipment, office space
and business and administration services necessary for the operation of the
Attest Firms. The services agreements are non-exclusive, and one or more Attest
Firms could choose to contract with entities other than CenterPoint for some or
all of these services. Failure by one or more Attest Firms to use CenterPoint's
services could have a material adverse effect on CenterPoint's revenue
production capabilities. See "Certain Transactions--The Mergers--Ancillary
Agreements with Professional Services Firms and their Affiliates--Services
Agreements." CenterPoint believes that this separate practice structure makes a
successful challenge to its operations unlikely under existing regulatory
regimes in the states in which it currently has material operations and that
this arrangement would comply with the currently proposed provisions of the
UAA, if adopted. However, only four states (New York, Texas, Ohio and Kansas)
have published interpretations that specifically address alternative practice
structures. Each of these four states has issued a ruling recognizing a
separate practice format similar to CenterPoint's as being in compliance with
its laws. Each of these rulings contains conditions to the finding that such
format complies with the applicable state's laws, including conditions related
to the maintenance of the separate attest entity's economic independence,
management autonomy and separate public identity. Some of these conditions vary
among the states. In light of the absence of express authority in most states,
there can be no assurance that CenterPoint's operations will not be
successfully challenged as constituting the illegal practice of accountancy in
one or more states in which CenterPoint operates. Under each of the services
agreements, CenterPoint and the Attest Firm have agreed that if any provision
of the agreement is found to be in violation of applicable laws or regulations,
CenterPoint and the Attest Firm will amend the agreement as necessary to
preserve the underlying economic and financial arrangements without substantial
economic detriment to either party. If the agreement cannot be so amended, it
will terminate. These contractual provisions could limit CenterPoint's
flexibility to modify its operations in response to regulatory issues. A
successful challenge to CenterPoint's separate practice structure could result
in, among other things, a reduction in the operations of or services provided
by CenterPoint or the divestiture by CenterPoint of certain assets, and a
corresponding reduction in its revenues, or termination of or modifications to
one or more of the services agreements in a manner adverse to CenterPoint's
economic

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<PAGE>

interests, any of which consequences could have a material adverse effect on
CenterPoint's business, results of operations or financial condition.

Restrictions on CPAs Employed By CenterPoint. CPAs who will be employed by
CenterPoint are subject to regulation by State Boards of Accountancy not only
with respect to attest services, but also with respect to other activities
which they may undertake as employees of CenterPoint. Should state regulators
deem such activities to be in violation of the laws, regulations or codes under
which the CPAs practice, they could lose their right to practice accountancy
and thereby lose their ability to provide attest services to the clients which
the Attest Firms share with CenterPoint. This could adversely affect both the
revenues that CenterPoint would otherwise receive under the services agreements
described above and CenterPoint's ability to render non-attest services to
these clients. Although CenterPoint believes that its separate practice
structure is not likely to result in a successful challenge to the activities
of its CPA employees in the states in which CenterPoint currently has material
operations, there can be no assurance that disciplinary action will not be
instituted by one or more states against CPAs in CenterPoint's employ, and such
actions could have a material adverse effect on CenterPoint's business, results
of operations or financial condition.

Limitations on the Use of the "CPA" Designation. Many state accountancy laws
not only prohibit unlicensed persons from rendering attest services, but also
prohibit such persons from holding themselves out as CPAs. Although this
prohibition is interpreted differently from state to state, numerous states in
which CenterPoint operates currently prohibit CPAs not working for a licensed
CPA firm from holding themselves out as CPAs (i.e., they cannot proclaim
expertise in accounting principles or auditing standards or use their "CPA"
designation on letters, business cards, promotional literature, etc.) while
providing non-attest services. Although regulations of this type imposed by the
state of Florida were declared unconstitutional on First Amendment grounds in
1997 by the U.S. Court of Appeals for the Eleventh Circuit, such ruling is not
binding in other jurisdictions which could seek to impose similar restrictions.
In addition, such ruling does not preclude other regulatory restrictions on
persons holding themselves out as CPAs. Therefore, in numerous states the CPAs
employed by CenterPoint will not be able to hold themselves out as CPAs while
performing non-attest services on behalf of CenterPoint.

Restrictions Imposed by Independence Requirements and Conflict of Interest
Rules. In order to maintain the objectivity and integrity of reports issued by
CPAs and to encourage the public's reliance upon those reports, the accounting
profession and accounting regulators have adopted "independence standards"
which prohibit (a) CPAs, (b) employees of accounting firms and (c) members of
the immediate families of such CPAs and employees from (x) having certain
ownership and other financial relationships with clients for which the CPA or
accounting firm performs attest services and (y) participating in the
management, operations or accounting functions of such clients. Independence
can also be impaired as a result of litigation or other disputes with the
client, common investments with the client or indemnity agreements relating to
attest services. Under recent interpretations, as applied to CenterPoint's
proposed operations, these standards extend to CenterPoint's executives, board
members and controlling stockholders as well as CPA employees who own the
Attest Firms. In addition to the independence standards, CPAs who provide
litigation consulting services on behalf of CenterPoint or an Attest Firm will
be subject to rules designed to avoid conflicts of interest, e.g., simultaneous
representation of, or other relationships with, adverse parties. Although
CenterPoint does not believe that the restrictions imposed by independence
standards or the conflict of interest rules will have a material adverse effect
upon its business, there can be no assurance that CenterPoint or the Attest
Firms will not be forced to discontinue their services on behalf of some
existing clients of the CenterPoint Companies or to forego providing services
to potential future clients as a result of these restrictions.

Limitations on the Use of Incentive Fees. The accountancy laws of most
states currently include prohibitions against CPAs paying or receiving referral
fees with respect to their clients or using fee arrangements that are
contingent upon the outcome of their engagements or the results imparted to
their clients. Although these restrictions could be relaxed with the passage of
the UAA, as currently proposed, current state laws place significant
restrictions upon the use of incentive fee arrangements that CenterPoint could
otherwise
employ in its operations. CenterPoint will not make any such payments to those
of its employees who are CPAs if those payments would be prohibited under
applicable law.

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Incompatible Occupations. Many state accountancy laws and regulations
contain prohibitions against CPAs engaging in "incompatible" occupations.
Although few states have provided guidance as to what activities are
encompassed by this prohibition, there can be no assurance that one or more
state regulators may not invoke it to preclude CenterPoint's employees from
engaging in one or more types of services which CenterPoint will be offering to
its clients, which preclusion could have a material adverse effect on
CenterPoint's business, financial condition or results of operations.

Potential Adverse Impact. Existing state laws and regulations are subject to
evolving interpretations and enforcement policies and practices. CenterPoint
cannot ensure that (1) a review by state judicial or regulatory authorities
would not result in a determination that CenterPoint, its CPA employees or the
Attest Firms have violated one or more provisions of state law, regulations or
codes of ethics, (2) the laws, regulations or codes of ethics of any state, or
other elements of the regulatory environment, will not change so as to
materially restrict CenterPoint's operations or (3) the UAA will be adopted, in
its currently proposed form or any form, by state legislatures. Accordingly,
CenterPoint's ability to continue to operate in, or expand its operations in or
to, certain states may depend on its flexibility to modify its operational
structure in response to changes in laws, regulations, codes of ethics or their
interpretation or enforcement. As discussed above, such flexibility may be
constrained, in certain circumstances, by provisions of the services agreements
between CenterPoint and the Attest Firms. Limitations on CenterPoint's ability
to use the separate practice structure in order to comply with applicable law
could have a material adverse effect on its relationship with the Attest Firms,
their clients and/or CenterPoint's business, financial condition or results of
operations.

CenterPoint's growth and business strategies may not be successful

A key element of CenterPoint's strategy is to generate internal growth by
capitalizing on existing client relationships to provide a variety of
additional services and products to those clients. Future internal growth will
depend upon many factors, including (1) the recruitment, motivation and
retention of qualified management and other professional personnel; (2) the
effective initiation, development and expansion of client relationships; and
(3) the maintenance and expansion of high quality services and products. Future
growth will also require the successful cross-servicing of clients and cross-
selling of services and products among CenterPoint's business units.
CenterPoint cannot assure that its strategies will generate internal growth or
that it will be able to generate cash flow adequate for its operations and
sufficient to support growth. CenterPoint also intends to operate its business
units through an integrated management structure, with local management
retaining responsibility for the profitability and growth of their respective
businesses. If proper controls are not implemented, this strategy could result
in inconsistent operating and financial practices at the various business units
and CenterPoint's financial condition or results of operations could be
materially and adversely affected. See "Business of CenterPoint after the
Mergers--Business Strategy" and "--Internal Growth Strategy."

CenterPoint's acquisition strategy may not be successful

CenterPoint intends to pursue acquisitions that will add to or complement
its existing businesses. Acquisitions involve numerous risks that could
materially and adversely impact CenterPoint's growth prospects. For example:

. CenterPoint will be competing with other firms, many of which have
greater financial and other resources, to acquire attractive companies.
CenterPoint believes this competition will increase, making it more
difficult to acquire suitable companies on acceptable terms.

. CenterPoint currently intends to finance future acquisitions by using
common stock for some or all of the purchase price. This could dilute the
ownership interests of CenterPoint's stockholders. CenterPoint may also
incur additional debt and amortization expense related to goodwill and
other intangible assets purchased in future acquisitions. This additional
debt and amortization expense may materially and adversely affect
CenterPoint's financial condition or results of operations. goodwill and
other intangible assets purchased in future acquisitions. This additional
debt and amortization expense may materially and adversely affect
CenterPoint's financial condition or results of operations.

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. CenterPoint may be unable to integrate acquired businesses successfully
and realize anticipated economic, operational and other benefits in a
timely manner, particularly if it acquires a business in a market in
which it has limited or no expertise, or with a corporate culture
different from its own. If CenterPoint is unable to integrate acquired
businesses successfully, it may incur substantial costs and delays or
other operational, technical or financial problems.

. The integration of acquisitions may disrupt CenterPoint's ongoing
business, distract management and other resources, and make it difficult
to maintain CenterPoint's standards, controls and procedures.

Some or all of these risks could have a material adverse effect on
CenterPoint's business, financial condition or results of operations. In
addition, CenterPoint cannot ensure that the acquired businesses will achieve
anticipated revenues, earnings or cash flow. See "Business of CenterPoint after
the Mergers--Acquisitions and Alliances."

CenterPoint may not be able to obtain adequate financing to implement its
strategies

Successful implementation of CenterPoint's strategies will require continued
access to capital. If CenterPoint does not have sufficient cash resources, its
growth could be limited unless it is able to obtain capital through additional
financings. CenterPoint currently intends to finance future acquisitions by
using common stock for some or all of the purchase price. If the common stock
does not maintain sufficient value, or potential acquisition candidates do not
accept common stock as consideration for the sale of their businesses,
CenterPoint may be required to use more of its cash resources or obtain other
financing. CenterPoint cannot ensure that equity or debt financings will be
available as required for acquisitions or other needs. Even if financing is
available, it may not be on terms that are favorable to CenterPoint or
sufficient for its needs. If CenterPoint is unable to obtain sufficient
financing, it may be unable to fully implement its acquisition or other
business or growth strategies.

Regulation of the insurance industry may adversely affect CenterPoint's
insurance brokerage business

CenterPoint is required to be licensed in each state in which it provides
insurance brokerage services. The insurance department of each such state
exercises jurisdiction over insurance agents and their activities, establishes
licensing standards, regulates activities such as the collection of premiums,
the maintenance of funds in custodial accounts and the form and content of
sales literature, and generally acts to protect consumers from
misrepresentation and other unfair conduct. State insurance departments have
broad discretionary powers to interpret and apply state insurance laws and
regulations and in some cases have unwritten or unpublished policies or
interpretations of laws and regulations which could affect the business and
results of operations of an agent.

State insurance departments and the National Association of Insurance
Commissioners continually re-examine existing laws and regulations. CenterPoint
cannot predict the future impact of potential state and federal regulations on
its insurance operations, and there can be no assurance that those changes in
insurance-related laws and regulations, or their interpretation or enforcement,
will not have a material adverse effect on CenterPoint's business, financial
condition or results of operations. See "Business of CenterPoint after the
Mergers--Regulation--Insurance Business."

Regulation of employee welfare plans may impact CenterPoint

CenterPoint is subject to regulation at the federal and state levels in
connection with its employee benefit plan design and administration services.
The federal Employee Retirement Income Security Act of 1974
("ERISA") regulates many aspects of employee health care benefit plans,
including the duties and responsibilities of persons who provide services or
sell products to such plans. These service providers, salespeople and
consultants may be held to the standard of a fiduciary with respect to their
activities. In addition, states regulate many aspects of employee benefit
plans, principally through the regulation of insurance products, including
stop-loss insurance products sold to self-insured plans. States also directly
regulate third

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<PAGE>

party administrators by requiring licensing and compliance with state
regulations in each state in which they do business. In addition, federal and
state regulations are susceptible to statutory and regulatory changes which
could reduce or eliminate the need for CenterPoint's services with respect to
employee benefit plans. See "Business of CenterPoint after the Mergers--
Regulation--Employee Welfare Plans."

CenterPoint's insurance services revenues depend on premiums set by other
companies

A portion of CenterPoint's business consists of insurance agency and
brokerage activities which derive revenues from commissions paid by insurance
companies. These commissions are a percentage of premiums charged, which
premiums are determined by insurers, not CenterPoint. Historically, property
and casualty premiums have been cyclical in nature and have varied widely based
on market conditions. Since the mid-1980s, general premium levels have been
depressed as a result of the expanded underwriting capacity of insurance
companies and increased competition. In addition, as traditional risk-bearing
insurance companies continue to outsource the production of premium revenue to
non-affiliated agents such as CenterPoint, these insurance companies may seek
to further reduce their expenses by reducing the commission rates payable to
such insurance agents. CenterPoint cannot predict the timing or extent of
future changes in commission rates or premiums and, therefore, cannot predict
the effect, if any, that such changes would have on its operations.

CenterPoint's services are subject to claims for errors and malpractice

Some of the services that CenterPoint offers, including accounting,
valuation and financial planning, involve a risk of professional malpractice
and other similar claims. Tax services and administrative services for employee
benefits insurance plans are subject to various risks relating to errors and
omissions in processing and filing plan forms and tax returns in accordance
with the plans and government regulations. CenterPoint processes data received
from employees and employers and may be subject to liability for any late or
misfiled plan forms or tax returns. In addition, failure to properly file plan
forms or tax returns could have a material adverse effect on CenterPoint's
reputation or materially and adversely affect its relationships with existing
clients and its ability to gain new clients.

CenterPoint maintains professional liability and errors and omissions
insurance coverage that it believes is adequate both as to risks and amounts.
However, CenterPoint cannot ensure that actual future claims will not exceed
the coverage amounts. If CenterPoint experiences a large claim or claims, the
rates for such insurance may increase. CenterPoint's ability to incorporate
such increases into fees paid by clients could be constrained by contractual
arrangements with clients or competitive factors. As a result, such increases
could have a material adverse effect on its business, financial condition or
results of operations. In addition, a determination adverse to CenterPoint in
connection with one or more significant claims, whether or not insured, could
adversely affect CenterPoint's reputation and client relationships.

CenterPoint may expand its insurance business to include risk-bearing
activities

CenterPoint may in the future expand its insurance business to include risk-
bearing activities. While it is likely that CenterPoint would focus on
underwriting products in which it has particular expertise through its
brokerage business, as a risk-bearing entity CenterPoint would be subject to
significant additional risks that it does not currently encounter in its
brokerage business. CenterPoint cannot guarantee that it will be able to manage
any underwriting risk its assumes. Failure by CenterPoint to manage
successfully such risk could have a material adverse effect on its business,
financial condition or results of operations.

CenterPoint's client contracts do not ensure revenues

CenterPoint enters into agreements with most of its clients. While these
contracts typically define fee arrangements, the scope of services and
termination provisions, they generally do not obligate the client to use
CenterPoint's services and do not, therefore, ensure revenues. While
CenterPoint believes that its relationships with its current clients are good,
it cannot guarantee that such clients will renew their existing agreements or
engage CenterPoint pursuant thereto or otherwise.

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CenterPoint operates in competitive markets

The markets in which CenterPoint competes are fragmented and competitive.
CenterPoint competes with larger providers, in-house operations of clients,
local and regional firms, and independent consultants. CenterPoint has also
experienced, and expects to continue to experience, competition from new
entrants into the markets in which it competes. Increased competition could
result in pricing pressures, loss of market share and clients, any of which
could have a material adverse effect on its business, financial condition or
results of operations. Many of CenterPoint's competitors have significantly
greater financial, technical, marketing and other resources. New competitors or
alliances among competitors may emerge and rapidly acquire significant market
share. CenterPoint cannot ensure that it will be able to compete successfully
against current and future competitors, or that the competitive pressures it
faces will not have a material adverse effect on its business, financial
condition or results of operations. See "Business of CenterPoint after the
Mergers--Competition."

CenterPoint's success is dependent on management personnel

CenterPoint's success depends largely on the efforts of its senior
management team including Robert C. Basten, president and chief executive
officer, Thomas W. Corbett, president and chief operating officer of the
business and financial services group, DeAnn L. Brunts, chief financial
officer, Rondol E. Eagle, chief integration officer and Dennis W. Bikun, chief
accounting officer. In addition, CenterPoint's success will depend
significantly on the senior management of the CenterPoint Companies as a result
of their experience in managing these companies and their strong relationships
with their clients. The loss of the services of one or more of these persons
could materially and adversely affect CenterPoint's business or prospects, and
there can be no assurance that such individuals will continue in their present
capacities for any particular period of time. See "CenterPoint Management."

CenterPoint's quarterly operating results will fluctuate due to seasonality and
other factors

CenterPoint expects its revenues, expenses and operating results to vary
materially from quarter to quarter. CenterPoint anticipates higher revenues and
operating income in the first quarter of its fiscal year because of the
seasonal demand for accounting and tax services. In addition to this
seasonality, quarterly results may vary as a result of many factors, including
(1) client engagements commenced and completed during a quarter, (2) the timing
and structure of acquisitions and their related costs and (3) the addition or
loss of material clients. Since a significant portion of CenterPoint's revenues
is generated on a project-by-project basis, the timing of material projects
could result in quarterly fluctuations. Unexpected variations in quarterly
results could also materially and adversely affect the price of CenterPoint
common stock, which in turn could limit CenterPoint's ability to pursue
acquisitions.

CenterPoint's success depends on its ability to keep pace with rapid
technological change

The technology CenterPoint utilizes in providing its services and products
is rapidly changing. CenterPoint's continued success will depend on its ability
to keep pace with technological developments in order to increase margins and
enhance its services and products. CenterPoint may not succeed in the
foregoing, and such failure could have a material adverse effect on
CenterPoint's business, financial condition or results of operations.

Failure to be year 2000 compliant could materially and adversely affect
CenterPoint

Each CenterPoint Company is reviewing its internal information management
and other systems in order to identify and modify any products, services or
systems that are not year 2000 compliant. Computer programs that have time-
sensitive hardware and software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, bill and collect fees,
or engage in similar normal business activities.

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Each CenterPoint Company has undertaken, and substantially completed, an
assessment of the potential overall impact of year 2000 risks on its business,
financial condition and results of operations. Based on CenterPoint's ongoing
survey of the assessment made by each CenterPoint Company, CenterPoint
estimates that the total cost of year 2000 compliance activities will be
approximately $400,000 to $500,000, of which approximately $330,000 had been
incurred as of December 31, 1998. However, CenterPoint cannot guarantee that
(1) actual compliance costs will fall within the range of this estimate, (2)
any business acquired in the future will not require substantial year 2000
compliance expenditures or (3) precautions that the CenterPoint Companies have
taken to protect their businesses from or minimize the impact of the year 2000
issue will be adequate. Any damage to CenterPoint's information processing
system, failure of telecommunications lines or breach of the security of its
computer systems could result in an interruption of its operations or other
loss which may not be covered by insurance. These events could have a material
adverse effect on CenterPoint's business, financial condition or results of
operations.

Each of the CenterPoint Companies has also undertaken an assessment of the
year 2000 readiness of its significant customers, business partners and vendors
to determine the extent to which its interface systems are vulnerable to the
failure of these third parties to remediate their own year 2000 issues. To
date, CenterPoint is not aware of any significant customers, business partners
or vendors with year 2000 issues that would materially affect CenterPoint or a
CenterPoint Company. However, CenterPoint cannot guarantee that the systems of
other companies, on which CenterPoint's operations rely, will be timely
converted or that failure to timely convert would not have a material adverse
effect on CenterPoint's business, financial condition or results of operations.

Several of the CenterPoint Companies have information technology consulting
practices that have periodically been asked by clients to provide certain year
2000 consulting services. Although CenterPoint believes, based on the services
it has provided to date, that it has limited exposure to claims that may be
asserted by clients whose systems might be compromised as a result of a year
2000 related malfunction, there can be no assurance that material claims will
not be made.

Amortization of a material amount of intangible assets will reduce net income

Approximately $234.2 million, or 76.7%, of CenterPoint's pro forma as
adjusted total assets as of December 31, 1998 represents goodwill recorded in
connection with the Mergers. Goodwill is an intangible asset that represents
the difference between the aggregate purchase price for the assets acquired and
the amount of such purchase price allocated to such assets for purposes of
CenterPoint's pro forma balance sheet. CenterPoint will amortize the goodwill
from the Mergers over 40 years with the amount amortized in a particular period
constituting an expense that reduces net income for that period. The amount
amortized, however, will not give rise to a deduction for tax purposes. In
addition, CenterPoint will be required to amortize the goodwill, if any, from
any future acquisitions. Under accounting rules, CenterPoint is required to
periodically evaluate if goodwill has been impaired by reviewing the cash flows
for acquired companies and comparing such amounts with the carrying value of
the associated goodwill. If goodwill is impaired, CenterPoint would be required
to write down goodwill and incur a related charge to income. A reduction in net
income resulting from the write down could have a material adverse impact upon
the market price of the common stock.

Industry billing and collection experience may affect CenterPoint's liquidity

In general, professional services firms experience higher average accounts
receivable days outstanding than businesses in many other industries. This may
affect CenterPoint's liquidity. See "CenterPoint Management's Discussion and
Analysis of Financial Condition and Results of Operations--Introduction--Pro
Forma Combined Liquidity and Capital Resources."

Current stockholders will be able to exercise substantial control

After the offering, CenterPoint's management, its initial investors and the
owners and employees of the CenterPoint Companies will own approximately %
of the outstanding shares of common stock, or

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% if the underwriters' over-allotment option is exercised in full. As a
result, if these persons act together, they will have the ability to exercise
substantial control over CenterPoint's affairs and to elect a sufficient number
of directors to control the board of directors. Pursuant to a stockholders'
agreement, these persons have agreed, through the fifth annual meeting
following the offering, to take all actions necessary as stockholders,
directors or officers of CenterPoint, including voting all shares of common
stock held by them, to cause the directors serving at the time of the offering
or their designated successors to be nominated and elected throughout such
period. The ownership position of these stockholders and the terms of the
stockholders' agreement may have the effect of delaying, deterring or
preventing a change in control of CenterPoint or a change in the composition of
the board of directors. See "Certain Transactions," "Security Ownership of
Management and Principal Stockholders of CenterPoint," and "Description of
CenterPoint Capital Stock--Stockholders' Agreement."

CenterPoint's common stock has never been publicly traded; CenterPoint's stock
price is likely to be highly volatile

There has been no public market for CenterPoint's common stock. CenterPoint
plans to apply to list the common stock for trading on The New York Stock
Exchange. CenterPoint does not know whether investor interest will lead to the
development of a trading market or, if a trading market develops, how liquid
that market will be. The price at which CenterPoint's shares will trade will
depend upon a number of factors, including (1) CenterPoint's historical and
anticipated operating results; (2) announcements by CenterPoint or its
competitors; (3) changes in financial estimates by securities analysts
regarding CenterPoint, its industry, its competitors or its clients; (4)
conditions and trends in the industries in which CenterPoint or its competitors
compete and (5) general market and economic conditions, some of which factors
are beyond CenterPoint's control. In addition, the stock market has from time
to time experienced extreme price and volume fluctuations. These broad market
fluctuations may adversely affect the market price of the shares.

Anti-takeover provisions and CenterPoint's right to issue preferred stock could
make an acquisition of CenterPoint difficult

CenterPoint's certificate of incorporation and Delaware law contain
provisions that may delay, deter or inhibit a future acquisition of CenterPoint
if the board of directors does not approve of such acquisition. This could
occur even if CenterPoint's stockholders are offered an attractive value for
their shares or if a substantial number or even a majority of the stockholders
believe the takeover is in their best interest. These provisions are intended
to encourage any person interested in acquiring CenterPoint to negotiate with
and obtain the approval of CenterPoint's board of directors. These provisions
include restrictions on calling special meetings and the prohibition of
stockholder action by written consent. In addition, CenterPoint's certificate
of incorporation permits the board of directors to issue shares of preferred
stock with voting, conversion and other rights as it determines, without any
further vote or action by the stockholders. By using preferred stock,
CenterPoint could (1) discourage a proxy contest, (2) make the acquisition of a
substantial block of common stock more difficult or (3) limit the price
investors may be willing to pay in the future for shares of common stock. These
provisions also could discourage bids for your shares of common stock at a
premium and could have a material adverse effect on the market price of your
shares. See "CenterPoint Management--Board of Directors" and "Description of
CenterPoint Capital Stock."

You will be restricted in transferring the shares of CenterPoint common stock
you receive in the Mergers

The Merger Agreement applicable to you will prohibit the sale or other
transfer of any of the shares you receive in the Merger for a period of 18
months following CenterPoint's IPO. After 18 months have elapsed, 20% of your
shares will be released from this restriction. An additional 20% of your shares
will be released from this restriction after each succeeding six-month period.
Consequently, after 3 1/2 years have elapsed, none of your shares will be
subject to contractual restrictions on transfer. Shares held by stockholders
who are CenterPoint employees are subject to additional restrictions. If a
stockholders' employment is terminated within

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<PAGE>

30 months of the offering, other than through death, disability, retirement or
circumstances approved by management of the CenterPoint Company and by
CenterPoint's chief executive officer, restricted shares then held by such
stockholder will remain restricted until the fifth anniversary of the offering
("Extended Lockup"). The Extended Lockup will not apply (1) to the former
owners of IDA if their employment is terminated without cause as defined in
their employment agreements and (2) to former owners of Driver and Reppond
entering into employment agreements with CenterPoint, if their employment is
terminated without cause or within 60 days of a constructive termination, in
each case as defined in the employment agreements. In addition, CenterPoint has
agreed not to waive the restrictive provisions of the stockholders' agreement
for a period of 180 days following the consummation of the initial public
offering without the prior written consent of Merrill Lynch, Pierce, Fenner &
Smith Incorporated. Accordingly, your shares of CenterPoint common stock will
not be freely transferable when the Mergers are finalized and you will bear the
risk of an investment in those shares for at least the periods during which you
are prohibited or restricted from selling them.

You will not know the value of the CenterPoint shares before you vote on the
Mergers

The value of the shares of CenterPoint common stock you will receive in the
Merger that applies to you depends on the initial public offering price of the
CenterPoint common stock. For this reason you will not know precisely the value
of the CenterPoint shares you will receive at the time you are asked to vote on
the Merger transaction that applies to you.

The security holders of the CenterPoint Companies may fail to approve the
Mergers

If the security holders of the CenterPoint Companies fail to approve the
Mergers, the CenterPoint Companies will not realize the benefits of the Mergers
identified by their governing boards. However, the holders of the requisite
amount of ownership interests in each CenterPoint Company to approve the
applicable Merger have entered into voting agreements to vote their ownership
interests in favor of the applicable Merger. See "The Merger Agreements--
Conditions of the Merger Agreements."

Certain persons have interests in the Mergers

Several individuals have interests in the Mergers which are different than
the interests of the CenterPoint Companies' security holders. The following
individuals will become directors of CenterPoint upon closing of the Mergers:
David Reznick of Reznick; Richard H. Stein of Mann Frankfort; Anthony P.
Frabotta of Follmer; Charles H. Roscoe of Berry Dunn; Steven N. Fischer of
Urbach; Robert F. Gallo of IDA; Wayne J. Grace of Grace; Philip J. Holthouse of
Holthouse; and Anthony P. Scillia of Simione. Thomas W. Corbett of Driver will
become a director and an officer of CenterPoint. In addition, Thomas W.
Corbett, P. Gregory Zimmer, Jerold D. Hall, Robert F. Gallo, Russell Minetti,
Benjamin Reppond, Scott D. Perry and Louis R. Baransky will enter into
employment agreements with CenterPoint. See "CenterPoint Management."

Due to the benefits to be received by the foregoing in connection with the
Mergers, as described herein, the interests of these individuals may be
different from the interests of security holders of the CenterPoint Companies
generally. Security holders should consider such persons' interests in the
applicable Merger in connection with any such person's recommendation of such
Merger.

FORWARD-LOOKING STATEMENTS

This Joint Information Statement/Prospectus includes forward-looking
statements. You can identify these statements by forward-looking words such as
"may," "will," "expect," "anticipate," "intend," "believe," "estimate" and
"continue" or similar words. You should read statements that contain these
words carefully because they: (1) discuss CenterPoint's future expectations;
(2) contain projections of CenterPoint's future results of operations or
financial condition; or (3) state other "forward-looking" information. These
forward-looking statements are subject to risks, uncertainties and assumptions.
The "Risk Factors" as well as other cautionary language in this Joint
Information Statement/Prospectus provide examples of risks, uncertainties and
events that may cause CenterPoint's actual results to differ materially from
the expectations described in these forward-looking statements. CenterPoint is
not undertaking any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

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<PAGE>

THE MEETINGS

This Joint Information Statement/Prospectus is furnished in connection with
the meetings of the owners of each CenterPoint Company called in order to
consider the applicable Merger proposal.

Berry Dunn Meeting

Time, Place and Date

The Berry Dunn meeting will be held on 1999 at , Portland, Maine
04104, commencing at a.m. (local time).

Purpose of the Berry Dunn Meeting

At the Berry Dunn meeting, the holders of Berry Dunn common shares will be
asked to consider and vote upon a proposal to approve and adopt the Merger
Agreement and the Merger with a wholly-owned subsidiary of CenterPoint and to
transact such other business as may properly come before the meeting.

Record Date; Shares Entitled to Vote

Security holders of record of Berry Dunn common shares at the close of
business on , 1999 are entitled to receive notice of and to vote at the
Berry Dunn meeting. On the record date, there were holders of record of
Berry Dunn common stock holding an aggregate of common shares.

Vote Required

Approval and adoption of the Berry Dunn Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of more than two-
thirds of the shares entitled to vote thereon. Votes will be counted by the
Berry Dunn board.

Each holder of record of Berry Dunn common shares on the record date is
entitled to cast one vote per share, exercisable in person, on each matter
properly submitted for the vote of the security holders of Berry Dunn at the
meeting.

The required quorum for the transaction of business at the Berry Dunn
meeting is a majority of the shares of Berry Dunn common stock outstanding on
the record date.

Follmer Meeting

Time, Place and Date

The Follmer meeting will be held on , 1999 at 26200 American Drive, Suite
400, Southfield, Michigan 48034, commencing at a.m. (local time).

Purpose of the Follmer Meeting

At the Follmer meeting, the holders of Follmer common shares will be asked
to consider and vote upon a proposal to approve and adopt the Merger Agreement
and the Merger with CenterPoint and to transact such other business as may
properly come before the meeting.

Record Date; Shares Entitled to Vote

Holders of record of Follmer common shares at the close of business on ,
1999 are entitled to receive notice of and to vote at the Follmer meeting. On
the record date, there were 12 holders of record of Follmer common stock
holding an aggregate of 10,150 common shares.

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<PAGE>

Vote Required

Approval and adoption of the Follmer Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of a majority of the
common shares entitled to vote thereon. Votes will be counted by the Follmer
board.

Each holder of record of Follmer common shares on the record date is
entitled to cast one vote per share, exercisable in person or by properly
executed proxy, on each matter properly submitted for the vote of the security
holders of Follmer at the meeting.

The required quorum for the transaction of business at the Follmer meeting
is a majority of the shares of Follmer common stock outstanding on the record
date. Follmer intends to include abstentions as present or represented for
purposes of establishing a quorum for the transaction of business.

Grace Capital Meeting

Time, Place and Date

The Grace Capital meeting will be held on , 1999 at 3117 South Big Bend
Boulevard, Suite 100, St. Louis, Missouri 63143, commencing at a.m. (local
time).

Purpose of the Grace Capital Meeting

At the Grace Capital Meeting, the partners of Grace Capital will be asked to
consider and vote upon a proposal to cause Grace to approve and adopt the
Merger Agreement and the Merger with CenterPoint and to transact such other
business as may properly come before the meeting.

Record Date; Interests Entitled to Vote

Holders of record of Grace Capital at the close of business on , 1999 are
entitled to receive notice of and to vote at the Grace Capital meeting. On the
record date, there were holders of record holding an aggregate of Grace
Capital partnership interests.

Vote Required

An action to cause the approval and adoption by Grace of the Grace Merger
Agreement and Merger with CenterPoint requires the affirmative vote of the
holders of a majority of the partnership interests of Grace Capital, which is
the sole stockholder of Grace.

The required quorum for the transaction of business at the Grace Capital
meeting is a majority of the partnership interests of Grace Capital.

Holthouse Meeting

Time, Place and Date

The Holthouse meeting will be held on , 1999 at 11845 West Olympic
Boulevard, Suite 1177, Los Angeles, California 90064, commencing at a.m.
(local time).

Purpose of the Holthouse Meeting

At the Holthouse meeting, the partners of Holthouse will be asked to
consider and vote upon a proposal to approve and adopt the Merger Agreement and
the Merger with CenterPoint and to transact such other business as may properly
come before the meeting.

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Record Date; Shares Entitled to Vote

Holders of record of Holthouse partnership interests at the close of
business on , 1999 are entitled to receive notice of and to vote at the
Holthouse meeting. On the record date, there were eight partners of record.

Vote Required

Approval and adoption of the Holthouse Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of a majority of the
partnership interests entitled to vote thereon. Votes will be counted by the
Holthouse board.

The required quorum for the transaction of business at the Holthouse meeting
is the holders of a majority of the partnership interests of Holthouse
outstanding on the record date. Holthouse intends to include abstentions as
present or represented for purposes of establishing a quorum for the
transaction of business.

IDA Meeting

Time, Place and Date

The IDA meeting will be held on , 1999 at 169 Ramapo Valley Road,
Oakland, New Jersey 07436, commencing at a.m. (local time).

Purpose of the IDA Meeting

At the IDA meeting, the holders of IDA voting common shares will be asked to
consider and vote upon a proposal to approve and adopt the Merger Agreement and
the Merger with CenterPoint and to transact such other business as may properly
come before the meeting.

Record Date; Shares Entitled to Vote

Holders of record of IDA voting common shares at the close of business on
, 1999 are entitled to receive notice of and to vote at the IDA meeting. On
the record date, there were two holders of record of voting common stock
holding all outstanding IDA voting shares (an aggregate of 149 voting common
shares) (the aggregate amount of non-voting common stock held by the same two
security holders of record is 14,660 shares).

Vote Required

Approval and adoption of the IDA Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of a majority of the
voting common shares entitled to vote thereon. Votes will be counted by the IDA
board.

Each holder of record of IDA voting common shares on the record date is
entitled to cast one vote per share, exercisable in person or by properly
executed proxy, on each matter properly submitted for the vote of the security
holders of IDA at the meeting.

The required quorum for the transaction of business at the IDA meeting is a
majority of the shares of IDA voting common stock outstanding on the record
date. IDA intends to include abstentions as present or represented for purposes
of establishing a quorum for the transaction of business.

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<PAGE>

Mann Frankfort Meeting

Time, Place and Date

The Mann Frankfort meeting will be held on , 1999 at 12 Greenway Plaza,
8th Floor, Houston, Texas 77046, commencing at a.m. (local time).

Purpose of the Mann Frankfort Meeting

At the Mann Frankfort meeting, the holders of Mann Frankfort common shares
will be asked to consider and vote upon a proposal to approve and adopt the
Merger Agreement and the Merger with CenterPoint and to transact such other
business as may properly come before the meeting.

Record Date; Shares Entitled to Vote

Holders of record of Mann Frankfort common shares at the close of business
on , 1999 are entitled to receive notice of and to vote at the Mann
Frankfort meeting. On the record date, there were holders of record of Mann
Frankfort common stock holding an aggregate of common shares.

Vote Required

Approval and adoption of the Mann Frankfort Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of 80% of the common
shares entitled to vote thereon and the approval of a majority of shareholders.
Votes will be counted by the Mann Frankfort board.

Each holder of record of Mann Frankfort common shares on the record date is
entitled to cast one vote per share, exercisable in person or by properly
executed proxy, on each matter properly submitted for the vote of the security
holders of Mann Frankfort at the meeting.

The required quorum for the transaction of business at the Mann Frankfort
meeting is a majority of the shares of Mann Frankfort common stock outstanding
on the record date. Mann Frankfort intends to include abstentions as present or
represented for purposes of establishing a quorum for the transaction of
business.

Reppond Meeting

Time, Place and Date

The meetings for RA, TRC and VeraSource will be held on , 1999 at 10900
Northeast 4th Street, Suite 1200, Bellevue, Washington 98004, commencing at
a.m. (local time).

Purpose of the Reppond Meeting

At the Reppond meeting, the holders of TRC common shares, RA membership
interests and VeraSource common shares will be asked to consider and vote upon
a proposal to approve and adopt the Reppond Merger Agreement and the Merger
with CenterPoint and to transact such other business as may properly come
before the meeting.

Record Date; Shares Entitled to Vote

Holders of record of TRC common shares, RA memberships interests and
VeraSource shares at the close of business on , 1999 are entitled to
receive notice of and to vote at the Reppond meeting. On the record date, there
were two holders of record of TRC common stock holding an aggregate of 500
common shares, three holders of record of RA membership interests and two
holders of record of VeraSource common stock holding an aggregate of 250 common
shares.

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<PAGE>

Vote Required

Approval and adoption of the Reppond Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of a majority of the
common shares or membership interests, as the case may be, entitled to vote
thereon. Votes will be counted by the Reppond board.

Each holder of record of TRC common shares, RA membership interests and
VeraSource common shares on the record date is entitled to cast one vote per
share or interest, as the case may be, exercisable in person or by properly
executed proxy, on each matter properly submitted for the vote of the security
holders of Reppond at the meeting.

The required quorum for the transaction of business at the Reppond meeting
is a majority of the shares of TRC common stock, a majority of the membership
interests of RA and a majority of the shares of VeraSource common stock
outstanding on the record date. Reppond intends to include abstentions as
present or represented for purposes of establishing a quorum for the
transaction of business.

Reznick Meeting

Time, Place and Date

The Reznick meeting will be held on , 1999 at 4520 East West Highway,
Suite 300, Bethesda, Maryland 20814, commencing at a.m. (local time).

Purpose of the Reznick Meeting

At the Reznick meeting, the holder of Reznick common shares will be asked to
consider and vote upon a proposal to approve and adopt the Merger Agreement and
the Merger with CenterPoint and to transact such other business as may properly
come before the meeting. The approval of the merger requires the approval by
Reznick Fedder & Silverman, C.P.A.s, L.L.C. ("Reznick L.L.C."), the sole
stockholder of Reznick, which in turn requires the approval of the holders of a
majority of the membership interests of Reznick LLC.

Record Date; Shares Entitled to Vote

Holders of record of Reznick common shares and Reznick LLC membership
interests at the close of business on , 1999 are entitled to receive notice
of and to vote at the Reznick meeting. On the record date, there was one holder
of record of Reznick common stock holding an aggregate of common shares.

Vote Required

Approval and adoption of the Reznick Merger Agreement and Merger with
CenterPoint requires the affirmative vote of Reznick LLC, which, in turn,
requires the approval by the holders of 75% of its membership interests
entitled to vote thereon. Votes will be counted by the Reznick board.

The required quorum for the transaction of business at the Reznick LLC
meeting is a majority of the membership interests of Reznick LLC. Reznick
intends to include abstentions as present or represented for purposes of
establishing a quorum for the transaction of business.

Driver Meeting

Time, Place and Date

The Driver meeting will be held on , 1999 at 1620 5th Avenue, San Diego,
California 92101, commencing at a.m. (local time).

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<PAGE>

Purpose of the Driver Meeting

At the Driver meeting, the holders of Driver Class A common shares will be
asked to consider and vote upon a proposal to approve and adopt the Merger
Agreement and the Merger with CenterPoint and to transact such other business
as may properly come before the meeting.

Record Date; Shares Entitled to Vote

Holders of record of Driver Class A common shares at the close of business
on , 1999 are entitled to receive notice of and to vote at the Driver
meeting. On the record date, there were holders of record of Driver common
stock holding an aggregate of shares.

Vote Required

Approval and adoption of the Driver Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of a majority of the
Class A common shares entitled to vote thereon. Votes will be counted by the
Driver board.

Each holder of record of Driver Class A common shares on the record date is
entitled to cast one vote per share, exercisable in person or by properly
executed proxy, on each matter properly submitted for the vote of the security
holders of Driver at the meeting.

The required quorum for the transaction of business at the Driver meeting is
a majority of the Class A common shares of Driver common stock outstanding on
the record date. Driver intends to include abstentions as present or
represented for purposes of establishing a quorum for the transaction of
business.

Simione Meeting

Time, Place and Date

The Simione meeting will be held on , 1999 at 555 Long Wharf Drive, New
Haven, Connecticut 06511, commencing at a.m. (local time).

Purpose of the Simione Meeting

At the Simione Meeting, the holders of Simione membership interests will be
asked to consider and vote upon a proposal to approve and adopt the Merger
Agreement and the Merger with CenterPoint and to transact such other business
as may properly come before the meeting.

Record Date; Shares Entitled to Vote

Holders of record of Simione membership interests at the close of business
on , 1999 are entitled to receive notice of and to vote at the Simione
meeting. On the Simione record date, there were holders of record of
Simione membership interests holding an aggregate of interests.

Vote Required

Approval and adoption of the Simione Merger Agreement and Merger with
CenterPoint requires the approval of all of the managers of Simione and the
affirmative vote of the holders of a majority of the membership interests
entitled to vote thereon. Votes will be counted by the Simione board.

Each holder of record of Simione membership interests on the record date is
entitled to cast one vote per membership interest, exercisable in person or by
properly executed proxy, on each matter properly submitted for the vote of the
security holders of Simione at the meeting.

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<PAGE>

The required quorum for the transaction of business at the Simione meeting
is a [majority] of the Simione membership interests outstanding on the record
date. Simione intends to include abstentions as present or represented for
purposes of establishing a quorum for the transaction of business.

Urbach Meeting

Time, Place and Date

The joint Urbach and Management meeting will be held on , 1999 at 66
State Street, Albany, New York 12207, commencing at a.m. (local time).

Purpose of the Joint Urbach/Management Meeting

At this joint meeting, the holders of Urbach common shares and Management
membership interests will be asked to consider and vote upon a proposal to
approve and adopt the Merger Agreement and the Merger with CenterPoint and to
transact such other business as may properly come before the meeting.

Record Date; Shares and Interests Entitled to Vote

Each holder of record of Urbach common shares at the close of business on
, 1999 is entitled to receive notice of and to vote at this joint meeting.
On the record date, there were 25 holders of record of Urbach common stock
holding an aggregate of 18,830 shares, and holders of record of Management
membership interests holding an aggregate of membership interests.

Vote Required

Approval and adoption of the Urbach Merger Agreement and Merger with
CenterPoint requires the affirmative vote of the holders of two-thirds of the
Urbach common shares entitled to vote thereon and a majority of the Management
membership interests entitled to vote thereon. Votes will be counted by the
Urbach board and Management operating committee.

Each holder of record of Urbach common shares and Management membership
interests on the record date is entitled to cast one vote per share or
interest, as the case may be, exercisable in person or by properly executed
proxy, on each matter properly submitted for the vote of the security holders
of Urbach and Management at the meeting.

The required quorum for the transaction of business at this joint meeting is
a majority of the shares of Urbach common stock and Management membership
interests outstanding on the record date. Urbach and Management intend to
include abstentions as present or represented for purposes of establishing a
quorum for the transaction of business.

APPROVAL OF THE MERGERS AND RELATED TRANSACTIONS

Background of the Transaction

CenterPoint was created to acquire the CenterPoint Companies in order to
become a leading provider of diversified professional, business and financial
services and products to a broad spectrum of middle-market clients.

During the period May through August 1998, CenterPoint and BGL Capital
Partners, L.L.C. ("BGL Capital") developed a list of companies throughout the
United States to approach regarding possible affiliation with CenterPoint.
During this period, Robert C. Basten and representatives of BGL Capital
commenced discussions with representatives of the firms on its target list and,
by the end of August 1998, entered into confidentiality agreements with
Reznick, Mann Frankfort, IDA, Grace and Driver and began negotiating letters of
intent.

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<PAGE>

During August and September 1998, CenterPoint continued its affiliation
development efforts and entered into confidentiality agreements with Berry
Dunn, Urbach and Simione; CenterPoint also began to negotiate letters of intent
with these firms. On October 5, 1998, CenterPoint met with representatives of
Urbach, Simione, Mann Frankfort, Reznick and Berry Dunn, for preliminary
discussions regarding the mergers and CenterPoint's strategy. On November 15,
16 and 17, 1998, CenterPoint held a meeting at which representatives of the
following CenterPoint Companies were present: Reznick, Mann Frankfort, IDA,
Grace, Driver, Berry Dunn, Urbach and Simione. During those meetings,
CenterPoint management along with representatives of Merrill Lynch,
PricewaterhouseCoopers LLP, CenterPoint's auditors, and Katten Muchin & Zavis,
CenterPoint's legal counsel, gave presentations regarding the acquisitions of
the CenterPoint Companies and the initial public offering of CenterPoint's
common stock. During November 1998, CenterPoint executed letters of intent with
Reznick, Mann Frankfort, IDA, Grace, Driver, Berry Dunn, Urbach and Simione,
and commenced its legal and financial due diligence of these companies.

During November 1998, Messrs. Basten and Lang met with representatives of
Follmer and Holthouse and negotiated and entered into letters of intent with
these firms. Legal and financial due diligence of Follmer and Holthouse also
began during November 1998. In December 1998, CenterPoint agreed to acquire
Reppond which had already been in discussions with Driver for an acquisition by
Driver.

At the end of November 1998, CenterPoint distributed the first draft of an
acquisition agreement for review and comment to each of Reznick, Mann
Frankfort, IDA, Grace, Driver, Berry Dunn, Urbach and Simione. The first draft
of an acquisition agreement for each of Follmer and Holthouse was distributed
in December 1998.

During December 1998 and January 1999, PricewaterhouseCoopers began
financial audits of the CenterPoint Companies on behalf of CenterPoint. Legal
and financial due diligence of the CenterPoint Companies continued throughout
this period. CenterPoint also began negotiations and discussions with the
CenterPoint Companies regarding their respective merger agreements. Beginning
late November 1998, representatives of CenterPoint, BGL Capital,
PricewaterhouseCoopers, Katten Muchin & Zavis and all of the CenterPoint
Companies began to conference by telephone on a weekly basis for further
discussions and negotiations regarding the Mergers, the most recent one of
which was held on March 30, 1999. Effective March 31, 1999, all of the Merger
Agreements were executed.

CenterPoint's Reasons for the Mergers

CenterPoint was formed on November 9, 1998 for the purpose of acquiring the
CenterPoint Companies. CenterPoint was created to respond to the complex needs
of middle-market clients by providing comprehensive and effective solutions
through an integrated network of expert advisors. CenterPoint believes that
certain industry trends have created a significant opportunity for a company
that provides high quality, diversified professional, business and financial
services and products to middle market clients. See "Industry Overview," and
"Business of CenterPoint after the Mergers--Introduction."

The CenterPoint Companies' Reasons for the Mergers and Recommendations of the
Management of the CenterPoint Companies

The management of each of the CenterPoint Companies has identified a number
of potential benefits of the Mergers to security holders of the CenterPoint
Companies. The potential benefits include the following:

. CenterPoint's management will offer the CenterPoint Companies management
resources and expertise in areas such as strategic planning, marketing,
business development and integration and coordination of the various
business units. In addition, through access to the collective knowledge
and information of all of the CenterPoint Companies, each CenterPoint
Company will be in a position to benefit from best practices and
operating efficiencies that will be used for training, continuing
education and practice development throughout CenterPoint.

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<PAGE>

. As part of CenterPoint's growth strategy, the CenterPoint Companies will
serve as platforms for future acquisitions and alliances with
professional, business and financial services firms in regions in which
the CenterPoint Companies are located. Through such acquisitions and
alliances, the CenterPoint Companies will be positioned to enhance their
local or regional presence in their markets, and add new business and
financial services and products.

. The Mergers offer the CenterPoint Companies the opportunity to be a part
of a larger and more diversified company with greater financial resources
and visibility as a public company. This, in turn, will assist the
CenterPoint Companies in attracting, hiring and retaining high quality
professionals.

. The consideration the security holders are receiving in the Mergers will
enable them to liquidate a portion of the equity they have in their
respective CenterPoint Companies. In addition, a substantial portion of
the consideration to be received by security holders of the CenterPoint
Companies is in the form of an equity interest in a larger and more
diversified professional, business and financial services company that is
expected to benefit strategically, competitively and operationally from
the Mergers.

The respective boards of directors or operating boards of the CenterPoint
Companies also identified a number of potential adverse effects of the Mergers
on the security holders of each CenterPoint Company, including:

. Initial decrease in compensation for certain security holders.

. Dependence on the operating results of the other CenterPoint Companies.

. The lack of operating history as a combined company.

These and other risk factors may interfere with or undermine the realization
of the potential benefits described above. See "Risk Factors."

In reaching their decisions to approve the respective Merger proposals, the
boards of each of the CenterPoint Companies were influenced by the potential
benefits described above. The importance of each benefit varied to some extent
for each board; however, each board was positively influenced by each of the
benefits to some degree.

Interests of Certain Persons in the Mergers

In considering the recommendations of the boards of directors or other
governing bodies of the CenterPoint Companies, the securityholders of the
CenterPoint Companies should consider the following:

The following individuals will become directors of CenterPoint upon closing
of the Mergers: David Reznick of Reznick; Richard H. Stein of Mann Frankfort;
Anthony P. Frabotta of Follmer; Charles H. Roscoe of Berry Dunn; Steven N.
Fischer of Urbach; Robert F. Gallo of IDA; Wayne J. Grace of Grace; Philip J.
Holthouse of Holthouse; and Anthony P. Scillia of Simione; Thomas W. Corbett of
Driver will become a director and an officer of CenterPoint. In addition,
Thomas W. Corbett, P. Gregory Zimmer, Jerold D. Hall, Robert F. Gallo, Russell
Minetti and Benjamin Reppond will enter into employment agreements with
CenterPoint. See "CenterPoint Management."

CenterPoint will enter into employment agreements with certain individuals
upon completion of the Mergers, as described below.

Upon the closing of the offering, Driver and CenterPoint will enter into a
five-year employment agreement with P. Gregory Zimmer pursuant to which he will
serve as Senior Vice President and Chief Financial Officer of Driver. Mr.
Zimmer's annual base salary under this agreement will be $200,000. Mr. Zimmer
is also eligible to earn an annual bonus of up to $200,000. Unless terminated
or not renewed by Driver or Mr. Zimmer, the term of the employment agreement
will continue after the initial term on a year-to-year basis on the same terms
and conditions existing at the time of renewal. If Driver terminates Mr.
Zimmer's employment without cause,

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<PAGE>

or if he voluntarily terminates his employment within 90 days after a
"constructive termination," he will be entitled to severance benefits equal to
the product of three times the sum of the amount of his annual base salary and
bonus, if any, for the calendar year immediately preceding the year in which he
is terminated. Constructive termination under Mr. Zimmer's employment agreement
includes: (1) Driver assigning duties to Mr. Zimmer that are materially
inconsistent with his position as either Senior Vice President or Chief
Financial Officer of Driver; (2) a reduction in salary or bonus opportunity;
(3) a change in control of Driver other than pursuant to a change in control of
CenterPoint; and (4) the triggering of Driver's obligations to pay severance to
Thomas W. Corbett and Jerold D. Hall, executive officers of Driver, under their
employment agreements. Messrs. Zimmer, Corbett and Hall also have a limited
right of first refusal with respect to a sale of CenterPoint's insurance
business. Should CenterPoint decide to accept an offer for the sale of its
insurance business to a "competitor," Messrs. Zimmer, Corbett and Hall shall be
entitled to lead an investment group which will have the right, for 45 days
after notice, to purchase CenterPoint's insurance business on the same terms.
This agreement defines competitor as commercial property/casualty insurance and
insurance brokerage companies. The agreement will contain a covenant not to
compete whereby, until the second anniversary of the date of termination of
employment, Mr. Zimmer is prohibited from (1) engaging in any business in
direct competition with Driver or CenterPoint's business and financial services
group in any territory where Driver or CenterPoint conducts such business, (2)
soliciting for employment a CenterPoint employee, (3) soliciting or selling any
competitive products or services to any person or entity which is, or has been
within one year prior to the date of termination, a customer of Driver or of
CenterPoint's business and financial services group, or that was known by Mr.
Zimmer to have been actively solicited by CenterPoint during such period, (4)
calling upon a prospective acquisition candidate which was approached or
analyzed by CenterPoint within one year prior to the termination date, for the
purpose of acquiring the entity, (5) disclose the identity of any agents or
brokers that produce or finance insurance through CenterPoint or any current or
prospective policyholder or premium finance customer for any reason or purpose.

Upon the closing of the offering, Driver and CenterPoint will enter into a
five-year employment agreement with Jerold D. Hall pursuant to which he will
serve as Executive Vice President and Chief Operating Officer of Driver. Mr.
Hall's annual base salary under this agreement will be $230,000. Mr. Hall is
also eligible to earn an annual bonus of up to $250,000. Unless terminated or
not renewed by Driver or Mr. Hall, the term of the employment agreement will
continue after the initial term on a year-to-year basis on the same terms and
conditions existing at the time of renewal. If Driver terminates Mr. Hall's
employment without cause, or if he voluntarily terminates his employment within
90 days after a "constructive termination," he will be entitled to severance
benefits equal to the product of three times the sum of the amount of his
annual base salary, minimum base allowance and bonus, if any, for the calendar
year immediately preceding the year in which he is terminated. Constructive
termination under Mr. Zimmer's employment agreement includes: (1) Driver
assigning duties to Mr. Hall that are materially inconsistent with his position
as either Executive Vice President or Chief Operating Officer of Driver; (2) a
reduction in salary, minimum expense allowance or bonus opportunity; (3) a
change in control of Driver other than pursuant to a change in control of
CenterPoint; and (4) the triggering of Driver's obligations to pay severance to
Thomas W. Corbett and P. Gregory Zimmer, executive officers of Driver, under
their employment agreements. Messrs. Hall, Corbett and Zimmer also have a
limited right of first refusal with respect to a sale of CenterPoint's
insurance business. Should CenterPoint decide to accept an offer for the sale
of its insurance business to a "competitor," Messrs. Hall, Corbett and Zimmer
shall be entitled to lead an investment group which will have the right, for 45
days after notice, to purchase CenterPoint's insurance business on the same
terms. This agreement defines competitor as commercial property/casualty
insurance and insurance brokerage companies. The agreement will contain a
covenant not to compete whereby, until the second anniversary of the date of
termination of employment, Mr. Hall is prohibited from (1) engaging in any
business in direct competition with Driver or CenterPoint's business and
financial services group in any territory where Driver or CenterPoint conducts
such business, (2) soliciting for employment a CenterPoint employee, (3)
soliciting or selling any competitive products or services to any person or
entity which is, or has been within one year prior to the date of termination,
a customer of Driver or of CenterPoint's business and financial services group,
or that was known by Mr. Hall to have been actively solicited by CenterPoint
during such period, (4) calling upon a prospective acquisition candidate which

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was approached or analyzed by CenterPoint within one year prior to the
termination date, for the purpose of acquiring the entity, (5) disclose the
identity of any agents or brokers that produce or finance insurance through
CenterPoint or any current or prospective policyholder or premium finance
customer for any reason or purpose.

Upon the closing of the offering, IDA will enter into a four-year employment
agreement with Russell P. Minetti, pursuant to which he will serve as IDA's
President at an annual base salary of $200,000. This agreement also provides
for an annual bonus of up to 50% of base salary for 1999 and up to 100% of base
salary thereafter. Unless terminated or not renewed by IDA or Mr. Minetti, the
agreement will continue after the initial term on a year-to-year basis on the
same terms and conditions existing at the time of renewal. In the event IDA
terminates Mr. Minetti's employment without cause or Mr. Minetti voluntarily
terminates his employment within 60 days after a "constructive termination,"
Mr. Minetti will be entitled to severance compensation which includes his base
salary and prorated bonus for the greater of the remainder of his employment
term or two years. Constructive termination under Mr. Minetti's agreement
includes (1) demotion to a position substantially below that of IDA's President
or the assignment of duties and responsibilities that are not commensurate with
such position, (2) substantial reduction in base salary, (3) relocation of the
place of employment outside the New Jersey area or (4) a change in control of
IDA other than pursuant to a change in control of CenterPoint. This employment
agreement will contain a covenant not to compete whereby, until the second
anniversary of the date of termination of employment, Mr. Minetti is prohibited
from (1) engaging in any business in direct competition with IDA within any
business market where IDA conducts business, (2) soliciting or selling any
competitive products or services to any person or entity which is, or has been
within one year prior to the date of termination, a customer of IDA or that was
known by Mr. Minetti to have been actively solicited by IDA during such period,
(3) soliciting for employment an employee of IDA, or (4) calling upon a
prospective acquisition candidate which was approached or analyzed by
CenterPoint within one year prior to the termination date, for the purpose of
acquiring the entity.

Upon the closing of the offering, TRC will enter into a five-year employment
agreement with Ben Reppond, pursuant to which he will serve as TRC's Chief
Executive Officer and Senior Vice President and Director of Driver's Employee
Benefits division at an annual base salary of $400,000. Mr. Reppond may be
eligible for bonus compensation at the discretion of Driver's Board of
Directors. In the event TRC terminates Mr. Reppond's employment without cause
or Mr. Reppond voluntarily terminates his employment within 60 days after a
"constructive termination," Mr. Reppond will be entitled to severance
compensation consisting of his base salary for the remainder of his employment
term. Constructive termination under Mr. Reppond's agreement includes (1)
demotion to a position substantially below that of TRC's Chief Executive
Officer or the assignment of duties and responsibilities that are not
commensurate with such position, (2) substantial reduction in base salary or
(3) relocation of the place of employment outside the greater Seattle,
Washington metropolitan area. This employment agreement will contain a covenant
not to compete whereby, until the third anniversary of the date of termination
of employment, Mr. Reppond is prohibited from (1) engaging in any business in
direct competition with CenterPoint or its subsidiaries within any business
market where CenterPoint or any of its subsidiaries conduct business, (2)
soliciting or selling any competitive services to any person or entity which
is, or has been within one year prior to the date of termination, a customer of
CenterPoint or any of its subsidiaries or that was known by Mr. Reppond to have
been actively solicited by CenterPoint or any of its subsidiaries during such
period, (3) soliciting for employment an employee of CenterPoint or its
subsidiaries, or (4) calling upon a prospective acquisition candidate which was
approached or analyzed by CenterPoint or any of its subsidiaries within one
year prior to the termination date, for the purpose of acquiring the entity.

Upon the closing of the offering, TRC will enter into a three-year
employment agreement with Louis R. Baransky, pursuant to which he will serve as
Vice President of TRC and broker. Mr. Baransky shall receive compensation based
on his "commission base income" on the following basis: 20% of the first
$1,000,000 in commission base income, 25% of the next $300,000 in commission
base income and 30% of any amount above $1,300,000 in commission base income.
Additionally, if Mr. Baransky is assigned the administration of business
developed by other employees of TRC, Mr. Baransky will receive a flat 20%
commission on such business. In the event TRC terminates Mr. Baransky's
employment without cause or Mr. Baransky voluntarily

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terminates his employment within 60 days after a "constructive termination,"
Mr. Baransky will be entitled to severance compensation equal to the average of
his monthly compensation for the six months prior to such termination for the
remainder of his employment term. Constructive termination under Mr. Baransky's
agreement includes (1) demotion to a position substantially below that of TRC's
Vice President or the assignment of duties and responsibilities that are not
commensurate with such position, (2) substantial reduction in compensation or
(3) relocation of the place of employment outside the greater Seattle,
Washington metropolitan area. This employment agreement will contain a covenant
not to compete whereby, until the third anniversary of the date of termination
of employment, Mr. Baransky is prohibited from (1) engaging in any business in
direct competition with CenterPoint or its subsidiaries within any business
market where CenterPoint or any of its subsidiaries conduct business, (2)
soliciting or selling any competitive services to any person or entity which
is, or has been within one year prior to the date of termination, a customer of
CenterPoint or any of its subsidiaries or that was known by Mr. Baransky to
have been actively solicited by CenterPoint or any of its subsidiaries during
such period, (3) soliciting for employment an employee of CenterPoint or its
subsidiaries, or (4) calling upon a prospective acquisition candidate which was
approached or analyzed by CenterPoint or any of its subsidiaries within one
year prior to the termination date, for the purpose of acquiring the entity.

Upon the closing of the offering, VeraSource will enter into a three-year
employment agreement with Scott D. Perry, pursuant to which he will serve as
VeraSource's Vice President at an annual base salary of $92,000. Mr. Perry is
entitled to bonus compensation in an amount equal to 5% of the amount, if any,
by which the actual revenue of VeraSource for the applicable 12 month period
exceeds $360,000. In the event VeraSource terminates Mr. Perry's employment
without cause or Mr. Perry voluntarily terminates his employment within 60 days
after a "constructive termination," Mr. Perry will be entitled to severance
compensation equal to the amount of his base salary for the remainder of his
employment term. Constructive termination under Mr. Perry's agreement includes
(1) demotion to a position substantially below that of VeraSource's Vice
President or the assignment of duties and responsibilities that are not
commensurate with such position, (2) substantial reduction in base salary or
bonus compensation or (3) relocation of the place of employment outside the
greater Minneapolis, Minnesota metropolitan area. This employment agreement
will contain a covenant not to compete whereby, until the third anniversary of
the date of termination of employment, Mr. Perry is prohibited from (1)
engaging in any business in direct competition with CenterPoint or its
subsidiaries within any business market where CenterPoint or any of its
subsidiaries conduct business, (2) soliciting or selling any services to any
person or entity which is, or has been within one year prior to the date of
termination, a customer of CenterPoint or any of its subsidiaries or that was
known by Mr. Perry to have been actively solicited by CenterPoint or any of its
subsidiaries during such period, (3) soliciting for employment an employee of
CenterPoint or its subsidiaries, or (4) calling upon a prospective acquisition
candidate which was approached or analyzed by CenterPoint or any of its
subsidiaries within one year prior to the termination date, for the purpose of
acquiring the entity.

CenterPoint will also enter into employment agreements with Thomas W.
Corbett and Robert F. Gallo. See "CenterPoint Management--Executive
Compensation; Employment Agreements; Incentive Compensation Agreements;
Covenants-Not-To-Compete."

Certain U.S. Federal Income Tax Consequences

The following is a summary of the material anticipated Federal income tax
consequences of the Mergers. It does not address any tax consequences to
persons who exercise dissenters' rights. This discussion may not apply to
certain classes of persons subject to special tax treatment, such as foreign
persons, tax-exempt organizations, persons who acquire CenterPoint common stock
as compensation, or persons who hold their interests in the CenterPoint
Companies other than as a capital asset. This discussion is based upon existing
laws, regulations, rulings and decisions, all of which are subject to change
(possibly with retroactive effect). No ruling has been or will be requested
from the Internal Revenue Service on the tax consequences of these Mergers.

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It is the opinion of Katten Muchin & Zavis that for Federal income tax
purposes, each Merger will qualify for treatment under Section 351 of the
Internal Revenue Code of 1986, as amended. Accordingly:

1.No gain or loss will be recognized by a security holder of a CenterPoint
Company with respect to shares of CenterPoint common stock received in
exchange for their CenterPoint Company stock.

2. Each security holder of a CenterPoint Company who receives cash in
exchange for CenterPoint Company stock will recognize taxable income in
an amount equal to the lesser of (1) the amount of cash received in the
Merger or (2) an amount equal to the difference between (a) the amount
of the cash and the fair market value of the shares of the CenterPoint
common stock received and (b) the security holder's adjusted tax basis
in the property exchanged therefor. Such gain will be long-term capital
gain if their holding period in their CenterPoint Company stock is more
than twelve months.

3. A security holder's holding period for the CenterPoint common stock
received in his or her respective Merger will include the period during
which such security holder held the transferred property.

4. The tax basis of the CenterPoint common stock received in the respective
Merger will be equal to the adjusted tax basis that such exchanging
security holder has in the CenterPoint Company stock which it transfers
in the respective Merger (determined immediately before the Merger),
decreased by the amount of cash received in the Merger, and increased by
the amount of gain recognized by such security holder in their
respective Merger.

The analysis contained herein does not address any state, local or foreign
tax consequences of the Mergers, and is not intended as a substitute for
careful tax planning, particularly since certain of the tax consequences of the
Mergers will not be the same for all taxpayers. Consequently, each exchanging
security holder should consult his or her own tax advisor as to the specific
tax consequences of the Mergers as they pertain to such holder.

Accounting Treatment

The Mergers will be recorded by CenterPoint under the purchase method of
accounting.

Certain Federal Securities Law Consequences

The CenterPoint common stock to be issued in the Mergers has been registered
under the Securities Act, thereby allowing such shares to be freely traded
without restriction under the Securities Act; provided, however, that shares
held by stockholders of CenterPoint or the CenterPoint Companies who are deemed
to control, be controlled by or be under common control with CenterPoint or the
CenterPoint Companies, respectively ("Affiliates"), will not be freely
tradeable under the Securities Act. Affiliates of the CenterPoint Companies may
not sell their shares of CenterPoint common stock acquired in the Mergers
except pursuant to (1) an effective registration statement under the Securities
Act covering such shares, (2) the resale provisions of Rule 145 promulgated
under the Securities Act or (3) another applicable exemption from the
registration requirements of the Securities Act. In general, Rule 145, as
currently in effect, imposes restrictions on the manner in which such
Affiliates may make resales of CenterPoint common stock and also on the number
of shares of CenterPoint common stock that such Affiliates, and others
(including persons with whom the Affiliates act in concert), may sell within
any three-month period. These restrictions will generally apply for at least a
period of one year after the Mergers (or longer if the person is an Affiliate
of CenterPoint).

In addition, under the Merger Agreements, all of the owners of the
CenterPoint Companies have agreed not to sell, transfer or otherwise dispose of
any of the shares of CenterPoint common stock acquired in the Merger for a
period of 18 months following the IPO. Effective 18 months after the offering,
20% of each stockholder's shares will be released from such restrictions, and
an additional 20% of the original number of restricted shares will be released
on the expiration of each six-month period thereafter.

Shares held by stockholders who are CenterPoint employees are subject to
additional restrictions. If a stockholder's employment with a CenterPoint
Company is terminated within 30 months of the IPO, other

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than through death, disability, retirement or circumstances approved by
management of the CenterPoint Company and by CenterPoint's chief executive
officer, restricted shares then held by such stockholder will remain restricted
until the fifth anniversary of the offering. The owners and employees of the
CenterPoint Companies have certain piggyback registration rights beginning on
the second anniversary of the offering with respect to shares that have been
released from transfer restrictions. The certificates representing the shares
issued in the Mergers and shares issued to initial investors and management
will bear a legend describing the applicable transfer restrictions. In
addition, CenterPoint and the owners and employees of the CenterPoint Companies
have agreed with certain exceptions, not to offer, pledge, sell, contract to
sell or otherwise dispose of any shares of common stock, or any securities
convertible into or exchangeable for common stock, for a period of 180 days
following the date of the prospectus related to the IPO without the prior
written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.

New York Stock Exchange Listing

CenterPoint intends to list the shares of CenterPoint common stock to be
issued in the Merger (including the shares of CenterPoint common stock issuable
pursuant to the bonus plans) on the New York Stock Exchange.

THE MERGER AGREEMENTS

Following is a summary of the structure and certain provisions of the Merger
Agreements. The summary does not purport to be complete and is qualified in its
entirety by reference to each of the Merger Agreements. Copies of each of the
Merger Agreements for each of the CenterPoint Companies are available upon
written request of CenterPoint at 225 West Washington, Suite 1600, Chicago,
Illinois 60603, Attn: . The actual Merger Agreements have also been filed
as Exhibits to CenterPoint's registration statement on Form S-4. See "Where You
Can Find More Information." You should read the full text of the Merger
Agreements.

Structure of the Mergers

The following is a summary of the Merger structure for each of the
CenterPoint Companies:

.Berry Dunn
Prior to the Berry Dunn merger, certain stockholders of Berry Dunn will
transfer their Berry Dunn shares to a newly formed Maine limited
liability company. Berry Dunn will convert from a professional service
corporation to a business corporation. A newly formed wholly-owned
subsidiary of CenterPoint will then merge with and into Berry Dunn,
leaving Berry Dunn as the surviving company and a wholly-owned subsidiary
of CenterPoint.

.Driver
Pursuant to the Driver merger, a wholly-owned subsidiary of CenterPoint
will be merged with and into Driver, with Driver being the surviving
company in the merger and continuing its existence as a company organized
under the laws of the State of Delaware.

.Follmer
Prior to the Follmer merger, the stockholders of Follmer will contribute
their Follmer stock to a newly formed Michigan limited liability company.
Follmer will convert from a professional corporation to a business
corporation. A newly formed wholly-owned subsidiary of CenterPoint will
then merge with and into Follmer, leaving Follmer as the surviving
company and a wholly-owned subsidiary of CenterPoint.

.Grace
In anticipation of the Grace merger, the stockholders of Grace have
transferred their Grace shares to a newly formed Missouri limited
liability partnership. Grace will be converted from a professional
corporation to a business corporation. A newly formed wholly-owned
subsidiary of CenterPoint will then merge with and into Grace, leaving
Grace as the surviving company and a wholly-owned subsidiary of
CenterPoint.

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.Holthouse
Holthouse is a limited liability partnership owned by seven professional
corporations (the "Corporate Partners") and one individual partner (the
"Individual Partner" and collectively with the Corporate Partners, the
"Partners"). Holthouse will transfer all of its assets to a newly formed
Delaware limited liability company (the "HCVT Company"). The Partners
will dissolve Holthouse and, in exchange for each of their partnership
interests in Holthouse, will receive membership interests in the HCVT
Company (the "HCVT Company Interests"). Prior to the closing, the
Individual Partner will transfer her HCVT Company Interests to a newly
formed Delaware limited liability company (the "LLC Partner").
CenterPoint will create seven wholly-owned Delaware transitory corporate
merger subsidiaries (each a "Mergersub" and, collectively, the
"Mergersubs") and Pass Mergersub LLC, a Delaware limited liability
company. Pursuant to the Merger Agreement, each Corporate Partner will
convert into a business corporation. The Mergersubs will then merge with
and into each Corporate Partner. The Corporate Partners will be the
surviving entities and wholly-owned subsidiaries of CenterPoint. Pass
Mergersub LLC will merge with and into the LLC Partner, with the LLC
Partner being the surviving limited liability company and a wholly-owned
subsidiary of CenterPoint.

.IDA
Pursuant to the IDA merger, a wholly-owned subsidiary of CenterPoint will
be merged with and into IDA, with IDA being the surviving company in the
merger and continuing its existence as a company organized under the laws
of the State of New Jersey.

.Mann Frankfort
Mann Frankfort, currently a Texas professional corporation, will, prior
to the Closing Date, convert Mann Frankfort from a professional
corporation to a business corporation by adopting a plan of conversion
and amending its organizational documents (the "MFSL Company"). At the
Effective Time, MFSL Mergersub, Inc., a Delaware corporation and a
wholly-owned subsidiary of CenterPoint will merge with and into MFSL
Company with MFSL Company being the surviving corporation in the merger.

.Reppond
Pursuant to the Reppond merger, wholly-owned subsidiaries of CenterPoint
will be merged with and into each of TRC, RA and VeraSource, with TRC and
VeraSource being the surviving corporations, continuing their existence
as companies organized under the laws of the State of Washington and RA
being the surviving limited liability company in the merger, continuing
its existence as a limited liability company organized under the laws of
the State of Washington.

.Reznick
In preparation of the Reznick merger, the stockholders of Reznick have
transferred all of the outstanding shares of Reznick to a newly formed
Maryland limited liability company. This limited liability company will
provide the attest services previously provided by Reznick. Reznick will
be converted from a professional corporation to a business corporation. A
newly formed wholly-owned subsidiary of CenterPoint will then be merged
with and into Reznick, leaving Reznick as the surviving company and a
wholly-owned subsidiary of CenterPoint.

.Simione
Pursuant to the Simione merger, Simione will transfer to a wholly-owned
Delaware limited liability company substantially all of Simione's assets
and liabilities other than the assets and liabilities relating to the
provision of attest services. This new limited liability company will
then be merged with and into a newly formed wholly-owned subsidiary of
CenterPoint, with such CenterPoint subsidiary being the surviving entity
in the merger.

.Urbach
Urbach, currently a New York professional corporation, will, prior to the
Closing Date, merge with and into Urbach, Kahn & Werlin, P.C., a newly
formed Massachusetts professional corporation ("Mass"), with Mass
surviving as a business corporation (the "UKW Company"). Following this
merger and conversion, the stockholders of UKW Company will contribute
all of their issued and outstanding

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capital stock in UKW Company to UKW Management LLC, a newly formed
Delaware limited liability company ("UKW LLC") in exchange for
proportionate membership interests in UKW LLC. At the Effective Time, UKW
Mergersub Inc., a Delaware corporation and wholly-owned subsidiary of
CenterPoint, will merge with and into UKW Company, with UKW Company being
the surviving corporation in the merger. Urbach's two existing
subsidiaries, World Computer Support LLC and Legal and Scientific
Analysis Group, Inc., will continue as wholly-owned subsidiaries of
Urbach following the Urbach merger.

Conditions to Each Party's Obligations to Effect the Mergers

Consummation of the Mergers is subject to the satisfaction of the following
conditions:

. Underwriting Agreement. The underwriting agreement related to the IPO
shall have been executed and the closing of the sale of CenterPoint
common stock to the underwriters pursuant thereto shall have occurred
simultaneously with the closing of the Mergers.

. Closings of the Mergers. The closings of all the Mergers shall have
occurred simultaneously, unless terminated in accordance with the
respective Merger Agreements.

. Securities Approvals. This registration statement and the registration
statement on Form S-1 registering the CenterPoint shares to be offered in
the IPO shall have become effective under the Securities Act, and no stop
order suspending the effectiveness of such registration statements shall
have been issued and remain in effect, and no proceedings for that
purpose shall have been initiated or threatened by the SEC or any state
regulatory authorities.

. Injunctions. No preliminary or permanent injunction or other order or
decree shall be pending before or issued by any federal or state court,
which seeks to prevent or prevents the consummation of the IPO or any of
the Mergers and remains in effect.

. Minimum Price. The initial public offering price of the CenterPoint
common stock shall not be less than $ per share.

. No Government Action. No action shall have been taken, and no statute,
rule or regulation shall have been enacted, by any state or federal
government or government agency in the United States which would prevent
the consummation of any of the Mergers or make the consummation of the
Mergers illegal.

. Consents. All material governmental and third party waivers, consents and
members' approvals required for the consummation of the Mergers and the
transactions contemplated by the Merger Agreements shall have been
obtained and be in effect.

. No Legal Proceedings. No action, suit or proceeding with respect to the
Mergers shall have been filed or threatened by a third party and remain
threatened or pending before any court, governmental authority or
regulatory person.

. Authorization. The Merger Agreements, the Mergers and the transactions
contemplated thereby shall have been approved and adopted by the
requisite number of security holders of each respective CenterPoint
Company in the manner required by any applicable law and the respective
organizational documents.

. Credit Facility. CenterPoint shall have entered into one or more credit
facilities providing for aggregate commitments of not less than $75
million.

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Conditions to Obligations of each CenterPoint Company and its Security Holders
to Effect the Mergers

In addition, unless waived by the applicable CenterPoint Company, the
obligation of each CenterPoint Company and its security holders to consummate
each respective Merger is subject to certain additional conditions, including:

. Representations and Warranties. The representations and warranties of
CenterPoint contained in each respective Merger Agreement shall be
accurate in all material respects.

. Covenants. CenterPoint and each Merger subsidiary shall have performed in
all material respects the covenants required by each Merger Agreement.

. Legal Opinion. Each respective CenterPoint Company shall have received a
legal opinion from counsel to CenterPoint.

. Incentive Compensation Agreement. Each of the security holders of each of
the CenterPoint Companies shall have been afforded the opportunity to
enter into an incentive compensation agreement with CenterPoint.

. Stockholders' Agreement. Each of the security holders of each of the
CenterPoint Companies who are to receive shares of CenterPoint common
stock pursuant to the Merger Agreements, and the other stockholders of
CenterPoint other than those acquiring stock in the IPO shall have
entered into a stockholders agreement.

. Other Mergers. All conditions to the other Mergers shall have been
satisfied.

Conditions to Obligation of CenterPoint to Effect the Mergers

In addition, unless waived by CenterPoint, the obligation of CenterPoint to
consummate each Merger is subject to certain conditions, including:

. Representations and Warranties. The representations and warranties of
each CenterPoint Company and its respective security holders contained in
the applicable Merger Agreement shall be accurate in all material
respects.

. Covenants. Each CenterPoint Company and its respective security holders
shall have performed in all material respects the covenants required by
the applicable Merger Agreement.

. Legal Opinion. CenterPoint shall have received a legal opinion from
counsel to each CenterPoint Company.

. Comfort Letters. CenterPoint and the Underwriters shall have received
comfort letters in customary form from each of the CenterPoint Company's
independent public accountants, dated the effective date of the Form S-1
and the Closing Date (or such other date reasonably acceptable to
CenterPoint), with respect to certain financial statements and other
financial information included in the Form S-1 and any subsequent changes
in specified balance sheet and income statement items, including total
assets, working capital, total security holders' equity, total revenue
and the total per share amounts of net income.

. Stockholders' Agreement. Each of the security holders of each CenterPoint
Company shall have executed the related stockholders agreement.

In addition, with respect to the Mergers with the CenterPoint Companies
other than Driver, IDA and Reppond, it shall be a further condition to
CenterPoint's obligation to close that these firms divest all Attest Services
to the Attest Firms and execute a separate practice agreement, services
agreement and incentive compensation agreement. See "Business of CenterPoint
After the Mergers--Employee Incentives" and "Certain Transactions--The
Mergers."

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Closing of the Mergers and Effective Time of the Mergers

The closing of the transactions provided for in each Merger Agreement will
occur on the date on which the transactions contemplated by the initial public
offering are consummated (the "Closing Date"). The "Effective Time" of each
Merger will occur at the time the applicable certificate of merger is filed
with the Secretary of State of the applicable state.

Conduct of the CenterPoint Companies' Businesses Prior to the Mergers

Under each respective Merger Agreement, each CenterPoint Company has agreed,
during the period from the date of the Merger Agreement and continuing until
the earlier of the termination of such Merger Agreement pursuant to its terms
and the Closing Date, except to the extent that CenterPoint otherwise consents
in writing, that each CenterPoint Company shall conduct its business in the
ordinary and usual course and consistent with past practices, and shall use
commercially reasonable efforts to preserve intact its business organization
and goodwill, keep available the services of its present officers and key
employees, and preserve the goodwill and business relationships with clients
and others having business relationships with it and not engage in any action,
directly or indirectly, with the intent adversely to impact the transactions
contemplated by the applicable Merger Agreement. Each Merger Agreement places
restrictions on the ability of the applicable CenterPoint Company, among other
things, to amend its organizational documents, issue or sell securities or
grant options therefor, alter its capital structure, pay dividends or
distributions, make material acquisitions, make material dispositions of
assets, incur indebtedness or increase employee compensation or severance
benefits.

No Solicitation

Prior to the Closing Date or earlier termination of the applicable Merger
Agreement, each CenterPoint Company and its security holders will (1) not, and
the CenterPoint Company will use its diligent efforts to cause its
subsidiaries, directors, officers, agents and advisers not to, initiate,
solicit, negotiate, encourage or provide non-public or confidential information
to facilitate any proposal or offer to acquire all or any substantial part of
the business and properties of the CenterPoint Company or any equity interest
therein, and (2) promptly advise CenterPoint of the terms of any communications
the CenterPoint Company or its security holders may receive or become aware of
relating to any of the foregoing.

Termination of Each Merger Agreement

Each Merger Agreement may be terminated and the Merger transactions may be
abandoned:

(a) at any time prior to the Closing Date by mutual agreement of all
parties;

(b) in the event that (1) a CenterPoint Company seeks to amend or
supplement certain schedules of the applicable Merger Agreement, (2) such
amendment or supplement constitutes or reflects a material adverse effect
on the operations, assets, condition (financial or otherwise), operating
results, client relations or prospects of the CenterPoint Company, and (3)
CenterPoint and a majority of the CenterPoint Companies do not consent to
such amendment or supplement;

(c) at any time prior to the Closing Date by CenterPoint, (1) if the
Merger is not completed by August 31, 1999 other than on account of delay
or default on the part of CenterPoint or any of its stockholders or any of
their affiliates or associates; (2) if the Merger is enjoined by a final,
unappealable court order not entered at the request or with the support of
CenterPoint or any of its stockholders or any of their affiliates or
associates; (3) if the applicable CenterPoint Company (A) fails to perform
in any material respect any of its material covenants in the respective
Merger Agreement and (B) does not cure such default in all material
respects within thirty (30) days after written notice of such default is
given to the applicable CenterPoint Company by CenterPoint; or (4) if the
security holders of the applicable CenterPoint Company (A) fail to perform
in any material respect any of their material covenants in the respective
Merger Agreement and (B) do not cure such default in all material respects
within thirty (30) days after written notice of such default is given to
the security holder representative by CenterPoint;

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(d) by mutual consent of the managers, general partners or boards of
directors of the CenterPoint Company, as applicable, and the board of
directors of CenterPoint;

(e) at any time prior to the Closing Date by the applicable CenterPoint
Company (1) if the related Merger is not completed by August 31, 1999 other
than on account of delay or default on the part of the applicable
CenterPoint Company or its security holders, or any of their affiliates or
associates; (2) if the related Merger is enjoined by a final, unappealable
court order not entered at the request or with the support of the
applicable CenterPoint Company or its security holders, or any of their
affiliates or associates; or (3) if CenterPoint (A) fails to perform in any
material respect any of its material covenants in the related Merger
Agreement and (B) does not cure such default in all material respects
within thirty (30) days after written notice of such default is given to
CenterPoint.

Expenses; Fees

All fees and expenses incurred in connection with the Merger Agreements and
the transactions contemplated thereby will be paid by the party incurring such
expenses, whether or not the respective Merger is consummated. CenterPoint will
pay the fees and expenses of the independent public accountants and legal
counsel to CenterPoint and all filing, printing and other reasonable,
documented fees and expenses associated with the IPO and this Joint Information
Statement/Prospectus whether or not the IPO is completed.

Exchange/Issuance of Stock Certificates in the Mergers

At or after the Effective Time of each Merger, CenterPoint will make
available, and each holder of securities in a CenterPoint Company ("Old
Securities") (other than those security holders who take required actions to
properly assert their dissenters' rights under the applicable state law) will
be entitled to receive, upon surrender to CenterPoint of one or more
certificates evidencing Old Securities for cancellation, certificates or a
similar instrument evidencing the number of shares of CenterPoint common stock
into which such Old Securities are converted in each Merger. Shares of
CenterPoint common stock into which Old Securities are to be converted in each
Merger shall be deemed to have been issued at the applicable Effective Time.

Employment Agreements

It shall be a further condition to the closing of certain of the Mergers
that certain employment agreements be executed and delivered. See "Approval of
the Mergers and Related Transactions--Interests of Certain Persons in the
Mergers."

Dissenters' Rights Regarding the Mergers

The following discussion is not a complete statement of the laws pertaining
to dissenters' rights under the applicable state corporation laws, and is
qualified in its entirety by the full text of the sections referenced below.
Voting against, abstaining from voting or failing to vote on approval and
adoption of any Merger proposal will not constitute a demand for fair value
within the meaning of the relevant acts. Dissenting security holders are urged
to consult legal counsel with respect to dissenters' rights under the
applicable state corporation laws.

Any dissenting security holder who perfects the right to be paid the fair
market value of the securities of a CenterPoint Company held by such dissenting
security holder will generally recognize gain or loss, if any, for income tax
purposes upon the receipt of cash for such securities. The amount of gain or
loss and its character as ordinary or capital gain or loss will be determined
in accordance with the applicable provisions of the Internal Revenue Code.
Security holders considering the exercise of dissenters' rights should consider
the information set forth under "Approval of Mergers and Related Transactions--
Certain U.S. Federal Income Tax Consequences."

Dissenting security holders who comply with the applicable procedures
summarized herein will be entitled to receive the fair value of the securities
of the CenterPoint Company held by such dissenting security holders.

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A dissenting security holder must follow the applicable steps summarized below
properly and in a timely manner to properly assert the applicable dissenting
security holder's rights.

Under California State Corporate Law

Although Driver is a Delaware corporation, Section 2115 of the California
Corporations Code ("CCC") makes substantial portions of the CCC applicable,
with limited exceptions, to a foreign corporation with more than half of its
outstanding stock held of record by persons having addresses in California and
more than half of its business conducted in the state (as measured by factors
based on the corporation's levels of property, payroll and sales as determined
for California franchise tax purposes), irrespective of the corporation's state
of incorporation. Although Driver is incorporated in Delaware, it is subject to
Section 2115. The statutory provisions of the CCC to which Driver is subject
include, but are not limited to, provisions governing a director's standard of
care in performing the duties of a director, a stockholder's right to vote
cumulatively in any election of directors, a director's or stockholder's right
to inspect corporate records, indemnification requirements concerning
directors, officers and others and the corporate requirements to effectuate
corporate reorganizations (including mergers and acquisitions). Although a
dissenting stockholder may choose to proceed under one or both of the states'
statutes, a dissenting stockholder must follow the appropriate procedures under
either the DGCL or the CCC or suffer the termination or waiver of such rights.

Under Section 1300 of the CCC, any holder of record of shares of Driver
common stock who does not desire to have such shares converted into shares of
CenterPoint common stock pursuant to Driver's Merger may, alternatively, elect
to receive a payment in cash equal to the value of the shares of Driver held by
such dissenting security holder, provided that the dissenting security holder
complies with the provisions of Sections 1301 through 1304 of the CCC. A
dissenting security holder contemplating the exercise of these dissenters'
rights should carefully review the provisions of Sections 1300 through 1304 of
the CCC, which are included in Appendix A attached to this Joint Information
Statement/Prospectus.

Set forth below is a brief summary of the procedures that a dissenting
security holder must follow in order to perfect dissenters' rights under
California law. This summary is not intended to be complete and is qualified in
its entirety by reference to Sections 1300 through 1304 of the CCC.

If the Driver Merger is approved by the required vote of Driver's security
holders, each holder of shares of Driver's common stock who does not vote in
favor of the Driver Merger and who follows the procedures set forth in Section
1301 will be entitled to have the shares held by such dissenting security
holder purchased for cash at their fair market value. The "fair market value"
of the shares of Driver common stock will be determined as of the day before
the first announcement of the terms of the Driver Merger, excluding any
appreciation or depreciation in consequence of the Driver Merger. Accordingly,
the shares of Driver common stock will be valued as if the Driver Merger had
not occurred.

Within ten days after approval of the Merger by Driver's security holders,
Driver must mail an approval notice to each dissenting security holder who has
not voted in favor of the Merger, together with a statement of the price
determined by Driver to represent the fair market value of the shares held by
such dissenting security holder, a brief description of the procedures to be
followed in order for such dissenting security holder to pursue dissenters'
rights, and a copy of Sections 1300 through 1304 of the CCC. The statement of
price by Driver constitutes an offer by Driver to purchase all shares held by a
dissenting security holder at the stated amount.

A dissenting security holder must, within 30 days after the date on which
the approval notice is mailed to such dissenting security holder, mail or
deliver a written demand to Driver stating that such dissenting security holder
is demanding purchase of the shares of Driver common stock stating the number
of shares which Driver must purchase, what the dissenting security holder
claims to be the fair market value of such shares and enclosing the applicable
share certificates for endorsement by Driver.

If Driver and the dissenting security holder agree that such dissenting
security holder is entitled to receive payment for the shares of Driver held by
such dissenting security holder and agree upon the price of such

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shares, Driver must pay the dissenting security holder such agreed upon price
plus interest thereon within 30 days from the later of (1) the date upon which
such price was agreed or (2) the date all contractual conditions to the
applicable Merger are satisfied.

If Driver denies that such dissenting security holder is entitled to receive
payment for the shares of Driver held by such dissenting security holder or if
Driver and the dissenting security holder fail to agree upon the fair market
value of shares of Driver common stock, then within six months after the date
that the approval notice was mailed to the dissenting security holders, any
dissenting security holder who has made a valid written purchase demand and who
has not voted in favor of approval and adoption of the Driver Merger may file a
complaint in California superior court requesting a determination as to whether
such dissenting security holder is entitled to receive payment for the shares
of Driver held by such dissenting security holder or as to the fair market
value of such dissenting security holder's shares of Driver common stock.

Under Delaware State Corporate Law

Driver security holders have the option to exercise dissenters' rights under
the Delaware General Corporations Law ("DGCL") rather than under the CCC. The
limitations on the availability of appraisal rights under the DGCL are
different from those under the CCC. See "--Dissenters' Rights Regarding the
Mergers--Under California State Corporate Law." A dissenting security holder
contemplating the exercise of dissenters' rights under Delaware law should
carefully review the provisions of Section 262 of the DGCL, which are included
in Appendix B to this Joint Information Statement/Prospectus.

Under the DGCL, appraisal rights are not available to: (1) stockholders with
respect to a merger or consolidation by a corporation, the shares of which are
either listed on a national securities exchange or designated as a national
market security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. ("NASD") or are held of record by more than 2,000
holders if such stockholders receive only shares of the surviving corporation
or shares of any other corporation which are either listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the NASD or are held of record by more than
2,000 holders; or (2) stockholders of a corporation surviving a merger if no
vote of the stockholders of a corporation is required to approve the merger
because, among other things, the number of shares to be issued in the merger
does not exceed 20% of the shares of the surviving corporation outstanding
immediately prior to the merger, and if certain other conditions are met.

Shareholders of a California corporation whose shares are listed on a
national securities exchange or on a list of over-the-counter margin stocks
issued by the Board of Governors of the Federal Reserve System generally do not
have appraisal right unless the holders of at least 5% of the class of
outstanding shares claim the right. Appraisal rights are unavailable, however,
if the shareholders of a corporation or the corporation itself, or both,
immediately prior to a reorganization shall own (immediately after the
reorganization) more than five-sixths of the voting power of the surviving or
acquiring corporation or its parent. See "--Dissenters' Rights Regarding the
Mergers--Under California State Corporate Law." These proscriptions do not
apply to the Merger transactions at hand.

The DGCL also does not provide stockholders of a corporation with appraisal
rights when the corporation acquires another business through the issuance of
its capital stock: (1) in exchange for all or substantially all of the assets
of the business to be acquired, (2) in exchange for more than fifty percent of
the outstanding shares of the corporation to be acquired, or (3) in a merger of
the corporation to be acquired with a subsidiary of the acquiring corporation.
The CGCL generally treats these kinds of acquisitions in the same manner as a
direct merger of the acquiring corporation with the corporation to be acquired.
See "--Dissenters' Rights Regarding the Mergers--Under California State
Corporate Law."

Set forth below is a brief summary of the procedures that a Dissenting
Security Holder must follow in order to perfect appraiser rights under DGCL.
This summary is not intended to be complete and is qualified in its entirety by
reference to Section 262 of the DGCL.

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If the proposed merger is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting,
shall notify each of its stockholders who was such on the record date for such
meeting that appraisal rights are available for any or all of the constituent
corporations and shall include in such notice a copy of Section 262 of the
DGCL. Each shareholder electing to demand the appraisal of such stockholder's
shares shall then deliver to the corporation, before the taking of the vote on
the merger, a written demand for appraisal of such stockholder's shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of such stockholder and that the stockholder intends thereby to demand
the appraisal of such stockholder's shares. A proxy vote against the merger
shall not constitute such demand and instead each stockholder seeking to
exercise appraisal rights must do so by submitting a separate written demand to
the corporation. Within 10 days after the effective date of such merger, the
surviving or resulting corporation shall notify each shareholder who exercised
appraisal rights and not voted for or consented to the merger of the date that
the merger became effective.

Within 120 days after the effective date of the merger, the surviving or
resulting corporation or any stockholder entitled to appraisal rights, may file
a petition in the Court of Chancery demanding a determination of the value of
the stock of all such stockholders. Notwithstanding the foregoing, at any time
within 60 days after the effective date of the merger or consolidation, any
stockholder shall have the right to withdraw such stockholder's demand for
appraisal and to accept the terms offered upon the merger. Within 120 days
after the effective date of the merger, any stockholder seeking appraisal
rights upon written request, shall be entitled to receive from the corporation
surviving the merger a statement setting forth the aggregate number of shares
not voted in favor of the merger and with respect to which demands for
appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after such stockholder's written request for such a statement is received
by the surviving or resulting corporation or within 10 days after expiration of
the period for delivery of demands for appraisal, whichever is later.

Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by one or more
publications at least one week before the day of the hearing, in a newspaper of
general circulation published in Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.

At the hearing on such petition, the Court shall determine the stockholders
who have complied with this section and who have become entitled to appraisal
rights. The Court may require the stockholders who have demanded an appraisal
for their shares and who hold stock represented by certificates to submit their
certificates of stock to the Register in Chancery for notation thereon of the
pendency of the appraisal proceedings; and if any stockholder fails to comply
with such direction, the Court may dismiss the proceedings as to such
stockholder.

After determining the stockholders entitled to an appraisal, the Court shall
appraise the shares, determining their fair value exclusive of any element of
value arising from the accomplishment or expectation of the merger, together
with a fair rate of interest, if any, to be paid upon the amount determined to
be the fair value. In determining such fair value, the Court shall take into
account all relevant factors. In determining the fair rate of interest, the
Court may consider all relevant factors, including the rate of interest which
the surviving or resulting corporation would have had to pay to borrow money
during the pendency of the proceeding. Upon application by the surviving or
resulting corporation or by any stockholder entitled to participate in the

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appraisal proceeding, the Court may, in its discretion, permit discovery or
other pretrial proceedings and may proceed to trial upon the appraisal prior to
the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation and who has submitted such stockholder's certificates of stock to
the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that such stockholder is not
entitled to appraisal rights under this section.

The Court shall direct the payment of the fair value of the shares, together
with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of Delaware or of any state.

The costs of the proceeding may be determined by the Court and taxed upon
the parties as the Court deems equitable in the circumstances. Upon application
of a stockholder, the Court may order all or a portion of the expenses incurred
by any stockholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorney's fees and the fees and expenses of
experts, to be charged pro rata against the value of all the shares entitled to
an appraisal.

From and after the effective date of the merger, no stockholder who has
demanded appraisal rights shall be entitled to vote such stock for any purpose
or to receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within 120 days of
the effective date of merger, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger, either within 60 days
after the effective date of the merger or consolidation or thereafter with the
written approval of the corporation, then the right of such stockholder to an
appraisal shall cease. Notwithstanding the foregoing, no appraisal proceeding
in the Court of Chancery shall be dismissed as to any stockholder without the
approval of the Court, and such approval may be conditioned upon such terms as
the Court deems just.

The shares of the surviving or resulting corporation to which the shares of
such objecting stockholders would have been converted had they assented to the
merger shall have the status of authorized and unissued shares of the surviving
or resulting corporation.

Under Maine State Corporate Law

Under Section 909 of the Maine Business Corporations Act ("MBCA"), any
holder of record of shares of Berry Dunn common stock who does not desire to
have such shares converted into shares of CenterPoint common stock pursuant to
the Berry Dunn Merger may, alternatively, be paid the fair value of his or her
shares if the corporate action to which he or she dissented is effected,
provided that the dissenting security holder complies with the procedure
described in this section. The fair value of shares shall be determined as of
the day prior to the date on which the vote of the shareholders, or of the
directors in case a vote of the shareholders was not necessary, was taken
approving the proposed Merger, excluding any appreciation or depreciation of
shares in anticipation of such corporate action.

Set forth below is a brief summary of the procedures that a dissenting
security holder must follow in order to perfect dissenters' rights under Maine
law. This summary is not intended to be complete and is qualified in its
entirety by reference to Sections 908 and 909 of the MBCA.

A dissenting security holder, whether or not entitled to vote, shall file
with Berry Dunn, prior to or at the meeting of shareholders at which such
proposed corporate action is submitted to a vote, a written objection to

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the proposed corporate action. No such objection shall be required from any
shareholder to whom Berry Dunn failed to send notice of such meeting in
accordance with the MBCA.

If Berry Dunn's Merger is approved by the required vote and the dissenting
shareholder did not vote in favor thereof, the dissenting shareholder shall
file a written demand for payment of the fair value of his or her shares. Such
demand: (1) shall be filed with Berry Dunn or, in the case of a merger or
consolidation, with the surviving or new corporation, (2) shall be filed by
personally delivering it, or by mailing it via certified or registered mail, to
such corporation at its registered office within the State of Maine or to its
principal place of business or to an address given to the Secretary of State
(it shall be so delivered or mailed within 15 days after the date on which the
vote of shareholders was taken, or the date on which notice of a plan of merger
of a subsidiary into a parent corporation without vote of shareholders was
mailed to shareholders of the subsidiary), (3) shall specify the shareholder's
current address, and (4) may not be withdrawn without Berry Dunn's consent. A
security holder who votes in favor of Berry Dunn's Merger will lose the right
to receive payment for the fair value of the shares of Berry Dunn's common
stock held by such dissenting security holder.

Any shareholder failing either to object to the proposed corporate action or
to make demand in the time and manner provided shall be bound by the terms of
the proposed corporate action. Any shareholder making such objection and demand
shall thereafter be entitled only to payment as in Section 909 and shall not be
entitled to vote or to exercise any other rights of a shareholder.

The right of a shareholder otherwise entitled to be paid for the fair value
of his or her shares shall cease, and his or her status as a shareholder shall
be restored, without prejudice to any corporate proceedings which may have been
taken during the interim if (a) his or her demand shall be withdrawn upon
consent, or (b) the proposed corporate action shall be abandoned or rescinded,
or the shareholders shall revoke the authority to effect such action, or (c) in
the case of a merger, on the date of the filing of the articles of merger the
surviving corporation is the owner of all the outstanding shares of the other
corporations, domestic or foreign, that are parties to the merger, or (d) no
action for the determination of fair value by a court shall have been filed
within the time provided in Section 909, or (e) a court of competent
jurisdiction shall determine that such shareholder is not entitled to the
relief provided by Section 909.

At the time of filing his or her demand for payment for his or her shares,
or within 20 days thereafter, each shareholder demanding payment shall submit
the certificate or certificates representing his or her shares to the
corporation or its transfer agent for notation thereon that such demand has
been made; such certificates shall promptly be returned after entry thereon of
such notation.

The surviving corporation shall give written notice to each dissenting
shareholder who has made objection and demand as provided in the MBCA that the
corporate action dissented to has been effected, and shall make a written offer
to each dissenting shareholder to pay for such shares at a specified price
deemed by the corporation to be the fair value thereof. Such offer shall be
made at the same price per share to all dissenting shareholders of the same
class. The notice and offer shall be accompanied by a balance sheet of Berry
Dunn, as of the latest available date and not more than twelve months prior to
the making of such offer, and a profit and loss statement for the 12 months'
period ended on the date of such balance sheet. The offer shall be made within
the later of 10 days after the expiration of the period provided in the
statute, for making demand, or 10 days after the Merger is effected; the Merger
shall be effected for this purpose when the articles of merger or consolidation
are filed or upon which later effective date as is specified in the articles of
merger or consolidation as permitted by the MBCA.

If within 20 days after the date by which the corporation is required by the
MBCA to make a written offer to each dissenting shareholder to pay for his or
her shares, the fair value of such shares is agreed upon between any dissenting
shareholder and the corporation, payment therefor shall be made within 90 days
after the date on which the Merger was effected, upon surrender of the
certificate or certificates representing such shares. Upon payment of the
agreed value the dissenting shareholder shall cease to have any interest in
such shares.

If within the additional 20-day period during which the corporation is
required to make a written offer to the dissenting shareholder, one or more
dissenting shareholders and the corporation have failed to agree as to

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<PAGE>

the fair value of the shares, then the corporation may, or shall, if it
receives a demand, bring an action in the Superior Court in Maine. Such action
shall be brought in the county where the registered office of Berry Dunn was
last located. Such action: (1) shall be brought by the corporation if it
receives a written demand for suit from any dissenting shareholder, which
demand is made within 60 days after the date on which the corporate action was
effected; and if it receives such demand for suit, the corporation shall bring
the action within 30 days after receipt of the written demand; or (2) in the
absence of a demand for suit, may at the corporation's election be brought by
the corporation at any time from the expiration of the additional 20-day period
until the expiration of 60 days after the date on which the corporation action
was effected.

If the corporation fails to institute the action within the period specified
above, any dissenting shareholder may thereafter bring such an action in the
name of the corporation. However, no such action may be brought, either by the
corporation or by a dissenting shareholder, more than six months after the date
on which the corporate action was effected.

The court shall determine whether each dissenting shareholder, as to whom
the corporation requests the court to make such determination, has satisfied
the requirements of the statute and is entitled to receive payment for his or
her shares; as to any dissenting shareholder with respect to whom the
corporation makes such a request, the burden is on the shareholder to prove
that he or she is entitled to receive payment. The court shall then proceed to
fix the fair value of the shares. The court may, if it so elects, appoint one
or more persons as appraisers to receive evidence and recommend a decision on
the question of fair value. The appraisers shall have such power and authority
as shall be specified in the order of their appointment or an amendment
thereof.

Under New York State Corporate Law

Under Section 910 of the New York Business Corporations Law ("NYBCL"), any
holder of record of shares of Urbach common stock who does not desire to have
such shares converted into shares of CenterPoint common stock pursuant to the
Urbach Merger may, alternatively, elect to receive a payment in cash equal to
the fair value (determined solely in the manner described below) of the Urbach
shares held by such dissenting security holder and certain other rights and
benefits, provided that the dissenting security holder complies with the
provisions of Section 623 of the NYBCL. A dissenting security holder
contemplating the exercise of these dissenters' rights should carefully review
the provisions of Sections 623 and 910.

Set forth below is a brief summary of the procedures that a dissenting
security holder must follow in order to perfect dissenters' rights under New
York law. This summary is not intended to be complete and is qualified in its
entirety by reference to Sections 623 and 910 of the NYBCL.

Under Section 623, a dissenting security holder must file a written
objection to the Urbach Merger with Urbach prior to the Urbach meeting or at
the Urbach meeting but prior to the vote on the Urbach Merger proposal. Such
written objection should include the dissenting security holder's notice of
election to dissent, the dissenting security holder's name and residence
address, the number and class of shares as to which such dissenting security
holder dissents and a demand for payment of the fair value of such shares if
the Urbach Merger is approved.

If the security holders approve the Urbach Merger, then Urbach must give
written notice of such approval to each dissenting security holder who filed a
written objection and who did not vote in favor of such Urbach Merger proposal
within ten days of the date such Urbach Merger proposal was approved. A
security holder who votes in favor of the Urbach Merger will be deemed to have
elected not to enforce the right to receive payment for the Urbach shares held
by such dissenting security holder.

If an Urbach dissenting security holder holds shares represented by
certificates, such dissenting security holder must submit all applicable
certificates to Urbach, within one month after such dissenting security holder
files a written notice of election to dissent. Any dissenting security holder
holding shares represented by certificates who does not submit such
certificates in this manner may lose such dissenting security holder's
dissenters' rights under Section 623.

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Urbach may, or if the Merger of such entity has been consummated, Urbach
must, make a purchase offer to each dissenting security holder to pay the offer
price which Urbach or CenterPoint, as applicable, believes to be a "fair value"
under Section 623 for the Urbach shares held by such dissenting security
holder. Such purchase offer must be made within 15 days of the later of (1) the
consummation of the Urbach Merger or (2) the expiration of the period within
which security holders may file their notices of election to dissent. All
dissenting security holders holding the same class of securities of Urbach must
be offered the same price per share of such class of securities.

If the Urbach Merger has been consummated at the time the purchase offer is
made, CenterPoint must, concurrently with the purchase offer, provide to each
dissenting security holder (1) who has submitted the certificates evidencing
the applicable shares of Urbach, as provided above, an advanced payment of an
amount equal to 80% of the offer price, and (2) who has not yet submitted the
requisite certificates, a statement that an advanced payment of an amount equal
to 80% of the offer price will be made promptly upon the submission of such
certificates. If the purchase offer is made prior to the consummation of the
applicable Urbach Merger, then such advanced payments or statements relating to
advanced payments, as the case may be, will be made upon the consummation of
the Urbach Merger.

If, within 30 days after the date of a purchase offer, a dissenting security
holder accepts the purchase offer or if the dissenting security holder and
Urbach or CenterPoint, as applicable, agree upon an alternate value for the
dissenting security holder's shares, then any remaining payments owed to the
dissenting security holder must be made to the dissenting security holder
within 60 days after the date of the purchase offer or 60 days after the Urbach
Merger is consummated, whichever is later.

If (a) Urbach or CenterPoint, as applicable, fails to make a purchase offer
within the required 15-day period discussed above or (b) a dissenting security
holder rejects the purchase offer and such dissenting security holder and
Urbach or CenterPoint, as applicable, cannot within 30 days of the date of the
purchase offer agree upon a value for the shares of Urbach held by such
dissenting security holder, then the following procedures will apply:

(1) Urbach or CenterPoint, as applicable, will institute a special
proceeding in the Supreme Court in the judicial district in which the
office of the entity is located within 20 days after the expiration of the
15 or 30-day period discussed above, as the case may be, to determine the
rights of the dissenting security holder and to fix the fair value of such
dissenting security holder's shares.

(2) The court will determine (a) whether the dissenting security holder
is entitled to receive payment for such dissenting security holder's
shares, and (b) the fair value for such shares. In determining the fair
value for such shares, the court will consider the nature of the
transaction giving rise to the dissenting security holder's right to
receive payment under Section 623, the effects of the transaction on the
corporation and the security holders, the concepts and methods customarily
used in the relevant securities and financial markets to determine the
value of the share of a corporation engaging in a similar transaction under
comparable circumstances, and all other relevant factors. This
determination is to be made by a judge without a jury, and in making the
determination there is to be no reference to an appraiser or a referee.

(3) Each party to the proceeding must bear its own costs and expenses,
including attorneys' and experts' fees, unless the court, in its
discretion, assesses all or part of such costs and expenses against either
the dissenting security holder or Urbach or CenterPoint, as applicable.

(4) Within 60 days after the final determination of the court
proceeding, Urbach or CenterPoint, as applicable, will pay to the
dissenting security holder the amount found by the court to be owed to such
dissenting security holder upon surrender of the certificates for any such
shares represented by such certificates.

Under Texas State Corporate Law

Any holder of record of shares of Mann Frankfort common stock who does not
desire to have such shares converted into shares of CenterPoint common stock
pursuant to Mann Frankfort Merger may, alternatively,

41
<PAGE>

elect to receive the fair value of such shares, provided that the dissenting
security holder complies with the provisions of Articles 5.11 and 5.12 of the
TBCA. The term "fair value" is defined in Article 5.12 to mean the value of the
shares as of the day immediately preceding Mann Frankfort's meeting, excluding
any appreciation or depreciation in anticipation of the proposed Mann Frankfort
Merger. A dissenting security holder contemplating the exercise of dissenters'
rights under the TBCA should carefully review the provisions of Articles 5.11
and 5.12.

Set forth below is a brief summary of the procedures that a dissenting
security holder must follow in order to perfect dissenters' rights under Texas
law. This summary is not intended to be complete and is qualified in its
entirety by reference to Articles 5.11 and 5.12 of the TBCA.

A dissenting security holder must file with Mann Frankfort, prior to Mann
Frankfort's meeting, a written objection to Mann Frankfort's Merger. Such
written objection should include (a) a statement to the effect that such
dissenting security holder intends to exercise dissenters' rights if the Mann
Frankfort Merger proposal is approved, and (b) the address of such dissenting
security holder.

If Mann Frankfort's Merger is approved by the requisite percentage of
shares, then Mann Frankfort, as the surviving corporation in the Merger, must
deliver or mail to each dissenting security holder who filed a written
objection and did not vote in favor of the Mann Frankfort Merger an approval
notice. A security holder who votes in favor of Mann Frankfort's Merger will
lose the right to receive payment for the shares of Mann Frankfort's common
stock held by such dissenting security holder.

Within ten days from the date of delivery or mailing of the approval notice,
a dissenting security holder must make a written demand to Mann Frankfort for
payment of the fair value of the shares of Mann Frankfort common stock held by
such dissenting security holder. Such demand must state the number and class of
shares owned by such dissenting security holder and the fair value of such
shares as estimated by the dissenting security holder.

Within 20 days after receipt by Mann Frankfort of a demand by a dissenting
security holder for payment of the fair value of the shares held by such
dissenting security holder, Mann Frankfort shall deliver or mail to the
dissenting security holder a written notice to the effect that Mann Frankfort
will pay within 90 days after the effective date of the Mann Frankfort Merger
(i) the amount claimed, upon the surrender of the duly endorsed share
certificates, or (ii) some other amount as the fair value, upon receipt of a
notice from the dissenting security holder within 60 days after the date of
such offer that such dissenting security holder will accept such amount in
exchange for surrender of the duly endorsed share certificates. If Mann
Frankfort and the dissenting security holder can agree upon the fair value,
such value will be paid to the dissenting security holder and such dissenting
security holder shall cease to have any interest in such shares or in either
Mann Frankfort or CenterPoint. If agreement as to the fair value cannot be
reached, either the dissenting security holder or Mann Frankfort may, within
the time limits prescribed by Article 5.12, file a petition in Texas court
asking for a finding and determination of the fair value of such shares. Court
costs shall be allocated between the parties in such manner as the court shall
determine to be fair and equitable.

Under Washington State Corporate Law

Under Section 23B.13.020 of the Washington Business Corporations Act
("WBCA"), any holder of record of shares of The Reppond Company ("TRC") Common
Stock who does not desire to have such shares converted into shares of
CenterPoint common stock pursuant to the TRC Merger may, alternatively, elect
to receive the fair value of such shares, provided that the dissenting security
holder complies with the provisions of Section 23B.13.010 through 23B.13.310 of
the WBCA. The term "fair value" is defined to mean the value of the shares
immediately before the effective date of the Merger, excluding any appreciation
or depreciation in anticipation of the proposed TRC Merger, unless exclusion
would be inequitable. A dissenting security holder contemplating the exercise
of dissenters' rights under the WBCA should carefully review the provisions of
Chapter 23B.13 of the WBCA, which are included in Appendix C attached to this
Joint Proxy Statement/Prospectus.

42
<PAGE>

Set forth below is a brief summary of the procedures that a dissenting
security holder must follow in order to perfect dissenters' rights under
Washington State law. This summary is not intended to be complete and is
qualified in its entirety by reference to Chapter 23B.13 of the WBCA.

TRC must state in its notice to shareholders of the plan of Merger that they
have a right to dissent from the Merger, plus include a copy of Chapter 23B.13
of the WBCA. A dissenting security holder must deliver to the TRC a written
notice, prior to TRC's meeting at which a vote on the proposed Merger is to
take place, of their intent to demand payment for the their shares if the
proposed Merger is approved and they must not vote such shares in favor of the
proposed action.

If the Merger is approved, a written dissenters' notice must be sent to each
shareholder who satisfied the requirements for dissenting within 10 days of the
effective date of the TRC Merger. The notice must state where the demand for
payment must be sent, inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment demand is received,
supply a form for the demand of such payment, set a date by which the
corporation must receive the payment demand which may not be fewer than 30 nor
more than 60 days after the date the notice was delivered and must include a
copy of chapter 23B.13 of the WBCA. If the Merger is taken without a vote of
shareholders, the corporation within ten days after the effective date of the
Merger shall give the same notice described in this paragraph to all
shareholders entitled to assert dissenter's rights.

Any dissenting security holder who is sent a written dissenters' notice,
must demand payment, certify whether the shareholder acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenter's notice in the preceding paragraph, and deposit the shareholder's
certificates, or is not entitled to payment for its shares. TRC will then have
to pay the dissenting security holder who complied with the requirements within
30 days of the later of the effective date of the Merger or the date the
payment demand is received, the amount TRC estimates to be the fair value of
the dissenting security holder's shares, plus accrued interest.

Under Section 23B.13.280 of the WBCA, a dissenting security holder may
notify TRC in writing of its own estimate of the fair value of its shares and
amount of interest due if: (i) it believes the amount paid is less than the
fair value of its shares, or the interest due was incorrectly calculated; (ii)
TRC fails to make payment within sixty days after the date set for demanding
payment; or (iii) TRC does not effect the proposed Merger and does not return
the deposited certificates or release the transfer restrictions imposed on
uncertificated shares within sixty days after the date set for demanding
payment. A dissenting security holder waives the right to demand payment under
this section unless it notifies TRC of the its demand in writing within thirty
days after TRC made or offered payment for its shares.

If a demand for payment remains unsettled, the corporation shall commence a
proceeding in superior court within sixty days after receiving the payment
demand and petition the court to determine the fair value of the shares plus
accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenting security holder whose demand
remains unsettled the amount demanded.

Dissenters' Rights with respect to a Washington State LLC

Pursuant to Section 25.15.430 of the Washington Limited Liability Company
Act ("WLLCA"), a member of a domestic limited liability company is entitled to
dissent, and obtain payment of the fair value of the member's interest in the
event of a merger of the limited liability company. "Fair Value" means the
value of the member's limited liability company interest immediately before the
effectuation of the merger to which the dissenting member objects excluding any
appreciation or depreciation in anticipation of the merger unless exclusion
would be inequitable.

The member may not challenge the merger unless the merger fails to comply
with the procedural requirements of the WLLCA or the limited liability company
agreement, or is fraudulent with respect to the member or the limited liability
company.

43
<PAGE>

The limited liability company must send a written notice not less than ten
days prior to the approval of the plan of merger, to all members that are
entitled to vote, that they have a right to assert dissenters' rights,
accompanied by a copy of Article XII of the WLLCA. The limited liability
company must notify in writing, within ten days of approval of the merger, all
members not entitled to vote that the plan of merger was approved along with a
dissenters notice which includes: a statement of where the payment demand must
be sent, a statement informing members as to the extent transfer of the
member's interest will be restricted after the payment demand is received, a
form for demanding payment, a date by which the limited liability company must
receive the demand, which may not be less than 30, and no more than 60 days
after the date the dissenters notice was delivered, and a copy of Article XII
of the WLLCA.

Payment to a dissenting member must be made within 30 days, of the later of,
the date that the proposed merger becomes effective, or the payment demand is
received. The limited liability company shall pay to the dissenting member the
amount the company estimates to be the fair market value of the dissenting
member's interest, plus accrued interest.

Under Section 25.15.470 of the WLLCA, a dissenting member may notify the
limited liability company in writing of its own estimate of the fair value of
its interest and amount of interest due and demand payment of its estimate less
payment already made to it by the limited liability company if: (i) it believes
the amount paid is less than the fair value of its interest, or the interest
due was incorrectly calculated; (ii) the limited liability company fails to
make payment within 60 days after the date set for demanding payment; or (iii)
the limited liability company, having failed to effectuate the proposed Merger,
does not release the transfer restrictions imposed on its interests within 60
days after the date set for demanding payment. A dissenting member waives the
right to demand payment under this section unless it notifies the limited
liability company of its demand in writing within 30 days after the limited
liability company made payment for its interest.

If a demand for payment remains unsettled, the limited liability company
shall commence a proceeding in superior court within 60 days after receiving
the payment demand and petition the court to determine the fair value of the
dissenting member's interest in the limited liability company plus accrued
interest. If the limited liability company does not commence the proceeding
within the sixty-day period, it shall pay each dissenting member whose demand
remains unsettled the amount demanded.

Government and Regulatory Approvals

It is a condition to the consummation of the transactions contemplated by
each Merger Agreement that each of the CenterPoint Companies must have received
necessary government and regulatory approvals prior to the Merger. At any time
before or after the Effective Time of the Mergers the Federal Trade Commission
or the Antitrust Division of the United States Department of Justice or any
state could take action pursuant to the federal or state antitrust laws to seek
to enjoin the consummation of a particular Merger. Private parties may also
seek to take legal action under the antitrust laws. Based on information
available to them, each of the CenterPoint Companies believes that the Merger
applicable to each such CenterPoint Company can be effected in compliance with
federal and state antitrust laws. None of the CenterPoint Companies is aware of
any governmental or regulatory approvals required for the consummation of the
applicable Merger, other than compliance with federal and applicable state
securities and corporate laws.

44
<PAGE>

CENTERPOINT SELECTED FINANCIAL DATA
(in thousands, except share and per share data)

CenterPoint will acquire the CenterPoint Companies simultaneously with the
completion of the IPO. For financial statement presentation purposes,
CenterPoint has been identified as the "accounting acquiror."

The table below presents unaudited pro forma combined financial data for
CenterPoint giving effect to the completion of the Mergers and certain pro
forma adjustments to the historical financial statements. These data also
reflect the closing of, and the application of the estimated net proceeds from,
the IPO, at an assumed initial public offering price of $ per share. The
summary pro forma combined financial data do not necessarily indicate the
operating results or financial position that would have been achieved had the
events described been completed during the periods presented. You should not
view the results as representative of the future operating results or financial
position of CenterPoint. See the unaudited pro forma combined financial
statements and related notes and the historical financial statements of the
CenterPoint Companies and related notes included elsewhere in this prospectus.
Selected financial data related to the historical balance sheet and statement
of operations for CenterPoint have been omitted as they are immaterial and do
not provide meaningful information.

<TABLE>
<CAPTION>
Pro Forma
Combined
Year Ended
December 31, 1998
-----------------
<S> <C>
Statement of Operations Data (1):
Revenues:
Professional services...................................... $152,351
Business and financial services............................ 53,128
--------
Total revenues........................................... 205,479
Expenses:
Professional services compensation and related costs (2)... 95,283
Business and financial services compensation and related
costs (2)................................................. 35,358
Other operating expenses (3)............................... 39,188
Depreciation and amortization (4).......................... 10,783
--------
Income from operations....................................... 24,867
Other income, net (5)........................................ 1,495
--------
Income before income taxes................................... 26,362
Provision for income taxes (6)............................... 12,887
--------
Net income................................................... $ 13,475
========
Net income per share.........................................
========
Shares used in computing net income per share (7)............
========
</TABLE>

<TABLE>
<CAPTION>
December 31, 1998
-------------------------
Pro Forma As
Combined (8) Adjusted (9)
------------ ------------
<S> <C> <C>
Balance Sheet Data:
Working (deficit) capital........................... $(90,672) $ 18,729
Total assets........................................ 290,027 305,340
Total long-term debt, net of current portion........ 20,629 --
Stockholders' equity................................ 130,780 264,810
</TABLE>

45
<PAGE>

- --------

(1) The pro forma combined statement of operations data assume that the Mergers
and this offering were completed on January 1, 1998. These data do not
necessarily indicate the results CenterPoint would have achieved had the
IPO and Mergers actually occurred on that date and should not be viewed as
representative of future operating results.

(5) Reflects a reduction of net interest expense of $2.2 million associated
with long-term debt to be repaid from the proceeds of the IPO or retained
by the owners of the CenterPoint Companies.

(6) Assumes all income is subject to a corporate income tax rate of 40% and
assumes all goodwill is non-deductible.

(8) The pro forma combined balance sheet data assume that the Mergers were
completed on December 31, 1998 and are not necessarily indicative of the
financial position that would have been achieved had these events actually
occurred on that date and should not be viewed as representative of
CenterPoint's future financial position.

(9) Adjusted to reflect the sale of shares of common stock offered by,
and the application of the estimated net proceeds from, the IPO, at an
assumed initial public price of $ per share, after which time a total of
shares will be outstanding.

46
<PAGE>

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

The following should be read in conjunction with "CenterPoint Selected
Financial Data," the pro forma combined financial statements and related notes
and the historical financial statements of the CenterPoint Companies and
related notes appearing elsewhere in this prospectus.

Introduction

General

CenterPoint was created to become a leading provider of diversified
professional, business and financial services and products to a broad spectrum
of middle-market clients. CenterPoint has conducted no operations and generated
no revenues to date and has entered into agreements to acquire the eleven
CenterPoint Companies simultaneously with the closing of the IPO. CenterPoint's
revenues are derived primarily from professional services and business and
financial services and products. CenterPoint's pro forma combined revenues for
the year ended December 31, 1998 totaled $205.5 million, of which approximately
74% was derived from professional services and approximately 26% from business
and financial services and products.

Overview--Professional Services--Historical Results of Operations

CenterPoint's professional services firms provide a full range of
consulting, accounting, tax and related professional services to middle-market
clients. The following table presents the combined historical revenues of
CenterPoint's professional services firms for the periods shown:

<TABLE>
<CAPTION>
Fiscal 1996 Fiscal 1997 Fiscal 1998
----------- ----------- -----------
(Dollars in thousands)
<S> <C> <C>
$105,716 $124,824 $149,280
</TABLE>

Professional services revenues are primarily affected by the number of
billable hours and the realized rates per hour. Professional services expenses
consist of member compensation and related costs, employee compensation and
related costs and other operating expenses. Member compensation and related
costs include all compensation and compensation-related expenses for senior
professionals who share in each firm's profits. Employee compensation and
related costs include all compensation and compensation-related expenses for
non-member professionals and administrative staff. Other operating expenses
consist of occupancy, information technology systems maintenance, practice
development, training, recruiting, office supplies and other such costs.

Member compensation is primarily affected by the overall profitability of
the firm which is affected by billable hours, realized rates per hour, employee
compensation and related costs and other operating expenses. Employee
compensation and related costs are primarily affected by the demand for
qualified professionals within the professional services industry, a firm's
leverage ratio and engagement efficiencies. Other operating expenses are
primarily affected by the number and experience level of professional and
administrative staff, prevailing rates of compensation, the amount and cost of
leased office space, the firm's investments in information technology, the
frequency of training and the extent to which a firm promotes its practice or
develops new product lines.

Overview--Business and Financial Services--Historical Results of Operations

CenterPoint's business and financial services firms provide insurance
brokerage, employee benefits design and administration and related business and
financial services and products to middle-market clients. The

47
<PAGE>

following table presents the combined historical revenues of CenterPoint's
business and financial services firms for the periods shown:

<TABLE>
<CAPTION>
Fiscal Fiscal Fiscal
1996 1997 1998
------- ------- -------
(Dollars in thousands)
<S> <C> <C>
$39,108 $44,889 $51,711
</TABLE>

Insurance brokerage commissions and related revenues are primarily affected
by prevailing insurance premium levels, brokerage commission rates, the number
of policies sold or renewed and the number of clients served. Revenues from
employee benefits design and administration are primarily affected by the
number of insured lives administered, the management fee per life and the
prevailing rates for other services provided. Business and financial services
expenses consist of producer compensation, employee compensation and related
costs and other operating expenses. Producer compensation represents
compensation paid to insurance brokerage producers. Employee compensation and
related costs include all compensation and compensation-related expenses for
management personnel and administrative staff. Other operating expenses consist
of occupancy, information technology systems maintenance, promotional,
training, office supplies and other such costs.

Insurance brokerage producer compensation depends primarily upon the number
of policies sold or renewed as such compensation is typically calculated as a
percentage of commission revenues. Employee compensation and related costs are
primarily affected by the size of the firm's staff, demand for qualified
personnel in the industry and the firm's administrative efficiency. Other
operating expenses are primarily affected by the size of the firm, the amount
and cost of leased office space, the frequency of training and the extent to
which a firm advertises or develops new lines of business.

Overview--CenterPoint--Unaudited Pro Forma Combined Results of Operations

The following table sets forth the unaudited pro forma combined operating
results of CenterPoint for the year ended December 31, 1998. For a discussion
of the pro forma adjustments, see the unaudited pro forma combined financial
statements and the notes thereto included elsewhere in this prospectus.

<TABLE>
<CAPTION>
Year ended
December 31, 1998
-----------------------
(Dollars in thousands)
<S> <C> <C>
Revenues:
Professional services............................ $ 152,351 74.1%
Business and financial services.................. 53,128 25.9
------------ ---------
205,479 100.0
Expenses:
Compensation and related costs................... 130,641 63.6
Other operating expenses......................... 39,188 19.1
Depreciation and amortization.................... 10,783 5.2
------------ ---------
Income from operations............................. $ 24,867 12.1%
============ =========
</TABLE>

CenterPoint's expenses consist of payroll and related costs of professional
and administrative personnel, occupancy costs, practice development expenses,
other operating expenses and depreciation and amortization expenses. Payroll
and related costs include base and incentive compensation, related payroll
taxes, group insurance and other employee benefit costs. Occupancy costs
include rent related to office space, parking and repair and maintenance
expenses. Practice development expenses include promotional expenses such as
marketing and advertising and the cost of developing new clients. Other
operating expenses include all other operating costs such as bad debt expense,
travel, computer-operating expenses and other such costs.
Depreciation and amortization expense relates primarily to the depreciation of
computer hardware and software and office furnishings and equipment as well as
the amortization of goodwill associated with the Mergers.

48
<PAGE>

CenterPoint has created a unique compensation structure for its professional
services firms. Senior professionals' compensation is subject to contractual
agreements regarding the amount and timing of payments made thereunder. These
incentive compensation agreements provide for the retention by CenterPoint of a
specified fixed dollar amount ("CenterPoint Base Earnings") of each firm's
annual operating earnings before any compensation is paid to the firm's senior
professionals. Such compensation structure is designed to provide CenterPoint
with a baseline level of earnings before corporate expenses. Operating earnings
in excess of a threshold amount will be subject to a split, with 40% of any
such earnings retained by CenterPoint and 60% allocated to the senior
professionals. For more information concerning the compensation agreements,
including the definitions of certain terms, see "Business of CenterPoint after
the Mergers--Employee Incentives--Professional Services." See also the
unaudited pro forma combined financial statements and related notes included in
this prospectus.

On a pro forma combined basis for the year ended December 31, 1998,
Operating Earnings (as defined below), CenterPoint Base Earnings and senior
professionals' compensation would have been as follows:

<TABLE>
<CAPTION>
(Dollars in thousands)
<S> <C>
Operating Earnings (1).................... $56,710
CenterPoint Base Earnings................. $29,871
-------
Senior professionals' compensation........ $26,839
Senior professionals' compensation as a
percentage of Operating Earnings......... 47.3%
</TABLE>
- --------
(1) As shown in this table, "Operating Earnings" means the combined operating
income of the professional services firms plus related depreciation,
amortization and senior professionals' compensation.

CenterPoint expects to realize certain savings following the Mergers as a
result of (a) the integration of services, products and offices, (b) operating
efficiencies and purchasing economies of scale in areas such as systems
components and development, telecommunications and other operating expenses and
(c) the consolidation of insurance, employee benefits and other administrative
expenses. CenterPoint has not and cannot quantify these savings until
completion of the Mergers and the integration of the CenterPoint Companies.
CenterPoint also expects to incur additional costs associated with public
ownership, corporate management and administration and the initial creation of
its technology infrastructure. However, these costs, except for prospective
compensation payable pursuant to employment agreements with management, cannot
be quantified accurately at this time. Accordingly, except for such prospective
compensation, neither the expected savings nor the expected costs have been
included in the unaudited pro forma combined financial statements of
CenterPoint. These various future costs and possible future cost savings may
make useful comparisons of future operating results with historical operating
results difficult.

Centerpoint's professional services firms recognize revenues as the related
services are provided and bill clients based upon actual hours incurred on
client projects at expected net realizable rates per hour, plus any out-of-
pocket expenses. The cumulative impact of any subsequent revision in the
estimated realizable value of unbilled fees for a particular client project is
reflected in the period in which the change becomes known. Any anticipated
losses expected to be incurred in connection with the completion of a project
are recognized when known taking into account any fixed price agreements that
may be in process. Outstanding fees receivable are evaluated each period to
assess the adequacy of the allowance for doubtful accounts.

CenterPoint's insurance brokerage businesses principally recognize
commission income on the later of the effective date of the policy or the
billing date. Commissions on premiums billed and collected directly by the
insurance company are principally recognized as income when received by
CenterPoint. Contingent commissions are recorded when received. Service fee
income is recognized as earned, which is ordinarily over the period in which
the services are provided. CenterPoint's third party administration business
recognizes

49
<PAGE>

revenues as the related services are provided. CenterPoint bills administration
fees for administering its customers' self-insured health plans. Administration
fees are based on a fixed amount per eligible life per month and CenterPoint
receives reinsurance commissions from the various reinsurance carriers
utilized. The reinsurance commissions are determined by the terms of the
reinsurance carrier agreements. Outstanding fees receivable are evaluated each
period to assess the adequacy of the allowance for doubtful accounts.

Seasonality

Certain of CenterPoint's professional services firms regularly experience
higher revenues in the first and second calendar quarters due to a number of
factors, including the seasonality of accounting, tax processing, tax planning
and related professional services. CenterPoint believes that quarter-to-quarter
comparisons of results of operations are not necessarily meaningful or
indicative of the results that CenterPoint may achieve for any subsequent
quarter or fiscal year.

On a prospective basis, CenterPoint's baseline earnings from its
professional services firms will be recognized as earned on a basis consistent
with the seasonality of the underlying Subsidiary Operating Earnings.
CenterPoint's earnings from professional services firms in excess of baseline
earnings will also be recognized as earned on a seasonal basis.

Pro Forma Combined Liquidity and Capital Resources

The CenterPoint Companies' principal sources of liquidity have historically
been cash flows from operating activities. After the completion of the Mergers
and the IPO, CenterPoint will have approximately $18.7 million of working
capital. It is expected that certain short-term and long-term debt of the
CenterPoint Companies, totaling approximately $28.6 million as of December 31,
1998, will be repaid from the net proceeds of the IPO.

CenterPoint is seeking to obtain a revolving credit facility of up to $100
million. Although such revolving credit facility is expected to be available
upon the completion of the IPO, CenterPoint has not obtained any commitment nor
can there be any assurance that CenterPoint will be able to obtain such
revolving credit facility or other financing it may need on terms it deems
acceptable. It is expected that such facility, if obtained, will require
CenterPoint to comply with various loan covenants, including: (a) maintenance
of certain financial ratios, including minimum tangible net worth; (b)
restrictions on additional indebtedness; and (c) restrictions on liens,
guarantees, advances and dividends. Such facility is intended to be used for
acquisitions, capital expenditures, working capital and other general corporate
purposes. Obtaining a credit facility in an amount not less than $75 million is
a condition to closing of the Mergers.

The CenterPoint Companies' capital expenditures were $5.2 million for the
year ended December 31, 1998, primarily for purchases of equipment. CenterPoint
believes that cash flow from operations, borrowings under the proposed
revolving credit facility and the unallocated net proceeds of the IPO, if any,
will be sufficient to fund CenterPoint's expected working capital needs, debt
service requirements and planned capital expenditures for at least the next 12
months.

CenterPoint will incur certain contingent payment obligations in connection
with the Mergers. See "Certain Transactions--The Mergers."

CenterPoint intends to pursue selected acquisition opportunities. The timing
or success of any acquisition efforts is unpredictable. Accordingly,
CenterPoint is unable to estimate its expected capital commitments. Funding for
future acquisitions will likely come from a combination of the unallocated net
proceeds of the offering, internally generated cash flow from operations,
borrowings under the anticipated revolving credit facility or other debt
financings and the issuance of additional equity. See "Risk Factors--
CenterPoint may not be able to obtain adequate financing to implement its
strategies."

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SAB 97

SEC Staff Accounting Bulletin No. 97 ("SAB 97") requires the application of
purchase accounting when three or more substantive operating entities combine
in a single business combination effected by the issuance of stock just prior
to or simultaneously with an initial public offering and the combination does
not meet the pooling-of-interest criteria of Accounting Principles Board
Opinion No. 16. CenterPoint has been identified as the accounting acquiror in
accordance with the provisions of SAB 97, which states that the recipient of
the largest portion of voting rights in the combined corporation is presumed to
be the accounting acquiror for financial statement presentation purposes.
Accordingly, the excess purchase price over the fair value of the net assets
acquired from the CenterPoint Companies of approximately $234.2 million will be
amortized over a period of 40 years as a non-cash charge to CenterPoint's
income statement. This amortization will be approximately $5.9 million per
year.

Amortization of Intangible Assets

The $234.2 million of goodwill resulting from the Mergers represents
approximately 76.7% of CenterPoint's pro forma total assets as of December 31,
1998. CenterPoint plans to evaluate continually whether events or circumstances
have occurred that indicate that the remaining useful life of goodwill may
warrant revision. Additionally, in accordance with the provisions of Statement
of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,"
CenterPoint will evaluate any potential goodwill impairments by reviewing the
future cash flows of respective acquired entities' operations and comparing
these amounts with the carrying value of the associated goodwill.

Recently Issued Accounting Standards

Segment Reporting. In June 1997, the FASB issued SFAS No. 131, "Disclosures
About Segments of An Enterprise and Related Information." SFAS No. 131
establishes standards for reporting information about operating segments in
annual financial statements and in interim financial reports issued to
stockholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. In general, such
information must be reported externally in the same manner used for internal
management purposes. SFAS No. 131 is effective for financial statements issued
for periods beginning after December 15, 1997. In the initial year of adoption,
comparative information for earlier years must be restated. Since SFAS No. 131
only requires disclosure of certain information, its adoption will not affect
CenterPoint's financial position or results of operations.

Accounting for Derivative Instruments and Hedging Activities. In June 1998,
FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 establishes a new model for accounting for
derivatives and hedging activities, supersedes and amends a number of existing
standards. SFAS No. 133 is effective for fiscal years beginning after June 15,
1999, but earlier adoption is permitted. Upon initial application, all
derivatives are required to be recognized in the statement of financial
position as either assets or liabilities and measured at fair value.
Recognition of changes in fair value depends on whether
the derivative is designated and qualifies as a hedge, and the type of hedging
relationship that exists. CenterPoint does not currently hold any derivative
instruments or participate in any hedging activities.

Inflation

Substantially all of CenterPoint's client services agreements and insurance
policies allow, at the time of renewal, for adjustments in the fees payable
thereunder and thus may enable CenterPoint to seek increases in the amounts
charged. Such increases have historically allowed the CenterPoint Companies to
respond to increases in their costs, the most significant component of which is
compensation expense. The substantial majority of these agreements and policies
are for one year or less and the remaining agreements and policies

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are for terms of up to two years. The short-term nature of these agreements and
contracts generally reduce the risk to CenterPoint of the adverse affect of
inflation.

Year 2000 Compliance

The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Computer programs
that have time-sensitive hardware and software may recognize a date using "00"
as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, bill and collect
fees, or engage in similar normal business activities.

Each CenterPoint Company has undertaken, and substantially completed, an
assessment of the potential overall impact of such year 2000 risks on its
business, financial condition and results of operations. CenterPoint believes
that it has satisfactorily assessed its internal risks with respect to its
information technology ("IT") systems and is in the process of identifying its
non-IT systems to assess their year 2000 readiness. Critical IT systems
include, but are not limited to: time and billing, accounts receivable and cash
collections, accounts payable and general ledger, human resources and payroll,
cash management, fixed assets and all IT hardware (such as desktop/laptop
computers and data networking equipment). Critical non-IT systems include
telephone systems, fax machines, copy machines and building security systems.
To date, CenterPoint has not identified any material year 2000 problems with IT
or non-IT systems. Based on an ongoing survey of such year 2000 risks,
CenterPoint currently estimates that the total cost of its year 2000 compliance
and remediation activities will be approximately $400,000 to $500,000, of which
approximately $330,000 had been incurred as of December 31, 1998. However,
CenterPoint cannot guarantee that actual compliance costs will fall within the
range of this estimate, that any future acquisition of a business will not
require substantial year 2000 compliance expenditures or that precautions that
CenterPoint has taken to protect its business from or minimize the impact of
year 2000 issues will be adequate. Any damage to CenterPoint's information
processing system, failure of telecommunications lines or breach of the
security of its computer systems could result in an interruption of operations
or other loss which may not be covered by insurance. Any such event could have
a material adverse effect on CenterPoint's business, financial condition or
results of operations.

Each of the CenterPoint Companies has also undertaken an assessment of the
year 2000 readiness of its significant customers, business partners and vendors
to determine the extent to which CenterPoint's interface systems are vulnerable
to the failure of those third parties to remediate their own year 2000 issues.
To date, CenterPoint is not aware of any significant customers, business
partners or vendors with a year 2000 issue that would materially affect
CenterPoint or a CenterPoint Company. However, CenterPoint cannot guarantee
that the systems of other companies, on which CenterPoint's operations rely,
will be timely converted or that failure to timely convert would not have a
material adverse effect on CenterPoint's business, financial condition or
results of operations.

CenterPoint believes that each CenterPoint Company has a program in place to
resolve the year 2000 issue in a timely manner. In addition, CenterPoint has
commenced its contingency planning for critical operational areas that might be
affected by the year 2000 issue if compliance by CenterPoint is delayed. Aside
from catastrophic failure of banks, utilities or governmental agencies,
CenterPoint believes that it could continue its normal business operations.
Unless such catastrophic failure occurs, CenterPoint does not believe that the
year 2000 issue will materially affect its results of operations, liquidity or
capital resources.

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INDUSTRY OVERVIEW

The Competitive Environment

According to the U.S. Department of Commerce, firms providing traditional
accounting services--accounting, auditing and bookkeeping--generated
approximately $59.3 billion in revenues in 1997. Such revenues were projected
to grow to $65.8 billion for 1998, with further growth in these revenues
expected at an annual rate of 9% to 10% from 1999 through 2002, assuming
moderate U.S. economic growth.

According to a report published by the AICPA in 1996, the distribution of
AICPA members employed by accounting firms was as shown below.

<TABLE>
<CAPTION>
Total
Number of AICPA Average
Number of Members in Number of AICPA
Firm Size* Firms Firms Members per Firm
------------------------------ --------- --------------- ----------------
<S> <C> <C> <C>
The Big Five
Big Five.................... 5 20,928 4,185
Regional Firms
Next six largest firms...... 6 3,516 586
Firms with more than 100
members.................... 16 2,237 139
Firms with 50 to 99
members.................... 50 3,265 65
Firms with 25 to 49
members.................... 215 6,948 32
Local Firms
Firms with 10 to 24
members.................... 1,218 17,003 13
Firms with 5 to 9 members... 2,937 18,767 6
Tax and Bookkeeping Firms
Firms with 2 to 4 members... 11,586 29,547 2
1 member.................... 30,406 30,406 1
------ -------
46,439 132,617
====== =======
</TABLE>
--------

*The italicized headings reflect CenterPoint's categorizations.

Based on the pro forma combined revenues of CenterPoint's eight professional
services firms for the fiscal year ended December 31, 1998, CenterPoint would
have been ranked No. 13 in the Top 100 had the CenterPoint Companies been
combined throughout such period.

CenterPoint categorizes the competitive environment in the following manner:

. The Big Five. This segment consists of Arthur Andersen, Deloitte &
Touche, Ernst & Young, KPMG and PricewaterhouseCoopers. These
multinational firms provide diversified professional, business and
financial services and products primarily to publicly-held corporations
and large private companies, focusing mainly on Fortune 1000 companies.

. Regional Firms. These firms provide services primarily to privately-held,
middle-market clients. Firms in this segment continue to expand service
and product offerings beyond traditional accounting.

. Local Firms. This segment is comprised of firms whose clients are
primarily small, local businesses. Many of these firms have also begun to
offer non-traditional services and products, typically on a niche basis.

. Tax and Bookkeeping Firms. These businesses generally provide basic
bookkeeping, tax return preparation and traditional accounting services
to small businesses and individuals. This segment is extremely
fragmented, consisting of approximately 42,000 firms and/or sole
practitioners. This category also includes storefront operations of
franchisors.

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<PAGE>

CenterPoint believes that its primary competitors in the accounting industry
are the regional firms, although it also competes for certain clients and in
certain markets with the Big Five, other national firms and larger local firms.
Although a trend toward consolidation among accounting firms is emerging, the
regional and local segments are still highly fragmented, with no single firm
accounting for more than 1% of the industry's total revenues. CenterPoint
believes that the fragmented nature of these segments presents opportunities
for future acquisitions.

Industry Opportunities

CenterPoint believes that certain industry trends have created a significant
opportunity for a company that provides high quality, diversified professional,
business and financial services and products to middle-market clients.
CenterPoint intends to capitalize on this opportunity by utilizing its
professional services firms as focal points for delivering its high quality
services and products. Industry trends include the following:

Client-Driven Expansion of Services Provided by Trusted Advisors

CenterPoint believes that market forces are redefining the lines that once
separated the delivery of traditional accounting services from other
professional, business and financial services and products. Management believes
that this has occurred primarily as a consequence of the willingness of clients
to use outside service providers to meet their increasingly complex needs.

According to U.S. Department of Commerce analysts, the accounting profession
is facing greater demand for value-added consulting services. Revenues of the
Top 100 increased 24% to $31.6 billion in 1998 from $25.5 billion in 1997.
Consulting services represented the biggest factor in this growth, outpacing
growth in revenues from tax services and from accounting and auditing services.
Clients whose engagements have traditionally been limited to accounting and tax
services are increasingly looking to their accounting professionals to
provide--or refer them to--additional services such as management consulting,
insurance brokerage, employee benefits design and administration and
information technology consulting. CenterPoint believes that clients are
increasingly seeking a single provider of multiple outsourced services and that
accounting professionals are uniquely situated to respond to these demands
because of their position as trusted advisors.

CenterPoint believes that it is well positioned to capitalize on this
expansion of clients' demands as it offers a network of trusted advisors as
well as expertise in business and financial services and products, including
insurance brokerage and employee benefits design and administration services.
These industries are also experiencing consolidation and other changes,
including the convergence of insurance brokerage services with the distribution
of other business and financial services and products. CenterPoint believes
that these trends present additional opportunities for future acquisitions.

Increasingly Complex Needs of Middle-Market Clients

CenterPoint believes that the Big Five are increasingly focused on the needs
of their largest, publicly-held corporate clients. According to a 1998 survey
by Public Accounting Report, of the approximately 14,000 publicly-held clients
served by the top 100 accounting firms in that survey, approximately 90% were
being served by the Big Five. The Big Five have developed globally diversified
business, financial and consulting services in response to the complex needs of
these large clients. CenterPoint believes that the needs of middle-market
clients are increasingly complex, creating opportunities for large, regional
accounting firms to expand their service and product offerings beyond
traditional accounting. Revenues of the Top 100 other than the Big Five grew to
$4.9 billion in 1998, an increase of 23% from 1997. Consulting revenues were
the most significant contributor to this growth.

Changing Regulatory Environment

As demand for non-traditional services from accounting firms has increased,
state regulations are evolving to keep pace with this new industry dynamic.
Accordingly, as more states allow CPAs to diversify into new

54
<PAGE>

business lines, there is increasing opportunity for and competitive pressure on
accounting firms to enter into these businesses. CenterPoint believes that many
local and regional accounting firms do not have access to capital, possess the
expertise necessary or offer the diversified services required to compete
effectively in this evolving market environment. See "Business of CenterPoint
after the Mergers--Regulation--Accounting Profession."

BUSINESS OF CENTERPOINT AFTER THE MERGERS

Introduction

CenterPoint is a leading provider of diversified professional, business and
financial services and products to a broad spectrum of middle-market clients.
CenterPoint offers a full range of consulting, accounting, tax and related
professional services, as well as complementary business and financial services
and products, including insurance brokerage and employee benefits design and
administration. These services and products are provided by more than 2100
employees who serve clients located throughout the United States. CenterPoint
principally focuses on middle-market clients that are privately-held companies,
governmental and not-for-profit entities and affluent individuals and families.

CenterPoint was created to provide comprehensive and effective solutions to
the increasingly complex needs of middle-market clients through an integrated
network of expert advisors. CenterPoint has assembled a group of founding
companies with distinct expert capabilities, reputations for quality, effective
leadership and strong "trusted advisor" relationships with clients. The
CenterPoint Companies are well-established in their markets, having been in
business an average of 27 years. On a combined historical basis, revenues of
the CenterPoint Companies increased from approximately $144.8 million in fiscal
1996 to approximately $201.0 million in fiscal 1998, representing a compound
annual growth rate of 17.8%.

Business Strategy

CenterPoint's goal is to provide middle-market clients with personalized,
local service backed by the depth, resources and expert capabilities of a
diversified, national firm. Key elements of CenterPoint's client-focused
business strategy include:

. Develop and Deliver Diverse, High Quality Services and Products.
CenterPoint currently offers a broad range of high quality professional,
business and financial services and products. In order to continue
providing clients with the most effective solutions, CenterPoint intends
to (1) enhance its current service and product offerings by capitalizing
on its existing expertise and (2) develop new services and products
through innovation and selected acquisitions and alliances.

. Create National Practices by Leveraging Existing Expertise. Several of
the CenterPoint Companies have developed strong national or regional
reputations with respect to a particular industry, service or product.
For example, CenterPoint has significant advisory expertise in the real
estate, manufacturing, health care and construction industries and in
specialized services including litigation consulting services and
information technology consulting services. CenterPoint also has
expertise in insurance brokerage and employee benefits administration
services. CenterPoint intends to utilize its national practices as:

. Clearinghouses of knowledge that provide industry, service or product
expertise to all CenterPoint business units.

. Resources for the development of "best practices" that will be used
for training, continuing education and practice development
throughout CenterPoint.

. Platforms for identifying, integrating and managing future
acquisitions. See "--Acquisitions and Alliances."

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<PAGE>

. Expand Presence in Key Geographic Markets. Capitalizing on the strong
reputations of the CenterPoint Companies, CenterPoint intends to build
upon its local presence through targeted acquisitions. At the same time,
CenterPoint intends to take advantage of its geographic diversity in
order to promote the CenterPoint brand nationally by adopting a marketing
strategy that highlights CenterPoint's expanded functional capabilities
and market presence.

. Employ an Integrated Management and Systems Infrastructure. CenterPoint
recognizes the importance of integrating and coordinating its various
business units and systems and has hired a chief integration officer to
spearhead this process. CenterPoint's executive management team will work
closely with the CenterPoint Companies to ensure the proper
implementation and integration of CenterPoint's business and growth
strategies.

Internal Growth Strategy

Key elements of CenterPoint's growth strategy include:

. Leveraging Its Trusted Advisor Relationships. CenterPoint believes that
its trusted advisor relationships present an opportunity to provide
additional services and products to clients. CenterPoint intends to
leverage these relationships by utilizing its professional services firms
as the principal focal points for delivering CenterPoint's diversified
services and products. By capitalizing on its client relationships as
well as its reputation for quality, each CenterPoint Company can help
navigate its clients to the expertise, services and products that provide
the best solutions to their business and personal needs.

. Instituting Incentives for Client and Knowledge Sharing. CenterPoint
intends to implement incentives to motivate the sharing of client
relationships and expertise throughout CenterPoint. In addition,
CenterPoint utilizes stock ownership to ensure that the objectives of its
various operating businesses are aligned with those of CenterPoint.

. Capturing Benefits of Scale. CenterPoint believes that it can achieve
certain benefits as a result of its size. Its combined client base,
number of professionals and numerous industry and product specialties
provide significant opportunities to create national practices.
CenterPoint's broad geographic coverage will enable it to serve clients
as they expand into new markets. In addition, CenterPoint believes that
it can reduce costs through greater purchasing power in key expense areas
and by eliminating or consolidating certain duplicative administrative
functions.

Acquisitions and Alliances

CenterPoint believes that the emergence of a diversified professional,
business and financial services industry will create significant acquisition
opportunities. CenterPoint believes that many regional and local firms are
facing pressure to join larger enterprises that provide the resources and
breadth of service and product offerings necessary to fulfill client needs and
to compete successfully in this evolving market. As a result, CenterPoint
expects that numerous firms will explore alternatives to independent ownership.

CenterPoint intends generally to focus on acquisition targets that have a
strong financial history, offer effective management and entrepreneurial
leadership and have strong client relationships. In particular, CenterPoint
intends to further its strategy by targeting acquisition and alliance
candidates that:

. provide a professional services practice with a national or regional
reputation;

. expand CenterPoint's offerings and expertise to build and enhance
national practices;

. function as a distribution point by providing a local presence in new
geographic markets; or

. expand the presence of CenterPoint's existing platforms in their
geographic markets.

CenterPoint believes that the opportunity to be acquired by CenterPoint will
be attractive to many local and regional firms. CenterPoint will offer owners
of such firms the benefits of its business strategy, including:

56
<PAGE>

. the opportunity to better serve their clients' needs;

. significant opportunities to enhance current and future profitability;

. access to new technology and operational processes; and

. enhanced financial resources and visibility as a public company.

As a result of discussions with many companies during its formation process,
CenterPoint has developed a significant list of potential acquisition
candidates. In addition, each CenterPoint Company has memberships in industry
associations and relationships with other firms that will be used to further
expand the list of potential acquisition candidates. These candidates currently
include accounting firms, information technology consulting firms, financial
service firms, business consulting firms, insurance brokerage firms, third
party administrators and professional staffing firms.

As consideration for future acquisitions, CenterPoint intends to use various
combinations of cash, debt and common stock. Other than in connection with the
Mergers, CenterPoint is not currently a party to any agreements regarding any
acquisitions.

In addition to acquisitions, CenterPoint will actively pursue alliances with
other providers who offer quality services and products that are not directly
offered by CenterPoint. For example:

. CenterPoint is the only U.S. member of Urbach Hacker Young International
Limited, an international strategic alliance of 42 international firms
from 36 countries. Through this alliance, CenterPoint can assist clients
in achieving their business and financial objectives in the international
marketplace.

. CenterPoint has an alliance with Omnitech Corporate Solutions, Inc., an
information technology consulting firm located in the Northeast. Through
this non-exclusive arrangement, Omnitech has been identified as one of
CenterPoint's preferred providers of network services, internet design
and implementation, software development, sales force automation and
other information technology services to CenterPoint's clients.

Services and Products Offered by CenterPoint

Professional Services

Consulting Services. CenterPoint offers a broad array of business consulting
and other advisory services. The number and variety of these services reflect
the breadth of the expertise of CenterPoint's professionals as well as the
diversity of its clients. Such services include management consulting, profit
improvement consulting, international business advisory services, succession
and estate planning, business valuations, personal financial planning and
mergers and acquisitions consulting. Many of these services are designed for
and offered to clients in particular industries.

Accounting Services. Accounting services provided by CenterPoint include
budgets, business plan preparation and related cash flow projections, internal
control and operational review, insolvency services, receivables and cash flow
management and due diligence review and controllership activities. These
services are often tailored and packaged to serve clients' particular needs.
Under non-exclusive services agreements, CenterPoint provides professional
personnel to perform field work and other accounting services for the Attest
Firms. See "Certain Transactions--The Mergers--Ancillary Agreements with
Professional Services Firms and their Affiliates-- Services Agreements."

Tax Services. CenterPoint provides clients with a complete range of tax
services. Specifically, CenterPoint assists its clients in planning their
overall business structures and operations to minimize federal, state, local
and foreign taxes. Tax services also include tax return preparation, tax
compliance services and business, individual and estate planning services. A
significant portion of the tax services provided by CenterPoint are
nondiscretionary, compliance driven services.

57
<PAGE>

Specialized Services. CenterPoint has developed significant practices in
certain specialized services offered to clients across industry lines.
CenterPoint intends to build national practices based on these specialized
services, which currently include the following:

. Litigation Consulting Services. CenterPoint has a strong practice in
providing litigation consulting services, which include analyzing and
providing expert opinions and testimony on complex financial disputes.

. Information Technology Consulting Services. Several of CenterPoint's
professional services firms have developed information technology
consulting practices that advise clients with respect to strategic
systems planning, application systems selection and contract negotiation,
network design and installation, software implementation project
management and systems security reviews.

Industry Expertise. CenterPoint has considerable expertise with respect to
certain industries, enabling it to tailor its consulting, accounting and tax
services to industry-specific business, regulatory or competitive environments.
CenterPoint intends to build national practices based on these areas of
expertise, which include:

. Real Estate. CenterPoint has a nationally recognized practice serving the
unique needs of the real estate industry. Its real estate services
include structuring of real estate investments, financings and
transactions, investment analysis, tax consulting, due diligence, and
complex real estate syndication and operational real estate projections.

. Manufacturing. CenterPoint has developed expertise in advising its
manufacturing clients with respect to implementing inventory management
systems, advanced activity-based cost and pricing systems, and quality
management systems required for industry recognized certifications such
as ISO and QS 9000 registration.

. Health Care. CenterPoint has developed a significant practice in the
health care industry. The services provided include physician practice
valuation, compliance and consulting services to hospitals and nursing
homes, billing code and rate audits, medicare and medicaid reporting and
auditing, medical records management and patient billing systems.

. Construction. CenterPoint has developed a significant client base among,
and as a result, special industry expertise with respect to, contractors
and their related industries. Services offered to these clients include
estimating and job cost management systems, contract auditing, bonding
capacity analysis, capital equipment financing options and other special
projects.

Business and Financial Services

Insurance Brokerage Services. CenterPoint offers its clients access to a
wide array of insurance products, including property and casualty insurance,
workers compensation coverage, surety bonds and health and life insurance
programs. With industry-wide carrier access, CenterPoint brokers property and
casualty insurance to companies with diverse insurance requirements, ranging
from comprehensive business packages for small, local businesses to large
portfolios for international corporations. CenterPoint offers programs for a
wide variety of specialty risk groups. CenterPoint also provides brokerage,
benefits administration and other services with respect to life and health
insurance products for its clients' employee benefits programs. In addition,
CenterPoint has established relations with most major bonding companies,
enabling it to provide its clients a wide variety of surety bond products.
CenterPoint also provides related financial services ranging from sales and
support of 401(k) products, comprehensive risk management planning to analysis
for retirement plans, executive benefits, and financial and estate planning for
business owners and executives.

CenterPoint's insurance services businesses do not currently engage in risk-
bearing activities. CenterPoint may in the future enter this segment of the
industry, through acquisition or otherwise, by underwriting certain products in
which CenterPoint has particular expertise through its brokerage activities.
CenterPoint has no current plans to engage in risk-bearing activities.
Expansion into this area would involve certain risks. See "Risk Factors--
CenterPoint may expand its insurance business to include risk-bearing
activities."

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<PAGE>

Employee Benefits Design and Administration. CenterPoint offers
comprehensive employee benefits design and third party administration services.
Such services include consulting with clients to design self-funded employee
benefits plans. Self-funded plans allow an employer to structure a traditional
indemnity plan or to take advantage of preferred provider or managed care
options. Once the plan is designed, CenterPoint procures quotes for insurance
from stop loss carriers. Once the insurance is placed, CenterPoint provides
administration services for the client's plan, which include claims processing
and analysis of plan performance. CenterPoint provides administration services
for a wide variety of plans, including medical, dental, group life, group
disability, COBRA and Section 125 plans. Clients in this area range from small
businesses to large corporate accounts, as well as units of state and local
governments. Revenues from these services primarily consist of per employee
fees for administrative services and commissions from stop loss carriers.
CenterPoint believes that the systems, programming and data processing
infrastructure in place for these services has the capacity to handle
significantly greater number of plans and covered employees without significant
incremental investment.

Employee Incentives

The performance of CenterPoint's employees is critically important to its
success. Senior employees, many of whom were the owners or principals of the
CenterPoint Companies before the Mergers, must continue to generate and
maintain business as they have historically. In addition, because of their
prominence and client relationships, it is anticipated that they will play an
important role in generating cross-selling opportunities and attracting
acquisition candidates.

The principal objectives of the compensation structure include:

. Motivating employees to increase CenterPoint's overall profitability
through new business, cross-selling and the integration of services,
products and offices.

. Creating incentives that motivate each business unit to increase its
profitability.

. Retaining and motivating top performing employees and attracting
additional employees and acquisition candidates by providing competitive
compensation.

Professional Services

CenterPoint's senior professionals are taking significant cuts in cash
compensation--in some cases more than 50%--in order to join CenterPoint.
However, CenterPoint believes that these individuals will continue to be highly
motivated to perform through (1) significant equity in CenterPoint as a result
of the Mergers, (2) the opportunity to gain additional equity through the
issuance of stock options and (3) the opportunity to increase their cash
compensation by sharing in the growth of their firm's earnings as discussed
below. Professionals who are on the "partner track" will be eligible to acquire
stock in CenterPoint via options and upon "making partner" will have the
ability to share in potential increases in their firm's earnings. See
"CenterPoint Management--Employee Incentive Compensation Plan." The current
compensation of such employees will not be directly affected by the Mergers.

Compensation Structure. The senior professionals of each CenterPoint
professional services firm will enter into firm-specific incentive compensation
agreements with CenterPoint. The incentive compensation agreements provide that
a significant portion of the Subsidiary Operating Earnings of each professional
services firm will be allocated to such firm to compensate its senior
professionals (the "participants").

On an annual basis, CenterPoint will retain a specified fixed dollar amount
of earnings before any compensation is paid to a firm's participants. The
amount retained by CenterPoint is referred to as "CenterPoint Base Earnings."
The amount of CenterPoint Base Earnings has been negotiated with each
professional services firm and varies from firm to firm. Agreed-upon
CenterPoint Base Earnings range from % to % of the adjusted earnings of the
respective professional services firms in the four calendar quarters ending
March 31, 1999 ("Initial Operating Earnings"). The amount allocated to each
professional services firm

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<PAGE>

for compensation of participants is referred to as "Subsidiary Base
Compensation." Subsidiary Base Compensation equals Initial Operating Earnings
less CenterPoint Base Earnings.

In addition to Subsidiary Base Compensation, each professional services firm
has agreed to a 40%/60% split of any amount by which Subsidiary Operating
Earnings exceed Initial Operating Earnings, with 40% to be retained by
CenterPoint and 60% to be allocated to participants (the "Bonus"). For purposes
of the incentive compensation agreements, "Subsidiary Operating Earnings"
generally means a firm's earnings before taxes, interest expense not related to
capital leases, certain depreciation expense, amortization of Merger
transaction costs, extraordinary items, allocations of corporate overhead,
expenses incurred in connection with acquisitions completed prior to the
Mergers and the base salary, bonus and indirect costs of any participant.
Indirect costs are all costs paid by the professional services firm with
respect to a participant's employment, such as social security and medicare
taxes, medical, life and disability insurance, costs associated with employee
benefit plans and fringe and personal benefits. CenterPoint believes that this
Bonus provides participants with a powerful, direct incentive to continue the
growth of their Subsidiary Operating Earnings. If Subsidiary Operating Earnings
for any year are less than Initial Operating Earnings, Subsidiary Base
Compensation will be reduced by the amount of the shortfall.

This compensation structure is designed to provide CenterPoint with a
baseline level of earnings, before corporate expenses, equal to the CenterPoint
Base Earnings. Participants can only enjoy increased compensation if they
improve their firm's profitability, which in turn will result in additional
profits, before corporate expenses, for CenterPoint.

Administration. Each professional services firm will administer the
incentive compensation agreement for its participants including the allocation
among the participants of Subsidiary Base Compensation and Bonus, subject to
review and oversight by CenterPoint's management. In addition, for corporate
cash flow management reasons, participants will only be paid a portion of their
compensation throughout the year--in an amount equal to a specified percentage
(85% in 1999 and 2000 and 75% thereafter) of their total compensation in the
prior year. The balance of the Subsidiary Base Compensation plus Bonus, if any,
will be paid on or about April 1 of the next fiscal year. If the amount paid to
a firm's participants during the year exceeds the Subsidiary Base Compensation
and Bonus, if any, to be paid for such year, CenterPoint will reduce future
compensation to recover the deficiency.

A single incentive compensation agreement may be amended with the agreement
of CenterPoint, the professional services firm and a specified percentage of
such firm's participants which may vary among the firms. "Blanket" amendments
to all of the incentive compensation agreements will require, for three years
following the offering, the approval of CenterPoint and representatives of all
of the original professional services firms. Thereafter, any such amendments
will require the approval of CenterPoint and representatives of 75% of the
original professional services firms.

The incentive compensation agreements have been designed to accommodate and
support CenterPoint's growth and acquisition strategies. They provide
mechanisms for adding new participants by allowing the firms to continue to
"make partners" of their successful professionals. The incentive compensation
agreements can also be modified to accommodate the acquisitions of additional
professional services practices, as well as individual lateral hires. With the
approval of CenterPoint, a promoted professional, the former owners of an
acquired firm or a lateral hire may be added as participants, and the incentive
compensation agreements will appropriately adjust the definitions of Subsidiary
Base Compensation and other relevant terms to appropriately reflect their
promotion/addition to the firm's revenues and expenses.

Other Incentives. The incentive compensation agreements contain additional
provisions that are designed to foster CenterPoint's profit growth objectives.
For example, CenterPoint intends to establish incentives for cross-selling and
cross-servicing of clients and integration of services among all of
CenterPoint's operating units. These incentives will generally be included in
the Subsidiary Operating Earnings and flow through the

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compensation mechanisms established under the incentive compensation
agreements. Moreover, participants' benefits and perquisites are included in
the determination of the Subsidiary Operating Earnings, subjecting these
expenses to the self-disciplining features of the incentive compensation
agreement structure.

Business and Financial Services

At the closing of the Mergers, CenterPoint will enter into employment
agreements with key employees in its business and financial services group.
Generally, such agreements will provide for competitive base salaries and
performance bonuses based upon such factors as (1) the financial performance of
CenterPoint and the particular business unit, (2) the achievement of certain
operating objectives and (3) the achievement of personal performance goals.
These key employees are receiving CenterPoint common stock in the Mergers. They
and other key employees may also be targeted with CenterPoint stock options.
CenterPoint also intends to create incentive programs to motivate its business
and financial services group employees to build platforms and pursue and
integrate acquisitions.

Technology and Infrastructure

Each of the CenterPoint Companies maintains its information systems on a
local area or wide area network architecture that supports both local and
remote processing. The software portfolio used by the professional services
firms includes leading programs for electronic workpapers, tax preparation,
time reporting and billing and financial control and management reporting, as
well as CD-based software for tax and accounting research. In its insurance
brokerage business, CenterPoint maintains a wide area network using 14 servers
located at the six offices that house the insurance operations. In providing
employee benefit administration services, CenterPoint uses a fully automated,
high volume claims adjudication system that allows it to integrate claims
administration, group billing and administration, and accounting.

CenterPoint recognizes the importance of technology in facilitating the
management of its geographically diverse operations and the sharing of
knowledge and professional resources. Accordingly, over time CenterPoint
intends to implement an integrated communications and management control
system. During the initial phase of the implementation, CenterPoint will focus
on developing a communications network using virtual private network facilities
to establish enterprise wide communications capability. This network will serve
as a "bridge," carrying financial and operating data from the individual
CenterPoint Company systems into a corporate data warehouse. This system will
also standardize the different data elements into a form that can be used to
manage, analyze, and report information on a consistent basis. CenterPoint also
intends to deploy workgroup technology that facilitates communication and
collaboration across its workforce. In the next phase, CenterPoint plans to
design and implement centralized financial control systems. During the final
phase, CenterPoint intends to design and implement centralized operational
control systems.

CenterPoint believes that its middle-market clients will increasingly
utilize technology to access the diverse expertise that they are seeking from
their outside advisors. Consistent with its client-focused strategy,
CenterPoint has created a web site that will link clients to each of the
CenterPoint Companies, and it intends to develop and provide additional on-line
connections to a network of technical expertise and consulting capabilities.

Competition

Competitors in the accounting industry range from the Big Five to the
storefront tax firms or sole proprietors. CenterPoint competes in this industry
primarily with regional firms, which provide services primarily to privately
held, middle-market clients, although it also competes for certain clients and
in certain markets with the Big Five and larger local firms. CenterPoint's
insurance brokerage business faces competition from numerous firms, primarily
regional and local insurance brokers, which actively compete with CenterPoint
for customers and insurance carriers. CenterPoint's employee benefit plan
business faces competition from fully insured plan providers and, to a lesser
extent, from other third party administrators. See "Risk Factors--CenterPoint
operates in a competitive market."

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The markets in which CenterPoint competes are fragmented and competitive.
This has resulted in the consolidation of many companies in the professional,
business and financial services industries and strategic alliances across
industry lines. As a result, consolidators have emerged. These firms, like
CenterPoint, offer diversified professional services and business and financial
services.

CenterPoint believes that the principal competitive factors in this market
are the strength of client relationships, quality and breadth of service and
product offerings and professional reputation. CenterPoint believes that it
will be able to compete effectively based on its (1) broad range of high
quality services and products, (2) expertise and reputation for quality, (3)
diversity of geographic coverage, (4) operational economies of scale and (5)
integrated operating structure.

Regulation

Accounting Profession. Each state has adopted an accountancy law which
establishes procedures for licensing CPAs and grants licensed CPAs a monopoly
in providing attest services. The state accountancy laws also contain rules and
regulations covering a variety of issues including the permissible forms and
ownership of accounting firms, the use of the CPA designation, the payment and
receipt of referral fees, the use of contingent fee arrangements, engaging in
incompatible occupations and the maintenance of independence. These rules and
regulations differ from state to state.

Each state has adopted laws limiting the practice of accountancy to licensed
CPAs and accounting firms that are wholly-owned by CPAs. Most states define the
"practice of accountancy" to include issuing reports on historical and
prospective financial statements, including audits, compilations and reviews;
issuing certain other reports intended to be relied upon by third parties;
giving advice and opinions regarding accounting principles and auditing
standards; and performing other attest services, e.g., reports on compliance
with laws and contractual obligations and the adequacy of internal accounting
controls. Many state laws restricting the practice of accountancy to licensed
CPAs and firms incorporate the "holding out" concept under which a person could
be deemed to be practicing accountancy simply by proclaiming expertise in
accounting principles or auditing standards or by using the "CPA" designation
on business cards, letterhead or promotional materials while providing non-
attest services. Under this concept, many state regulators have taken the
position that the rendering of other financial services by CPAs while holding
themselves out as CPAs constitutes the practice of accountancy and therefore is
subject to their regulations.

In recent years, accounting firms have sought to expand the scope of their
services, often placing them in competition with investment advisors,
management consultants, actuaries, business brokers and others who are not
required to operate under the constraints imposed upon CPAs. This expansion of
services has also prompted many accounting firms to employ non-CPA
professionals to assist them in providing these new services. As a result, the
accounting profession and its regulators have been engaged in discussions over
the past ten years as to ways in which the accountancy laws might be changed so
that accounting firms can effectively compete in providing these additional
services without compromising the objectivity and integrity of CPAs. These
discussions have resulted in the UAA, which was proposed in 1997 by the AICPA
and the
NASBA. Certain provisions of the UAA have been proposed in various state
legislatures. If and where the UAA is adopted as proposed, state accountancy
laws would become more hospitable to an expanded scope of services and more
uniform. Among the principal changes that the UAA, as proposed, would effect
are the following: (1) permitting non-CPA employees to own up to 49% of the
equity interests in an accounting firm, (2) employing a more narrow definition
of services that can only be provided by licensed CPAs than is currently
included in many state statutes, (3) permitting CPA firms to accept commissions
and contingent fees with respect to clients for whom they do not render reports
on financial statements and (4) facilitating CPAs licensed in one state to
practice in other states.

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the accountancy laws of the various states, i.e., the non-attest services.
Attest services will continue to be provided by the CPAs who currently own the
professional services firms via the licensed Attest Firms in which CenterPoint
will have no ownership interest. Pursuant to non-exclusive services agreements,
CenterPoint will provide, for a fee, professional and other personnel,
equipment, office space and business and administration services necessary for
the operation of the Attest Firms. See "Risk Factors--Regulation of the
accounting profession could have a material adverse effect on CenterPoint's
business" and "Certain Transactions--The Mergers--Ancillary Agreements with
Professional Services Firms and their Affiliates--Separate Practice Agreements"
and "--Services and Agreements."

The laws of most states prohibit CPAs from paying or receiving referral fees
with respect to their clients or using fee arrangements that are contingent
upon the outcome of their engagements or the results imparted to their clients.
Certain of these restrictions would be relaxed with the passage of the UAA, as
currently proposed. CenterPoint will comply with these restrictions in
implementing its compensation arrangements.

In addition to regulating the form of practice structures and limiting fee
arrangements, state accountancy laws also include requirements designed to
maintain the objectivity and independence of CPAs while performing attest
services. These independence standards prohibit (a) CPAs, (b) employees of
accounting firms and (c) members of the immediate families of such CPAs and
employees from (x) having certain ownership and other financial relationships
with clients for which the CPA or accounting firm performs attest services and
(y) participating in the management, operations or accounting functions of such
clients. Independence can also be impaired as a result of litigation or other
disputes with the client, common investments with the client or indemnity
agreements relating to attest services. Under recent interpretations, as
applied to CenterPoint's proposed operations, these standards will extend to
CenterPoint's executives, board members and controlling stockholders as well as
CPA employees who own the Attest Firms. In addition to the independence
standards, CPAs who provide litigation consulting services on behalf of
CenterPoint or an Attest Firm will be subject to rules designed to avoid
conflicts of interest, e.g., simultaneous representation of, or other
relationships with, adverse parties. CenterPoint intends to comply with
applicable requirements related to independence and avoidance of conflicts of
interest.

Existing state laws and regulations are subject to evolving interpretations
and enforcement policies and practices and present certain risks to
CenterPoint's operations. CenterPoint cannot ensure that (1) a review by state
judicial or regulatory authorities would not result in a determination that
CenterPoint, its CPA employees or the Attest Firms have violated one or more
provisions of state law, regulations or codes of ethics, (2) the laws,
regulations or codes of ethics of any state, or other elements of the
regulatory environment, will not change so as to materially restrict
CenterPoint's operations or (3) the UAA will be adopted, in its currently
proposed form or any form, by the legislature of any state. CenterPoint's
ability to continue to operate in, or expand its operations in or to, certain
states may depend on its flexibility to modify its operational structure in
response to changes in laws, regulations, ethical codes or their interpretation
or enforcement, which flexibility may, in certain circumstances, be constrained
by provisions of the services agreements with the Attest Firms. Limitations on
CenterPoint's ability to use the separate practice structure in order to comply
with applicable
law could have a material adverse effect on its relationship with the Attest
Firms, their clients and/or CenterPoint's business, financial condition or
results of operations. See "Risk Factors--Regulation of the accounting
profession could have a material adverse effect on CenterPoint's business."

Insurance Business. CenterPoint or its insurance employees must be licensed
to act as agents by state regulatory authorities in the states in which it
provides insurance services. Regulations and licensing laws vary in individual
states and are often complex. The applicable licensing laws and regulations in
all states are subject to amendment or reinterpretation by state regulatory
authorities, and such authorities are vested in most cases with broad
discretion as to the granting, revocation, suspension and renewal of licenses.
See "Risk Factors--Regulation of the insurance industry may adversely affect
CenterPoint's insurance brokerage business."

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Employee Welfare Plans. At the federal level, ERISA regulates many aspects
of CenterPoint's services relating to employee welfare plans, including the
duties and responsibilities of persons who provide services or sell products to
such plans. The states also regulate many aspects of employee benefit plans,
principally through the regulation of insurance products (including stop-loss
insurance products sold to self-insured plans). States also directly regulate
third party administrators by requiring licensing and compliance with state
regulations in each state in which they do business. See "Risk Factors--
Regulation of employee welfare plans may impact CenterPoint."

Sales and Marketing

CenterPoint's marketing efforts are primarily relationship based.
Historically, the CenterPoint Companies have acquired new clients and marketed
their services by pursuing client referrals, responding to requests for
engagement proposals, attending trade and industry conferences and using
targeted direct marketing efforts. Many of the professional services firms
generate business through their employees' membership in trade organizations
and civic and community organizations, while other professional services firms
partner with smaller accounting firms who do not have the technological
expertise or resources to take on certain engagements. Generally, the
professional services firms obtain a significant portion of client referrals by
focusing their marketing efforts on existing clients. In addition, some of the
professional services firms have dedicated sales and marketing personnel.

CenterPoint sells its insurance services and products through approximately
114 producers who are full-time employees. These producers are assigned to, and
become experts with respect to, a variety of specialty risk groups for which
CenterPoint designs specific programs.

In its employee benefits design and administration, CenterPoint's sales and
marketing occurs primarily through referrals and its reputation. In addition,
CenterPoint employs two full time salespeople who market its services and
products.

A key component of CenterPoint's marketing strategy is to introduce its
various services and products to its existing client base and to cross-service
its existing clients through multiple CenterPoint operating units with
complementary service or product expertise. To encourage cross-selling and
servicing of clients, CenterPoint intends to establish incentives among its
operating units. In addition, management intends to pursue marketing,
advertising and training programs to establish national identification for the
CenterPoint name, while preserving and enhancing the value of the established
regional and local names of its various operating units.

Employees

As of February 28, 1999, CenterPoint had a total of 2,165 employees, of
which 1,620 were employed by CenterPoint's professional services firms, 542
were employed by CenterPoint's business and financial
services firms and three were members of CenterPoint's corporate management. Of
the 1,620 people employed in connection with professional services, more than
600 are licensed CPAs. Of the 412 people employed in connection with insurance
brokerage services, 114 are producers. Of the 130 people employed in connection
with third party administration services, two are in sales and 74 are in claims
administration. None of these employees is represented by a labor union.
CenterPoint believes that the CenterPoint Companies' relations with their
employees are good.

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Facilities

CenterPoint currently operates 38 leased facilities. The chart below sets
forth certain information regarding such facilities.

<TABLE>
<CAPTION>
Approximate
Location of Facility Company and Operations Conducted Square Feet
---------------------- --------------------------------------- -----------
<S> <C> <C>
Albany, NY............ Urbach--Professional Services 42,000
Atlanta, GA........... Reznick--Professional Services 20,000
Baltimore, MD......... Reznick--Professional Services 33,200
Bangor, ME............ Berry Dunn--Professional Services 26,000
Bellevue, WA.......... Reppond--Insurance Brokerage 25,300
Bethesda, MD.......... Reznick--Professional Services 68,500
Boston, MA............ Reznick--Professional Services 11,000
Brooklyn Park, MN..... Reppond--Insurance Brokerage 350
Charlotte, NC......... Reznick--Professional Services 6,700
Escondido, CA......... Driver--Insurance Brokerage 8,700
Florissant, MO........ Grace--Professional Services 3,000
Fresno, CA............ Driver--Insurance Brokerage 2,600
Glens Falls, NY....... Urbach--Professional Services 4,000
Hamden, CT............ Simione--Professional Services 800
Hartford, CT.......... Simione--Professional Services 225
Houston, TX........... Mann Frankfort--Professional Services 41,600
Lebanon, NH........... Berry Dunn--Professional Services 5,000
Long Beach, CA........ Holthouse--Professional Services 3,200
Los Angeles, CA....... Urbach--Professional Services 5,200
Los Angeles, CA....... Holthouse--Professional Services 10,300
Manchester, NH........ Berry Dunn--Professional Services 7,900
New Haven, CT......... Simione--Professional Services 14,100
New York, NY.......... Urbach--Professional Services 9,600
Newport Beach, CA..... Driver--Insurance Brokerage 11,900
Oakland, NJ........... IDA--Benefits Design and Administration 17,900
Ontario, CA........... Driver--Insurance Brokerage 12,600
Portland, ME.......... Berry Dunn--Professional Services 21,800
Poughkeepsie, NY...... Urbach--Professional Services 1,300
Sacramento, CA........ Driver--Insurance Brokerage 2,300
St. Louis, MO......... Grace--Professional Services 28,900
San Diego, CA......... Driver--Insurance Brokerage 39,400
San Francisco, CA..... Driver--Insurance Brokerage 3,600
San Rafael, CA........ Driver--Insurance Brokerage 3,200
Southfield, MI........ Follmer--Professional Services 35,300
Sterling Heights, MI.. Follmer--Professional Services 19,400
Washington, DC........ Urbach--Professional Services 3,100
Westlake Village, CA.. Holthouse--Professional Services 3,000
Yakima, WA............ Reppond--Insurance Brokerage 1,700
</TABLE>

Litigation

CenterPoint is not involved in any legal proceedings which it believes are
material to its business, financial condition or results of operations.
CenterPoint is not involved in any legal proceedings which it believes are
material to its business, financial condition or results of operations.

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CENTERPOINT MANAGEMENT

Executive Officers and Directors

The following table lists CenterPoint's directors and executive officers, as
well as those persons who will become directors and executive officers upon
completion of the offering. In addition to the persons named as directors
below, stockholders of CenterPoint intend to elect two additional independent
directors at or prior to the completion of the offering. CenterPoint is in the
process of selecting these two individuals.

<TABLE>
<CAPTION>
Name Age Position
--------------------- --- ----------------------------------------------
<C> <C> <S>
Robert C. Basten..... 39 Chairman of the board, president and chief
executive officer
Thomas W. Corbett.... 52 Executive vice president, president and chief
operating officer of business and financial
services and a director
DeAnn L. Brunts...... 37 Executive vice president, chief financial
officer and a director
Rondol E. Eagle...... 52 Executive vice president and chief integration
officer
Dennis W. Bikun...... 42 Vice president, chief accounting officer and
treasurer
David Reznick........ 61 Director
Richard H. Stein..... 46 Director
Anthony P. Frabotta.. 48 Director
Charles H. Roscoe.... 54 Director
Steven N. Fischer.... 55 Director
Robert F. Gallo...... 53 Director
Wayne J. Grace....... 58 Director
Philip J. Holthouse.. 40 Director
Anthony P. Scillia... 41 Director
Scott H. Lang........ 52 Director
Louis C. Fornetti.... 47 Director
William J. Lynch..... 56 Director
</TABLE>

Robert C. Basten joined CenterPoint in November 1998 as chairman of the
board, president and chief executive officer. Prior to joining CenterPoint, Mr.
Basten was a senior executive at American Express Company and most recently
served as president and chief executive officer of American Express Tax and
Business Services ("TBS"), a subsidiary of American Express. As head of TBS,
Mr. Basten led the firm's development and emergence as one of the fastest-
growing and most innovative, professional and business advisory services firms
in the country. TBS was ranked by Accounting Today as the 11th largest
accounting firm in the United States based on fiscal 1997 revenues. Mr. Basten
has extensive experience in leading the development of new businesses both
inside and outside of American Express. From 1984 to April 1998, he held
leadership roles at American Express in technology, financial services
marketing and brokerage.

Thomas W. Corbett will become a director and the president and chief
operating officer of CenterPoint's business and financial services group upon
the closing of the offering. Mr. Corbett joined Driver in 1977 and assumed the
responsibilities of chief executive officer and chairman of the board of Driver
in 1994. Prior to joining Driver, Mr. Corbett was associated with Allendale
Insurance and spent three years as a loss prevention engineer at Factory Mutual
Engineering Association.

DeAnn L. Brunts joined CenterPoint in March 1999 as executive vice
president, chief financial officer and a director. From 1985 until joining
CenterPoint, Ms. Brunts was associated with PricewaterhouseCoopers LLP, where
she became a partner in 1996. Ms. Brunts' experience includes strategic
planning, mergers and acquisitions consulting and auditing services for public
and private companies. Ms. Brunts received an MBA in 1992 from the Wharton
School.

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Rondol E. Eagle joined CenterPoint in January 1999 as executive vice
president and chief integration officer. From 1990 until joining CenterPoint,
Mr. Eagle was a partner and managing director of management consulting services
at Olive LLP, one of the country's 20 largest accounting and consulting firms.
Mr. Eagle is the chairman of the board of the Information Technology Alliance,
one of the oldest and largest trade associations in the accounting profession.
In 1997 and 1998, Mr. Eagle was named in the Accounting Profession's 100 Most
Influential People List as compiled by Accounting Today magazine.

Dennis W. Bikun joined CenterPoint in February 1999 as a vice president,
chief accounting officer and treasurer. Prior to joining CenterPoint, Mr. Bikun
was a senior executive and most recently a vice president and chief financial
officer of Associated Estates Realty Corporation, a publicly-held real estate
investment trust which owned over 120 multifamily apartment properties located
throughout the United States.

David Reznick will become a director of CenterPoint upon the closing of the
offering. Mr. Reznick has been a principal of Reznick since its founding in
1977. Prior to joining Reznick, he was an audit partner of Alexander Grant &
Company (the predecessor to Grant Thornton LLP).

Richard H. Stein will become a director of CenterPoint upon the closing of
the offering. Mr. Stein joined Mann Frankfort in 1977 and is a member of its
management committee. Prior to joining Mann Frankfort, Mr. Stein was associated
with Ernst & Ernst from 1974 to 1977.

Anthony P. Frabotta will become a director of CenterPoint upon the closing
of the offering. Mr. Frabotta joined Follmer in 1974 and has served as chairman
of Follmer's executive committee since 1997.

Charles H. Roscoe will become a director of CenterPoint upon the closing of
the offering. Mr. Roscoe joined Berry Dunn in 1979 and became its president and
managing principal in 1990. Prior to joining Berry Dunn, Mr. Roscoe was
associated with Coopers & Lybrand for 12 years.

Steven N. Fischer will become a director of CenterPoint upon the closing of
the offering. Mr. Fischer has served as president and chief executive officer
of Urbach since 1985. Mr. Fischer is the chairman of Urbach Hacker Young
International Limited and also serves as a trustee for Adelphi University.

Robert F. Gallo will become a director of CenterPoint upon the closing of
the offering. Mr. Gallo has served as chief executive officer of IDA since
1991. Prior to joining IDA, Mr. Gallo practiced law at a firm which he founded.

Wayne J. Grace will become a director of CenterPoint upon the closing of the
offering. Mr. Grace has been a partner of Grace since its founding in 1983 and
served as its managing partner from 1983 to 1998. Prior to establishing Grace,
he was a partner in the accounting firm, Fox & Company from 1969 to 1983, and
served as the managing partner of its St. Louis office from 1979 to 1983. Mr.
Grace served as a director of Petrolite Corporation from 1995 until its merger
with Baker Hughes Incorporated in 1997.

Philip J. Holthouse will become a director of CenterPoint upon the closing
of the offering. Mr. Holthouse has been a partner of Holthouse since its
founding in 1991. Mr. Holthouse is on the faculty of the University of Southern
California, Masters of Business Taxation Program and a member of the board of
advisors for the Leventhal School of Accounting.

Anthony P. Scillia will become a director of CenterPoint upon the closing of
the offering. Mr. Scillia co-founded Simione in 1996. From 1991 to 1996, Mr.
Scillia was a principal with the accounting firm of Scillia & Larrow, P.C. Mr.
Scillia was associated with McGladrey & Pullen from 1988 to 1991 and Ernst &
Young from 1979 to 1988. Mr. Scillia is a member of the Construction Financing
Committee of the Associated General Contractors of America and the National
Construction Industry Conference Committee of the AICPA.

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Scott H. Lang became a director of CenterPoint in November 1998. Since 1996,
Mr. Lang has been managing member of BGL Management Company, LLC, which is the
managing member of BGL Capital Partners, LLC, a merchant banking firm which
originates and finances industry consolidations. Mr. Lang is also a managing
director and principal of Brown, Gibbons, Lang & Company, L.P., an investment
banking firm, a position he has held since 1995. From 1985 to 1995, he served
as executive vice president and managing director of investment banking at
Rodman & Renshaw, Inc., a Chicago-based securities firm. Prior to 1985, Mr.
Lang practiced law in Washington, D.C., where he was a partner at Arnold &
Porter. Mr. Lang is a director of Compass International Services Corporation.

Louis C. Fornetti will become a director of CenterPoint upon the closing of
the offering. From 1995 to 1997, Mr. Fornetti was the executive vice president
and chief financial officer of Interra Financial Inc. (now known as Dain
Rauscher, Inc.), a regional brokerage firm, and president and chief executive
officer of Interra Clearing Services. From 1985 to 1995, Mr. Fornetti held
various management positions, including senior vice president and chief
financial officer, with American Express Financial Advisors (formerly IDS), a
subsidiary of American Express Corporation and a manufacturer and distributor
of financial products.

William J. Lynch will become a director of CenterPoint upon the closing of
the offering. Since 1996, Mr. Lynch has been a managing director of Capstone
Partners, LLC, a special situations venture capital firm. From October 1989 to
March 1996, Mr. Lynch was a partner in the law firm Morgan, Lewis & Bockius
LLP. Mr. Lynch is a director of Coach USA, Inc.

Board of Directors

After completion of the Mergers, the board of directors of CenterPoint will
consist of seventeen directors, each serving for a term of one year. At each
annual meeting of stockholders, all directors will be elected by the holders of
the common stock. The current stockholders of CenterPoint have entered into an
agreement with respect to nominating and electing directors through the fifth
annual meeting following the offering. See "Description of CenterPoint's
Capital Stock--Stockholders' Agreement." CenterPoint expects that the board of
directors will establish an executive committee, an audit committee, a
compensation committee, and such other committees as the board may determine.
The board expects to appoint the members of each committee at the first meeting
of the board of directors following the completion of the offering.

Director Compensation

Directors who are also employees of CenterPoint or one of its subsidiaries
do not receive compensation for serving as directors. Each director who is not
an employee of CenterPoint or one of its subsidiaries will receive an annual
stipend of $15,000, a fee of $2,000 for attendance at each board of directors
meeting and $1,000 for each committee meeting (unless held on the same day as a
board of directors meeting). Directors are also reimbursed for out-of-pocket
expenses incurred in attending board of directors meetings or committee
meetings or otherwise incurred in their capacity as directors. Upon completion
of the offering, each non-employee director will be granted options to purchase
15,000 shares of common stock at an exercise price equal to the initial public
offering price. See "--Employee Incentive Compensation Plan."

Executive Compensation; Employment Agreements; Incentive Compensation
Agreements; Covenants-Not-To-Compete

CenterPoint was incorporated in November 1998 and has conducted no
operations and generated no revenues to date. BGL Capital has entered into
agreements with Robert C. Basten, DeAnn L. Brunts, Rondol E. Eagle and Dennis
W. Bikun pursuant to which these individuals provide consulting services to BGL
Capital in connection with the Mergers and the offering. As compensation for
his consulting services, Mr. Basten is receiving annual consulting fees of
$225,000 in addition to a signing bonus of $210,000. Ms. Brunts is receiving
annual consulting fees of $175,000 and a signing bonus of $100,000. Mr. Eagle
is receiving annual consulting fees of $190,000. Mr. Bikun is receiving annual
consulting fees of $175,000. These arrangements

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will remain in effect until the earliest of (1) the closing of the offering,
(2) the execution of an employment agreement with CenterPoint or (3)
termination of the consulting agreement. Amounts paid by BGL Capital under the
consulting agreements, together with interest at 8% per annum, will be
reimbursed by CenterPoint from the offering proceeds.

Prior to the closing of the offering, Mr. Basten, Ms. Brunts, Mr. Eagle and
Mr. Bikun will enter into three-year employment agreements with CenterPoint
providing for annual base salaries of $250,000, $225,000, $190,000 and
$175,000, respectively. Each employment agreement will also provide for an
annual bonus of up to 100% of the employee's base salary under CenterPoint's
incentive compensation policies for executive employees based upon performance
targets. Such performance targets and the amount of a bonus, if any, will be
determined by the compensation committee of the board of directors. Unless
terminated or not renewed by CenterPoint or the executive, the term of each
employment agreement will continue after the initial term on a year-to-year
basis on the same terms and conditions existing at the time of renewal. Each
employment agreement will contain a covenant not to compete with CenterPoint
for a period ending on the second anniversary of the date of termination of
employment. Under this covenant, the executive cannot: (1) engage in any
business in competition with CenterPoint anywhere in the United States; (2)
solicit for employment a CenterPoint managerial employee unless that person has
been out of the employ of CenterPoint for at least 180 days; (3) solicit or
sell any competitive products or services to any person or entity which is, or
has been within one year prior to the date of termination, a customer of
CenterPoint, or that was known by the employee to have been actively solicited
by CenterPoint during such period; or (4) call upon a prospective acquisition
candidate which was approached or analyzed by CenterPoint within the one year
prior to the termination date, for the purpose of acquiring the entity. These
provisions may be enforced by injunctions or restraining orders and will be
construed in accordance with the changing activities, businesses and locations
of CenterPoint.

Each of these employment agreements will provide that, if CenterPoint
terminates employment without cause or if the employee terminates for "good
reason," CenterPoint will pay severance compensation to the executive.
Severance compensation consists of (1) the executive's then current salary plus
the bonus paid for the last fiscal year for a period of two years following the
date of termination and (2) bonus for the current year prorated through the
termination date. If termination of employment occurs prior to a change in
control of CenterPoint, payment is due in equal installments on CenterPoint's
normal payroll payment dates during the severance period. If the termination
occurs after a change in control of CenterPoint, severance will be paid in a
lump sum within 30 days of the termination date.

Cause is defined under the agreements to include (1) a final, non-appealable
conviction of a felony or a crime involving moral turpitude, (2) employee's
willful failure to comply with reasonable directions of the board of directors
following notice and opportunity to cure, (3) the determination by the board of
directors that employee has committed fraud, willful dishonesty, material
misconduct or misappropriation of CenterPoint property in the course of
employment, (4) material breach by employee of the non-competition provisions
in the agreement and (5) material breach by employee of other provisions of the
agreement following notice and opportunity to cure. So long as the executive
does not engage in conduct giving rise to the right to terminate employment for
cause, "good reason" includes (a) the failure to elect the executive to the
office previously held, the removal of the executive from his or her position
or the assignment to the executive of any additional duties or responsibilities
or a reduction in executive's duties or responsibilities which, in either case,
are inconsistent with those customarily associated with such position, (b) a
relocation by CenterPoint of the executive's place of employment beyond a
specified area, (c) a material decrease in the executive's salary or bonus
opportunities, (d) material breach by CenterPoint of the agreement following
notice and opportunity to cure and (e) subject to certain exceptions,
termination by CenterPoint of any employee benefit plan in which the executive
participates.

Each of these employment agreements will provide that if, within 30 months
from the closing of the offering, the employee voluntarily terminates his or
her employment other than (a) for "good reason" or (b) under circumstances
approved by the board of directors with respect to the chief executive officer,
or approved

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by the chief executive officer with respect to other members of management,
restricted shares held by the employee at the date of termination will remain
subject to the Extended Lockup. Mr. Basten's employment agreement will further
provide that if within 30 months after the closing of the offering, he
voluntarily terminates his employment other than (a) for "good reason" or (b)
under circumstances approved by the board of directors, he will be required to
pay liquidated damages to CenterPoint within 30 days of his termination. The
amount of liquidated damages will be equal to three times the sum of his base
salary and maximum bonus, in each case as in effect at the time of termination.

Upon the closing of the offering, CenterPoint and Driver will enter into a
five-year employment agreement with Thomas W. Corbett pursuant to which he will
serve as chairman of the board and chief executive officer of Driver and as
president and chief operating officer of CenterPoint's business and financial
services group. Mr. Corbett's annual base salary under this agreement will be
$350,000. Mr. Corbett is also entitled to (a) an annual bonus of up to $250,000
and (b) additional commission-related compensation of $400,000 per year. Unless
terminated or not renewed by Driver or Mr. Corbett, the term of the employment
agreement will continue after the initial term on a year-to-year basis on the
same terms and conditions existing at the time of renewal. If Driver terminates
Mr. Corbett's employment without cause, or if he voluntarily terminates his
employment within 90 days after a "constructive termination," he will be
entitled to severance benefits equal to $800,000 times the greater of the
number of years left in the employment period or three years. Constructive
termination under Mr. Corbett's employment agreement includes: (1) demotion
from the position of chairman of the board or chief executive officer of
Driver; (2) a reduction in salary, additional compensation, bonus opportunity
or expense allowance; and (3) a change in control of Driver other than pursuant
to a change in control of CenterPoint. In addition, the employment agreements
of Mr. Corbett, Jerold D. Hall and Gregory P. Zimmer contain reciprocal
provisions under which the triggering of Driver's obligations to pay severance
to any of such individuals will constitute a constructive termination of the
other two employees. Messrs. Hall and Zimmer are executive officers of Driver.
Driver's obligation to pay severance to Messrs. Hall and Zimmer under their
employment agreements would be triggered by circumstances similar to those
provided for in Mr. Corbett's agreement. Severance benefits for each of Messrs.
Hall and Zimmer would equal their salary and bonus, as then in effect, for a
three year period. Messrs. Hall and Zimmer's annual base salaries will be
$200,000 and $250,000, respectively, and each of them will be entitled to
receive an annual bonus in an amount up to 100% of his base salary.

Under Mr. Corbett's employment agreement, Messrs. Corbett, Hall and Zimmer have
a limited right of first refusal with respect to a sale of CenterPoint's
insurance business. Should CenterPoint decide to accept an offer for the sale
of its insurance business to a company engaged in the commercial insurance
business, Messrs. Corbett, Hall and Zimmer will have the right, for 45 days
after notice, to purchase CenterPoint's insurance business on the same terms.
The agreement will contain a covenant not to compete whereby, until the second
anniversary of the date of termination of employment (other than by the
expiration of Mr. Corbett's employment at the end of the employment period
without renewal of the agreement), Mr. Corbett is prohibited from (1) engaging
in any business in direct competition with Driver or CenterPoint's business and
financial services group in any territory where Driver or CenterPoint conducts
such business, (2) soliciting for employment a CenterPoint employee, (3)
soliciting or selling any competitive products or services to any person or
entity which is, or has been within one year prior to the date of termination,
a customer of Driver or of CenterPoint's business and financial services group,
or that was known by Mr. Corbett to have been actively solicited by CenterPoint
during such period, (4) calling upon a prospective acquisition candidate which
was approached or analyzed by CenterPoint within one year prior to the
termination date, for the purpose of acquiring the entity, or (5) disclosing
the identity of any agents or brokers that produce or finance insurance through
CenterPoint or any current or prospective policyholder or premium finance
customer for any reason or purpose.

Upon the closing of the offering, IDA will enter into a four-year employment
agreement with Robert F. Gallo, pursuant to which he will serve as IDA's chief
executive officer at an annual base salary of $200,000. This agreement also
provides for an annual bonus of up to 50% of base salary for 1999 and up to
100% of base salary thereafter. Unless terminated or not renewed by IDA or Mr.
Gallo, the agreement will continue after the initial term on a year-to-year
basis on the same terms and conditions existing at the time of renewal. In the
event IDA terminates Mr. Gallo's employment without cause or Mr. Gallo
voluntarily terminates his employment within 60 days after a "constructive
termination," Mr. Gallo will be entitled to severance

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compensation which includes his base salary and prorated bonus for the
remainder of his employment term. Constructive termination under Mr. Gallo's
agreement includes (1) demotion to a position substantially below that of IDA's
chief executive officer or the assignment of duties and responsibilities that
are not commensurate with such position, (2) substantial reduction in base
salary, (3) relocation of the place of employment outside the New Jersey area
or (4) a change in control of IDA other than pursuant to a change in control of
CenterPoint. This employment agreement will contain a covenant not to compete
whereby, until the second anniversary of the date of termination of employment,
Mr. Gallo is prohibited from (1) engaging in any business in direct competition
with IDA within any business market where IDA conducts business, (2) soliciting
or selling any competitive products or services to any person or entity which
is, or has been within one year prior to the date of termination, a customer of
IDA or that was known by Mr. Gallo to have been actively solicited by IDA
during such period, (3) enticing an employee of IDA away from IDA, or (4)
calling upon a prospective acquisition candidate which was approached or
analyzed by CenterPoint within one year prior to the termination date, for the
purpose of acquiring the entity.

Upon the closing of the Mergers, each professional services firm and its
former owners and principals will enter into an incentive compensation
agreement with CenterPoint, which agreement will provide for, among other
things, the payment of base compensation and bonus compensation to those
individuals. For a more detailed description of the incentive compensation
agreements, see "Business of CenterPoint After the Mergers--Employee
Incentives--Professional Services." The incentive compensation agreements
include nonsolicitation covenants by each employee which are effective until
the second anniversary of the date of termination of employment. Generally,
during this period, if the employee directly or indirectly provides services to
any person or entity who was a client of CenterPoint at or within one year of
the employee's termination, the employee must pay to CenterPoint 125% of the
greater of (1) the average annual fees charged by CenterPoint to such client
during the prior three-year period and (2) the fees charged by CenterPoint to
such client during the most recent 12-month period. In addition, if during the
restricted period the employee entices an employee of CenterPoint away from
CenterPoint, the employee must pay to his or her firm 50% of the greater of the
solicited person's total cash compensation for (1) the 12 months preceding such
person's termination of employment or (2) if known, the 12 months following
such termination. The incentive compensation agreements also prohibit
employees, until the second anniversary of their employment termination date,
from calling upon prospective acquisition candidates which were approached or
analyzed by CenterPoint within six months preceding the employment termination
date.

Upon completion of the IPO, the executive officers of CenterPoint will be
granted options to purchase common stock at an exercise price equal to the
initial public offering price. See "--Employee Incentive Compensation Plan."

Employee Incentive Compensation Plan

Prior to the IPO, the board of directors and stockholders will adopt
CenterPoint's employee incentive compensation plan. The purpose of this plan is
to provide directors, officers, employees, consultants and independent
contractors with additional incentives by increasing their ownership interests
in CenterPoint. Individual awards under this plan may take the form of (1)
incentive stock options or non-qualified stock options, (2) stock appreciation
rights, (3) restricted or deferred stock, (4) dividend equivalents, and (5)
cash awards or other awards not otherwise provided for, the value of which is
based in whole or in part upon the value of the common stock. CenterPoint's
compensation committee will administer the plan and generally select the
individuals who will receive awards and determine the terms and conditions of
those awards.

CenterPoint has reserved shares of common stock for use in
connection with the plan. However, the number of shares available for use under
the plan at any given time will not exceed 15% of the total number of shares of
common stock outstanding at that time. Shares attributable to awards which have
expired, terminated, canceled or forfeited are available for issuance for
future awards.

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<PAGE>

The plan will remain in effect until terminated by the board of directors.
The plan may be amended by the board of directors without the consent of the
stockholders, except that any amendment, although effective when made, will be
subject to stockholder approval if required by law or by the rules of any
national securities exchange or over-the-counter market on which the common
stock may then be listed or quoted.

Upon completion of the IPO, non-qualified stock options to purchase a total
of shares of common stock will be granted. Of this amount,
options to purchase shares of common stock will be granted to
management of CenterPoint, including options to Mr. Basten,
options to Ms. Brunts, options to Mr. Eagle and
options to Mr. Bikun. An aggregate of options will
be granted to the employees of the CenterPoint Companies. The grants will be
effective as of the date of the IPO and each option will have an exercise price
equal to the initial public offering price. These options will vest over
periods ranging from three to five years and will expire 10 years from the date
of grant or earlier if there is a termination of employment. Subject to
policies established by CenterPoint's compensation committee, each CenterPoint
Company will have discretion to determine the allocation of options among its
employees.

The plan also provides for (1) the automatic grant to each non-employee
director serving at the closing of the IPO of an option to purchase 15,000
shares of common stock, and (2) after the IPO, the automatic grant to each non-
employee director of an option to purchase 15,000 shares when the director is
initially elected. In addition, the plan provides for an automatic annual grant
to each non-employee director of an option to purchase 7,500 shares at each
annual meeting of stockholders following the IPO. However, if the first annual
meeting of stockholders following a non-employee director's initial election is
within three months of the date of the election or appointment, the non-
employee director will not be granted an option at the annual meeting. These
options will have an exercise price per share equal to the fair market value of
a share at the date of grant, will expire at the earlier of 10 years from the
date of grant or one year after termination of service as a director, and will
be immediately exercisable upon grant.

CenterPoint's compensation committee has discretion to fashion performance
awards for eligible participants with incentives the committee deems
appropriate. It permits the issuance of awards in cash or common stock based on
the satisfaction of specific performance criteria. The performance goals for
any year may be based on a broad array of performance measures as selected by
the compensation committee, including financial results on a consolidated basis
or an operating unit basis depending on the responsibility of the employee, as
well as achievement of personal performance goals. The maximum value of these
awards for any employee in any year is 100% of the employee's salary. In
addition, the compensation committee has discretion to pay, cancel or provide
for the substitution or assumption of these bonus awards.

Employee Stock Purchase Plan

Prior to the closing of the IPO, CenterPoint will adopt the employee stock
purchase plan, under which a total of shares of common stock will be
reserved for issuance. The stock purchase plan, which is intended to qualify
under Section 423 of the Internal Revenue Code of 1986, permits eligible
employees of CenterPoint to purchase common stock through payroll deductions
with all such deductions credited to an account under the stock purchase plan.
Payroll deductions may not exceed $25,000 for all purchase periods ending
within any year.

The stock purchase plan operates on a calendar year basis. To be eligible to
participate, an employee must file all requisite forms prior to a specified due
date known as the "grant date." Generally the first day of each year will be
the grant date and the last day of each year will be an exercise date. The
determination of the grant dates and the exercise dates is within the
discretion of the committee appointed to administer the stock purchase plan. On
each exercise date, payroll deductions credited to participants' accounts will
be automatically applied to the purchase price of common stock at a price per
share equal to eighty-five percent (85%) of the fair market value of the common
stock on the grant date or the exercise date, whichever is less. Employees

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may end their participation in the stock purchase plan at any time during an
offering period, and their payroll deductions up to the date of termination
will be refunded. Participation ends automatically upon termination of
employment with CenterPoint.

Employees are eligible to participate in the stock purchase plan if they are
customarily employed by CenterPoint or a designated subsidiary for at least 20
hours per week and for more than six months in any calendar year. No employee
will be able to purchase common stock under the stock purchase plan if such
person, immediately after the purchase, would own stock possessing 5% or more
of the total shares of common stock outstanding or 5% of the value of all
outstanding shares of all classes of stock of CenterPoint.

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<PAGE>

CERTAIN TRANSACTIONS

Organization of CenterPoint

CenterPoint was incorporated in November 1998 and is currently a 71.4%
subsidiary of CPA Holdings, LLC ("CPA Holdings"), a Delaware limited liability
company. CPA Holdings is owned by a group of investors that includes BGL
Capital, Reznick, Fedder & Silverman, C.P.A.s, L.L.C. ("Reznick LLC"), MFSL
Investments, L.P. ("MFSL Investments") and the "CCP Group," which served as one
of CenterPoint's sponsors and consists of Steven P. Colmar, Benjamin H.
Crawford, William G. Parkhouse, William J. Lynch, Leonard A. Potter and James
G. Lynch. William J. Lynch will become a director of CenterPoint upon the
closing of the offering. CenterPoint has agreed to (a) issue warrants to the
CCP Group to purchase a total of 100,000 shares of common stock at the initial
public offering price and (b) reimburse PSG Funding Corp., a company affiliated
with the CCP Group, for offering expenses totaling $345,000.

Scott H. Lang, a director of CenterPoint, is a managing member of BGL
Management Company, LLC, which is the managing member of BGL Capital which is,
in turn, the managing member of CPA Holdings. Reznick LLC was created by
certain owners of Reznick to hold its co-sponsor interest in CenterPoint. David
Reznick, who will become a director of CenterPoint upon the closing of the
offering, is a member of Reznick LLC. MFSL Investments was created by Mann
Frankfort's shareholders to hold its co-sponsor interest. Richard H. Stein, who
will become a director of CenterPoint upon the closing of the offering, is a
managing member of the general partner of MFSL Investments.

Following the IPO, CPA Holdings intends to distribute its shares of
CenterPoint common stock to its members who, in turn, may further distribute
such shares to their respective members or partners. Notwithstanding such
distributions, these shares will remain subject to transfer restrictions
imposed by the underwriters and the stockholders' agreement. See "Description
of CenterPoint Capital Stock."

The remaining 28.6% of CenterPoint's outstanding shares of common stock are
held by Mr. Basten, Ms. Brunts, Mr. Eagle, Mr. Bikun, Jonathan R. Rutenberg and
Reznick LLC.

Following the approximate -for-one stock split to be effected prior to
the completion of the IPO, the shares of common stock initially issued
by CenterPoint to its initial investors and management will total
shares.

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<PAGE>

The Mergers

The aggregate purchase price to be paid by CenterPoint in the Mergers
consists of approximately $90.0 million in cash and 12,121,258 shares of common
stock, plus certain contingent payments as described below. The following table
sets forth the purchase price to be paid to the stockholders of each of the
CenterPoint Companies.

<TABLE>
<CAPTION>
Shares of
Company Cash common stock
------------------------------------------------------ ------- ------------
(Dollars in
thousands)
<S> <C> <C>
Reznick............................................... $16,899 1,810,553
Driver(1)............................................. 500 2,944,445
Mann Frankfort........................................ 16,503 1,768,200
Follmer............................................... 13,600 1,457,143
Berry Dunn............................................ 6,821 931,357
Urbach................................................ 9,190 1,023,943
IDA(2)................................................ 8,154 873,669
Grace................................................. 2,840 304,286
Holthouse............................................. 5,603 600,343
Reppond(3)............................................ -- 447,428
Simione............................................... 3,808 408,000
------- ----------
Total............................................. $83,918 12,569,367
======= ==========
</TABLE>
- --------
(1) In addition to the consideration set forth in the table, the former
stockholders of Driver will be entitled to receive a contingent cash
payment equal to 6.75 times the amount, if any, by which Driver's adjusted
earnings before interest, taxes, depreciation and amortization ("EBITDA")
for 2000 exceed $11.6 million.

(2) In addition to the consideration set forth in the table, the former
stockholders of IDA will be entitled to a contingent cash payment equal to
the lesser of (a) $3,414,500 and (b) 6.75 times the amount, if any, by
which IDA's adjusted EBITDA for 2000 exceeds $3,290,000.

(3) In addition to the consideration set forth in the table, the former
stockholders of Reppond will be entitled to receive a contingent cash
payment which will be calculated with respect to a specified twelve month
period ending in 2003 and based on the amount by which the adjusted EBITDA
of CenterPoint's employee benefits business (excluding IDA) exceeds
specified thresholds. One of Reppond's stockholders will also be entitled
to receive contingent cash payments with respect to each of the first five
twelve month periods following the closing of the Mergers. Such payments
will be based on the amount by which Reppond's adjusted EBITDA for the
applicable period exceeds specified thresholds.

The price to be paid for the CenterPoint Companies was determined through
arm's-length negotiations between CenterPoint and representatives of each
CenterPoint Company. The factors considered by the parties in determining the
consideration to be paid include, among others, the amount of CenterPoint Base
Earnings for each professional services firm, and the historical operating
results, net worth, level and type of indebtedness and future prospects of each
CenterPoint Company. Each CenterPoint Company was represented by independent
counsel in the negotiation of the terms and conditions of the Merger Agreement
between CenterPoint, the CenterPoint Company and its owners.

Each Merger Agreement contains standard representations and warranties of
each party as well as indemnification provisions relating to (1) breaches of
representations and warranties made by the parties to the agreement and (2)
certain liabilities under federal securities laws. Furthermore, each Merger
Agreement provides that the consummation of the Merger is subject to certain
conditions. These conditions include, among others, (1) the continuing material
accuracy on the closing date of the Mergers of the representations and
warranties of the CenterPoint Company, the owners of the CenterPoint Company
and CenterPoint; (2) the

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performance by each of them of all covenants included in the Merger Agreement;
(3) the absence of a material adverse change in the results of operations,
financial condition or business of the CenterPoint Company; (4) the
simultaneous closing of all of the Mergers; (5) the approval of the Merger
Agreement and related transactions by the owners of the CenterPoint Company as
required by applicable law; and (6) CenterPoint's having entered into one or
more credit facilities providing for aggregate commitments of not less than $75
million. In addition to the Merger Agreement, owners of each CenterPoint
Company who have voting power over equity interests
sufficient to approve the Merger have entered into a voting agreement with
CenterPoint to vote those interests in favor of the Merger.

Under applicable state laws, shareholders of Mann Frankfort, Berry Dunn,
Driver, Urbach and Reppond may dissent by voting against the Merger. Dissenting
owners who comply with the requirements of state law will have the right to
demand appraisal of and payment for their shares. Under applicable law, no
dissenting shareholder has any right to contest the validity of the Merger or
to have the Merger set aside or rescinded, except in an action to test whether
the number of shares required to approve the Merger have legally been voted in
favor of the Merger and, in the case of the holders of Reppond, in
circumstances involving fraud. The shareholders of the CenterPoint Companies
have agreed to indemnify CenterPoint for any payments required to be made with
respect to dissenting shares.

Pursuant to each Merger Agreement, the owners of the CenterPoint Companies
have agreed not to compete with CenterPoint, for three years following the
closing of the Mergers, (1) with respect to Driver and Reppond, within any
business market where Driver or Reppond conducts business and (2) with respect
to the other CenterPoint Companies, within a 50-mile radius of any location at
which the particular CenterPoint Company conducts business. The owners of the
CenterPoint Companies have also agreed to restrictions on the transfer of the
shares of common stock they receive in the Mergers. Any requested waiver of
such transfer restrictions must be approved by a majority of the members of the
board of directors who are not subject to transfer restrictions at the time of
such proposed waiver.

In connection with the Mergers, and as consideration for their interests in
the CenterPoint Companies, certain directors and officers of CenterPoint will
receive cash and shares of common stock as follows:

<TABLE>
<CAPTION>
Shares of
Name Cash common stock
--------------------------------------------------------- ---- ------------
<S> <C> <C>
David Reznick............................................
Thomas W. Corbett........................................
Richard H. Stein.........................................
Anthony P. Frabotta......................................
Charles H. Roscoe........................................
Steven N. Fischer........................................
Robert F. Gallo..........................................
Wayne J. Grace...........................................
Philip J. Holthouse......................................
Anthony P. Scillia.......................................
</TABLE>

Ancillary Agreements with Professional Services Firms and their Affiliates

With respect to the professional services firms, the closing of their
respective Mergers will be conditioned on the execution and delivery of several
ancillary documents. These documents are as follows:

Incentive Compensation Agreements. Upon the closing of the Mergers,
CenterPoint and each professional services firm will enter into an incentive
compensation agreement with each of the firm's former owners and principals.
Messrs. Reznick, Stein, Frabotta, Roscoe, Fischer, Grace, Holthouse and Scillia
will be parties to their firm's incentive compensation agreements. For a more
detailed description of these agreements, see "Business of CenterPoint after
the Mergers--Employee Incentives--Professional Services."

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Separate Practice Agreements. Under current state laws and regulations
governing the accounting profession, CenterPoint is prohibited from providing
attest services to its clients. See "Business of CenterPoint after the
Mergers--Regulation--Accounting Profession." CenterPoint has required that each
professional services firm divest its attest services prior to the closing of
the Mergers. Following the closing, all attest services formerly provided by a
professional services firm will be provided by a separate Attest Firm in which
CenterPoint has no ownership interest. CenterPoint and the Attest Firm and its
owners will enter into a separate practice agreement, which permits the Attest
Firm to provide attest services to CenterPoint's clients. Under such agreement,
the Attest Firm is responsible for (1) the attest services provided by it, (2)
maintenance of professional liability insurance and (3) compliance with
applicable ethical, professional and legal requirements. The term of each
separate practice agreement will be 40 years. Either CenterPoint's professional
services firm or the Attest Firm may terminate the separate practices agreement
(1) if a court or accounting or other regulatory body finds that the separate
practice structure violates applicable laws, rules or regulations or (2)
subject to applicable cure periods, upon a breach of the separate practice
agreement or services agreement by the non-terminating party.

Services Agreements. Pursuant to non-exclusive services agreements between
CenterPoint and the Attest Firms, CenterPoint will manage and administer the
business functions and business affairs of each Attest Firm. Each Attest Firm
will retain the exclusive authority to direct the professional and ethical
aspects of the attest services that it provides. CenterPoint is responsible for
providing, (1) general administrative services, such as billing, collection,
bookkeeping and cash management, (2) office space, facilities, equipment,
furniture and other personal property, (3) professional, administrative,
clerical and other personnel and (4) inventory and supplies.

The term of each agreement will be 40 years. CenterPoint's professional
services firm may terminate a services agreement (1) upon certain bankruptcy
events related to the Attest Firm or (2) if the Attest Firm or any of its
employees fails to adhere to any compliance plan, policy or manual of
CenterPoint, engages in conduct or is formally accused of conduct for which the
Attest Firm's license would be expected to be subject to revocation or
suspension or is otherwise disciplined by any licensing, regulatory or
professional entity or institution. The Attest Firm may terminate a services
agreement (1) upon certain bankruptcy events related to CenterPoint or (2)
subject to applicable cure periods if CenterPoint engages in gross negligence
or fraud in the performance of any material duty or material obligation imposed
under the services agreement, which gross negligence or fraud has not been
cured. The Attest Firm may also at any time terminate CenterPoint's duties to
provide general and administrative services, inventory and supplies by
delivering written notice one year in advance of the termination.

Under each of the services agreements, CenterPoint and the Attest Firm have
agreed that if any provision of the agreement is found to be in violation of
applicable laws or regulations, CenterPoint and the Attest Firm will amend the
agreement as necessary to preserve the underlying economic and financial
arrangements without substantial economic detriment to either party. If the
agreement cannot be so amended, it will terminate. See "Risk Factors--
Regulation of the accounting profession could have a material adverse effect on
CenterPoint's business."

Other Transactions

As of , 1999, BGL Capital had incurred $ million in
expenses in connection with CenterPoint's formation, the offering and the
Mergers. This amount includes (1) payment of certain legal, accounting and
other fees and (2) payment of consulting fees and signing bonuses to Mr.
Basten, Ms. Brunts, Mr. Eagle and Mr. Bikun under their consulting agreements.
See "Management." CenterPoint anticipates that additional amounts will be
advanced by BGL Capital on CenterPoint's behalf prior to completion of the
offering. All amounts advanced by BGL Capital to CenterPoint or paid by BGL
Capital under the consulting agreements, together with interest at 8% per annum
from the date of payment by BGL Capital, will be repaid by CenterPoint from the
proceeds of the offering.

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Follmer leases its Southfield, MI space from Lincoln Development
Corporation, a company which is 50% owned by Follmer Rudzewicz Development.
Follmer Rudzewicz Development is a limited partnership which is owned in part
by Anthony P. Frabotta. The lease term began in 1988 and expires in 2004. The
current
annual rent is approximately $680,000, which amount increases over the term of
the lease. The annual rent for the 2003 to 2004 term is approximately $736,000.

At December 31, 1998, the outstanding balance of working capital advances to
Grace from Wayne J. Grace was approximately $60,000.

At December 31, 1998, the outstanding balance of loans made by David Reznick
to Reznick was approximately $66,000.

Pursuant to a promissory note dated as of March 16, 1999, Driver loaned
Thomas W. Corbett $250,000 to enable him to make certain tax payments. Interest
on this amount accrues at the prime rate published in The Wall Street Journal.

All loans and advances between the CenterPoint Companies and their
shareholders, affiliates or employees will be paid in full prior to or at the
time of the closing of the Mergers.

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INFORMATION REGARDING THE CENTERPOINT COMPANIES

Berry, Dunn, McNeil & Parker

General

Berry, Dunn, McNeil & Parker, Chartered ("Berry Dunn"), founded in 1974,
provides a wide range of accounting, tax and business consulting services to a
variety of business clients in both the private and public sectors. Berry Dunn
is one of the largest accounting firms in the Northeast in terms of number of
professionals, and was ranked No. 53 in the Top 100. Berry Dunn has significant
expertise serving clients in the health care, financial institutions,
telecommunications, real estate and construction industries. The firm also
provides information technology consulting services to clients in a variety of
industries. Berry Dunn maintains offices in Portland, Maine; Bangor, Maine;
Manchester, New Hampshire; and Lebanon, New Hampshire. In addition to providing
CenterPoint with a regional distribution point in New England, Berry Dunn will
participate significantly in developing CenterPoint's anticipated national
practice in health care consulting services. Its principal executive offices
are located at 100 Middle Street, Portland, Maine 04104.

Regulation

As a service provider in the accounting profession, Berry Dunn's operations
are subject to state regulation. See "Business of CenterPoint After the
Mergers--Regulation."

Employees

As of February 28, 1999, Berry Dunn employed approximately 156 professional
employees, of which 100 were licensed CPAs, and 45 non-professional employees.
None of Berry Dunn's employees is represented by a labor union. Management of
Berry Dunn believes its employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Berry
Dunn on a historical basis and as a percentage of revenues for the periods
indicated:

<TABLE>
<CAPTION>
Six Months Ended
Year Ended June 30, December 31,
------------------------------------------- --------------------------
1996 1997 1998 1997 1998
------------- ------------- ------------- ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $14,844 100.0% $16,812 100.0% $17,916 100.0% $7,229 100.0% $7,975 100.0%
Expenses:
Member compensation and
related costs......... 5,024 33.8 6,214 37.0 7,113 39.7 1,961 27.1 2,023 25.4
Employee compensation
and related costs..... 6,037 40.7 6,441 38.3 6,318 35.3 3,063 42.4 3,292 41.3
Other operating
expenses.............. 3,727 25.1 4,113 24.4 4,405 24.6 2,177 30.1 2,525 31.6
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Income from operations.. $ 56 0.4% $ 44 0.3% $ 80 0.4% $ 28 0.4% $ 135 1.7%
======= ===== ======= ===== ======= ===== ====== ===== ====== =====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Six Months Ended December 31, 1998 Compared to the Six Months
Ended December 31, 1997--Berry Dunn

Revenues. Revenues increased $746,000 or 10.3%, from $7.2 million in the six
months ended December 31, 1997 to $8.0 million in the six months ended December
31, 1998, primarily due to a net increase in billings to clients for recurring
services as well as special projects.

79
<PAGE>

Member Compensation and Related Costs. Member compensation and related costs
remained relatively constant at $2.0 million in the six months ended December
31, 1997 and 1998. As a percentage of revenues, these expenses decreased from
27.1% in the six months ended December 31, 1997 to 25.4% in the six months
ended December 31, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $229,000, or 7.5%, from $3.1 million in the six months ended
December 31, 1997 to $3.3 million in the six months ended December 31, 1998,
primarily due to salary increases. As a percentage of revenues, these expenses
decreased from 42.4% in the six months ended December 31, 1997 to 41.3% in the
six months ended December 31, 1998.

Other Operating Expenses. Other operating expenses increased $348,000, or
16.0%, from $2.2 million in the six months ended December 31, 1997 to $2.5
million in the six months ended December 31, 1998, primarily due to increased
business development costs, depreciation on computers, interoffice phone
charges and occupancy costs and expenditures for new tax software. As a
percentage of revenues, these expenses increased from 30.1% in the six months
ended December 31, 1997 to 31.6% in the six months ended December 31, 1998.

Results for the Year Ended June 30, 1998 Compared to the Year Ended June 30,
1997--Berry Dunn

Revenues. Revenues increased $1.1 million, or 6.6%, from $16.8 million in
the year ended June 30, 1997 to $17.9 million in the year ended June 30, 1998,
primarily due to an increase in the hourly billing rates for information
technology and other consulting projects.

Member Compensation and Related Costs. Member compensation and related costs
increased $899,000, or 14.5%, from $6.2 million in the year ended June 30, 1997
to $7.1 million in the year ended June 30, 1998, primarily due to increased
profits. As a percentage of revenues, these expenses increased from 37.0% in
the year ended June 30, 1997 to 39.7% in the year ended June 30, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs decreased $123,000, or 1.9%, from $6.4 million in the year ended June 30,
1997 to $6.3 million in the year ended June 30, 1998, primarily due to
reduction in administrative staff offset in part by salary increases. As a
percentage of revenues, these expenses decreased from 38.3% in the year ended
June 30, 1997 to 35.3% in the year ended June 31, 1998.

Other Operating Expenses. Other operating expenses increased $292,000, or
7.1%, from $4.1 million in the year ended June 30, 1997 to $4.4 million in the
year ended June 30, 1998, primarily due to an increase in depreciation of
personal computers. As a percentage of revenues, these expenses increased from
24.4% in the year ended June 30, 1997 to 24.6% in the year ended June 30, 1998.

Results for the Year Ended June 30, 1997 Compared to the Year Ended June 30,
1996--Berry Dunn

Revenues. Revenues increased $2.0 million or 13.3%, from $14.8 million in
the year ended June 30, 1998 to $16.8 million in the year ended June 30, 1997,
primarily due to a net increase in billings to clients for recurring services
as well as special projects.

Member Compensation and Related Costs. Member compensation and related costs
increased $1.2 million, or 23.7%, from $5.0 million in the year ended June 30,
1996 to $6.2 million in the year ended June 30, 1997, primarily due to
increased profits and the admission of new principals. As a percentage of
revenues, these expenses increased from 33.8% in the year ended June 30, 1996
to 37.0% in the year ended June 30, 1997.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $404,000, or 6.7%, from $6.0 million in the year ended June 30,
1996 to $6.4 million in the year ended

80
<PAGE>

June 30, 1997, primarily due to salary increases. As a percentage of revenues,
these expenses decreased from 40.7% in the year ended June 30, 1996 to 38.3% in
the year ended June 30, 1997.

Other Operating Expenses. Other operating expenses increased $386,000, or
10.4%, from $3.7 million in the year ended June 30, 1996 to $4.1 million in the
year ended June 30, 1997, primarily due to increases in health insurance,
occupancy, software, insurance and telephone expenses. As a percentage of
revenues, these expenses decreased from 25.1% in the year ended June 30, 1996
to 24.4% in the year ended June 30, 1997.

Liquidity and Capital Resources--Berry Dunn

Berry Dunn used net cash in operating activities of approximately $497,000
and $444,000 in the six months ended December 31, 1998 and 1997, respectively.
Berry Dunn generated net cash flow from operating activities of approximately
$1.6 million, $1.1 million and $29,000 in the years ended June 30, 1998, 1997
and 1996, respectively. Net cash used in investing activities was approximately
$1.1 million and $734,000 in the six months ended December 31, 1998 and 1997,
respectively, used primarily for the purchases of property and equipment and
business acquisitions. Net cash used in investing activities was approximately
$1.1 million in each of the years ended June 30, 1998 and 1997 and $1.3 million
in the year ended June 30, 1996. Net cash used in financing activities was
approximately $380,000 for the six months ended December 31, 1998, principally
due to payments of debt net of capital contributed by principals and repayments
from related parties. Net cash provided by financing activities was
approximately $111,000 in the six months ended December 31, 1997, representing
repayments from related parties, proceeds from the issuance of debt and capital
contributed by principals. In the years ended June 30, 1998, 1997 and 1996, net
cash provided by financing activities was approximately $337,000, $1.1 million
and $501,000, respectively, principally from repayments from related parties,
proceeds from debt and capital contributed by principals. At December 31, 1998,
Berry Dunn had a net working capital deficit of $2.2 million.

Interest of Continuing Directors

Upon consummation of the offering, Charles H. Roscoe will become a director
of CenterPoint. See "CenterPoint Management."

81
<PAGE>

Principal Stockholders

The following table sets forth, as of April 1, 1999, the number of shares
beneficially owned by all of the stockholders of Berry Dunn. Unless otherwise
indicated, the persons named below have sole voting and investment power with
respect to all shares shown as beneficially owned by them:

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
Charles H. Roscoe........................ 484.694 4.97
Richard R. Gossellin..................... 382.653 3.93
Gerald R. Lavigne(1)..................... 382.653 3.93
Erick L. Wordon.......................... 382.653 3.93
Kenneth L. Roberts....................... 178.571 1.83
Lee J. Chick............................. 255.102 2.62
Edward G. Asherman, Jr................... 382.653 3.93
Elliot D. Lerner......................... 204.082 2.09
Christopher T. Tyson..................... 178.571 1.83
Harry E. Meyer........................... 382.653 3.93
Janice D. Latulippe...................... 153.061 1.57
James R. Maynard......................... 382.653 3.93
Lawrence E. Parker, Jr................... 663.265 6.81
Raymond L. Cunliffe...................... 382.653 3.93
Stephanie Rice........................... 153.061 1.57
John T. Gurley........................... 382.653 3.93
Michael T. McNeil........................ 612.245 6.28
John H. Jackson, Jr...................... 382.653 3.93
Drew E. Swenson.......................... 331.633 3.40
John M. Chandler......................... 331.633 3.40
Tracy W. Harding......................... 331.633 3.40
Clifford C. Abbott, Jr................... 178.571 1.83
Francis P. Johnson....................... 382.653 3.93
Rodney F. Irish.......................... 484.694 4.97
Kenneth S. Jones......................... 331.633 3.40
Ralph A. Pascale, Jr..................... 204.082 2.09
Jeffrey D. Walla......................... 255.102 2.62
Stephen J. Ferrari....................... 1.000 0.01
J. Maurice L. Bisson..................... 382.653 3.93
Richard A. Charpentier................... 204.082 2.09
--------- ------
9,744.898 100.00
</TABLE>
- --------
(1) Mr. Lavigne does not currently have any voting or dispositive power with
respect to these shares.

Follmer, Rudzewicz & Company, P.C.

General

Follmer, Rudzewicz & Company, P.C. ("Follmer"), the predecessor of which was
founded in 1968, provides a broad range of accounting, tax and business
consulting services to closely held companies with an emphasis on manufacturing
companies. Follmer is headquartered in Southfield, Michigan and also maintains
an office in Sterling Heights, Michigan. After the Big Five, Follmer is the
second largest firm in the Detroit metropolitan area based on the number of
professionals, and was ranked No. 46 in the Top 100. Follmer will provide
CenterPoint with a regional distribution point in the upper Midwest and a
platform for CenterPoint's anticipated national practice focused on the
manufacturing industry. Its principal executive offices are located at 12900
Hall Road, Suite 500, Sterling Heights, Michigan 48313.

82
<PAGE>

Regulation

As a service provider in the accounting profession, Follmer's operations are
subject to state regulation. See "Business of CenterPoint After the Mergers--
Regulation."

Employees

As of February 28, 1999, Follmer employed 142 professional employees, of
which 76 were licensed CPAs, and 48 non-professional employees. None of
Follmer's employees is represented by a labor union. Management of Follmer
believes its employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Follmer
on a historical basis and as a percentage of revenues for the periods
indicated:

<TABLE>
<CAPTION>
Six Months Ended
Year Ended May 31, November 30,
------------------------------------------- ---------------------------
1996 1997 1998 1997 1998
------------ ------------- ------------- ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $15,528 100% $17,954 100% $19,417 100% $7,790 100% $8,937 100%
Expenses:
Member compensation and
related costs......... 4,833 31.1 6,646 37.0 7,339 37.8 2,488 31.9 3,154 35.3
Employee compensation
and related costs..... 6,649 42.8 7,567 42.1 8,225 42.4 3,444 44.3 3,843 43.0
Other operating
expenses.............. 3,781 24.4 4,042 22.6 3,891 20.0 1,959 25.2 2,318 25.9
------- ---- ------- ---- ------- ---- ------ ---- ------ ----
Income (loss) from
operations............. $ 265 1.7% $ (301) (1.7)% $ (38) (0.2)% $ (101) (1.2)% $ (378) (4.2)%
======= ==== ======= ==== ======= ==== ====== ==== ====== ====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Six Months Ended November 30, 1998 Compared to the Six Months
Ended November 30, 1997--Follmer

Revenues. Revenues increased $1.1 million, or 14.7%, from $7.8 million in
the six months ended November 30, 1997 to $8.9 million in the six months ended
November 30, 1998, primarily due to an expansion of the firm's computer
information service, organizational development and training ("ODT") and ISO
service lines. Follmer was also able to increase its realization rates as
demand for its services increased.

Member Compensation and Related Costs. Member compensation and related costs
increased $666,000, or 26.8%, from $2.5 million in the six months ended
November 30, 1997 to $3.2 million in the six months ended November 30, 1998. As
a percentage of revenues, these expenses increased from 31.9% in the six months
ended November 30, 1997 to 35.3% in the six months ended November 30, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $399,000, or 11.6%, from $3.4 million in the six months ended
November 30, 1997 to $3.8 million in the six months ended November 30, 1998,
primarily due to an increase in base compensation levels of the professional
staff in an effort to be more competitive with the Big Five in the Detroit
metropolitan area. As a percentage of revenues, these expenses decreased from
44.3% in the six months ended November 30, 1997 to 43.0% in the six months
ended November 30, 1998.

Other Operating Expenses. Other operating expenses increased $359,000, or
18.3%, from $2.0 million in the six months ended November 30, 1997 to $2.3
million in the six months ended November 30, 1998, primarily due to an increase
in occupancy costs and consulting fees related to the outsourcing of personnel
used to staff the firm's ODT services product. As a percentage of revenues,
these expenses increased from 25.2% in the six months ended November 30, 1997
to 25.9% in the six months ended November 30, 1998.

83
<PAGE>

Results for the Year Ended May 31, 1998 Compared to the Year Ended May 31,
1997--Follmer

Revenues. Revenues increased $1.5 million, or 8.2%, from $18.0 million in
the year ended May 31, 1997 to $19.4 million in the year ended May 31, 1998,
primarily due to (a) an increase in realized billing rates, (b) a modest number
of new clients and (c) the growth in the firm's valuation services, ODT and ISO
service lines.

Member Compensation and Related Costs. Member compensation and related costs
increased $693,000, or 10.4%, from $6.6 million in the year ended May 31, 1997
to $7.3 million in the year ended May 31, 1998. This increase was due to the
growth in the firm's net operating income available for member compensation. As
a percentage of revenues, these expenses increased from 37.0% in the year ended
May 31, 1997 to 37.8% in the year ended May 31, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $658,000, or 8.7%, from $7.6 million in the year ended May 31,
1997 to $8.2 million in the year ended May 31, 1998, primarily due to an
increase in base compensation levels of the professional staff in an effort to
be more competitive with the Big Five in the Detroit metropolitan area. As a
percentage of revenues, these expenses increased from 42.1% in the year ended
May 31, 1997 to 42.4% in the year ended May 31, 1998.

Other Operating Expenses. Other operating expenses decreased $151,000, or
3.7%, from $4.0 million in the year ended May 31, 1997 to $3.9 million in the
year ended May 31, 1998, primarily due to a reduction in bad debts and practice
development expenses. As a percentage of revenues, these expenses decreased
from 22.6% in the year ended May 31, 1997 to 20.0% in the year ended May 31,
1998.

Results for the Year Ended May 31, 1997 Compared to the Year Ended May 31,
1996--Follmer

Revenues. Revenues increased $2.4 million, or 15.6%, from $15.5 million in
the year ended May 31, 1996 to $18.0 million in the year ended May 31, 1997.
This increase was due to (a) an increase in realized billing rates, (b) a
modest number of new clients and (c) the growth in the firm's valuation
services, ODT and ISO service lines.

Member Compensation and Related Costs. Member compensation and related costs
increased $1.6 million, or 33.4%, from $4.8 million in the year ended May 31,
1996 to $6.6 million in the year ended May 31, 1997. This increase was due to
the addition of one new partner and an increase in net operating income upon
which member compensation is determined. As a percentage of revenues, these
expenses increased from 31.1% in the year ended May 31, 1996 to 37.0% in the
year ended May 31, 1997.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $918,000, or 13.8%, from $6.6 million in the year ended May 31,
1996 to $7.6 million in the year ended May 31, 1997, primarily due to the
addition of 20 professional staff members and annual performance-based
compensation increases. As a percentage of revenues, these expenses decreased
from 42.8% in the year ended May 31, 1996 to 42.1% in the year ended May 31,
1997.

Other Operating Expenses. Other operating expenses increased $261,000, or
6.9%, from $3.8 million in the year ended May 31, 1996 to $4.0 million in the
year ended May 31, 1997, primarily due to increases in training, occupancy,
advertising, promotional and depreciation expenses. As a percentage of
revenues, these expenses decreased from 24.4% in the year ended May 31, 1996 to
22.6% in the year ended May 31, 1997.

Liquidity and Capital Resources--Follmer

Follmer generated net cash flow from operating activities of approximately
$1.3 million and $2.4 million in the six months ended November 30, 1998 and
1997, respectively. Net cash flow from operating activities was approximately
$1.4 million, $226,000 and $286,000 in the years ended May 31, 1998, 1997 and
1996, respectively. In the six months ended November 30, 1998 and 1997, cash
used in investing activities was

84
<PAGE>

$589,000 and $457,000, respectively, primarily for purchases of property and
equipment. Net cash used in investing activities was approximately $927,000,
$1.2 million and $958,000 in the years ended May 31, 1998, 1997 and 1996,
respectively, primarily for purchases of property and equipment. Net cash used
in financing activities for each of the six months ended November 30, 1998 and
1997 was approximately $1.4 million, consisting principally of net repayments
to shareholders and payment of debt. In the year ended May 31, 1998, cash
provided by financing activities totaled $37,000 and was generated primarily
from advances from shareholders and the issuance of stock net of proceeds and
payments of debt. Net cash provided by financing activities in the year ended
May 31, 1997 totaled $1.2 million and was provided by net advances from
shareholders and payments of debt. In the year ended May 31, 1996, cash used in
financing activities totaled $59,000 and was used primarily for net repayments
to shareholders and payments of long-term debt net of proceeds from the
issuance of long-term debt and stock. At November 30, 1998, Follmer had a
working capital deficit of $507,000.

Interest of Continuing Directors

Upon consummation of the offering, Anthony P. Frabotta will become a
director of CenterPoint. See "CenterPoint Management."

Principal Stockholders

The following table sets forth, as of March 1, 1999, the number of shares
beneficially owned by all of the stockholders of Follmer. The persons named
below have sole voting and investment power with respect to all shares shown as
beneficially owned by them:

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
Michael Santicchia....................... 200 2.0
Anthony P. Frabotta...................... 1,100 10.8
Timothy J. Caughlin...................... 900 8.9
Peter E. Meagher, III.................... 550 5.4
Patrick J. Gregory....................... 350 3.4
Daniel P. Markey......................... 350 3.4
James J. Bauters......................... 300 2.9
Gordon R. Follmer........................ 2,900 28.5
John J. Rudzewicz........................ 2,900 28.5
Dennis J. Petri.......................... 200 2.0
Gerald J. Grady.......................... 200 2.0
Dennis J. LaPorte........................ 200 2.0
------ ------
Total.................................. 10,150 100.00
</TABLE>

Grace & Company, P.C.

General

Grace & Company, P.C. ("Grace"), founded in 1983, provides a full range of
accounting, tax and consulting services to clients in a spectrum of industries
including manufacturing, construction and real estate. Grace is headquartered
in St. Louis, Missouri and, after the Big Five, is the second largest
accounting firm in St. Louis in terms of number of professionals. Grace will
provide CenterPoint with a lower-Midwest regional distribution point. Its
principal executive offices are located at 3117 South Big Bend Boulevard, Suite
100, St. Louis, Missouri 63143.

Regulation

As a service provider in the accounting profession, Grace's operations are
subject to state regulation. See "Business of CenterPoint After the Mergers--
Regulation."

85
<PAGE>

Employees

As of February 28, 1999, Grace employed 102 professional employees, of which
47 were licensed CPAs, and 27 non-professional employees. None of Grace's
employees is represented by a labor union. Management of Grace believes its
employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Grace on
a historical basis and as a percentage of revenues for the period indicated:

<TABLE>
<CAPTION>
Year Ended
December 31, 1998
-----------------------
(Dollars in thousands)
<S> <C> <C>
Revenues.......................................... $ 9,691 100.0%
Expenses:
Member compensation and related costs........... 2,709 28.0
Employee compensation and related costs......... 5,075 52.4
Other operating expenses........................ 1,380 14.2
----------- ----------
Income from operations............................ $ 527 5.4%
=========== ==========
</TABLE>

Interest of Continuing Directors

Upon consummation of the offering, Wayne J. Grace will become a director of
CenterPoint. See "CenterPoint Management."

Principal Stockholders

Grace Capital owns 100% of the common stock of Grace. The following table
sets forth, as of March 30, 1999, the membership interests beneficially owned
by all of the members of Grace Capital. The persons named below have sole
voting and investment power with respect to all interests shown as beneficially
owned by them.

<TABLE>
<CAPTION>
Approximate
Name Percent Owned
---- -------------
<S> <C>
Wayne J. Grace.............................................. 19.4
Paul E. Schiavo............................................. 9.4
Frank H. Brandhorst......................................... 11.8
Patrick P. Rohrkaste........................................ 8.1
Jeffrey R. Greene........................................... 7.0
Patrick E. Stark............................................ 13.9
Robert J. Bauer............................................. 6.5
David W. Gresham............................................ 5.6
Lawrence J. Porschen........................................ 10.9
Kent T. Cornell............................................. 5.2
Larry R. Jourden............................................ 0.7
Gerald P. Townsend.......................................... 0.7
Larry H. Weber.............................................. 0.7
-----
Total..................................................... 100.0
</TABLE>

Holthouse Carlin & Van Trigt LLP

General

Holthouse Carlin & Van Trigt LLP ("Holthouse"), founded in 1991, provides
accounting services, tax services and litigation consulting services. Holthouse
is headquartered in Los Angeles, California and maintains

86
<PAGE>

offices in Long Beach and Westlake Village, California. Holthouse will provide
CenterPoint with a regional distribution point on the West Coast and
participate significantly in CenterPoint's anticipated national practice in
litigation consulting services. Its principal executive offices are located at
11845 West Olympic Boulevard, Suite 1177, Los Angeles, California 90064.

Regulation

As a service provider in the accounting profession, Holthouse's operations
are subject to state regulation. See "Business of CenterPoint After the
Mergers--Regulation."

Employees

As of February 28, 1999, Holthouse employed 46 professional employees, of
which 24 were licensed CPAs and 15 non-professional employees. None of
Holthouse's employees is represented by a labor union. Management of Holthouse
believes its employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Holthouse
on a historical basis and as a percentage of revenues for the periods
indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1997 1998
------------ ------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues...................................... $7,720 100.0% $9,446 100.0%
Expenses:
Employee compensation and related costs..... 2,617 33.9 3,089 32.7
Other operating expenses.................... 1,448 18.8 1,578 16.7
------ ----- ------ -----
Income from operations........................ $3,655 47.3% $4,779 50.6%
====== ===== ====== =====
Partners' withdrawals......................... $3,531 45.7% $4,237 44.9%
====== ===== ====== =====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Year Ended December 31, 1998 Compared to the Year Ended
December 31, 1997--Holthouse

Revenues. Revenues increased $1.7 million, or 22.4%, from $7.7 million for
the year ended December 31, 1997 to $9.4 million for the year ended December
31, 1998, primarily due to an increase in billable hours and an increase in
hourly billing rates. The increase in billable hours resulted from the
expansion of services provided to the firm's clients supported by an increase
in professional staff.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $472,000, or 18.0%, from $2.6 million in the year ended
December 31, 1997 to $3.1 million in the year ended December 31, 1998,
primarily due to the addition of professional and administrative staff and
annual performance-based compensation increases. As a percentage of revenues,
these expenses decreased from 33.9% in the year ended December 31, 1997 to
32.7% in the year ended December 31, 1998.

Other Operating Expenses. Other operating expenses increased $130,000, or
9.0%, from $1.4 million in the year ended December 31, 1997 to $1.6 million in
the year ended December 31, 1998, primarily due to higher occupancy costs
resulting from an expansion of the firm's office. As a percentage of revenues,
these

87
<PAGE>

expenses decreased from 18.8% in the year ended December 31, 1997 to 16.7% in
the year ended December 31, 1998.

Liquidity and Capital Resources--Holthouse

Holthouse generated net cash from operating activities of approximately $4.5
million in the year ended December 31, 1998 and approximately $3.7 million in
the year ended December 31, 1997. Net cash used in investing activities was
approximately $142,000 and $115,000 in the years ended December 31, 1998 and
1997, respectively, primarily used for purchases of property and equipment.
Cash used in financing activities was approximately $4.2 million and $3.5
million in the years ended December 31, 1998 and 1997, primarily due to
payments of partner capital. At December 31, 1998, Holthouse had working
capital of approximately $3.1 million.

Interest of Continuing Directors

Upon consummation of the offering, Philip J. Holthouse will become a
director of CenterPoint. See "CenterPoint Management."

Principal Partners

The following table sets forth, as of January 1, 1999, the capital account
allocation of all of the partners of Holthouse. These percentages shift
periodically. The persons named below have sole voting and investment power
with respect to the interests shown as beneficially owned by them:

<TABLE>
<CAPTION>
Capital Account
Name Allocation
---- ---------------
<S> <C>
James S. Carlin........................................... 20.51
Blake E. Christian........................................ 11.18
Philip J. Holthouse....................................... 24.61
Gregory J. Hutchins....................................... 11.81
Janet L. Pass............................................. 3.91
Zachary G. Shuman......................................... 10.21
John E. Van Trigt......................................... 17.76
------
Total................................................... 100.00
</TABLE>

Insurance Design Administrators

General

Self Funded Benefits, Inc., which does business under the trade name
Insurance Design Administrators ("IDA"), was founded in 1979. IDA is an
independent healthcare management company that designs healthcare programs and
provides claims administration services in both the private and public sectors.
IDA has made significant investments in technology to develop a scalable
infrastructure capable of handling a large volume of business. IDA is
headquartered in Oakland, New Jersey. In addition to designing healthcare
programs, IDA also manages healthcare claims of its clients. Based on the
annual volume of claims handled, IDA was ranked by Employee Benefit News in
July 1998 as the 11th largest third party administrator in the United States.
IDA will provide the platform for CenterPoint's anticipated national practice
in third party administration and self insurance services. Its principal
executive offices are located at 169 Ramapo Valley Road, Oakland, New Jersey
07436.

Regulation

As a service provider in the employee benefit plan business, IDA's
operations are subject to state regulation. See "Business of CenterPoint After
the Mergers--Regulation."

88
<PAGE>

Employees

As of February 28, 1999, IDA had 130 employees, of which 12 were in
management, 2 in sales, 74 in claims administration, 27 in general
administration and 15 were part-time employees.

Selected Financial Data

The following table sets forth certain selected financial data for IDA on a
historical basis and as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------
1997 1998
------------ -------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Revenues..................................... $9,756 100.0% $10,933 100.0
Expenses:
Employee compensation and related costs.... 6,047 62.0 6,361 58.2
Other operating expenses................... 2,668 27.3 3,050 27.9
------ ----- ------- -----
Income from operations....................... $1,041 10.7% $ 1,522 13.9%
====== ===== ======= =====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition
Results for the Year Ended December 31, 1998 Compared to the Year Ended
December 31, 1997--IDA

Revenues. Revenues increased $1.2 million, or 12.1%, from $9.8 million for
the year ended December 31, 1997 to $10.9 million for the year ended December
31, 1998, primarily as a result of the addition of a major customer in January
1998 for which IDA provides benefits administration for an approximate
enrollment of 2,300 lives. In addition IDA experienced an increase in COBRA and
PPO administration fees.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $314,000, or 5.2%, from $6.0 million in the year ended December
31, 1997 to $6.4 million in the year ended December 31, 1998, as a result of
annual performance-based compensation increases, additional staffing and an
increase in overtime compensation. As a percentage of revenues, these expenses
decreased from 62.0% in the year ended December 31, 1997 to 58.2% in the year
ended December 31, 1998.

Other Operating Expenses. Other operating expenses increased $382,000, or
14.3%, from $2.7 million in the year ended December 31, 1997 to $3.1 million in
the year ended December 31, 1998. As a percentage of revenues, these expenses
increased slightly from 27.3% in the year ended December 31, 1997 to 27.9% in
the year ended December 31, 1998.

Liquidity and Capital Resources--IDA

IDA generated net cash from operating activities of approximately $1.8
million and $996,000 in the years ended December 31, 1998 and 1997,
respectively. Net cash used in investing activities was approximately $105,000
and $451,000 in the years ended December 31, 1998 and 1997, respectively, used
for purchases of property and equipment. Cash used in financing activities was
approximately $1.1 million and $730,000 in the years ended December 31, 1998
and 1997, respectively. This was due to payments of dividends of $850,000 and
$980,000 in 1998 and 1997, respectively, as well as payments of debt of
$202,000 in 1998 and net proceeds from the issuance of debt of $350,000 in
1997. At December 31, 1998, IDA had working capital of approximately $1.3
million.

Interest of Continuing Directors

Upon completion of the offering, Robert F. Gallo will become a director of
CenterPoint. Further, upon completion of the offering, Mr. Gallo will enter
into a four-year employment agreement with IDA pursuant to

89
<PAGE>

which Mr. Gallo will serve as IDA's chief executive officer, at an annual base
salary of $200,000, This agreement also provides for a bonus of up to 50% of
base salary for 1999 and up to 100% of base salary thereafter. See "CenterPoint
Management."

Principal Stockholders

The following table sets forth, as of March 26, 1999, the number of shares
beneficially owned by all of the stockholders of IDA. The persons named below
have sole voting and investment power with respect to all shares shown as
beneficially owned by them.

<TABLE>
<CAPTION>
Shares Beneficially Owned of Shares Beneficially Owned of Class B Approximate
Name Class A Voting Common Stock Non-Voting Common Stock Percent Owned
---- ---------------------------- ------------------------------------ -------------
<S> <C> <C> <C>
Robert F. Gallo......... 75 7,425 50.7
Russell Minetti......... 74 7,235 49.3
--- ------ -----
Total................. 149 14,600 100.0
</TABLE>

Mann Frankfort Stein & Lipp, P.C.

General

Mann Frankfort Stein & Lipp, P.C. ("Mann Frankfort"), founded in 1971,
provides accounting, tax, financial reporting, consulting and litigation
consulting services primarily to closely held clients in a wide range of
industries. Mann Frankfort, located in Houston, Texas, is Houston's largest
accounting firm other than the Big Five based on the number of professionals,
and was ranked No. 44 in the Top 100. Mann Frankfort provides a regional
distribution point in Texas and will be the lead member of CenterPoint's
anticipated national practice in litigation consulting services. Its principal
executive offices are located at 12 Greenway Plaza, 8th Floor, Houston, Texas
77046.

Regulation

As a service provider in the accounting profession, Mann Frankfort's
operations are subject to state regulation. See "Business of CenterPoint After
the Mergers--Regulation."

Employees

As of February 28, 1999, Mann Frankfort had 140 professional employees, of
which 95 were licensed CPAs, and 40 non-professional employees. None of Mann
Frankfort's employees is represented by a labor union. Management of Mann
Frankfort believes its employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Mann
Frankfort on a historical basis and as a percentage of revenues for the periods
indicated:

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1996 1997 1998
------------ ------------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Revenues..................... $9,921 100.0% $17,475 100.0% $21,631 100.0%
Expenses:
Member compensation and
related costs............. 4,412 44.4 6,636 38.0 8,921 41.2
Employee compensation and
related costs............. 3,608 36.4 6,405 36.7 8,829 40.8
Other operating expenses... 1,763 17.8 2,996 17.1 3,347 15.5
------ ----- ------- ----- ------- -----
Income from operations....... $ 138 1.4% $ 1,438 8.2% $ 534 2.5%
====== ===== ======= ===== ======= =====
</TABLE>

90
<PAGE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Year Ended December 31, 1998 Compared to the Year Ended
December 31, 1997--Mann Frankfort

Revenues. Revenues increased $4.2 million, or 23.8%, from $17.5 million in
the year ended December 31, 1997 to $21.6 million in the year ended December
31, 1998, primarily due to increases in billing rates and billable hours and
the addition of new clients.

Member Compensation and Related Costs. Member compensation and related costs
increased $2.3 million, or 34.4%, from $6.6 million in the year ended December
31, 1997 to $8.9 million in the year ended December 31, 1998, primarily due to
an increase in the operating income of the firm over the comparable periods
while the number of shareholders increased only slightly from 15 to 16 from
1997 to 1998. As a percentage of revenues, these expenses increased from 38.0%
in the year ended December 31, 1997 to 41.2% in the year ended December 31,
1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $2.4 million, or 37.8%, from $6.4 million in the year ended
December 31, 1997 to $8.8 million in the year ended December 31, 1998,
primarily due to the addition of professional and administrative staff and
performance-related compensation increases. As a percentage of revenues, these
expenses increased from 36.7% in the year ended December 31, 1997 to 40.8% in
the year ended December 31, 1998.

Other Operating Expenses. Other operating expenses increased $351,000, or
11.7%, from $3.0 million in the year ended December 31, 1997 to $3.3 million in
the year ended December 31, 1998, primarily due to (a) higher occupancy costs
resulting from an expansion of the firm's office and (b) additional
depreciation expenses resulting from investments in computer hardware and
software and leasehold improvements. As a percentage of revenues, these
expenses decreased from 17.1% in the year ended December 31, 1997 to 15.5% in
the year ended December 31, 1998.

Results for the Year Ended December 31, 1997 Compared to the Year Ended
December 31, 1996--Mann Frankfort

Revenues. Revenues increased $7.6 million, or 76.1%, from $9.9 million in
the year ended December 31, 1996 to $17.5 in the year ended December 31, 1997,
due in part to a January 1997 merger (the "Mann Frankfort Merger") with a
Houston based accounting firm which added incremental 1997 revenues of $3.4
million. Also contributing to the revenue growth were increases in billing
rates and billable hours as well as the addition of new clients during 1997.

Member Compensation and Related Costs. Member compensation and related costs
increased $2.2 million, or 50.4%, from $4.4 million in the year ended December
31, 1996 to $6.6 million in the year ended December 31, 1997, primarily due to
an increase in the number of shareholders resulting from the Mann Frankfort
Merger and their related compensation and a corresponding increase in the
firm's operating income over the period. As a percentage of revenues, however,
these expenses decreased from 44.4% in the year ended December 31, 1996 to
38.0% in the year ended December 31, 1997.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $2.8 million, or 77.5%, from $3.6 million in the year ended
December 31, 1996 to $6.4 million in the year ended December 31, 1997,
primarily due to an increase in professional and administrative staff because
of the Mann Frankfort Merger and performance-based compensation increases. As a
percentage of revenues, these expenses increased from 36.4% in the year ended
December 31, 1996 to 36.7% in the year ended December 31, 1997.

Other Operating Expenses. Other operating expenses increased $1.2 million,
or 69.9%, from $1.8 million in the year ended December 31, 1996 to $3.0 million
in the year ended December 31, 1997, primarily due to an

91
<PAGE>

increase in operating costs because of the Mann Frankfort Merger and merger-
related transaction costs. As a percentage of revenues, these expenses
decreased from 17.8% in the year ended December 31, 1996 to 17.1% in the year
ended December 31, 1997.

Liquidity and Capital Resources--Mann Frankfort

Mann Frankfort generated net cash flow from operating activities of
approximately $454,000 in the year ended December 31, 1998. Net cash used in
operating activities was approximately $196,000 and $103,000 in the years ended
December 31, 1997 and 1996, respectively. Net cash used in investing activities
was approximately $534,000, $714,000 and $77,000 in the years ended December
31, 1998, 1997 and 1996, respectively, primarily for the purchases of property
and equipment. Net cash provided by financing activities for the years ended
December 31, 1998 and 1997 was approximately $398,000 and $1.1 million,
respectively, principally from the issuance of debt in the year ended December
31, 1998 and from the issuances of debt and stock in the year ended December
31, 1997. Net cash used in financing activities was approximately $132,000 for
the year ended December 31, 1996, principally due to payments of debt. At
December 31, 1998, Mann Frankfort had net working capital of $2.6 million.

Interest of Continuing Directors

Upon consummation of the offering, Richard H. Stein will become a director
of CenterPoint. See "CenterPoint Management."

Principal Stockholders

The following table sets forth, as of January 1, 1999, the number of shares
beneficially owned by all of the stockholders of Mann Frankfort. Unless
otherwise indicated, the persons named below have sole voting and investment
power with respect to all shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
Richard H. Stein......................... 277.4085 17.6212
Steven Albert............................ 23.9720 1.5227
Jeffri Botkin............................ 27.5325 1.7489
Milton Frankfort......................... 321.8190 20.4422
Bill Hickl............................... 18.9537 1.2040
John Landers............................. 20.7066 1.3153
Bruce Layer.............................. 35.7447 2.2705
Arnold Lipp.............................. 267.4085 16.9860
Paul Mueller............................. 61.7414 3.9219
Glea Ramey............................... 27.5325 1.7489
Laura Rice............................... 42.1000 2.6742
Michael Richter.......................... 313.7965 19.9326
Craig Shenkman........................... 22.3300 1.4184
Saul Solomon............................. 70.9898 4.5093
Gregg Steffen............................ 5.5065 0.3498
Suhrid Thakore........................... 35.7447 2.2705
Jerry Guillot............................ 1.0000 0.0635
-------- -------
Total................................ 1,574.29 100.00
</TABLE>

Reppond

General

The Reppond Company, Inc., Reppond Administrators, LLC, and VeraSource
Excess Risk Ltd. (collectively, "Reppond"), founded in 1981, provide group
benefits insurance and consulting services to

92
<PAGE>

privately-held companies. Reppond is headquartered in Bellevue, Washington and
maintains offices in Yakima, Washington and Brooklyn Park, Minnesota. Reppond
enhances CenterPoint's anticipated national practice in insurance and benefits
brokerage and consulting services. Its principal executive offices are located
at 10900 Northeast 4th Street, Suite 1200, Bellevue, Washington 98004.

Regulation

As a service provider in the insurance brokerage profession, Reppond's
operations are subject to state regulation. See "Business of CenterPoint After
the Mergers--Regulation."

Employees

As of February 28, 1999, Reppond had 83 employees.

Selected Financial Data

The following table sets forth certain selected financial data for Reppond
on a historical basis and as a percentage of revenues for the periods
indicated:

<TABLE>
<CAPTION>
Year Ended
December 31, 1998
-----------------------
(Dollars in thousands)
<S> <C> <C>
Revenues................................................ $ 7,892 100.0%
Expenses:
Producer compensation and related costs............... 2,359 29.9
Employee compensation and related costs............... 2,708 34.3
Other operating expenses.............................. 2,314 29.3
----------- ----------
Income from operations.................................. $ 511 6.5
=========== ==========
</TABLE>

Principal Stockholders

The following table sets forth, as of March 31, 1999, the number of shares
or membership interests, as the case may be, for Reppond. The persons named
below have sole voting and investment power with respect to the shares or
membership interests shown as beneficially owned by them.

The Reppond Company, Inc.

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
Ben W. Reppond........................... 375 75
Louis R. Baransky........................ 125 25
--- ---
500 100
</TABLE>

Reppond Administrators, L.L.C.

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
Ben W. Reppond........................... 247.5 49.5
Deborah Reppond.......................... 247.5 49.5
Louis R. Baransky........................ 5 1.0
----- ----
250 100
</TABLE>

VeraSource Excess Risk Ltd.

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
Ben W. Reppond........................... 125 50
Scott D. Perry........................... 125 50
--- ---
250 100
</TABLE>

93
<PAGE>

Reznick, Fedder & Silverman

General

Reznick Fedder & Silverman, P.C. ("Reznick"), founded in 1977, provides
business, accounting and tax advisory services that include tax consulting,
real estate consulting, business consulting and due diligence. Reznick is
ranked No. 22 in the Top 100 and is the largest non-Big Five firm headquartered
in the Mid-Atlantic region. Reznick is known nationally for its expertise in
the real estate industry and also has substantial experience serving closely
held commercial businesses and clients in the health care and construction
industries. Reznick maintains offices in Bethesda, Maryland; Baltimore,
Maryland; Boston, Massachusetts; Charlotte, North Carolina; and Atlanta,
Georgia. In addition to providing CenterPoint with multiple distribution points
in the Mid-Atlantic region, Reznick will provide the foundation for
CenterPoint's anticipated national practice in real estate consulting services
and participate significantly in CenterPoint's anticipated national practice in
health care consulting services. Its principal executive offices are located at
4520 East West Highway, Suite 300, Bethesda, Maryland 20814.

Regulation

As a service provider in the accounting profession, Reznick's operations are
subject to state regulation. See "Business of CenterPoint After the Mergers--
Regulation."

Employees

As of February 28, 1999, Reznick had 496 professional employees, of which
200 were licensed CPAs, and 138 non-professional employees. None of Reznick's
employees is represented by a labor union. Management of Reznick believes its
employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Reznick
on a historical basis and as a percentage of revenues for the periods
indicated:

<TABLE>
<CAPTION>
Three Months Ended
Year Ended September 30, December 31,
------------------------------------------------ -----------------------------
1996 1997 1998 1997 1998
-------------- -------------- -------------- ------------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $31,483 100.0% $35,103 100.0% $47,877 100.0% $9,338 100.0% $9,848 100.0%
Expenses:
Member compensation and
related costs......... 7,784 24.7 8,170 23.3 13,516 28.2 1,360 14.6 769 7.8
Employee compensation
and related costs..... 17,477 55.5 19,617 55.9 25,792 53.9 5,829 62.4 6,937 70.4
Other operating
expenses.............. 6,231 19.8 7,530 21.4 8,502 17.8 2,172 23.2 2,221 22.6
------- ----- ------- ----- ------- ----- ------ ----- ------ -----
Operating loss.......... $ (9) (0.0)% $ (214) (0.6)% $ (67) (0.1)% $ (23) (0.2)% $ (79) (0.8)%
======= ===== ======= ===== ======= ===== ====== ===== ====== =====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Three Months Ended December 31, 1998 Compared to the Three
Months Ended December 31, 1997--Reznick

Revenues. Professional services revenues increased $510,000, or 5.5%, from
$9.3 million in the three months ended December 31, 1997 to $9.8 million in the
three months ended December 31, 1998, primarily due to an expansion of the
firm's core real estate and health care practices.

94
<PAGE>

Member Compensation and Related Costs. Member compensation and related costs
decreased $591,000, or 43.5%, from $1.4 million in the three months ended
December 31, 1997 to $769,000 in the three months ended December 31, 1998,
primarily due to a reduction in operating income available for member
compensation. As a percentage of revenues, these expenses decreased from 14.6%
in the three months ended December 31, 1997 to 7.8% in the three months ended
December 31, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $1.1 million, or 19.0%, from $5.8 million in the three months
ended December 31, 1997 to $6.9 million in the three months ended December 31,
1998, primarily due to an increase in the number of professional employees and
annual performance-based compensation increases. As a percentage of revenues,
these expenses increased from 62.4% in the three months ended December 31, 1997
to 70.4% in the three months ended December 31, 1998.

Other Operating Expenses. Other operating expenses remained constant at $2.2
million in the three months ended December 31, 1997 and 1998. As a percentage
of revenues, these expenses decreased from 23.2% in the three months ended
December 31, 1997 to 22.6% in the three months ended December 31, 1998.

Results for the Year Ended September 30, 1998 Compared to the Year Ended
September 30, 1997--Reznick

Revenues. Professional services revenues increased $12.8 million, or 36.4%,
from $35.1 million in the year ended September 30, 1997 to $47.9 million in the
year ended September 30, 1998, primarily due to (a) an expansion of the firm's
practice as a result of a merger with a Baltimore-based accounting firm (the
"Reznick Merger") and (b) an expansion of the firm's core real estate practice
and growth in other practice areas such as due diligence, bankruptcy and
litigation consulting services.

Member Compensation and Related Costs. Member compensation and related costs
increased $5.3 million, or 65.4%, from $8.2 million in the year ended September
30, 1997 to $13.5 million in the year ended September 30, 1998, primarily due
to an increase in operating income available for member compensation and the
admission of three members during 1998. As a percentage of revenues, these
expenses increased from 23.3% in the year ended September 30, 1997 to 28.2% in
the year ended September 30, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $6.2 million, or 31.5%, from $19.6 million in the year ended
September 30, 1997 to $25.8 million in the year ended September 30, 1998,
primarily due to the addition of approximately 50 professional employees and
approximately 25 administrative support personnel as a result of the Reznick
Merger. As a percentage of revenues, these expenses decreased from 55.9% in the
year ended September 30, 1997 to 53.9% in the year ended September 30, 1998.

Other Operating Expenses. Other operating expenses increased $972,000, or
12.9%, from $7.5 million in the year ended September 30, 1997 to $8.5 million
in the year ended September 30, 1998, primarily due to an increase in rent
expense resulting from the leasing of additional office space, an increase in
recruiting fees and an increase in office operating expenses. As a percentage
of revenues, these expenses decreased from 21.4% in the year ended September
30, 1997 to 17.8% in the year ended September 30, 1998.

Results for the Year Ended September 30, 1997 Compared to the Year Ended
September 30, 1996--Reznick

Revenues. Professional services revenues increased $3.6 million, or 11.5%,
from $31.5 million in the year ended September 30, 1996 to $35.1 million in the
year ended September 30, 1997, primarily due to expansion of the firm's real
estate, construction, not-for-profit and closely held business support
services.

Member Compensation and Related Costs. Member compensation and related costs
increased $386,000, or 5.0%, from $7.8 million in the year ended September 30,
1996 to $8.2 million in the year ended September 30, 1997, primarily due to an
increase in operating income available for member's compensation. As a
percentage

95
<PAGE>

of revenues, these expenses decreased from 24.7% in the year ended September
30, 1996 to 23.3% in the year ended September 30, 1997.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $2.1 million, or 12.2%, from $17.5 million in the year ended
September 30, 1996 to $19.6 million in the year ended September 30, 1997,
primarily due to an increase in the number of employees required as a result of
the expansion in the firm's practice. As a percentage of revenues, these
expenses increased from 55.5% in the year ended September 30, 1996 to 55.9% in
the year ended September 30, 1997.

Other Operating Expenses. Other operating expenses increased $1.3 million,
or 20.8%, from $6.2 million in the year ended September 30, 1996 to $7.5
million in the year ended September 30, 1997, primarily due to an increase in
occupancy, practice development and office operating expenses. As a percentage
of revenues, these expenses increased from 19.8% in the year ended September
30, 1996 to 21.6% in the year ended September 30, 1997.

Liquidity and Capital Resources--Reznick

Reznick used net cash from operating activities of approximately $7.2
million and $5.0 million in the three months ended December 31, 1998 and 1997,
respectively. Net cash generated in operating activities was approximately $3.7
million, $1.7 million and $1.4 million in the years ended September 30, 1998,
1997 and 1996, respectively. For the three months ended December 31, 1998 and
1997, net cash used in investing activities was approximately $201,000 and
$779,000, principally for property and equipment purchases. Net cash used in
investing activities was approximately $1.5 million, $1.3 million and $684,000
in the years ended September 30, 1998, 1997 and 1996, respectively, used
primarily for the purchases of property and equipment. In the three months
ended December 31, 1998 and 1997, net cash provided by financing activities was
approximately $2.6 million and $2.7 million, respectively, principally from
proceeds of short-term borrowings and long-term debt. Reznick used net cash of
approximately $402,000 in financing activities in the year ended September 30,
1998, primarily representing payments of debt. Net cash provided by financing
activities in the year ended September 30, 1997 totaled $509,000, generated by
net proceeds from the issuance of long-term debt. In the year ended September
30, 1996, cash used in financing activities totaled $162,000 and was used
primarily for net payments of long-term debt. At December 31, 1998, Reznick had
working capital of $3.8 million.

Interest of Continuing Directors

Upon completion of the offering, David Reznick will become a director of
CenterPoint. See "CenterPoint Management."

96
<PAGE>

Principal Stockholders

The following table sets forth, as of March 1, 1999, the number of shares
beneficially owned by all of the shareholders of Reznick Unless otherwise
indicated, the persons named below have sole voting and investment power with
respect to all shares shown as beneficially owned by them:

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
David Reznick............................ 100 3.4
Stuart M. Fedder......................... 100 3.4
Ivan B. Silverman........................ 100 3.4
William T. Riley, Jr..................... 100 3.4
Craig Birmingham......................... 100 3.4
Wallace L. Scruggs, Jr................... 100 3.4
Jeffrey D. Barsky........................ 100 3.4
Lester A. Kanis.......................... 100 3.4
Ronald G. Vance.......................... 100 3.4
Renee G. Scruggs......................... 100 3.4
Lee Isaacson............................. 100 3.4
Gary Perlow.............................. 100 3.4
Gary C. Pokrant.......................... 100 3.4
Leslie A. Mostow......................... 100 3.4
Kenneth J. Shapiro....................... 100 3.4
Edward Ryan.............................. 100 3.4
Mark J. Einstein......................... 100 3.4
Harry L. Silverman....................... 100 3.4
Anthony V. Portal........................ 100 3.4
Kenneth E. Baggett....................... 100 3.4
Beth Mullen.............................. 100 3.4
Lenard A. Sacks.......................... 100 3.4
Timothy McGibney......................... 100 3.4
Patrick Trotta........................... 100 3.4
Mark Koppelman........................... 100 3.4
Jerry Herskovitz......................... 100 3.4
Michael Beck............................. 100 3.4
Robert Denmark........................... 100 3.4
Kirk T. Rogers........................... 100 3.4
----- -----
Total................................ 2,900 100.0
</TABLE>

Robert F. Driver Co., Inc.

General

Robert F. Driver Co., Inc. ("Driver"), founded in 1925, is a multi-line
insurance brokerage company that provides property and casualty insurance
services, workers compensation coverage, employee benefits products, surety
coverage and various financial services to a broad range of domestic and
international clients. Driver maintains offices in San Diego, Newport Beach,
Escondido, Sacramento, Fresno, San Francisco, San Rafael and Ontario,
California. Driver manages in excess of $500 million in premiums and was ranked
by the San Diego Business Journal as San Diego's largest independent insurance
brokerage firm in 1998 based on premium volume. In terms of brokerage revenues,
Driver was ranked No. 33 nationally in 1998 by Business Insurance. Driver will
provide CenterPoint with a platform for its anticipated national practice in
insurance and benefits brokerage and consulting services. Its principal
executive offices are located at 1620 5th Avenue, San Diego, California 92101.

97
<PAGE>

Regulation

As a service provider in the insurance brokerage industry, Driver's
operations are subject to state regulation. See "Business of CenterPoint After
the Mergers--Regulation."

Employees

As of March 14, 1999, Driver had 317 employees.

Selected Financial Data

The following table sets forth certain selected financial data for Driver on
a historical basis and as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
Six Months Ended
Year Ended July 31, January 31,
------------------------------------------- -----------------------------
1996 1997 1998 1998 1999
------------- ------------- ------------- ------------- --------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commissions and fees.... $26,939 100.0% $28,170 100.0% $32,886 100.0% $13,474 100.0% $14,891 100.0%
Expenses:
Producer compensation.. 13,074 48.5 12,965 46.0 15,422 46.9 6,553 48.6 6,626 44.5
Employee compensation
and related costs..... 7,261 27.0 7,433 26.4 8,475 25.8 4,011 29.8 5,511 37.0
Other operating
expenses.............. 6,214 23.1 6,548 23.3 6,631 20.1 2,661 19.8 3,754 25.2
------- ----- ------- ----- ------- ----- ------- ----- ------- -----
Income (loss) from
operations............. $ 390 1.4% $ 1,224 4.3% $ 2,358 7.2% $ 249 1.8% $(1,000) (6.7)%
======= ===== ======= ===== ======= ===== ======= ===== ======= =====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Six Months Ended January 31, 1999 Compared to the Six Months
Ended January 31, 1998-- Driver

Commissions and Fees. Revenues increased $1.4 million, or 10.5%, from $13.5
million in the six months ended January 31, 1998 to $14.9 million in the six
months ended January 31, 1999, primarily due to revenues derived from two
insurance brokerage firms acquired in 1998.

Producer Compensation. Producer compensation remained constant at $6.6
million in the six months ended January 31, 1998 and 1999. As a percentage of
revenues, these expenses decreased from 48.6% in the six months ended January
31, 1998 to 44.5% in the six months ended January 31, 1999.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $1.5 million, or 37.4%, from $4.0 million in the six months
ended January 31, 1998 to $5.5 million in the six months ended January 31,
1999, primarily due to an increase in the number of employees and annual
performance-based compensation increases. As a percentage of revenues, these
expenses increased from 29.8% in the six months ended January 31, 1998 to 37.0%
in the six months ended January 31, 1999.

Other Operating Expenses. Other operating expenses increased $1.1 million,
or 41.1%, from $2.7 million in the six months ended January 31, 1998 to $3.8
million in the six months ended January 31, 1999, primarily due to an increase
in depreciation and amortization resulting from the restatement of Driver's
assets and liabilities at fair value and recognition of goodwill, which is
being amortized over 40 years. The restatement of the assets and liabilities
and recognition of goodwill resulted from a May 1998 management buyout of the
predecessor company. Also contributing to the increase in operating expenses
were professional fees incurred in 1998 pursuing a non-compete agreement
infringement suit against a former employee. As a percentage of revenues, these
expenses increased from 19.8% in the six months ended January 31, 1998 to 25.2%
in the six months ended January 31, 1999.

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<PAGE>

Results for the Year Ended July 31, 1998 Compared to the Year Ended July 31,
1997--Driver

Commissions and Fees. Commissions and fees increased $4.7 million, or 16.7%,
from $28.2 million in the year ended July 31, 1997 to $32.9 million in the year
ended July 31, 1998. $2.6 million of the increase was due to the addition of
ten producers and the acquisition of two insurance brokerage firms in 1998
which resulted in an increase in the volume of sales transactions. The balance
of the increase was due to an increase in the number of policies written.

Producer Compensation. Producer compensation increased $2.5 million, or
19.0%, from $13.0 million in the year ended July 31, 1997 to $15.4 million in
the year ended July 31, 1998, primarily due to the addition of ten producers in
1998 and the related compensation expense. As a percentage of revenues, these
expenses increased from 46.0% in the year ended July 31, 1997 to 46.9% in the
year ended July 31, 1998.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $1.0 million, or 14.0%, from $7.4 million in the year ended
July 31, 1997 to $8.5 million in the year ended July 31, 1998. This increase
was due to an increase in the number of employees in response to continued
revenue growth as well as annual performance-based compensation increases. As a
percentage of revenues, these expenses decreased from 26.4% in the year ended
July 31, 1997 to 25.8% in the year ended July 31, 1998.

Other Operating Expenses. Other operating expenses increased $83,000, or
1.3%, from $6.5 million in the year ended July 31, 1997 to $6.6 million in the
year ended July 31, 1998. This increase was primarily due to an increase in
depreciation and amortization resulting from the restatement of Driver's assets
and liabilities at fair value and the recognition of goodwill and the value of
customer lists, which are being amortized over 40 years. The restatement of the
assets and liabilities and the recognition of the goodwill and customer lists
were recorded following a management buyout of the company in May 1998. Also
contributing to the increase in operating expenses were professional fees
incurred in 1998 while pursuing a non-compete agreement infringement suit
against a former employee. As a percentage of revenues, these expenses
decreased from 23.3% in the year ended July 31, 1997 to 20.1% in the year ended
July 31, 1998.

Results for the Year Ended July 31, 1997 Compared to the Year Ended July 31,
1996--Driver

Commissions and Fees. Commissions and fees increased $1.2 million, or 4.6%,
from $26.9 million in the year ended July 31, 1996 to $28.2 million in the year
ended July 31, 1997, primarily due to an expansion of Driver's public entity
and specialty refuse lines of business and an increase in the number of
producers.

Producer Compensation. Producer compensation decreased $109,000 or 0.8%,
from $13.1 million in the year ended July 31, 1996 to $13.0 million in the year
ended July 31, 1997, primarily due to a reduction in producer compensation
rates. As a percentage of revenues, these expenses decreased from 48.5% in the
year ended July 31, 1996 to 46.0% in the year ended July 31, 1997.

Employee Compensation and Related Costs. Employee compensation and related
costs increased $172,000 or 2.4%, from $7.3 million in the year ended July 31,
1996 to $7.4 million in the year ended July 31, 1997, primarily due to annual
performance-based compensation increases. As a percentage of revenues, these
expenses decreased from 27.0% in the year ended July 31, 1996 to 26.4% in the
year ended July 31, 1997.

Other Operating Expenses. Other operating expenses increased $334,000, or
5.4%, from $6.2 million in the year ended July 31, 1996 to $6.5 million in the
year ended July 31, 1997, primarily due to increases in depreciation,
consulting fees and legal expenses. As a percentage of revenues, these expenses
increased from 23.1% in the year ended July 31, 1996 to 23.3% in the year ended
July 31, 1997.

Liquidity and Capital Resources--Driver

Driver generated net cash from operating activities of approximately
$498,000 and $1.1 million in the six months ended January 31, 1999 and 1998,
respectively. Net cash flow from operating activities was

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<PAGE>

approximately $2.5 million, $426,000 and $515,000 in the years ended July 31,
1998, 1997 and 1996, respectively. Net cash used in investing activities was
approximately $3.5 million in the six months ended January 31, 1999, primarily
for the purchases of property and equipment and acquisitions. In the six months
ended January 31, 1998, cash used in investing activities was approximately
$208,000 and was used primarily for the purchase of property and equipment. Net
cash used in investing activities was approximately $530,000 in the year ended
July 31, 1998 (excluding the purchase of the predecessor company) and $491,000
and $327,000 in the years ended July 31, 1997 and 1996, and was used primarily
for the purchases of property and equipment. Net cash provided by financing
activities was approximately $3.6 million in the six months ended January 31,
1999, consisting primarily of payments received on stockholder notes and
proceeds from issuance of debt. Net cash used in financing activities in the
six months ended January 31, 1998 was approximately $113,000 and was primarily
due to the repurchase of common stock. In the year ended July 31, 1998, cash
generated by financing activities totaled $16.6 million and was used primarily
to finance the acquisition of the predecessor company. Net cash used in
financing activities in the year ended July 31, 1997 and 1996 totaled $64,000
and $546,000, respectively. At January 31, 1999, Driver had working capital of
$2.3 million.

Interest of Continuing Directors

Upon completion of the offering, Thomas W. Corbett will become a director
and the president and chief operating officer of CenterPoint's business and
financial services group. In addition, upon completion of the IPO, Thomas W.
Corbett, P. Gregory Zimmer and Jerold Hall will enter into employment
agreements with Driver and CenterPoint. See "CenterPoint Management."

Principal Stockholders

The following table sets forth, as of March 30, 1999, the number of shares
beneficially owned by (i) each person known by Driver to own beneficially more
than five percent of the outstanding common stock, (ii) each director and (iii)
all directors and executive officers as a group. Unless otherwise indicated,
the persons named below have sole voting and investment power with respect to
all shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
Shares Approximate
Name* Beneficially Owned Percent Owned
----- ------------------ -------------
<S> <C> <C>
Thomas W. Corbett...................... 202,428 19.1171
Jerold D. Hall......................... 75,000 7.1689
Ted E. Davidson........................ 35,640 3.4067
Robert G. Combe........................ 62,596 5.9833
Gordon DesCombes....................... 64,091 6.1261
Michael D. Driver...................... 63,402 6.0604
John T. Warnock........................ 62,011 5.9274
Lawrence A. Weitzen.................... 61,535 5.8819
P. Gregory Zimmer, Jr.................. 60,000 5.7352
R. Joseph DeBriyn...................... 10,000 0.9559
Robert R. Gould**...................... -0- -0-
Richard B. Gulley...................... 64,725 6.1868
All directors and executive officers as
a group............................... 826,037 78.7254
</TABLE>
--------
* Scheduled ownership is inclusive of shares held personally, shares held in
living trusts and shares held through self-directed 401(k) investments.
** Robert Gould is an employee of Brown Brothers Harriman, which holds 73,042
warrants.

Simione, Scillia, Larrow & Dowling

General

Simione, Scillia, Larrow & Dowling LLC ("Simione"), the predecessor of which
was founded in 1974, provides accounting and tax services and management
consulting services. Simione has significant expertise in

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<PAGE>

providing services to construction companies and serves as an advisor to many
of New England's major road builders and contractors. Simione maintains offices
in New Haven and Hartford, Connecticut and will serve as a regional
distribution point in its markets. Its principal executive offices are located
at 555 Long Wharf Drive, New Haven, Connecticut 06511.

Regulation

As a service provider in the accounting profession, Simione's operations are
subject to state regulation. See "Business of CenterPoint After the Mergers--
Regulation."

Employees

As of February 28, 1999, Simione had 48 professional employees, of which 30
were licensed CPAs, and 8 non-professional employees. None of Simione's
employees is represented by a labor union. Management of Simione believes its
employee relations are good.

Selected Financial Data

The following table sets forth certain selected financial data for Simione
on a historical basis and as a percentage of revenues for the period indicated:

<TABLE>
<CAPTION>
Year Ended
December 31, 1998
-----------------------
(Dollars in thousands)
<S> <C> <C>
Revenues......................................... $ 6,217 100.0%
Expenses:
Membership compensation and related expenses... 2,306 37.1
Employee compensation and related costs........ 2,090 33.6
Other operating expenses....................... 1,364 21.9
----------- ----------
Income from operations........................... $ 457 7.4%
=========== ==========
</TABLE>

Interest of Continuing Directors

Upon completion of the offering, Anthony P. Scillia will become a director
of CenterPoint. See "CenterPoint Management."

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<PAGE>

Principal Members

The following table sets forth, as of March 1, 1999, all of the members of
Simione. Unless otherwise indicated, the persons named below have sole voting
and investment power with respect to all membership interests shown as
beneficially owned by them:

<TABLE>
<CAPTION>
Approximate
Name Percentage Owned
---- ----------------
<S> <C>
Richard Simione.......................................... 16.12
Anthony P. Scillia....................................... 16.12
Ronald Larrow............................................ 15.16
Edward Dowling........................................... 9.40
Richard DeVita(1)........................................ 11.515
Peter Laine.............................................. 11.515
Joseph Natarelli......................................... 8.06
John Schuyler............................................ 4.24
Walter Fulton............................................ 2.90
William McCabe........................................... 1.93
George Riggs III......................................... 1.50
Mary Ellen Walkama....................................... 1.50
Other.................................................... 0.04
------
100.00
</TABLE>
- --------
(1) Pursuant to a Letter Agreement between Simione and Richard L. DeVita dated
January 5, 1996, although DeVita is not a CPA, DeVita is treated
economically as a member of Simione and the ownership interests of all
other members are diluted on a pro rata basis.

Urbach Kahn & Werlin PC

General

Urbach Kahn & Werlin PC ("Urbach"), the predecessor of which was founded in
1963, provides a broad range of accounting and business consulting services to
a variety of clients in both the private and public sectors. Urbach has
significant practices in the not-for-profit and state and federal government
arenas. Urbach maintains offices in Albany, New York; New York, New York;
Washington, D.C.; Los Angeles, California; Glens Falls, New York; and
Poughkeepsie, New York. Urbach, ranked No. 48 in the Top 100, will provide
regional distribution points in the Northeast and Mid-Atlantic regions and play
a significant role in CenterPoint's anticipated national practice in litigation
consulting services. In addition, through Urbach's international affiliate,
Urbach Hacker Young International Limited, CenterPoint will be able to help
clients achieve their business and financial objectives in the international
marketplace. Its principal executive offices are located at 66 State Street,
Albany, New York 12207.

Regulation

As a service provider in the accounting profession, Urbach's operations are
subject to state regulation. See "Business of CenterPoint After the Mergers--
Regulation."

Employees

As of February 28, 1999, Urbach had 110 professional employees, of which 52
were licensed CPAs, and 42 non-professional employees. None of Urbach's
employees is represented by a labor union. Management of Urbach believes its
employee relations are good.

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<PAGE>

Selected Financial Data

The following table sets forth certain selected financial data for Urbach on
a historical basis and as a percentage of revenues for the periods indicated:

<TABLE>
<CAPTION>
Three Months Ended
Year Ended October 31, January 31,
---------------------------- --------------------------
1997 1998 1998 1999
------------- ------------- ------------ ------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................ $16,012 100.0% $17,085 100.0% $3,678 100.0% $4,346 100.0%
Expenses:
Shareholders
compensation and
related costs......... 4,798 30.0 4,853 28.4 752 20.5 1,221 28.1
Employee compensation
and related costs..... 6,590 41.1 7,147 41.8 1,674 45.5 1,817 41.8
Other operating
expenses.............. 4,317 27.0 4,860 28.5 1,207 32.8 1,137 26.2
------- ----- ------- ----- ------ ----- ------ -----
Income from operations.. $ 307 1.9% $ 225 1.3% $ 45 1.2% $ 171 3.9%
======= ===== ======= ===== ====== ===== ====== =====
</TABLE>

Management's Discussion and Analysis of Results of Operations and Financial
Condition

Results for the Three Months Ended January 1, 1999 Compared to the Three
Months Ended January 31, 1998--Urbach

Revenues. Revenues increased $668,000, or 18.16%, from $3.7 million for the
three months ended January 31, 1998 to $4.3 million for the three months ended
January 31, 1999, as a result of revenues derived from an increase in net
realizable billing rates and new client engagements.

Shareholder compensation and related costs. Shareholder compensation and
related costs increased $469,000, or 62.7%, from $752,000 for the three months
ended January 31, 1998 to $1.2 million for the three months ended January 31,
1999, primarily due to an increase in the net operating income available for
shareholder compensation. As a percentage of revenues, these expenses increased
from 20.5% in 1998 to 28.1% in 1999.

Employee compensation and related costs. Employee compensation and related
costs increased $143,000, or 8.5%, from $1.7 million in the three months ended
January 31, 1998 to $1.8 million in the three months ended January 31, 1999,
primarily due to an increase in professional and administrative staff resulting
from the Urbach Acquisition as well as performance-based compensation
increases. As a percentage of revenues, these expenses decreased from 45.5% in
the three months ended January 31, 1998 to 41.8% in the three months ended
January 31, 1999.

Other operating expenses. Other operating expenses decreased $70,000, or
5.8%, from $1.2 million in the three months ended January 31, 1998 to $1.1
million in the three months ended January 31, 1999. The decrease was
attributable to a reduction of operating costs as the firm began to realize
certain economies of scale. As a percentage of revenues, these expenses
decreased from 32.8% in the three months ended January 31, 1998 to 26.2% in the
three months ended January 31, 1999.

Results for the Year Ended October 31, 1998 Compared to the Year Ended October
31, 1997--Urbach

Revenues. Revenues increased $1.1 million, or 6.7%, from $16.0 million for
the year ended October 31, 1997 to $17.1 million for the year ended October 31,
1998, primarily due to the Urbach Acquisition which added incremental 1998
revenues of $850,000. Also contributing to the revenue growth was a 10%
increase in billing rates during 1998.

Shareholder compensation and related costs. Shareholder compensation and
related costs remained relatively constant at $4.8 and $4.9 million in the
years ended October 31, 1997 and 1998, respectively. As a percentage of
revenues, these expenses decreased from 30.0% in the year ended October 31,
1997 to 28.4% in the year ended October 31, 1998.

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<PAGE>

Employee compensation and related costs. Employee compensation and related
costs increased $557,000, or 8.5%, from $6.6 million in the year ended October
31, 1997 to $7.1 million in the year ended October 31, 1998, primarily due to
an increase in professional and administrative staff resulting from the Urbach
Acquisition as well as performance-based compensation increases. As a
percentage of revenues, these expenses increased slightly from 41.1% in the
year ended October 31, 1997 to 41.8% in the year ended October 31, 1998.

Other operating expenses. Other operating expenses increased $543,000, or
12.6%, from $4.3 million in the year ended October 31, 1997 to $4.9 million in
the year ended October 31, 1998, due in part to increased occupancy costs
resulting from the additional office space acquired as part of the Urbach
Acquisition. As a percentage of revenues, these expenses increased from 27.0%
in the year ended October 31, 1997 to 28.5% in the year ended October 31, 1998.

Liquidity and Capital Resources--Urbach

Urbach generated cash from operating activities of approximately $776,000
and $67,000 in the three months ended January 31, 1999 and 1998, respectively.
Net cash from operating activities was approximately $157,000 and $9,000 in the
years ended October 31, 1998 and 1997, respectively. Net cash used in investing
activities was approximately $619,000 and $201,000 in the three months ended
January 31, 1999 and 1998, respectively, principally from the purchase of
equipment and advances to shareholders. Net cash used in investing activities
was approximately $349,000 and $178,000 in the years ended October 31, 1998 and
1997, respectively, primarily used for purchases of equipment and advances to
shareholders in the year ended October 31, 1998. Net cash used in financing
activities in the three months ended January 31, 1999 was approximately
$321,000, consisting principally of payments on debt. In the three months ended
January 31, 1998, cash provided by financing activities was approximately
$260,000, principally from proceeds from the issuance of debt. Cash provided by
financing activities was approximately $363,000 and $181,000 in the years ended
October 31, 1998 and 1997, respectively. This was generated by borrowings, net
of repayments, and the issuance and payments of subscriptions, net of
retirements, of common stock. At January 31, 1999, Urbach had working capital
of approximately $4.1 million.

Interest of Continuing Directors

Upon consummation of the offering, Steven N. Fischer will become a director
of CenterPoint. See "CenterPoint Management."

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<PAGE>

Principal Stockholders

The following table sets forth, as of February 1, 1999, the number of shares
beneficially owned by all of the stockholders of Urbach. Unless otherwise
indicated, the persons named below have sole voting and investment power with
respect to all shares shown as beneficially owned by them.

<TABLE>
<CAPTION>
Shares Approximate
Name Beneficially Owned Percent Owned
---- ------------------ -------------
<S> <C> <C>
William Chandler......................... 1415 7.51
David Evans.............................. 745 3.96
Steven N. Fischer........................ 1500 7.97
Robert Fleming........................... 800 4.25
Howard Foote............................. 1020 5.42
John Gijanto............................. 1300 6.90
Arthur Heisman........................... 935 4.97
Jeffrey Hershow.......................... 295 1.57
Lloyd Jones.............................. 430 2.28
William Kahn............................. 1095 5.82
Richard Kotlow........................... 1415 7.51
Richard Lipman........................... 495 2.63
Michael Mahoney.......................... 250 1.33
Harold Mandel............................ 515 2.74
Michael McCarthy......................... 500 2.66
Donald Neubecker......................... 625 3.32
Marilyn Pendergast....................... 1300 6.90
Joseph Peterson.......................... 150 0.80
Jeffrey M. Rosenbaum..................... 775 4.12
Alan A. Schachter........................ 1400 7.43
John E. Wolfgang......................... 1465 7.78
James Daniels............................ 90 0.48
Marianne DeMario......................... 120 0.64
Paul Goetz............................... 80 0.42
Kevin O'Donoughue........................ 115 0.61
------ ------
Total................................ 18,830 100.00
</TABLE>

105
<PAGE>

DESCRIPTION OF CENTERPOINT CAPITAL STOCK

Upon the completion of the IPO, the authorized capital stock of CenterPoint
will consist of 50,000,000 shares of common stock, $.01 par value per share,
and 10,000,000 shares of preferred stock, $.01 par value per share.

Common Stock

Of the 50,000,000 shares of common stock authorized, shares will
be outstanding upon completion of the IPO. Subject to the rights of the holders
of preferred stock, the holders of outstanding shares of common stock are
entitled to share ratably in dividends declared out of assets legally available
therefor at such time and in such amounts as the board of directors may from
time to time lawfully determine. Each holder of common stock is entitled to one
vote for each share held. Subject to the rights of holders of any outstanding
preferred stock, upon liquidation, dissolution or winding up of CenterPoint,
any assets legally available for distribution to stockholders as such are to be
distributed ratably among the holders of the common stock then outstanding. All
shares of common stock currently outstanding are, and all shares of common
stock offered hereby when duly issued and paid for will be, fully paid and
nonassessable. Shares of common stock are not subject to any redemption
provisions and are not convertible into any other securities of CenterPoint.

The board of directors will initially consist of seventeen directors, each
serving for a term of one year. At each annual meeting of stockholders, all
directors will be elected by the stockholders. Cumulative voting for the
election of directors is not permitted. Therefore, the holders of a majority of
the outstanding common stock can elect all directors whose terms are then
expiring.

Preferred Stock

The certificate of incorporation of CenterPoint authorizes the board of
directors to issue preferred stock in classes or series and to establish the
designations, preferences, qualifications, limitations or restrictions of any
class or series. Such designations and preferences include the rate and nature
of dividends, the price, terms and conditions on which shares may be redeemed,
the terms and conditions for conversion or exchange into any other class or
series of the stock and voting rights. CenterPoint will have authority, without
approval of the holders of common stock, to issue preferred stock that has
voting, dividend or liquidation rights superior to the common stock and that
may adversely affect the rights of holders of common stock. The issuance of
preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of common stock and could have the
effect of delaying, deferring or preventing a change in control of CenterPoint.
CenterPoint currently has no plans to issue any shares of preferred stock.

The existence of undesignated preferred stock may enable the board of
directors to discourage or deter any unsolicited takeover attempts, and thereby
protect the continuity of CenterPoint's management. The issuance of shares of
the preferred stock pursuant to the board of directors' authority described
above may adversely affect the rights of the holders of common stock. For
example, preferred stock issued by CenterPoint may rank prior to the common
stock as to dividend rights, liquidation preference or both, may have full or
limited voting rights and may be convertible into shares of common stock.
Accordingly, the issuance of shares of preferred stock may discourage bids for
the common stock or may otherwise adversely affect the market price of the
common stock.

Stockholders' Agreement

Upon the closing of the Mergers, CenterPoint's stockholders (including
initial investors, management and the owners and employees of the CenterPoint
Companies who receive common stock in the Mergers) will enter into a
stockholders' agreement governing the nomination and election of CenterPoint's
directors. The

106
<PAGE>

stockholders' agreement sets forth the manner and terms by which the
stockholders may nominate directors. Each of the parties to the stockholders'
agreement has agreed to take all action necessary as a stockholder, director or
officer of CenterPoint, including voting its common stock, to cause the
incumbent directors of CenterPoint or their successors, as described below, to
be nominated and elected at the first five annual meetings following the
closing of the IPO. In the event that an incumbent director designated by BGL
Capital or a CenterPoint Company is unable to or does not stand for reelection,
representatives of BGL Capital or such CenterPoint Company may designate his
successor for nomination. Nominees for other vacancies will be selected by a
majority of the then-incumbent board of directors. The parties to the
stockholders' agreement have also agreed to restrictions on the transfer of
shares of common stock.

The stockholders' agreement terminates immediately following
CenterPoint's annual meeting of stockholders relating to fiscal year 2003 (but
expected to occur in 2004). The stockholders' agreement may be amended by the
holders of 66 2/3% of the total number of shares of outstanding common stock
then held by the parties to the agreement. In addition, any requested waiver of
the stock transfer restrictions must be approved by a majority of the members
of the board of directors who are not subject to transfer restrictions at the
time of such proposed waiver.

Certain Provisions Affecting Stockholders

Delaware, like many other states, permits a corporation to adopt a number
of measures through amendment of the corporate charter or bylaws or otherwise,
which may have the effect of delaying or deterring any unsolicited takeover
attempts. In addition, Delaware Law restricts certain "business combinations"
with "interested stockholders" (generally a holder of 15% or more of
CenterPoint's voting stock) for three years following the date that person
becomes an interested stockholder. By delaying or deterring unsolicited
takeover attempts, these provisions could adversely affect prevailing market
prices for the common stock.

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<PAGE>

COMPARISON OF RIGHTS OF SECURITY HOLDERS
OF CENTERPOINT AND THE CENTERPOINT COMPANIES

Upon consummation of the Mergers, the holders of Berry Dunn common stock,
Follmer common stock, Grace common stock, Holthouse partnership interests, IDA
common stock, Mann Frankfort common stock, TRC common stock, RA membership
interests, VeraSource common stock, Reznick common stock, Driver common stock,
Simione membership interests and Urbach common stock will become holders of
CenterPoint common stock. CenterPoint is a Delaware corporation and is bound by
the DGCL, whereas each of the CenterPoint Companies is bound by the corporate,
partnership or limited liability company law of the state in which each such
CenterPoint Company was organized. In addition, the CenterPoint certificate and
CenterPoint bylaws differ from the governance documents of each such
CenterPoint Company. The difference between the CenterPoint certificate and
CenterPoint bylaws and the governance documents of each CenterPoint Company,
and between the DGCL and the corporate law of each state in which each
CenterPoint Company was organized, will ultimately result in changes to the
rights of holders of common stock or partnership or membership interests of
each of the CenterPoint Companies.

The following is a summary of some of the important distinctions between the
rights of the security holders of CenterPoint and the security holders of each
of Berry Dunn, Follmer, Grace, Holthouse, IDA, Mann Frankfort, TRC, RA,
VeraSource, Reznick, Driver, Simione and Urbach. Such description does not
purport to be a complete explanation of all such differences. Furthermore, the
identification of specific differences is not meant to indicate that other
differences do not exist. The following summary is also qualified in its
entirety by reference to the DGCL, the CenterPoint certificate and the
CenterPoint bylaws and the applicable state laws and governance documents of
the CenterPoint Companies.

Although Driver is a Delaware corporation, Section 2115 of the CCC makes
substantial portions of the CCC applicable, with limited exceptions, to a
foreign corporation with more than half of its outstanding stock held of record
by persons having addresses in California and more than half of its business
conducted in the state (as measured by factors based on the corporation's
levels of property, payroll and sales as determined for California franchise
tax purposes), irrespective of the corporation's state of incorporation.
Although Driver is incorporated in Delaware, it is subject to Section 2115. The
statutory provisions of the CCC to which Driver is subject include, but are not
limited to, provisions governing a director's standard of care in performing
the duties of a director, a stockholder's right to vote cumulatively in any
election of directors, a director's or stockholder's right to inspect corporate
records, indemnification requirements concerning directors, officers and others
and the corporate requirements to effectuate corporate reorganizations
(including mergers and acquisitions).

Dividends

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 514 of the MBCA provides that the board of
directors of a corporation may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in cash or
property, including the shares of other corporations, except when the
corporation is insolvent or when the payment of the dividend would render
the corporation insolvent or when the declaration or payment thereof
would be contrary to any restrictions contained in the articles of
incorporation, subject to certain limitations.

. Follmer (Michigan)--The bylaws of Follmer provide that the board of
directors, in its discretion, may declare dividends upon the capital
stock from the surplus and net profits of the company.

. Grace (Missouri)--Section 351.220 of the Missouri General Business
Corporations Law ("MGBCL") provides that the board of directors of a
corporation may declare and the corporation may pay dividends on its
outstanding shares in cash, property, or its own shares except that no
dividend shall be declared or paid at a time when the net assets of the
corporation are less than its stated capital or when the

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payment thereof would reduce the net assets of the corporation below its
stated capital. Neither the bylaws nor the articles of incorporation of
Grace contain provisions relating to the declaration and payment of
dividends which are inconsistent with the MGBCL.

. Holthouse (California)--The California Uniform Partnership Act ("CUPA")
provides that a limited liability partnership shall not make a
distribution if, as a result of such distribution, (1) the partnership
would not be able to pay its debts as they become due in the ordinary
course of business or (2) the partnership's liabilities would exceed its
assets if it were to be dissolved at the time of the distribution. The
Holthouse Partnership Agreement provides that the partners shall receive
cash distributions from the liquid funds of the partnership after
providing for necessary reserves.

. IDA (New Jersey)--Under the NJBCA, a corporation may pay dividends
unless, after giving effect thereto, the corporation would be unable to
pay its debts in the usual course of business, or the corporation's total
assets would be less than its total liabilities. The bylaws of IDA state
that the board shall have full power to determine whether any, and if
any, what part of any, funds legally are available for the payment of
dividends to shareholders; the division of the whole or any part of such
funds shall rest wholly with the board, and it shall not be required to
divide or pay any part of such funds among or to the shareholders as
dividends or otherwise; and the board may fix a sum which may be set
aside or reserved over and above the capital paid in of IDA as working
capital for IDA or as a reserve for any proper purpose, and from time to
time may increase, diminish and vary the same in its absolute judgment
and discretion.

. Mann Frankfort (Texas)--Article 2.38 of the TBCA prohibits the board of
directors from making distributions if (i) after giving effect to the
distribution, the corporation would be insolvent, and (ii) the
distribution exceeds the surplus of the corporation. Article 2.38 of the
TBCA provides that the corporation may make a distribution involving a
purchase or redemption of any of its own shares if the purpose of such
purchase or redemption is to (i) eliminate fractional shares, (ii)
collect or compromise indebtedness owed by or to the corporation, (iii)
pay dissenting shareholders entitled to payment for their shares, or (iv)
effect the purchase or redemption of redeemable shares in accordance with
the TBCA. The bylaws of Mann Frankfort provide that the board of
directors may, within its discretion and with the prior written approval
of the management committee, declare dividends on its outstanding shares
upon the terms and conditions provided by law and its articles of
incorporation. The articles of incorporation of Mann Frankfort do not
address the distribution of dividends.

. Reppond (Washington)--Under the WBCA, a corporation may make a
distribution in cash or in property to its shareholders upon the
authorization of its board of directors unless, after giving effect to
such distribution, (i) the corporation would be unable to pay its debts
as they become due in the usual course of business, or (ii) the
corporation's total assets would be less than the sum of its total
liabilities plus the amount that would be needed, if the corporation were
to be dissolved at the time of the distribution, to satisfy the
preferential rights of shareholders whose preferential rights are
superior to those receiving the distribution. The bylaws of TRC provide
that dividends may be declared by the TRC board and paid out of the
annual profits of the corporation or out of its net assets in excess of
its capital, subject to the laws of the state of Washington. The bylaws
of VeraSource provide that dividends may be declared by the VeraSource
board and paid out of the annual profits of the corporation or out of its
net assets in excess of its capital, subject to the laws of the state of
Washington.

The WLLCA provides that a limited liability company shall not make a
distribution to a member to the extent that at the time of the distribution,
after giving effect to the distribution, (i) the limited liability company
would not be able to pay its debts as they become due in the usual course of
business, or (ii) all liabilities of the limited liability company interests
and liabilities to members on account of their interests for which the recourse
of creditors is limited to specified property of the limited liability company,
exceed the fair value of the assets of the limited liability company. The
operating agreement of RA does not contain provisions relating to dividends.

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. Reznick (Maryland)--Section 2-309 of the Maryland General Corporations
Law ("MGCL") provides that if authorized by its board of directors, a
corporation may make distributions to its shareholders, subject to any
restriction in its charter. The bylaws of Reznick provide that the
stockholders may from time to time declare, and Reznick may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its charter.

. Driver (Delaware/California)--Under the DGCL, a corporation may pay
dividends out of surplus (defined as the excess, if any, of net assets
over capital) or, if no such surplus exists, out of its net profits for
the fiscal year in which such dividends are declared and/or for its
preceding fiscal year, provided that dividends may not be paid out of net
profits if the capital of such corporation is less than the aggregate
amount of capital represented by the outstanding stock of all classes
having a preference upon distribution of assets.

Under the CCC, a corporation may not make any distribution (including
dividends, whether in cash or other property, and repurchases of its shares)
unless either the corporation's retained earnings immediately prior to the
proposed distribution equal or exceed the amount of the proposed distribution
or, immediately after giving effect to such distribution, the corporation's
assets (exclusive of goodwill, capitalized research and development expenses
and deferred charges) would be at least equal to 1 1/4 times its liabilities
(not including deferred taxes, deferred income and other deferred credits), and
the corporation's current assets, as defined, would be at least equal to its
current liabilities (or 1 1/4 times its current liabilities if the average pre-
tax and pre-interest earnings for the preceding two fiscal years were less than
the average interest expenses for such years). Such tests are applied to
California corporations on a consolidated basis. Under the CCC, there are
certain exceptions to the foregoing rules for repurchases of shares including
in connection with certain rescission actions or pursuant to certain employee
stock plans.

The certificate of incorporation of Driver provides that Driver's board may
authorize and pay dividends at its discretion; however, Driver's preferred
shareholders shall have preference in that regard.

. Simione (Connecticut)--Neither the Connecticut Limited Liability Company
Act ("CLLCA") nor the operating agreement of Simione address dividends.

. Urbach (New York)--Section 510 of the NYBCL provides that a corporation
may pay dividends, except when the corporation is insolvent or would
thereby be made insolvent. Furthermore, dividends may be paid out of
surplus only, so that the net assets of the corporation remaining after
such distribution shall at least equal the amount of its stated capital.
The bylaws of Urbach provide that subject to applicable law, dividends
may be declared as the board may determine.

As a CenterPoint Stockholder:

Under the DGCL, a corporation may pay dividends out of surplus, defined as
the excess of net assets over capital. If no such surplus exists, dividends may
be paid out of its net profits for the fiscal year, provided that dividends may
not be paid out of net profits if the capital of such corporation is less than
the aggregate amount of capital represented by the outstanding stock of all
classes having a preference upon distribution of assets. The CenterPoint
certificate of incorporation and bylaws contain provisions relating to the
declaration and payment of dividends consistent with the DGCL.

Voting Rights

As Both a CenterPoint Company Security Holder and a CenterPoint Stockholder:

Each holder of a voting security is entitled to one vote per share or
interest owned. Neither any of the CenterPoint Companies security holders nor
CenterPoint stockholders have cumulative voting rights in the election of
directors or other governing board members.

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Directors--Number of Directors

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 703 of the MBCA provides that the number of
directors of a corporation having a board of directors shall be not less
than three, except that if all shares of a corporation are owned
beneficially and of record by fewer than three shareholders, the number
of directors may be less than three but not less than the number of
shareholders. Further, Section 710 of the MBCA provides that only a duly
licensed professional, in the profession of the corporation, may own
shares of the professional services corporation, and only a shareholder
may be a director. The number of directors may be increased or decreased
only by: (a) amendment of the articles of incorporation, or (b) if the
articles of incorporation set out a maximum and minimum number of
directors, within the limits set in the articles by (1) a resolution of
the shareholders, or (2) a resolution of the directors, if the articles
authorize such a resolution. No decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. The
bylaws of Berry Dunn provide for a board of five directors, unless there
are fewer shareholders.

. Follmer (Michigan)--Section 450.1505 of the Michigan Business Corporation
Act ("MIBCA") provides that the board shall consist of one or more
members and the number should be fixed in the company's articles or
bylaws. Follmer has 12 directors.

. Grace (Missouri)--Section 351.315(1) of the MGBCL provides that a
corporation shall have three or more directors, except that a corporation
may have one or two directors provided the number of directors to
constitute the board of directors is stated in the articles of
incorporation. The articles of incorporation of Grace provide that the
number of directors shall be fixed in the manner set forth in the bylaws;
provided, however, that such number shall not be less than three. The
bylaws of Grace provide that the number of directors shall be set by a
majority of all of the issued and outstanding stock. Presently the number
of directors is ten.

. Holthouse (California)--The CUPA does not address the number of
directors. The Holthouse Partnership Agreement provides for the election
of a managing partner to be elected by a majority of the partners for a
one year term.

. IDA (New Jersey)--Under the NJBCA, the charter document or bylaws of a
corporation may specify the number of directors. The charter of IDA
provides for two initial directors. The bylaws of IDA state that the IDA
board shall consist of not less than one director, elected for a one-year
term, with the exact number determined by the IDA board. The bylaws of
IDA also provide that the directors have the power to increase or
decrease their own number by amendment to the bylaws.

. Mann Frankfort (Texas)--Article 2.32 of the TBCA provides that the board
of directors shall consist of one or more directors. The number of
directors shall be fixed by the corporation's articles of incorporation
or bylaws; however, the number constituting the initial board of
directors shall be fixed by the articles of incorporation. The number of
directors may be increased or decreased by amendment, but no decrease
shall have the effect of shortening the term of any incumbent director.
The articles of incorporation of Mann Frankfort provide that the number
of the initial board of directors is four and that four shall be the
authorized number of directors until such number is changed by the
bylaws. The bylaws of Mann Frankfort state that the number of directors
may be increased or decreased by amendment to the bylaws; however, the
number of directors shall never be less than four persons.

. Reppond (Washington)--Section 23B.08.03 of the WBCA provides that the
board of directors of a Washington corporation shall consist of one or
more directors as fixed by the corporation's articles of incorporation or
bylaws. The bylaws of TRC provide for a board of directors comprised of
not less than two directors. The bylaws of VeraSource provide for a board
of directors comprised of two directors. Members govern the affairs of RA
pursuant to the operating agreement of RA. The members, including the
manager, shall be fiduciaries as to each other and RA.

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. Reznick (Maryland)--Section 4-301 of the Maryland Close Corporations Law
("MCC") provides that a close corporation shall have at least one
director until an election by the corporation in its charter to have no
board of directors becomes effective. The amended and restated articles
of incorporation of Reznick provide that the corporation will have no
board of directors.

. Driver (Delaware/California)--Under the DGCL, the charter document or
bylaws of a corporation may specify the number of directors. The Driver
bylaws provide that the exact number of directors shall be nine.

. Simione (Connecticut)--Section 34-140 of the CLLCA provides that the
articles of organization may vest management of the business, property
and affairs of a limited liability company in a manager or managers. The
CLLCA provides that the operating agreement may set forth the number and
qualification of the managers and the manner in which the managers are
designated or elected, removed and replaced. The articles of organization
of Simione vest management of the business affairs of the company in
managers. The operating agreement of Simione provides that the managers
shall vote to decide any matter connected with the business or affairs of
the company.

. Urbach (New York)--Section 702 of the NYBCL provides that the board of
directors shall consist of one or more members. The number of directors
constituting the board may be fixed by the bylaws, or by action of the
shareholders or of the board under the specific provisions of a bylaw
adopted by the shareholders. If not otherwise fixed, the number shall be
one. The bylaws of Urbach provide that the number of directors is five;
no person owning less than 700 shares of corporate stock may be elected a
director.

As a CenterPoint Stockholder:

Under the DGCL, a corporation's board of directors must consist of at least
one member, with the number fixed by the charter document or bylaws of the
corporation. The CenterPoint bylaws provide that the number of directors shall
be fixed by resolution of the board. Upon completion of the Mergers,
CenterPoint expects its board to have 17 directors.

Directors--Vacancies

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 706 of the MBCA states that unless the
articles of incorporation or bylaws reserve to the shareholders the right
to fill vacancies, vacancies may be filled by a majority of the remaining
directors, or by a sole director. However, Article IV of the bylaws of
Berry Dunn reserves to the shareholders the right to fill any vacancy on
the board of directors. Any director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor.

. Follmer (Michigan)--Section 450.1515(i) of the MIBCA provides that unless
limited by the articles of incorporation, the shareholders may fill the
vacancy, the board may fill the vacancy, or if the directors remaining in
office are less than a quorum, they may fill the vacancy by the vote of a
majority of those remaining in office. The bylaws of Follmer provide that
vacancies in the board shall be filled by the remaining members of the
board and each person so elected shall be a director until his successor
is elected at the next annual meeting or at a special meeting called for
that purpose.

. Grace (Missouri)--Section 351.320 of the MGBCL provides that unless
otherwise provided in the articles of incorporation or bylaws of the
corporation, vacancies on the board and newly created directorships
resulting from any increase in the number of directors to constitute the
board of directors may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director,
until the next election of directors by the shareholders of the
corporation. The bylaws of Grace provide that in case of the death,
resignation or disqualification of one or more directors, a majority of
the survivors or remaining directors may fill such vacancy or vacancies,
only

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from other shareholders of the corporation, until the successor or
successors are elected at the next annual meeting of the shareholders. A
director elected to fill a vacancy shall serve as such until the next
annual meeting of shareholders.

. Holthouse (California)--The CUPA and organizational documents of
Holthouse do not address vacancies.

. IDA (New Jersey)--Section 14A:6-5 of the NJBCA provides that vacancies
and newly created directorships may be filled by a majority of the
directors then in office (even though less than a quorum) or by the sole
remaining director, unless otherwise provided in the certificate of
incorporation or bylaws of the corporation. A director so elected shall
hold office until the next annual shareholders meeting. Unless otherwise
provided in the certificate of incorporation or the bylaws, when one or
more directors shall resign effective at a future date, a majority of the
directors then in office including those who have so resigned shall have
the power to fill such vacancy, the vote taken thereon to take effect
when such resignation shall become effective, and each director so chosen
shall hold office as provided in the NJBCA for the filling of vacancies.
In addition, if by reason of death, resignation or other cause, a
corporation has no directors in office, any shareholder or the executor
or administrator of a deceased shareholder may call a special meeting of
shareholders for the election of directors. The bylaws of IDA provide
that if the number of directors is increased, the additional directors
may be chosen by a majority of the directors in office at the time of the
increase, or if not so chosen prior to the time of the next annual
meeting of the shareholders, they shall be chosen by the shareholders. In
case of vacancies created by death, resignation or otherwise, except
those created by removal by shareholders, the remaining directors,
although less than a quorum, may, by unanimous vote, choose a successor
for the unexpired term.

. Mann Frankfort (Texas)--The TBCA provides that any vacancy occurring in
the board of directors after the issuance of shares may be filled by the
affirmative vote of a majority of the remaining directors though less
than a quorum of the board of directors. A directorship to be filled by
reason of an increase in the number of directors may be filled by the
board for a term continuing only until the next election of directors;
provided that the board may not fill more than two such directorships
during the period between any two successive annual or special meetings
of shareholders. Any director vacancy may be filled by election at an
annual or special meeting of shareholders called for that purpose.

Mann Frankfort's bylaws provide that any director vacancy shall be filled at
the next meeting of the board of directors following the occurrence of the
vacancy, or, if the vacancy occurs while a directors' meeting is in progress,
such vacancy shall be filled at such meeting. Such vacancy shall be filled by
the affirmative vote of a majority of the remaining directors even though less
than a quorum.

. Reppond (Washington)--Section 23B.08.100 of the WBCA provides that unless
the articles of incorporation provide otherwise, if a vacancy occurs on a
board of directors, including a vacancy resulting from an increase in the
number of directors, the shareholders or the board of directors may fill
the vacancy, or if the directors in office constitute fewer than a quorum
of the board they may fill the vacancy by the affirmative vote of a
majority of all the directors in office. The organizational documents of
Reppond do not address vacancies. The RA operating agreement provides
that a new or replacement manager may be appointed with the written
approval of members holding a majority of the units in RA.

. Reznick (Maryland)--In accordance with the MCC, Reznick does not have a
board of directors.

. Driver (Delaware/California)--Section 223 of the DGCL provides that
vacancies and newly created directorships may be filled by a majority of
the directors then in office (even though less than a quorum) unless (1)
otherwise provided in the certificate of incorporation or bylaws of the
corporation (Driver's charter and bylaws do not provide otherwise) or (2)
the certificate of incorporation directs that a particular class is to
elect such director, in which case any other directors elected by such
class, or a sole remaining director, shall fill such vacancy (Driver's
charter does not have such a provision). In addition, if, at the time of
filling any vacancy or newly created directorship, the directors then in
office

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constitute less than a majority of the whole board, the Delaware Court of
Chancery may, upon application of stockholders holding at least ten
percent of shares outstanding at the time and entitled to vote for such
directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office. Such elections are to be conducted
in accordance with the procedures provided by the DGCL. Unless otherwise
provided in the certificate of incorporation or bylaws, when one or more
directors resign from the board, a majority of directors then in office,
including those who have so resigned, may vote to fill the vacancy.

Under the CCC, at each annual meeting of shareholders, directors shall be
elected to hold office until the next annual meeting. Any vacancy on the board
of directors (other than one created by removal of a director) may be filled by
the unanimous written consent of the directors then in office, by the
affirmative vote of a majority of the directors at a meeting held pursuant to
notice or waivers of notice, or by a sole remaining director. A vacancy created
by removal of a director may be filled by the board only if the board is so
authorized.

The bylaws of Driver provide for vacancies to be filled by a majority of the
directors then in office or by a sole remaining director.

. Simione (Connecticut)--The CLLCA provides that unless otherwise provided
in the operating agreement, designation or election of managers to fill
initial positions or vacancies shall be by the vote of a majority in
interest of the members. The operating agreement of Simione provides that
the managers shall vote to decide any matter connected with the business
or affairs of the company.

. Urbach (New York)--Section 705 of the NYBCL provides that newly created
directorships may be filled by vote of the board. If the directors then
in office constitute less than a quorum, then such directorships may be
filled by a vote of a majority of the directors then in office. Vacancies
occurring in the board by reason of removal of directors without cause
may be filled only by vote of the shareholders.

As a CenterPoint Stockholder:

The DGCL provides that vacant director positions may be filled by a majority
of the directors then in office, even though less than a quorum, unless:

(a) otherwise provided in the certificate of incorporation or bylaws of
the corporation; or

(b) the certificate of incorporation directs that a particular class
elects such director.

CenterPoint's charter and bylaws do not provide for either (a) or (b) above.

In addition, at the time of filling any vacant director position, if the
directors then in office constitute less than a majority of the Board, the
Delaware Court of Chancery may, upon application of stockholders holding at
least 10% of shares outstanding, summarily order an election to be held to fill
any such vacant director positions, or to replace the directors chosen by the
directors then in office.

Directors--Removal

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 707 of the MBCA provides that at a special
meeting of shareholders called expressly for that purpose, the entire
board of directors or any individual directors may be removed, with or
without just cause, by an affirmative vote of two-thirds of the
outstanding shares entitled to vote. However, the bylaws of Berry Dunn
require the affirmative vote of the shareholders holding more than two-
thirds of the outstanding shares of the corporation at any special
meeting of shareholders called for the purpose of removal.

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. Follmer (Michigan)--Section 450.1511 of the MIBCA provides that the
shareholders may remove one or more directors with or without cause
unless the articles of incorporation provide that directors may be
removed only for cause. The vote for removal shall be by a majority of
shares entitled to vote. Section 450.1514 of the MIBCA provides that a
director may be removed by a court in a proceeding commenced by at least
10% of the outstanding shares if the court finds that the director
engaged in fraudulent, illegal or dishonest conduct or gross abuse of
authority or discretion with respect to the corporation and the removal
is in the best interests of the corporation. The organizational documents
of Follmer do not address removal of directors.

. Grace (Missouri)--Section 351.315.2 of the MGBCL provides that at a
meeting called expressly for that purpose, directors may be removed in a
manner provided by the statute. The meeting shall be held at the
registered office or principal business office of the corporation. Unless
the articles of incorporation or the bylaws provide otherwise, one or
more directors or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election. Neither the bylaws nor the articles of
incorporation of Grace contain provisions relating to the removal of
directors.

. Holthouse (California)--Neither the CUPA nor the organizational documents
of Holthouse address removal of directors.

. IDA (New Jersey)--Under Section 14A:6-6 of the NJBCA, a director may be
removed for cause or, unless otherwise provided in the certificate of
incorporation, without cause, by a majority of the shareholders entitled
to vote for the election of directors. Unless otherwise provided in the
certificate of incorporation, the removal of a director with or without
cause is subject to the following qualifications: (a) where cumulative
voting is authorized, if less than the total number of the directors then
serving on the board is to be removed by the shareholders, no one of the
directors may be removed if the votes cast against his removal would be
sufficient to elect him if then voted cumulatively at an election of the
entire board; of, if there are classes of directors, at an election of
the class of directors of which he is part, (b) a director elected by a
class vote may be removed only by a class vote of the holders of shares
entitled to vote for his election, (c) if the certificate of
incorporation requires a greater vote than a plurality of the votes cast
for the election of directors, no director may be removed except by the
greater vote required to elect him, and (d) shareholders of a corporation
whose board is classified may not remove a director without cause. The
bylaws of IDA provide that directors may be removed either with or
without cause by the affirmative vote of the holders of a majority of all
the shares of common stock outstanding and entitled to vote for the
election of directors.

. Mann Frankfort (Texas)--Article 2.32 of the TBCA states that a
corporation's bylaws or articles of incorporation may provide that any
director or the entire board of directors may be removed at a shareholder
meeting, with or without cause, by a vote of the holders of a specific
portion, but not less than a majority, of shares then entitled to vote.
The organization documents of Mann Frankfort do not contain provisions
relating to removal of directors.

. Reppond (Washington)--The WBCA provides that a corporation's shareholders
may remove one or more directors with or without cause unless the
articles of incorporation provide that any director may be removed only
for cause. Neither the articles of incorporation nor the bylaws of TRC
contain provisions relating to removal of directors which are
inconsistent with the WBCA. The bylaws of VeraSource provide that a
removal of any member of the board with or without cause must occur at a
meeting of the shareholders called expressly for that purpose. The RA
operating agreement provides that a manager may be removed with or
without cause upon the written approval of members holding 66 2/3% of the
units in RA.

. Reznick (Maryland)--In accordance with the MCC, Reznick does not have a
board of directors.

. Driver (Delaware/California)--Under Section 141 of the DGCL, any director
or the entire board of directors may be removed, with or without cause,
by the holders of a majority of the shares entitled to

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vote at an election of directors, except (1) unless the certificate of
incorporation otherwise provides, in the case of a corporation having a
classified board, stockholders may effect such removal only for cause and
(2) in the case of a corporation having cumulative voting, if less than
the entire board is to be removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire board of
directors.

Under the CCC, any director or the entire board of directors may be removed,
with or without cause, if the removal is approved by the affirmative vote of a
majority of the outstanding shares entitled to vote, subject to limitations, if
applicable, of cumulative voting, class or series voting and classified board
requirements.

The bylaws of Driver provide that subject to the rights of holders of any
series of preferred stock then outstanding, any director, or the entire board
of directors, may be removed from office at anytime, but only for cause and
only by the affirmative vote of the holders of 67% of the total voting power of
all securities entitled to vote generally in the election of directors of the
corporation, voting together as a single class.

. Simione (Connecticut)--The CLLCA provides that any or all managers may be
removed, with or without cause, by the vote of a majority in interest of
the members. The operating agreement of Simione provides that the
managers shall vote to decide any matter connected with the business or
affairs of the company.

. Urbach (New York)--Section 706 of the NYBCL provides that any or all of
the directors may be removed for cause by vote of the shareholders. The
certificate of incorporation or the specific provisions of a bylaw may
provide for such removal by action of the board, except (1) in the case
of any director elected by cumulative voting, or (2) by the holders of
the shares of any class, or holders of bonds, voting as a class, when so
entitled by the provisions of the certificate of incorporation. Section
706 also provides that any or all directors may be removed without cause
by vote of the shareholders. The bylaws of Urbach provide that any and
all of the directors may be removed for cause by vote of the shareholders
or by action of the board. The bylaws of Urbach provide that directors
may be removed without cause only by vote of the shareholders.

As a CenterPoint Stockholder:

Under Section 141 of the DGCL, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares entitled to vote in an election of directors, unless the certificate of
incorporation limits such removal only for cause.

CenterPoint's charter provides that directors may be removed only with cause
by a vote of a majority of the combined voting power of CenterPoint's
outstanding stock.

Directors--Nominations

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Neither the MBCA nor the organizational documents of
Berry Dunn address nominations.

. Follmer (Michigan)--Neither the MIBCA nor the organizational documents of
Follmer address nominations.

. Grace (Missouri)--Neither the MGBCL nor the organizational documents of
Grace address nominations.

. Holthouse (California)--Neither the CUPA nor the organizational documents
of Holthouse address nominations.

. IDA (New Jersey)--Neither the NJBCA nor the organizational documents of
IDA address nominations.

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. Mann Frankfort (Texas)--Neither the TBCA nor the organizational documents
of Mann Frankfort address nominations.

. Reppond (Washington)--Neither the WBCA, WLLCA, nor the organizational
documents of TRC, VeraSource or RA address nominations of directors.

. Reznick (Maryland)--In accordance with the MCC, Reznick does not have a
board of directors.

. Driver (Delaware/California)--The bylaws of Driver provide that
nominations for a directorship shall be submitted to the corporation not
less than 150 days prior to the date of the general meeting of the
shareholders and shall specify, among other things, the need for the
action to be taken, and the age and business background and qualification
of a nominee for a directorship.

. Simione (Connecticut)--Neither the CLLCA nor the organizational documents
of Simione address nominations.

. Urbach (New York)--Neither the NYBCL nor the organizational documents of
Urbach address nominations.

As a CenterPoint Stockholder:

The CenterPoint bylaws provide that nominations for directors may be made
only by or at the direction of the CenterPoint board or by a stockholder
entitled to vote for the election of directors at a stockholders' meeting.
Written notice of such stockholder's intent to make a director nomination must
be received by the Secretary of CenterPoint in a manner and within the time
period specified in the bylaws of CenterPoint.

Limitation on Director's Liability; Indemnification of Officers and Directors

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 719 of the MBCA provides that a director
shall not be held personally liable for monetary damages for failure to
discharge any duty as a director unless the director is found not to have
acted honestly or in the reasonable belief that the action was in or not
opposed to the best interests of the corporation or its shareholders.
Article VI of the bylaws provide that to the extent permitted by the laws
of the State of Maine, the corporation shall indemnify any officer or
director who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, by reason of
the fact that he or she is or was an officer or director, against
expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding; provided that no indemnification shall
be provided with respect to any matter as to which he or she shall have
been finally adjudicated in any action, suit or proceeding: not to have
acted honestly or in the reasonable belief that his action was in the
best interests of the corporation or its shareholders; or with respect to
any criminal action, to have had reasonable cause to believe that his
conduct was unlawful. This indemnification shall apply only to matters
arising out of an individual's capacity as an officer or director of the
corporation and not with respect to matters undertaken as an employee or
shareholder of the corporation or in any other capacity.

. Follmer (Michigan)--Section 561 of the MIBCA provides that a corporation
has the power to indemnify a person who was or is a party or is
threatened to be made a party to a threatened, pending or completed
action, suit or proceeding, other than an action by or in the right of
the corporation, by reason of the fact that he or she is or was a
director of the corporation, against expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred in connection with the action, suit or proceeding, if
the person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation
or its shareholders. The termination of an action, suit or proceeding by
judgment, order or settlement does not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or

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she reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders.

Section 562 of the MIBCA provides that a corporation has the power to
indemnify a person who was or is a party or is threatened to be made a party to
a threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, against expenses, including attorneys' fees, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action or suit, if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. Indemnification shall not be
made for a claim, issue, or matter in which the person has been found liable to
the corporation. Section 563 of the MIBCA provides that to the extent that a
director, officer, employee, or agent of a corporation has been successful on
the merits or otherwise in defense of an action, suit, or proceeding referred
to in Section 561 or 562, or in defense of a claim, issue, or matter in the
action, suit, or proceeding, he or she shall be indemnified against actual and
reasonable expenses, including attorneys' fees, incurred by him or her in
connection with the action, suit, or proceeding and an action, suit, or
proceeding brought to enforce the mandatory indemnification provided in this
section.

Section 564a of the MIBCA provides that indemnification under Section 561 or
562, unless ordered by the court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee, or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
Sections 561 and 562 and upon an evaluation of the reasonableness of expenses
and amounts paid in settlement. This determination and evaluation shall be made
in any of the following ways:

(a) By a majority vote of a quorum of the board consisting of directors
who are not parties or threatened to be made parties to the action, suit,
or proceeding.

(b) If a quorum cannot be obtained under subdivision (a), by majority
vote of a committee duly designated by the board and consisting solely of
two or more directors not at the time parties or threatened to be made
parties to the action, suit, or proceeding.

(1) By the board or its committee in the manner prescribed in
subdivision (a) or (b).

(2) If a quorum of the board cannot be obtained under subdivision
(a) and a committee cannot be designated under subdivision (b), by the
board.

(d) By all independent directors who are not parties or threatened to be
made parties to the action, suit, or proceeding.

(e) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to
the action, suit, or proceeding may not be voted.

The MIBCA further provides that if a person is entitled to indemnification
under Section 561 or 562 for a portion of expenses, including reasonable
attorneys' fees, judgments, penalties, fines, and amounts paid in settlement,
but not for the total amount, the corporation may indemnify the person for the
portion of the expenses, judgments, penalties, fines, or amounts paid in
settlement for which the person is entitled to be indemnified. An authorization
of payment of indemnification under this section shall be made in any of the
following ways:

(a) By the board in one of the following ways:

(1) If there are two or more directors who are not parties or
threatened to be made parties to the action, suit, or proceeding, by a
majority vote of all directors who are not parties or threatened to be
made parties, a majority of whom shall constitute a quorum for this
purpose.

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(2) By a majority of the members of a committee of two or more
directors who are not parties or threatened to be made parties to the
action, suit, or proceeding.

(3) If the corporation has one or more independent directors who are
not parties or threatened to be made parties to the action, suit, or
proceeding, by a majority vote of all independent directors who are not
parties or are threatened to be made parties, a majority of whom shall
constitute a quorum for this purpose.

(4) If there are no independent directors and less than two
directors who are not parties or threatened to be made parties to the
action, suit, or proceeding, by the vote necessary for action by the
board in accordance with Section 523 of the MIBCA, in which
authorization all directors may participate.

(b) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to
the action, suit, or proceeding may not be voted on the authorization.

To the extent that the articles of incorporation include a provision
eliminating or limiting the liability of a director, a corporation may
indemnify a director for the expenses and liabilities described in this
subsection without a determination that the director has met the standard of
conduct set forth in Sections 561 and 562, but no indemnification may be made
except to the extent authorized in Section 564c if the director received a
financial benefit to which he or she was not entitled, intentionally inflicted
harm on the corporation or its shareholders, violated Section 551, or
intentionally committed a criminal act. In connection with an action or suit by
or in the right of the corporation as described in Section 562, indemnification
under this subsection may be for expenses, including attorneys' fees, actually
and reasonably incurred. In connection with an action, suit, or proceeding
other than an action, suit, or proceeding by or in the right of the
corporation, as described in Section 561, indemnification under this subsection
may be for expenses, including attorneys' fees, actually and reasonably
incurred, and for judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred. The organizational documents of Follmer do
not address indemnification

. Grace (Missouri)--Section 351.355 of the MGBCL provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. The corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys'
fees, and amounts paid in settlement actually and reasonably incurred by
him in connection with the defense or settlement of the action or suit if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation unless
and only to the extent

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that the court in which the action or suit was brought determines upon
application that, despite the adjudication of liability and in view of all
the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Any permissive indemnification, unless ordered by a court, shall be made
by the corporation only as authorized in the specific case and upon a
determination made by the majority vote of a quorum of directors not
parties to the action. To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action suit or proceeding.

The bylaws of Grace provide that each director or officer or former director
or officer shall be indemnified against liabilities, expenses, counsel fees and
costs reasonably incurred by him or his estate in connection with, or arising
out of, any action, suit, proceeding or claim in which he was made a party
because of his being, or having been, such director or officer, but nothing in
the bylaws shall restrict or limit in any manner the authority and duty of any
regulating board for the licensing of individual persons rendering professional
services or the practice of the profession which is within the jurisdiction of
the regulating board, notwithstanding that the person is an officer, director,
shareholder or employee.

. Holthouse (California)--The CUPA does not address indemnification. The
partnership agreement of Holthouse provides that, unless the partners
agree otherwise, any expenses and losses attributable to any act of
negligence or professional malpractice or any intentional tort on the
part of a partner, to the extent such liabilities are not paid or
reimbursed under a policy of insurance, shall be specifically allocated
to that partner and charged solely to his or her capital account.

. IDA (New Jersey)--Section 14A:2-7(k)(3) of the NJBCA provides that a
corporation's certificate of incorporation may provide that a director or
officer shall not be personally liable, or shall be liable only to the
extent provided therein, to the corporation or its shareholders for
damages for breach of any duty owed to the corporation or its
shareholders, except that such provision shall not relieve a director or
officer from liability for any breach of duty based upon an act or
omission (a) in breach of such person's duty of loyalty, (b) not in good
faith or involving a known violation of the law or (c) resulting in
receipt by such person of an improper personal benefit. A person breaches
his duty of loyalty by his act or omission which he knows or believes to
be contrary to the best interests of the corporation or its shareholders
in connection with a matter with which he has a material conflict of
interest.

Section 14A:3-5 of the NJBCA provides that a corporation may indemnify a
corporate agent (defined as a director, officer, employee or agent of the
corporation or of any constituent corporation absorbed by the corporation in a
consolidation or merger and any person who is or was a director, officer,
trustee, employee or agent of any other enterprise, serving as such at the
corporation's request, or of any constituent corporation's request, or the
legal representative of such director, officer, employee, trustee or agent)
against his expenses and liabilities in connection with any proceeding by
reason of his having been such corporate agent, other than a proceeding by or
in the right of the corporation, if: (a) such agent acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and (b) with respect to criminal proceedings, he had no
reasonable cause to believe his conduct was unlawful. The termination of any
proceedings by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not itself create a presumption that such
agent did not meet the standards of conduct set forth in this paragraph that
qualify him for indemnification. The corporation may also indemnify a corporate
agent against expenses incurred in connection with any proceeding by or in the
right of the corporation to procure a judgment in its favor which involves the
agent by reason of his being such corporate agent, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification shall be provided in respect
of any claim, issue or matter as to which such corporate agent shall have been
adjudged to be liable to the corporation, unless the Superior Court or the
court in which such proceeding was brought determines that in view of all
circumstances of the case, such agent is fairly entitled to indemnity for
expenses. A corporation shall indemnify an agent against expenses to the extent
such agent has

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been successful on the merits or otherwise in any proceeding referred to above,
or in defense of any claim, issue or matter therein.

Any indemnification, unless ordered by a court, may be made by the
corporation only as authorized in a specific case upon a determination that
indemnification is proper in the circumstances. Unless otherwise provided in
the certificate of incorporation or bylaws, such determination shall be made:
(a) by the board or a committee thereof, acting by a majority vote of a quorum
consisting of directors who were not parties to or involved in the proceeding,
(b) if such quorum is not obtainable, or if obtainable but such quorum so
directs, by independent legal counsel, or (c) by the shareholders if the
certificate of incorporation or bylaws or a resolution of the board or
shareholders so directs. Expenses incurred by a corporate agent in connection
with a proceeding may be paid by the corporation in advance of the final
disposition of the proceeding as authorized by the board upon receipt of an
undertaking by the agent to repay such amount if it is later determined that he
was not entitled to indemnification. If a corporation, upon application by the
corporate agent, has refused to provide indemnification as required by the
NJBCA to such agent, the agent may apply to a court for an award of
indemnification.

The indemnification and advancement of expenses provided above shall not
exclude any other rights to be indemnified pursuant to the certificate of
incorporation, bylaws, any agreement, vote of shareholders or otherwise,
provided that no indemnification shall be made to a corporate agent whose acts
or omissions breached his duty of loyalty to the corporation, were not in good
faith or involved a knowing violation of the law or resulted in receipt by him
of an improper personal benefit. A corporation may purchase insurance on behalf
of any corporate agent to cover indemnification expenses. A corporation may
indemnify its corporate agents pursuant to the NJBCA notwithstanding the
absence of any provision in its certificate of incorporation or bylaws
authorizing the exercise of such powers. No indemnification shall be made if it
would be inconsistent with the corporation's certificate of incorporation,
bylaws, board or shareholder resolutions, agreements or other corporate
actions, in effect at the time of the alleged cause of action, which limits the
indemnification to which the corporate agent may be entitled.

The bylaws of IDA provide that directors and officers of IDA and directors
or officers of any other corporation serving as such at the request of IDA, or
the legal representatives of such director or officer, shall be indemnified by
IDA against reasonable costs, expenses (exclusive of any amount paid to IDA in
settlement) and counsel fees paid or incurred in connection with any action,
suit or proceeding to which any such director or officer or his legal
representative may be made a party by reason of his having been such director
or officer; provided (i) said action, suit or proceeding shall be prosecuted
against such director or officer or against his legal representative to final
determination, and it shall not be finally adjudged in said action, suit or
proceeding that he had been derelict in the performance of his duties as such
director or officer; or (ii) said action, suit or proceeding shall be settled
or otherwise terminated as against such director or officer or his legal
representative without final determination on the merits, and it shall be
determined by the board that said director or officer had not in any
substantial way been derelict in the performance of his duties as charged in
such action, suit or proceeding. The privilege and power conferred by the
bylaws shall be in addition to and not in restriction or limitation of any
other privilege or power which a corporation of the State of New Jersey may
have with respect to the indemnification or reimbursement of directors or
officers.

. Mann Frankfort (Texas)--Article 2.41 of the TBCA limits a director's
liability with respect to distributions if any of the following occur:
(1) he relied in good faith and with ordinary care upon the statements,
valuations, information, opinions or reports concerning the corporation
or another person that were prepared or presented by (A) one or more
officers or employees of the corporation, (B) legal counsel, public
accountants, investment bankers or other persons as to matters the
director reasonably believes are within the person's professional or
expert competence, or (C) a committee of the board of directors of which
the director is not a member, (2) he considered, in good faith and with
ordinary care, the assets of the corporation to be at least of their book
value, or (3) he, in determining whether the corporation made adequate
provision for payment, satisfaction or discharge of its liabilities and
obligations, relied in good faith and with ordinary care upon financial
statements of, or other

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information concerning, any person who was obligated to pay, satisfy or
discharge some or all of those liabilities or obligations. Article 2.41 of
the TBCA further provides that a director may generally, in good faith and
with ordinary care, rely on information, opinions, reports, or statements
that were prepared or presented by those individuals or groups listed in
(A)--(C) above. Article 1302-7.06 of the Texas Miscellaneous Corporation
Laws Act (the "TMCLA"), however, prohibits the elimination or limitation
of the liability of a director to the extent the director is found liable
for: (1) a breach of the director's duty of loyalty to the corporation or
its shareholders or members; (2) an act or omission not in good faith that
constitutes a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing violation of
the law; (3) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken within
the scope of the director's office; or (4) an act or omission for which
the liability of a director is expressly provided by an applicable
statute.

The articles of incorporation of Mann Frankfort provide that a director
shall not be liable to the corporation or its shareholders for an act or
omission in the director's capacity as a director, unless the director is found
liable for the following: (1) a breach of the director's duty of loyalty to the
corporation or its shareholders, (2) an act or omission not in good faith that
constitutes a breach of duty of the director to the corporation or an act or
omission that involves intentional misconduct or a knowing violation of the
law, (3) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taking within the scope of
the director's office, or (4) an act or omission for which the liability of a
director is expressly provided by an applicable statute. The articles of
incorporation and bylaws of Mann Frankfort provide that each director shall be
indemnified by the corporation to the fullest extent permitted by the TBCA.

. Reppond (Washington)--Section 23B.08.320 of the WBCA provides that a
corporation's articles of incorporation may include a provision that
eliminates or limits the personal liability of a director to the
corporation or its shareholders for monetary damages for conduct as a
director. However, the provisions may not eliminate or limit the
liability of a director for acts or omissions that involve intentional
misconduct by the director or a knowing violation of law by the director,
for unlawful distributions, or for any transaction from which the
director will personally receive a benefit in money, property or services
to which the director is not legally entitled.

In addition, under the WBCA, if authorized by the articles of incorporation
or bylaws adopted or ratified by the shareholders or by a resolution adopted or
ratified by the shareholders, a corporation has the power to indemnify a
director or officer made a party to a proceeding, or advance or reimburse
expenses incurred in a proceeding, under any circumstances, except that no such
indemnification shall be allowed on account of (1) acts or omissions of a
director or officer finally adjudged to be intentional misconduct or a knowing
violation of the law, (2) conduct of a director or officer finally adjudged to
be an unlawful distribution, or (3) any transaction with respect to which it
was finally adjudged that such director or officer personally received a
benefit in money, property or services to which the director or officer was not
legally entitled. Unless limited by the corporation's articles of
incorporation, Washington law requires indemnification if the director or
officer is wholly successful on the merits of the action or otherwise. Any
indemnification of a director must be reported to the shareholders in writing.
The articles of incorporation of TRC and VeraSource provide for the limitation
of director liability and indemnification of a director or officer to the
fullest extent permitted by the WBCA.

The WLLCA provides that a limited liability company may contain provisions
limiting liability and indemnifying members or managers. Pursuant to the
operating agreement of RA, RA indemnifies and holds its members and managers
harmless from any loss or damage, by reason of any act or omission performed or
omitted by a member or manager on behalf of RA or in furtherance of RA's
interests; however, recovery under such indemnification or agreement to hold
harmless is limited to the assets of RA. The indemnity is limited to acts or
omissions performed or omitted in good faith and in the belief that they were
in RA's interest or not opposed to the best interests of RA.

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. Reznick (Maryland)--Section 2-418 of the MGCL provides that a corporation
may indemnify any director made a party to any proceeding (of any type)
excluding bad faith by the director. A director cannot be indemnified
where the proceeding was in the right of the corporation. Under the
bylaws of Reznick, Reznick shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
a director, officer, employee or agent of Reznick, or is or was serving
at the request of Reznick as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, or is or was serving at the request of the corporation as a
trustee or administrator or in any other fiduciary capacity under any
pension, profit sharing or other deferred compensation plan, or any
employee welfare benefit plan of the corporation, to the full extent
permitted by law. The provisions of Article IX shall apply to the
stockholders and key employees of Reznick when acting in lieu of a board
of directors to the fullest extent permitted by law.

. Driver (Delaware/California)--Section 102 of the DGCL allows a
corporation to include in its certificate of incorporation a provision
that limits or eliminates the personal liability of directors of the
corporation and its stockholders for monetary damages for breach of
fiduciary duty as a director. Section 102 of the DGCL does not, however,
permit a corporation to limit or eliminate the personal liability of a
director for (1) any breach of the director's duty of loyalty to the
corporation or its stockholders (2) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law,
(3) intentional or negligent payments of unlawful dividends or unlawful
stock purchases or redemption or (4) any transaction from which the
director derives an improper personal benefit. The Driver certificate of
incorporation provides for limitations on directors' liability to the
fullest extent permitted by the DGCL.

Section 145 of the DGCL permits a corporation to indemnify any person who
was or is a party or is threatened to be made a party to: (1) any action, suit
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) against expenses
(including attorneys' fees), judgments, fines and reasonable settlement amounts
if such person acted in good faith and reasonably believed that his or her
actions were in or not opposed to the best interests of such corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe
that his or her conduct was unlawful; (2) any derivative action or suit on
behalf of such corporation against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement
of such action or suit, if such person acted in good faith and reasonably
believed that his or her actions were in or not opposed to the best interest of
such corporation. With respect to derivative suits and actions, in the event
that a person is adjudged to be liable to the corporation, the DGCL prohibits
indemnification unless, and then only to the extent that, either the Delaware
Court of Chancery or the court in which such derivative action or suit was
brought determines that such person is entitled to indemnification for those
expenses which that court deems proper. To the extent that a representative of
a corporation has been successful on the merits or otherwise in the defense of
a third party or derivative action, indemnification for actual and reasonable
expenses incurred is mandatory.

Under both the DGCL and the CCC, other than an action brought by or in the
right of the corporation, indemnification is available if it is determined that
the proposed indemnitee acted in good faith and in a manner he or she
reasonably believed to be in, or under the DGCL not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his or her conduct was
unlawful. Similarly, in actions brought by or in the right of the corporation,
such indemnification is limited to expenses actually and reasonably incurred
and permitted only if the indemnitee acted in good faith and in a manner he or
she reasonably believed to be in, or under the DGCL not opposed to, the best
interests of the company, except that no indemnification may be made in respect
of any claim, issue or matter as to which such person is adjudged to be liable
to the corporation, unless and only to the extent that the court in which the
action was brought determines that, despite the adjudication of liability but
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses which the court deems
proper. To the extent that the proposed indemnitee (only officers or directors
under the DGCL) has been

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successful in defense of any action, suit or proceeding, he must be indemnified
against expenses actually and reasonably incurred by him in connection with the
action.

The bylaws of Driver provide that Driver shall indemnify its directors and
officers to the maximum extent permitted by the DGCL. The bylaws also provide
that Driver, by action of its board of directors, may provide indemnification
to employees and agents of the corporation with the same scope and effect as
provided to its officers and directors.

. Simione (Connecticut)--Section 34-143 of the CLLCA provides that an
operating agreement may (1) eliminate or limit the personal liability of
a manager for monetary damages for breach of any duty provided for
Section 34-141 of the CLLCA, and (2) provide for indemnification of a
manager for judgments, settlements, penalties, fines or expenses incurred
in a proceeding to which an individual is a party because such individual
is or was a manager. The organizational documents of Simione do not
address director liability or indemnification of officers and directors.

. Urbach (New York)--Section 719 of the NYBCL provides that a director
shall not be liable to creditors or shareholders for the following if he
performed his duty to the corporation under Section 717 of the NYBCL: (1)
declaration of a dividend contrary to the NYBCL, (2) purchase of shares
contrary to the NYBCL, (3) distribution of assets after dissolution of
the corporation without adequately providing for known liabilities of the
corporation, and (4) the making of any loan contrary to the NYBCL.
Section 721 of the NYBCL provides that indemnification granted pursuant
to the NYBCL is not exclusive of any other rights to which a director or
officer seeking indemnification may be entitled, provided that no
indemnification may be made to or on behalf of any director or officer if
a judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of
action, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled. Section 722 of the NYBCL
permits a corporation to indemnify a director or officer if such director
or officer acted in good faith for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or
enterprise, no opposed to, the best interests of the corporation and, in
criminal actions, in addition, had no reasonable cause to believe that
his conduct was unreasonable. The termination of any such proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere shall
not in itself create a presumption that any such director or officer did
not act in good faith or that he had reasonable cause to believe that his
conduct was unlawful. Section 722 of the NYBCL prohibits indemnification
with respect to (1) a threatened or pending action which is settled, or
(2) any claim, issue or matter as to which such director or officer shall
have been adjudged to be liable to the corporation, unless and only to
the extent that a court determines that the person is fairly and
reasonably entitled to indemnity.

Section 723 of the NYBCL provides that any indemnification shall be made
by the corporation, only if authorized by the board acting by a quorum
consisting of directors who are not parties to the action upon a finding
that the director or officer has met the good faith standard of conduct. If
a quorum is not obtainable or if a quorum of disinterested directors so
directs, indemnification may be made only if authorized (1) by the board
upon the opinion in writing of independent legal counsel that
indemnification is proper, or (2) by the shareholders upon a finding that
the director or officer has met the good faith standard of conduct.

Section 725 of the NYBCL provides that no indemnification shall be made
where (1) the indemnification would be inconsistent with the law of the
jurisdiction of incorporation of a foreign corporation, (2) the
indemnification would be inconsistent with a provision of the certificate
of incorporation, a bylaw, a resolution of the board or of the
shareholders, or any other corporate action, in effect at the time of the
proceeding, or (3) if there has been a settlement approved by the court,
that the indemnification would be inconsistent with any condition with
respect to indemnification expressly imposed by the court in approving the
settlement.

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As a CenterPoint Stockholder:

Section 102 of the DGCL allows a corporation to include in its certificate
of incorporation a provision that limits or eliminates the personal liability
of directors to the corporation and its stockholders for monetary damages for a
breach of fiduciary duty as a director. However, a corporation may not limit or
eliminate the personal liability of a director for:

(a) any breach of the director's duty of loyalty to the corporation or
its stockholders;

(b) acts or omissions in bad faith or which involve intentional
misconduct or a knowing violation of law;

(d) any transaction which derives the director an improper personal
benefit.

Section 145 of the DGCL permits a corporation to indemnify any person who
was or is a party or is threatened to be made a party to:

(a) any action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
the corporation, against expenses, including attorneys' fees, judgments,
fines and reasonable settlement amounts if such person acted in good faith
and reasonably believed that his or her actions were in or not opposed to
the best interests of such corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful; or

(b) any derivative action or suit on behalf of such corporation against
expenses, including attorneys' fees, actually and reasonably incurred in
connection with the defense or settlement of such action or suit, if such
person acted in good faith and reasonably believed that his or her actions
were in or not opposed to the best interest of such corporation.

In the event that a person is adjudged to be liable to the corporation in a
derivative suit, the DGCL prohibits indemnification unless either the Delaware
Court of Chancery or the court in which such derivative suit was brought
determines that such person is entitled to indemnification for those expenses
which such court deems proper. To the extent that a representative of a
corporation has been successful on the merits or otherwise in the defense of a
third party or derivative action, indemnification for actual and reasonable
expenses incurred is mandatory.

The CenterPoint charter provides that CenterPoint shall indemnify
CenterPoint directors to the maximum extent permitted by the DGCL. The
CenterPoint charter provides that CenterPoint may, at the direction of the
CenterPoint board, indemnify officers and employees of CenterPoint.

Call of Special Meetings

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 603 of the MBCA provides that special
meetings of the shareholders may be called by any of the following: (a)
the president, (b) the chairman of the board of directors, (c) a majority
of the board of directors, or (d) such other officers or persons as may
be provided by the articles of incorporation or in the bylaws. The bylaws
of Berry Dunn provide that special meetings of the shareholders shall be
held whenever the president, clerk, a majority of the board of directors,
or the holders of not less than 50% of the shares entitled to vote at the
meeting, call such meeting and give written notice. However, Section 603
of the MBCA provides that in certain circumstances holders of not less
than 10% of the shares entitled to vote at the meeting may apply to the
superior court of Maine to order a special meeting.

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. Follmer (Michigan)--Section 450.1403 of the MIBCA provides that a special
meeting may be called as provided in the bylaws. Upon application of
holders of at least 10% of the voting shares, the circuit court may order
a special meeting. The bylaws of Follmer provide that special meetings of
the shareholders may be called by the president and secretary (in
writing), by a majority of the board or by shareholders in writing owning
a majority of the capital stock.

. Grace (Missouri)--Section 351.225(3) of the MGBCL provides that special
meetings of the shareholders may be called by the board of directors or
by such other persons as are authorized in the articles of incorporation
or bylaws. The bylaws of Grace provide that special meetings may be
called by the president, the board of directors or the holders of not
less than one-fifth of all of the outstanding shares of the corporation.

. Holthouse (California)--The CUPA and organizational documents of
Holthouse do not address special meetings.

. IDA (New Jersey)--Under Section 14A:5-3 of the NJBCA, special meetings of
the shareholders may be called by the president or the board, or by such
other officers, directors or shareholders as may be provided in the
bylaws. Notwithstanding any such provision, the holders of 10% of the
shares entitled to vote may apply to the Superior Court to order a
special meeting for good cause shown. The bylaws of IDA provide that
special meetings of the shareholders, for any purpose, other than those
prescribed by statute or by the certificate of incorporation, may be
called by the president, vice president, secretary or assistant secretary
of IDA at the request of a majority of the board or at the request of
stockholders owning at least 10% of the issued and outstanding capital
stock of IDA entitled to vote.

. Mann Frankfort (Texas)--Article 2.24 of the TBCA provides that special
meetings of the shareholders may be called (i) by the president, the
board of directors or such other person(s) as may be authorized in the
articles of incorporation or bylaws, or (ii) by the holders of at least
10% of all the shares entitled to vote, unless the articles of
incorporation provide for a number of shares greater than or less than
10%, but in no event shall the articles of incorporation provide for a
number of shares greater than 50%. The bylaws of Mann Frankfort state
that special meetings of the shareholders may be called by the president
and/or the chairman of the board, but not by any other person(s).

. Reppond (Washington)--Section 23B.07.020 of the WBCA provides that a
special meeting of the shareholders may be called by a corporation's
board of directors or other persons authorized by the corporation's
articles of incorporation or bylaws, or, unless limited by the articles
of incorporation, on written demand of holders of at least 10% of all
votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. The bylaws of TRC provide that a special
meeting of the shareholders for purposes other than those regulated by
statute may be called at any time by the board upon written request of
any director or shareholder holding in the aggregate one-fifth of the
voting power of all shareholders. The bylaws of VeraSource provide that a
special meeting of the shareholders may be called at any time by the
holders of 20% of the voting shares of the corporation, or by the
president, or by a majority of the board of directors. The operating
agreement of RA provides special meetings of the members for any purposes
described in the meeting notice, may be called by a member or members
whose capital accounts, in the aggregate, are at least 10% of the total
value of all capital accounts of the members.

. Reznick (Maryland)--Section 2-502 of the MGCL provides that a special
meeting of the stockholders of a corporation may be called by: (1) the
president, (2) the board of directors, or (3) any other person specified
in the charter or bylaws. The bylaws of Reznick provide that special
meetings of the stockholders may be called by the chief executive or
president, by a majority of the stockholders or key employees or by the
operating committee by vote at a meeting or by unanimous consent in
writing without a meeting.

. Driver (Delaware/California)--Under Section 211 of the DGCL, special
meetings of stockholders may be called by the board of directors and by
such other person or persons authorized to do so by the

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corporation's certificate of incorporation or bylaws. The CCC requirements
concerning special meetings of shareholders do not apply in this context,
as they are not implicated by CCC Section 2115.

The bylaws of Driver provide that special meetings of the stockholders of
the corporation for any purpose or purposes whatsoever may be called at any
time by the board of directors, or by a committee of the board of directors
which has been duly designated by the board of directors and whose powers and
authority, as provided in a resolution of the board of directors or in these
bylaws, include the power to call such meetings, and such special meetings may
not be called by any other person or persons; provided, however, that if and to
the extent that any special meeting of stockholders may be called by any other
person or persons specified in any certificate filed under Section 151(g) of
the DGCL (or its successor state as in effect from time to time), then such
special meeting may also be called by the person or persons, in the manner, at
the times, and for the purposes so specified. Every such call shall be in
writing and shall state the purpose or purposes for which the meeting is called
and no other business shall be transacted.

. Simione (Connecticut)--The operating agreement of Simione provides that
any manager may call a meeting to consider approval of an action under
any provision of the operating agreement by delivering to each other
manager notice of the time and purpose of such meeting at least five days
before the day of such meeting.

. Urbach (New York)--Section 603 of the NYBCL provides that if there is a
failure to elect a sufficient number of directors for one month following
the date of the annual meeting or thirteen months following the formation
of the corporation or its last annual meeting, the board shall call a
special meeting for the election of directors. If no such meeting is
called or if there is a failure to elect the requisite number of
directors, holders of 10% of the voting shares may, in writing, demand
the call of a special meeting. The date of the meeting shall not be less
than 60 nor more than 90 days from the date of the written demand. The
secretary of the corporation shall give notice following receipt of the
written demand; however, if he fails to do so within five business days
thereafter, any shareholder signing the demand may give such notice. At
any such meeting called on demand of shareholders, the voting
shareholders attending the meeting shall constitute a quorum for the
purpose of electing directors, but not for the transaction of any other
business. The bylaws of Urbach provide that special meetings of the
shareholders may be called by the board or the president; they must be
called by the president or secretary at the written request of a majority
of the board or by shareholders owning a majority of the issued and
outstanding shares. The written request must state the purpose(s) of the
meeting. The business transacted at a special meeting shall be confined
to the purposes contained in the notice.

As a CenterPoint Stockholder:

Under Section 211 of the DGCL, special meetings of stockholders may be
called by the board of directors and by such other person or persons authorized
to do so by the corporation's certificate of incorporation or bylaws. Under
CenterPoint's bylaws, a special meeting of stockholders may be called only by
the CenterPoint board.

Action of Shareholders Without a Meeting

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 620 of the MBCA provides that any action
required or permitted to be taken at a meeting of the shareholders may be
taken without a meeting if written consents, setting forth the action so
taken, are signed by the holders of all outstanding shares entitled to
vote on such action and are filed with the clerk of the corporation as
part of the corporate records. Such consents have the same effect as a
unanimous vote of the shareholders.

. Follmer (Michigan)--The MIBCA provides that the articles of incorporation
may provide that any action may be taken without a meeting, if consents
in writing, setting forth the action taken, are signed by at least the
minimum number of votes that would be required at a meeting.

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. Grace (Missouri)--Section 351.273 of the MGBCL provides that any action
required by the statute to be taken at a meeting of the shareholders of a
corporation or any action which may be taken at the meeting of the
shareholders may be taken without a meeting if consents in writing,
setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
The bylaws of Grace contain consistent provisions.

. Holthouse (California)--Neither the CUPA nor the organizational documents
of Holthouse address action of shareholders without a meeting.

. IDA (New Jersey)--The NJBCA permits the shareholders of a corporation to
consent in writing to any action without a meeting if all the
shareholders entitled to vote thereon consent thereto in writing, except
that in the case of any action to be taken pursuant to Chapter 10 of the
NJBCA (Merger, Consolidation, Acquisition of All Capital Shares of a
Corporation and Sale of Assets), such action may be taken without a
meeting only if all shareholders consent thereto in writing or if all
shareholders entitled to vote thereon consent thereto in writing and the
corporation provides to all other shareholders advance notification.
Except as otherwise provided in the certificate of incorporation and this
subsection, any action required or permitted to be taken at a meeting of
shareholders, other than the annual election of directors, may be taken
without a meeting, without prior notice and without a vote, upon the
written consent of shareholders who would have been entitled to cast the
minimum number of votes which would be necessary to authorize such action
at a meeting at which all shareholders entitled to vote thereon were
present and voting. The organizational documents of IDA do not contain
provisions addressing shareholder action without a meeting.

. Mann Frankfort (Texas)--The articles of incorporation and bylaws of Mann
Frankfort provide that shareholder action may be taken without a meeting,
without prior notice and/or vote, if a written consent(s) setting forth
the action so taken, shall be signed by the holder(s) of shares not
having less than the minimum number of votes that would be necessary to
take such action.

. Reppond (Washington)--Section 23B.07.040 of the WBCA provides that
shareholder action may be taken without a meeting, only if written
consents setting forth such action are signed by all holders of
outstanding shares entitled to vote thereon. The articles of
incorporation and bylaws of TRC and VeraSource do not contain provisions
relating to shareholders action without a meeting. Under the operating
agreement of RA, any action which may be taken at a meeting of members
may be taken without a meeting by written consent signed by all the
members.

. Reznick (Maryland)--Section 2-505 of the MGCL provides that any action
required or permitted to be taken at a meeting of stockholders may be
taken without a meeting if the following are filed with the records of
stockholder meetings: (1) a unanimous written consent which sets forth
the action and is signed by each stockholder entitled to vote on the
matter; and (2) a written waiver of any right to dissent signed by each
stockholder entitled to notice of the meeting but not entitled to vote at
it. The bylaws of Reznick provide that any action required or permitted
to be taken at any meeting of stockholders may be taken without a
meeting, if a consent in writing, setting forth such action, is signed by
all the stockholders entitled to vote on the subject matter thereof and
any other stockholders entitled to notice of a meeting of stockholders
(but not to vote thereat) have waived in writing any rights which they
may have to dissent from such action, and such consent and waiver are
filed with the records of the corporation.

. Driver (Delaware/California)--The DGCL permits the stockholders of a
corporation to consent in writing to any action without a meeting, unless
the certificate of incorporation of such corporation provides otherwise;
provided such consent is signed by the stockholders having at least the
minimum number of votes required to authorize such action at a meeting.

An analogous provision to the DGCL under the CCC does not apply in this
instance, as it is not implicated by CCC Section 2115. The certificate of
incorporation and bylaws of Driver contain a prohibition that prevents Driver's
stockholders from taking any action without a meeting.

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. Simione (Connecticut)--Neither the CLLCA nor the organizational documents
of Simione address shareholder action without a meeting.

. Urbach (New York)--Section 615 of the NYBCL provides that shareholder
action may be taken without a meeting on written consent, stating the
action so taken, signed by the holders of all outstanding shares entitled
to vote.

As a CenterPoint Stockholder:

The DGCL permits the stockholders of a corporation to consent in writing to
any action without a meeting, unless the certificate of incorporation of such
corporation provides otherwise. The CenterPoint charter contains a prohibition
that prevents CenterPoint's stockholders from taking any action without a
meeting.

Shareholder Proposals

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Shareholder proposals are not addressed by the MBCA
or Berry Dunn's bylaws.

. Follmer (Michigan)--Shareholder proposals are not addressed by the MIBCA
or Follmer's bylaws.

. Grace (Missouri)--Shareholders proposals are not addressed by the MGBCL
or Grace's bylaws.

. Holthouse (California)--Shareholders proposals are not addressed by the
CUPA or the Holthouse Partnership Agreement.

. IDA (New Jersey)--Shareholders proposals are not addressed by the NJBCA
or IDA's bylaws.

. Mann Frankfort (Texas)--Shareholders proposals are not addressed by the
TBCA or Mann Frankfort's bylaws.

. Reppond (Washington)--Shareholders proposals are not addressed by the
WBCA, WLLCA or the organizational documents of TRC, VeraSource or RA.

. Reznick (Maryland)--Shareholder proposals are not addressed by the MGCL
or Reznick's bylaws.

. Driver (Delaware/California)--The bylaws of Driver provide that all
stockholder proposals for action at an annual or special meeting of
stockholders, including any nomination for a directorship, shall be
submitted in writing to the corporation not less than 150 days prior to
the date of the meeting. Such written proposal shall state with
specificity the nature of the action sought, including the form and text
of proposed resolutions, reasonable explanations of the need for the
action to be taken, and the age and business background and
qualifications of a nominee for a directorship. Whether or not a proposal
so submitted shall be presented for action at a meeting of the
stockholders shall be at the sole discretion of the board of directors.
Except as pursuant to these terms, no proposal of a stockholder may be
presented for action at any meeting of stockholders.

. Simione (Connecticut)--Shareholder proposals are not addressed by the
CLLCA or Simione's bylaws.

. Urbach (New York)--Shareholder proposals are not addressed by the NYBCL
or Urbach's bylaws.

As a CenterPoint Stockholder:

The CenterPoint bylaws provide that, to be timely, the Secretary of
CenterPoint must receive written notice at the principal executive offices of
CenterPoint between 120 and 150 days prior to the first anniversary of the date
of CenterPoint's consent solicitation or proxy statement distribution to
stockholders in connection with the previous year's election of directors or
meeting of stockholders. If no annual meeting of stockholders or election by
consent was held in the previous year, or if the date of the meeting has been
changed from the previous year's meeting date, a proposal must be received
within 10 days after the meeting date has been "publicly disclosed."

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Amendment to Charter

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 802 of the MBCA provides that a corporation
may amend its articles of incorporation, from time to time, in any and as
many respects as may be desired if its articles of incorporation, as
amended, contain only such provisions as might lawfully be contained in
original articles of incorporation. All amendments to the articles of
incorporation, aside from an enumerated few, shall be made by action of
the directors and shareholders in accordance with the following
procedure: (a) the board of directors shall adopt a resolution setting
forth the proposed amendment and submit it to the shareholders to vote
on, and (b) the proposed amendment shall be adopted upon receiving the
affirmative vote of the holders of at least a majority of all outstanding
shares entitled to vote thereon.

. Follmer (Michigan)--Section 450.1611 of the MIBCA provides that certain
amendments to the articles of incorporation may be made without
shareholder action (for example, to delete the name and address of the
initial directors or the initial registered agent). Other amendments to
the articles of incorporation must be set forth in a notice of a meeting
to all shareholders and must be approved by a majority of the
shareholders.

. Grace (Missouri)--Section 351.090 of the MGBCL provides that certain
amendments to the articles of incorporation may be made by the board
adopting a resolution setting forth the proposed amendment and directing
that it be submitted to a vote at a meeting of shareholders or the
proposed amendment may be directly submitted to the shareholders without
adoption by the board. Each shareholder shall be given notice setting
forth the proposed amendment. Generally, the proposed amendment shall be
adopted upon receiving the affirmative vote of a majority of the
outstanding shares entitled to vote thereon, unless any class of shares
is entitled to vote thereon as a class, in which event the proposed
amendment shall be adopted upon receiving the affirmative vote of a
majority of the outstanding shares of each class of shares entitled to
vote thereon as a class and of the total shares entitled to vote thereon.
Neither the bylaws nor the articles of incorporation of Grace contain
provisions relating to amendments to the charter.

. Holthouse (California)--The Holthouse Partnership Agreement provides that
such agreement may be amended by a vote of more than one-half of the
partners (except for those provisions requiring approval of more than
one-half of the partners).

. IDA (New Jersey)--Under Section 14A:9-2 of the NJBCA, the charter of a
corporation may be amended, generally, by board approval, notice to
shareholders of the proposed changes and summary of the changes to
shareholders, and approval by a majority of the shareholders entitled to
vote thereon, and, in addition, if any class or series of shares is
entitled to vote thereon as a class, the affirmative vote of a majority
of the votes cast in each class. The voting requirements are subject to
such greater requirements as are provided for in the NJBCA for specific
amendments, or as may be provided for in the certificate of
incorporation. Additionally, amending the charter to effect certain
actions, such as mergers, requires additional steps. The organizational
documents of IDA do not contain provisions addressing charter amendments.

. Mann Frankfort (Texas)--Article 4.01 of the TBCA provides that a
corporation may amend its articles of incorporation in any and as many
respects as may be desired, so long as its articles of incorporation, as
amended, contain only such provisions as might be lawfully contained in
the original articles of incorporation at the time of making of such
amendment, and, if a change in shares or the rights of shareholders, or
an exchange, reclassification, or cancellation of shares or rights of
shareholders is to be made, such provisions as may be necessary to effect
such change, exchange, reclassification or cancellation. Article 4.01 of
the TBCA further provides that a shareholder of a corporation does not
have a vested property right resulting from any provision in the articles
of incorporation, including provisions relating to management, control,
capital structure, dividend

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entitlement, purpose or duration of the corporation. The articles of
incorporation of Mann Frankfort provide that no amendment of the articles
of incorporation shall have the effect of modifying any provision of the
bylaws contractually requiring unanimity (or other level) of shareholder
consent to the amendment thereof.

. Reppond (Washington)--Section 23B.10.20 of the WBCA authorizes a
corporation's board of directors to make various changes of an
administrative nature to the corporation's articles of incorporation
without shareholder action. Such changes include a change to the
corporate name, changes to the number of outstanding shares in order to
effectuate a stock split or stock dividend in the corporation's shares
and changes to or elimination of provisions with respect to the par value
of the corporation's stock. Section 23B.10.030 of the WBCA requires that
other amendments to a corporation's articles of incorporation must be
recommended to the shareholders by the board of directors, unless the
board determines that, because of a conflict of interest or other special
circumstances, it should make no recommendation and communicates the
basis for its determination to the shareholders. Such amendments must be
approved by each voting group entitled to vote thereon by a majority of
all the votes entitled to be cast by that voting group, unless another
proportion is specified in the articles of incorporation, by the board of
directors as a condition to its recommendation, or by the provisions of
the WBCA. Section 25.15.075 of the WLLCA provides that a certificate of
formation may be amended by a member or manager on behalf of the limited
liability company. The organizational documents of TRC, VeraSource and RA
do not address amendment to charter.

. Reznick (Maryland)--Under Section 4-203 of the MCC, the charter of a
close corporation may be amended to remove the statement of election to
be a close corporation, but only by the affirmative vote of every
stockholder. Neither the articles of incorporation nor the bylaws of
Reznick address amendment to charter.

. Driver (Delaware/California)--Under the DGCL, the charter of a
corporation may be amended by resolution of the board of directors and
the affirmative vote of the holders of a majority of the outstanding
shares of voting stock entitled to vote thereon. With respect to any
amendment to the charter of a corporation that would adversely affect a
particular class or series of stock, the DGCL requires the separate
approval by the holders of the affected class or series of stock, voting
together as a single class.

The CCC provisions concerning amendment to a corporation's articles of
incorporation are not implicated in this context by CCC Section 2115.

The certificate of incorporation of Driver provides that it may be amended
in any manner now or hereafter prescribed by statute, and all rights conferred
on stockholders herein are subject to this reservation. However, Article VIII
(dealing with board authority to amendment of bylaws), Article X (dealing with
amendment of bylaws), Article XI (dealing with authorizing board members to
fill board vacancies), Article XII (dealing with removal of directors), Article
XIII (dealing with transacting business of stockholders' annual and special
meetings), Article XIV (dealing with special meetings) and Article XV (dealing
with amending articles) may not be repealed or amended in any respect unless
such repeal or amendment is approved by the affirmative vote of the holders of
not less than 67% of the total voting power of all outstanding securities
entitled to vote generally in the election of directors of the corporation,
together as a single class.

. Simione (Connecticut)--Under Section 34-122 of the CLLCA, the articles of
organization may be amended in any and as many respects as may be
desired, so long as the articles of organization as amended contain only
provisions that may be lawfully contained in articles of organization at
the time of making the amendment. Unless the articles of organization
provide otherwise, the articles of organization may be amended by a vote
of a majority in interest of the members. Simione's articles of
organization do not address amendment to charter.

. Urbach (New York)--Under Section 801 of the NYBCL, a corporation may
amend its certificate of incorporation in any and as many respects as may
be desired, if such amendment contains only such

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provisions that may be lawfully contained in the original certificate of
incorporation. Section 803 of the NYBCL provides that an amendment to the
certificate of incorporation may be authorized by vote of the board,
followed by a vote of the holders of a majority of all outstanding shares
entitled to vote. The board may authorize the following changes: (i)
specify or change the location of the corporation's office, (ii) specify
or change the post office address to which the secretary shall mail a copy
of any process against the corporation served upon him, and (iii) to make,
revoke or change the designation of a registered agent, or to specify or
change the address of its registered agent.

As a CenterPoint Stockholder:

Under the DGCL, the charter of a corporation may be amended by resolution of
the board of directors and the affirmative vote of the holders of a majority of
the outstanding shares of voting stock then entitled to vote. The DGCL also
permits a corporation to make provision in its certificate of incorporation
requiring a greater proportion of the voting power to approve a specified
amendment. Any amendment to the charter of a corporation that adversely affects
a particular class or series of stock requires the separate approval of the
holders of the affected class or series of stock. Any amendment to the
CenterPoint charter relating to the creation of a classified board of directors
or affecting the prohibition on stockholder action by written consent requires
the approval of 80% of the outstanding shares of voting capital stock of
CenterPoint.

Amendment to Bylaws

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 601 of the MBCA provides that unless
otherwise provided in the articles of incorporation, either the board of
directors or the holders of shares entitled to vote to elect directors
may amend or repeal the bylaws or adopt new bylaws. The articles of
incorporation may exclusively vest in the directors or the shareholders,
or a combination of the foregoing, the power to adopt, amend and repeal
the bylaws generally or a particular bylaw or class of bylaws. The bylaws
provide that the board of directors, by affirmative vote of more than
two-thirds of the board members, ratified by affirmative vote of more
than two-thirds of all shareholders may amend, alter or repeal the
bylaws.

. Follmer (Michigan)--The bylaws of Follmer provide that the shareholders
or the board may alter, amend, add to or repeal the bylaws.

. Grace (Missouri)--Section 351.290 of the MGBCL provides that the power to
alter, amend, or repeal the bylaws of the corporation shall be vested in
the shareholders, unless and to the extent that such power may be vested
in the board by the articles of incorporation. The articles of
incorporation of Grace state that the power to make, alter, or amend or
repeal the bylaws of the corporation is vested in the board of directors.

. Holthouse (California)--The CUPA and organizational documents of
Holthouse do not address amendment to the bylaws.

. IDA (New Jersey)--Section 14A:2-9 of the NJBCA provides that the bylaws
of a corporation may be altered by the board, unless such power is
reserved to the shareholders in the certificate of incorporation. Any
bylaws made by the board may be amended by the shareholders, and the
shareholders may prescribe in the bylaws that any bylaw made by them
shall not be altered or repealed by the board. The bylaws of IDA provide
that the bylaws may be amended either by the affirmative vote of a
majority of the shareholders at an annual or special meeting at which a
quorum is present, or by a majority of the whole board, at a regular or
special meeting, provided that notice of the proposal to amend the bylaws
be included in the notice of such meeting of the board or shareholders.
Bylaws made or amended by the board may be altered, amended or repealed
by the shareholders.

. Mann Frankfort (Texas)--The articles of incorporation of Mann Frankfort
provide that the bylaws may be amended or repealed only by the vote of
the requisite number of the shareholders as may be

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provided for in the bylaws themselves; provided, however, that no
amendment of the bylaws shall have the effect of modifying any provision
of the bylaws contractually requiring unanimity (or other level) of
shareholder consent to the amendment thereof. The bylaws of Mann Frankfort
state that, except for those provisions requiring unanimous consent, the
bylaws may be amended only by the affirmative vote of those shareholders
owning at least 66 % of the outstanding shares.

. Reppond (Washington)--Section 23B.10.200 of the WBCA provides that a
corporation's board of directors may amend or repeal the corporation's
bylaws, or adopt new bylaws, unless limited by the corporation's articles
of incorporation or bylaws. A corporation's shareholders may amend or
repeal the corporation's bylaws or adopt new bylaws, even though the
bylaws may also be amended or repealed, or new bylaws may also be
adopted, by its board of directors. The bylaws of TRC provide that the
bylaws may be altered, amended or repealed by the affirmative vote of a
majority of the voting stock issued and outstanding at any regular or
special meeting of the shareholders if the notice of such meeting
contains a statement of the proposed alteration, amendment, or repeal;
provided, however, that no change of the time or place for the election
of directors shall be made within 30 days before the day on which such
election is to be held, and that in chase of any change of such time or
place, notice thereof shall be given to each shareholder entitled to
vote, at least 10 days before the election is to be held. Pursuant to the
bylaws of TRC, the board of directors also have the power to make, alter
and repeal bylaws additional and supplementary to the current bylaws in
effect, and not inconsistent with any of the same, but any such
additional or supplementary bylaws may be altered or released by the
holders of a majority of the stock entitled to vote. The bylaws of
VeraSource provide that the bylaws may be altered, amended or repealed by
the affirmative vote of a majority of the voting stock issued and
outstanding at any regular or special meeting of the shareholders if the
notice of such meeting contains a statement of the proposed alteration,
amendment, or repeal, provided, however, that no change of the time or
place for the election of directors shall be made within 30 days before
the day on which such election is to be held, and that in chase of any
change of such time or place, notice thereof shall be given to each
shareholder entitled to vote, at least 10 days before the election is to
be held.

The WLLCA provides that a majority of vote by the members is necessary to
amend the limited liability company operating agreement. The operating
agreement of RA provides that it may be amended by a vote or written consent of
at least 66-2/3% of the units in RA owned by the members.

. Reznick (Maryland)--Section 2-109 of the MGCL provides that the power to
adopt, alter, and repeal the bylaws of the corporation is vested in the
stockholders except to the extent that the charter or bylaws vest it in
the board of directors. The bylaws of Reznick provide that three-quarters
(3/4) majority vote of the key employees (each shareholder and each non-
shareholder officer) shall be required before Reznick may amend the
bylaws of the corporation.

. Driver (Delaware/California)--Section 109 of the DGCL provides that the
power to adopt, amend or repeal bylaws shall be in the stockholders
entitled to vote, provided that a corporation may, in its certificate of
incorporation, confer such powers on the board of directors.

The CCC provisions holding that an amendment to the bylaws reducing the
minimum number of directors below five cannot be adopted if the votes against
the amendment exceed 16 % of the outstanding shares entitled to vote thereon
are not applicable in this instance, as they are not implicated by CCC Section
2115.

The certificate of incorporation of Driver provides that the board of
directors is expressly authorized to adopt, repeal, alter, amend and rescind
the bylaws of the corporation by majority vote of the entire board of
directors.

. Simione (Connecticut)--The operating agreement of Simione provides that
it may not be amended except with the approval of all of the managers.

. Urbach (New York)--The bylaws of Urbach provide that the bylaws may be
amended, repealed or adopted by vote of the holders of the shares
entitled to vote in the election of directors. The bylaws may

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also be amended, repealed or adopted by the board, but any such bylaw
change may be amended by the shareholders entitled to vote thereon. If any
by-law regulating the impending election of the directors is adopted,
amended or repealed by the board, this change should be in the notice of
the next meeting of shareholders for the election of directors.

As a CenterPoint Stockholder:

Section 109 of the DGCL provides that the power to adopt, amend or repeal
bylaws shall be in the stockholders entitled to vote. A corporation may, in its
certificate of incorporation, confer such powers on the board of directors.
Under the CenterPoint charter, the CenterPoint board is expressly authorized to
make, alter, amend or repeal the bylaws of CenterPoint. If such action is to be
taken by stockholders, the affirmative vote of 66 2/3% of the total votes
eligible to be cast by stockholders is required.

Conflict of Interest

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 717 of the MBCA and the bylaws of Berry Dunn
provide that no transaction in which a director or officer has a personal
or adverse interest (as that term is defined in the MBCA) shall be void
or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the board of
directors or committee thereof which approves such transaction, or
because his vote is counted if: (a) the material facts as to his interest
and as to the transaction are disclosed or known by the board of
directors or the committee and the board ratifies the transaction by a
vote sufficient for such purpose without counting the vote of the
interested director(s) or if (b) although the vote of the interested
director(s) is decisive of approval or disapproval, the material facts
are disclosed or known to the shareholders, and the transaction is
specifically approved by the vote of the shareholders, whether or not the
votes of interested shareholders are necessary for such approval; or if
(c) although (a) and (b) have not been satisfied, the transaction is fair
and equitable at the time it is authorized or approved and the party
asserting fairness establishes such.

. Follmer (Michigan)--Section 450.1545a of the MIBCA states that a
transaction in which a director or officer is determined to have an
interest shall not, because of the interest, be enjoined, set aside, or
give rise to an award of damages or other sanctions in a proceeding by a
shareholder or in the right of the corporation, if the person interested
in the transaction establishes any of the following: (1) the transaction
was fair to the corporation at the time entered into; (2) the material
facts of the transaction and the director's or officer's interest were
disclosed or known to the board, a committee of the board, or the
independent director or directors, and the board, committee, or
independent director or directors authorized, approved or ratified the
transaction; or (3) the material facts of the transaction and the
director's or officer's interest were disclosed or known to the
shareholders entitled to vote and they authorized, approved or ratified
the transaction. The organizational documents of Follmer do not address
conflict of interest.

. Grace (Missouri)--Section 351.327 of the MGBCL provides that no contract
or transaction between a corporation or one or more of its directors, or
between a corporation and any other corporation, partnership, association
or other organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the directors or
officers are present at or participating in the meeting or the committee
thereof which authorizes the contract or transaction, or solely because
his or their votes are counted for such purpose if: (1) the material
facts as to its relationship or interest in or as to the contract or
transaction are disclosed or are known to the board of directors or
committee and the board of directors or committee in good faith
authorizes the contract or transaction by the affirmative vote of the
majority of the disinterested directors even though the disinterested
directors may be less than a quorum; or (2) the material facts as to its
relationship or interest as to the contract or transaction are disclosed
or known to the shareholders entitled to vote thereon, and the contract
or transaction is specifically

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approved in good faith by the vote of the shareholders; or (3) the
contract or transaction is fair as to the corporation as of the time it is
authorized or approved by the board of directors, a committee thereof or
the shareholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of
directors or a committee which authorizes the contract or transaction.
Neither the bylaws nor the articles of incorporation of Grace contain
provisions relating to conflict of interest.

. Holthouse (California)--The CUPA and organizational documents of
Holthouse do not address conflict of interest.

. IDA (New Jersey)--Section 14A:6-8 of the NJBCA provides that no contract
between a corporation and one or more of its directors or between the
corporation and another corporation, firm or association in which a
director is also a director or otherwise interested shall be void solely
because of such interested director or because such director was present
at the meeting authorizing the transaction if one of the following is
true: (a) the contract or transaction is fair or reasonable to the
corporation at the time it is approved or ratified, (b) the fact of
common directorship or interest is disclosed or known to the board or
committee who authorizes or ratifies the contract or transaction by
unanimous written consent, provided at least one director so consenting
is disinterested, or by affirmative vote of a majority of the
disinterested directors, though less than a quorum, or (c) the fact of
common directorship or interest is disclosed or known to the
shareholders, and they authorize the contract or transaction. Interested
directors may be counted in determining the presence of a quorum at a
board or committee meeting authorizing an interested director
transaction. The organizational documents of IDA do not contain
provisions addressing conflicts of interest for directors or officers.

. Mann Frankfort (Texas)--Article 2.35-1 of the TBCA provides that an
otherwise valid contract or transaction between a corporation and a
director or officer, or between a corporation and any other corporation
or entity in which a director or officer has a financial interest, shall
be valid notwithstanding whether such director or officer participates in
the meeting at which the contract or transaction is authorized, or solely
because his votes are counted for such purpose, if any of the following
is satisfied: (i) the material facts as to the relationship and as to the
contract or transaction are disclosed to the board of directors or
committee, and the board or committee in good faith authorizes the
contract or transaction by the affirmative vote and a majority of
disinterested directors, even though the disinterested directors be less
than a quorum; (ii) the material facts as to the relationship and as to
the contract or transaction are disclosed to the shareholders entitled to
vote thereon, and such contract or transaction is specifically approved
in good faith by the shareholders; or (iii) the contract or transaction
is fair as to the corporation as of the time it is authorized, approved
or ratified by the board, a committee or the shareholders. Interested
directors may be counted in determining a quorum at a meeting of the
board or committee which authorizes the contract or transactions. Mann
Frankfort's Agreement of Shareholders provides that each shareholder
shall devote all of his time, knowledge and skill to the business and
affairs of the corporation.

. Reppond (Washington)--The WBCA provides that a director's conflicting
interest transaction may not be enjoined, set aside or give rise to an
award of damages or other sanctions because the director or any person
with whom the director has a personal, economic, or other association,
has an interest in the transaction, if: (i) after the required
disclosure, the transaction received the affirmative vote of a majority
of those disinterested directors on the board of directors, (ii) the
transaction received the affirmative vote of a majority of the shares
held by disinterested shareholders, or (iii) the transaction, judged
according to the circumstances at the time of commitment, is established
to have been fair to the corporation. The WLLCA and organizational
documents of TRC, VeraSource and RA do not address conflict of interest.

. Reznick (Maryland)--Section 2-419 of the MGCL provides that interested
director transactions (in our case, interested shareholder transactions)
are not void per se. The fact of the common interest must be disclosed or
known by the stockholders entitled to vote, and the contract or
transaction needs to be

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approved or ratified by a majority of the votes cast by stockholders
entitled to vote other than the votes of shares owned by the interested
director (shareholder). The Reznick shareholders' agreement provides that
each key employee agrees to devote his best efforts and full business time
to rendering professional services in the corporation's certified public
accounting and business consulting practice on behalf of the corporation.

. Driver (Delaware/California)--Under the DGCL, certain contracts or
transactions in which one or more of a corporation's directors has an
interest are not void or voidable because of such interest, provided that
certain conditions, such as obtaining the required approval and
fulfilling the requirements of good faith and full disclosure are met.
The DGCL requires that the shareholders or the disinterested directors
must approve any such contract or transaction after the full disclosure
of material facts, and the contract or transaction must have been fair as
to the corporation at the time it was approved. Analogous provisions
under the CCC are not implicated by CCC Section 2115. Also under the
DGCL, if board approval is sought, the contract or transactions must be
approved by a majority of the disinterested directors (even though less
than a quorum).

The certificate of incorporation and bylaws of Driver do not address
conflict of interest.

. Simione (Connecticut)--The operating agreement of Simione provides that
each member shall devote such member's full professional time and such
member's best efforts to serving the company and its clients in a
professional manner. No member shall, while a member of the company,
directly or indirectly engage in activities which are competitive with
the business and affairs of the company. Except upon the prior written
approval of the company, no member shall, while a member of the company,
directly or indirectly engage in any commercial duties or pursuits
whatsoever, other than as a member of the company; provided, however,
that no member shall be prohibited from trading in and/or passively
holding stocks, bonds, securities, real estate, commodities, or other
forms of investment so long as such investment will not require the
rendition of any services by such member.

. Urbach (New York)--The Urbach master agreement provides that each
shareholder shall devote his entire professional time to the practice of
accountancy for Urbach.

As a CenterPoint Stockholder:

The CenterPoint bylaws provide that no contract entered into between
CenterPoint and one or more of its directors or officers or between CenterPoint
and any other organization in which one or more of its directors or officers
are directors or officers, or have a financial interest, shall be void or
voidable solely because the director or officer is present or participates in a
meeting which authorizes the contractor or transaction, or solely because his
or her votes are counted for such purpose, if:

(a) the director or officer's relationship or interest in the contract
or transaction is disclosed to the disinterested directors, and the
disinterested directors authorize the contract or transaction in good
faith;

(b) the material facts as to the director or officer's relationship or
interest in the contract are disclosed to the stockholders then entitled to
vote, and the contract is approved in good faith by the vote of the
stockholders; or

(c) the contract is fair to the corporation as of the time it is
authorized by the board of directors or by the stockholders.

Business Combinations; Antitakeover Effects

As a CenterPoint Company Security Holder:

. Berry Dunn (Maine)--Section 611-A of the MBCA provides that
notwithstanding anything to the contrary in the MBCA, except Subsection 2
of Section 611-A, no domestic corporation may engage in any business
combination (generally, any merger, consolidation, sale, lease or other
such transaction

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involving the interested shareholder or an affiliate or associate thereof,
as the other party) for a period of five years following an interested
stockholder's stock acquisition date unless that business combination is:
(a) approved by the board of directors of that domestic corporation prior
to that interested stockholder's stock acquisition date; or (b) approved
subsequent to that interested stockholder's stock acquisition date, by the
board of directors of the corporation and authorized by the affirmative
vote, at a meeting called for that purpose, of at least a majority of the
outstanding voting stock not beneficially owned by that interested
stockholder or any affiliate or associate of that interested stockholder
or by persons who are either directors or officers and also employees of
that domestic corporation.

. Follmer (Michigan)--Antitakeover provisions are not addressed in the
MIBCA.

. Grace (Missouri)--Antitakeover provisions are not addressed in the MGBCL.

. Holthouse (California)--Antitakeover provisions are not addressed in the
CUPA.

. IDA (New Jersey)--Section 14A:10A-4 of the NJBCA provides that
notwithstanding anything to the contrary contained in the NJBCA and
except for Section 14A:10A-6 of the NJBCA, no resident domestic
corporation shall engage in any business combination (i.e., merger,
consolidation, sale, lease or other disposition, etc.) with any
interested stockholder (i.e., beneficial owner of 10% or more of the
corporation's voting power) of that resident domestic stock corporation
for five years following that interested stockholder's stock acquisition
date unless such business combination is approved by the board prior to
that interested stockholder's stock acquisition date. In addition,
Section 14A:10A-5 provides that, except as provided in section 6, no
resident domestic corporation shall engage in any business combination
with any interested stockholder of that resident domestic corporation
other than a business combination specified in subsection a, b or c (the
satisfaction of one subsection being sufficient):

a. a business combination approved by the board prior to the interested
stockholder's stock acquisition date;

b. a business combination approved by the affirmative vote of the
holders of two-thirds of the voting stock not beneficially owned by that
interested stockholder at a meeting called for such purpose; or

c. a business combination that meets all of the following conditions:

(1) the aggregate amount of the cash and the market value, as of the
consummation date, of consideration other than cash to be received per
share by holders of outstanding shares of common stock of that resident
domestic corporation in that business combination is at least equal to
the higher of the following:

(a) the highest per share price paid by that interested
stockholder for any shares of common stock of the same class or
series acquired by it (i) within the five year period immediately
prior to the announcement date with respect to that business
combination, or (ii) within the five year period immediately prior
to, or in, the transaction in which the interested stockholder
became an interested stockholder, whichever is higher, plus, in
either case, interest compounded annually, less the aggregate amount
of any cash dividends paid, and the market value of any dividends
paid other than in cash, per share of common stock since that
earliest date, up to the amount of that interest; and

(b) the market value per share of common stock on the
announcement date with respect to that business combination or on
that interested stockholder's stock acquisition date, whichever is
higher, plus interest compounded annually, less the aggregate amount
of any cash dividends paid, and the market value of any dividends
paid other than in cash, per share of common stock since that
earliest date, up to the amount of that interest;

(2) the aggregate amount of the cash and the market value as of the
consummation date of consideration other than cash to be received per
share by holders of outstanding shares of any class or

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series of stock, other than common stock, of that resident domestic
corporation is at least equal to the highest of the following (whether
or not that interested stockholder has previously acquired any shares
of that class or series of stock):

(a) the highest per share price paid by that interested
stockholder for any shares of that class or series of stock acquired
by it (i) within the five year period immediately prior to the
announcement date with respect to that business combination, or (ii)
within the five year period immediately prior to, or in, the
transaction in which the interested stockholder became an interested
stockholder, whichever is higher, plus, in either case, interest
compounded annually, less the aggregate amount of any cash dividends
paid, and the market value of any dividends paid other than in cash,
per share of common stock since that earliest date, up to the amount
of that interest; and

(b) the highest preferential amount per share to which the
holders of shares of that class or series of stock are entitled in
the event of any liquidation, dissolution or winding up of that
resident domestic corporation, plus the aggregate amount of any
dividends declared or due as to which those holders are entitled
prior to payment of dividends on some other class or series of
stock; and

(c) the market value per share of that class or series of stock
on the announcement date with respect to that business combination
or on that interested stockholder's stock acquisition date,
whichever is higher, plus interest compounded annually, less the
aggregate amount of any cash dividends paid, and the market value of
any dividends paid other than in cash, per share of common stock
since that earliest date, up to the amount of that interest.

(3) the consideration to be received by holders of a particular
class or series of outstanding stock (including common stock) of that
resident domestic corporation in that business combination is in cash
or in the same form as the interested stockholder has used to acquire
the largest number of shares of that class or series of stock
previously acquired by it;

(4) the holders of all outstanding shares of stock of that resident
domestic corporation not beneficially owned by that interested
stockholder immediately prior to the consummation of that business
combination are entitled to receive in that business combination cash
or other consideration for those shares in compliance with paragraphs
(1), (2) and (3) of this subsection; and

(5) after that interested stockholder's stock acquisition date and
prior to the consummation date with respect to that business
combination, that interested stockholder has not become the beneficial
owner of any additional shares of stock of that resident domestic
corporation, except: (a) as part of the transaction which resulted in
that interested stockholder becoming an interested stockholder, (b) by
virtue of proportionate stock splits, stock dividends or other
distributions of stock in respect of stock not constituting a business
combination under paragraph (5) of subsection e. of section 2 of the
act, (c) through a business combination meeting all the conditions of
paragraph (3) and this paragraph, or (d) through purchase by that
interested stockholder at any price which, if that price had been paid
in an otherwise permissible business combination, the announcement and
consummation date of which were the date of that purchase, would have
satisfied the requirements of paragraphs (1), (2) and (3) of this
subsection.

Section 14A:10A-6 of the NJBCA provides that unless the certificate of
incorporation provides otherwise, the provisions of the act shall not apply to
any business combination of a resident domestic corporation with an interested
stockholder if the corporation did not have a class of voting stock registered
or traded on a national securities exchange or registered with the SEC on that
interested stockholder's stock acquisition date. The organizational documents
of IDA do not contain antitakeover provisions.

. Mann Frankfort (Texas)--Antitakeover provisions are not addressed in the
TBCA.

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. Reppond (Washington)--The WBCA imposes restrictions on certain
transactions between a corporation and certain significant shareholders.
The WBCA prohibits a "target corporation" from engaging in certain
"significant business transactions" with a person or group of persons
that beneficially owns 10% or more of the voting securities of a target
corporation for a period of five years after the acquisition of such
securities. This prohibition does not apply if transaction or acquisition
of shares is approved by a majority of the members of the target
corporation's board of directors prior to the date of the acquisition.
Significant business transactions with an acquiring person includes among
other things, a merger or consolidation, disposition of assets or
issuance or redemption of stock. The WLLCA and organizational documents
of TRC, VeraSource and RA, do not contain antitakeover provisions.

. Reznick (Maryland)--Section 4-601 of the MCC provides that approval of a
proposed consolidation or merger, transfer of its assets, or an
acquisition of its stock in a share exchange requires the affirmative
vote of every stockholder of the corporation. The Reznick shareholders
agreement provides that notwithstanding the MCC, the parties to the
agreement believe that it is equitable and in each of their best
interests to require only a 75% majority to approve a merger, liquidate
its assets, or discontinue its corporate existence.

. Driver (Delaware/California)--Section 203 of the DGCL prohibits, in
general, a publicly held Delaware corporation from engaging, under
certain circumstances and subject to certain exceptions, in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person becomes an
interested stockholder, unless either (i) prior to the date at which the
person becomes an interested stockholder, the board of directors approves
the transaction or business combination which results in the stockholder
becoming an interested stockholder; (ii) upon consummation of the
transaction which results in the stockholder becoming an interested
stockholder, the stockholder acquires more than eighty five percent (85%)
of the outstanding shares of voting capital stock of the corporation
(excluding shares held by directors who are officers or held in certain
employee stock plans); or (iii) the business combination is approved by
the board of directors and by holders of two-thirds of the outstanding
voting capital stock of the corporation (excluding shares held by the
interested stockholder) at a meeting of stockholders (and not by written
consent). An "interested stockholder" is a person (other than the
corporation or a majority-owned subsidiary of such corporation), who,
together with affiliates and associates, owns (or at any time within the
prior three years did own) fifteen percent (15%) or more of the
corporation's outstanding voting capital stock, subject to certain
exceptions. Section 203 of the DGCL defines a "business combination" to
include, without limitation, mergers, consolidations, stock sales and
asset-based transactions and other transactions resulting in a financial
benefit to the interested stockholder.

The articles of incorporation and bylaws of Driver do not contain any
provisions which modify Section 203 of the DGCL.

. Simione (Connecticut)--Antitakeover provisions are not addressed in the
CLLCA.

. Urbach (New York)--Section 912 of the NYBCL prohibits a domestic
corporation from engaging in any business combination with any interested
shareholder of such corporation for a period of five years following such
interested shareholder's stock acquisition date unless such business
combination or the purchase of stock made by such interested shareholder
on such interested shareholder's acquisition date is approved by the
board of directors of such corporation prior to such interested
shareholder's stock acquisition date. Notwithstanding the foregoing,
Section 912 of the NYBCL further prohibits a domestic corporation from
engaging at any time in any business combination with any interested
shareholder other than a business combination specified as follows: (1) a
business combination approved by the board of directors of such
corporation prior to such interested shareholder's stock acquisition
date, or where the purchase of stock made by such interested shareholder
on such interested shareholder's stock acquisition date had been approved
by the board of directors of such corporation prior to such interested
shareholder's stock acquisition date, (2) a business combination approved
by the affirmative vote of the

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holders of a majority of the outstanding voting stock not beneficially
owned by such interested shareholder or any affiliate or associate of such
interested shareholder at a meeting called for such purpose no earlier
than five years after such interested shareholder's stock acquisition
date, and (3) a business combination that meets specific market value
criteria. An "interested shareholder" is (1) the beneficial owner,
directly or indirectly, of 20% or more of the outstanding voting stock of
such corporation, or (2) an affiliate or associate of such corporation and
at any time within the five-year period immediately prior to the date in
question was the beneficial owner, directly or indirectly, of 20% or more
of the then outstanding voting stock of such corporation.

As a CenterPoint Stockholder:

Section 203 of the DGCL generally prohibits a publicly held corporation from
engaging in a "business combination" with an "interested stockholder" for three
years after the date the person becomes an interested stockholder, unless
either:

(a) prior to the date at which the person becomes an interested
stockholder, the board of directors approves the transaction or business
combination which results in the stockholder becoming an interested
stockholder;

(b) upon consummation of the transaction which results in the
stockholder becoming an interested stockholder, the stockholder acquires
more than 85% of the outstanding shares of voting capital stock of the
corporation (excluding shares held by directors who are officers or held in
certain employee stock plans); or

(c) the business combination is approved by the board of directors and
by holders of two-thirds of the outstanding voting capital stock of the
corporation (excluding shares held by the interested stockholder) at a
meeting of stockholders (and not by written consent).

An "interested stockholder" is a person (other than the corporation or a
majority-owned subsidiary of the corporation), who, together with affiliates
and associates, owns (or at any time within the prior three years did own) 15%
or more of the corporation's outstanding voting capital stock, subject to
certain exceptions. Section 203 of the DGCL defines a "business combination" to
include, without limitation, mergers, consolidations, stock sales and asset-
based transactions and other transactions resulting in a financial benefit to
the interested stockholder.

Except as described above under "Conflict of Interest," neither the
CenterPoint charter nor bylaws contain any provision that modifies Section 203
of the DGCL.

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SECURITY OWNERSHIP OF MANAGEMENT AND
PRINCIPAL STOCKHOLDERS OF CENTERPOINT

The following lists information with respect to the beneficial ownership of
the common stock by (1) each person known by CenterPoint to own beneficially
more than 5% of the outstanding shares of common stock; (2) each director and
person who will become a director upon completion of the offering; (3)
CenterPoint's executive officers and (4) all executive officers and directors
as a group. The information in the following table assumes the Mergers have
been completed.

<TABLE>
<CAPTION>
Percentage Owned
---------------------
Name and Address of Beneficial Owners(1) Shares Before IPO After IPO
- --------------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
CPA Holdings LLC(2)..........................
Reznick, Fedder & Silverman, C.P.A.s,
L.L.C(3)....................................
FRF Holdings, LLC(4).........................
Robert C. Basten.............................
DeAnn L. Brunts..............................
Rondol E. Eagle..............................
Dennis W. Bikun..............................
David Reznick(5).............................
Thomas W. Corbett............................
Richard H. Stein(6)..........................
Anthony P. Frabotta(7).......................
Charles H. Roscoe............................
Steven N. Fischer............................
Robert F. Gallo..............................
Wayne J. Grace...............................
Philip J. Holthouse..........................
Anthony P. Scillia...........................
Scott H. Lang(2)(8)(9).......................
Louis C. Fornetti(9).........................
William J. Lynch(9)..........................
All directors and executive officers as a
group (17 persons)..........................
</TABLE>
- --------
* Less than 1.0%.
(1) Unless otherwise indicated, the address of the beneficial owners is c/o
CenterPoint Advisors, Inc., 225 W. Washington Street, 16th Floor, Chicago,
Illinois 60606.
(2) The address of each of CPA Holdings and Mr. Lang is 225 W. Washington
Street, 16th Floor, Chicago, Illinois 60606.
(3) The address of Reznick, Fedder & Silverman, C.P.A.s, L.L.C. is 4520 East
West Highway, Bethesda, Maryland 20814.
(4) The address of FRF Holdings, LLC is 26200 American Drive, Southfield,
Michigan 48086.
(5) Includes shares owned by Reznick, Fedder & Silverman, C.P.A.s, L.L.C.
Mr. Reznick is a member of its operating committee. Mr. Reznick disclaims
beneficial ownership of the shares held by Reznick, Fedder & Silverman,
C.P.A.s, L.L.C. except to the extent of his pecuniary interest therein.
(6) Includes shares owned by MFSL Investments, L.P. Mr. Stein is one of
the managing members of MFSL GP, L.L.C. which is the general partner of
MFSL Investments, L.P. Mr. Stein disclaims beneficial ownership of the
shares held by MFSL Investments, L.P. except to the extent of his pecuniary
interest therein.
(7) Includes shares owned by FRF Holdings, LLC. Mr. Frabotta is one of
the managing members of FRF Holdings, LLC. Mr. Frabotta disclaims
beneficial ownership of the shares held by FRF Holdings, LLC except to the
extent of his pecuniary interest therein.
(8) Includes shares held by CPA Holdings LLC. Mr. Lang is a managing
member of BGL Management Company, which is the managing member of BGL
Capital, which is the managing member

141
<PAGE>

of CPA Holdings LLC. CPA Holdings LLC intends to distribute its shares of
common stock to its members following the completion of the IPO. Mr. Lang
disclaims beneficial ownership of the shares held by CPA Holdings LLC except
to the extent of his pecuniary interest therein.
(9) Includes 15,000 shares of common stock issuable upon the exercise of
options which will be granted and vest upon completion of the IPO.

EXPERTS

The following financial statements included in this prospectus have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting:

. the financial statements of CenterPoint Advisors, Inc. as of December 31,
1998 and for the period from November 9, 1998 (inception date) through
December 31, 1998;

. the consolidated financial statements of Reznick Fedder & Silverman, P.C.
as of September 30, 1997 and 1998 and for each of the three years in the
period ended September 30, 1998;

. the consolidated financial statements of Robert F. Driver Co., Inc. as of
July 31, 1998 and for the year ended July 31, 1998;

. the financial statements of Mann Frankfort Stein & Lipp, P.C. as of
December 31, 1997 and 1998 and for each of the three years in the period
ended December 31, 1998;

. the consolidated financial statements of Follmer, Rudzewicz & Company,
P.C. as of May 31, 1997 and 1998 and for each of the three years in the
period ended May 31, 1998;

. the consolidated financial statements of Berry, Dunn, McNeil & Parker,
Chartered as of June 30, 1997 and 1998 and for each of the three years in
the period ended June 30, 1998;

. the financial statements of Urbach Kahn & Werlin PC as of October 31,
1997 and 1998 and for each of the two years in the period ended October
31, 1998;

. the financial statements of Self Funded Benefits, Inc. (d/b/a Insurance
Design Administrators) as of December 31, 1997 and 1998 and for each of
the two years in the period ended December 31, 1998;

. the financial statements of Grace & Company, P.C. as of December 31, 1998
and for the year ended December 31, 1998;

. the financial statements of Holthouse Carlin & Van Trigt LLP as of
December 31, 1997 and 1998 and for each of the two years in the period
ended December 31, 1998;

. the combined financial statements of the Reppond Companies as of December
31, 1998 and for the year ended December 31, 1998; and

. the financial statements of Simione, Scillia, Larrow & Dowling LLC, as of
December 31, 1998 and for the year ended December 31, 1998.

The consolidated financial statements of Robert F. Driver Co., Inc., as of
July 31, 1997 and for each of the years in the two-year period ended July 31,
1997 have been included herein and in the registration statement in reliance on
the report of KPMG LLP, independent certified public accountants, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

LEGAL MATTERS

The legality of the shares of common stock offered by this prospectus and
certain federal income tax and other matters relating to the Mergers will be
passed upon for CenterPoint by Katten Muchin & Zavis, Chicago, Illinois.
Certain partners of Katten Muchin & Zavis are investors in BGL Capital, which
will own % of the outstanding common stock after completion of the Mergers.

142
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

CenterPoint has filed a registration statement on Form S-4 under the
Securities Act with the SEC covering the CenterPoint common stock to be issued
pursuant to the Mergers with the CenterPoint Companies. As permitted by the
rules and regulations of the SEC, this Joint Information Statement/Prospectus
does not contain all information set forth in the registration statement and
exhibits thereto. For further information, please refer to the registration
statement, including the exhibits thereto, all of which are available for
inspection and copying at prescribed rates at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W. Judiciary Plaza,
Washington, D.C. 20549, and at the regional offices of the SEC located at 5670
Wilshire Blvd., 11th Floor, Los Angeles, California 90036; 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center,
Suite 1300, New York, New York 10048. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains a Web site (http://www.sec.gov) that contains reports, proxy
and information statements and other information regarding registrants that
file electronically with the SEC. Statements contained in this Joint
Information Statement/Prospectus relating to the contents of any contract or
other document referred to herein are not necessarily complete, and reference
is made to the copy of such contract or other document filed as an exhibit to
the registration statement or such other document, each such statement being
qualified in all respects by such reference.

All information in this Joint Information Statement/Prospectus concerning
CenterPoint and its affiliates has been furnished by CenterPoint. All
information in this Joint Information Statement/Prospectus concerning a
CenterPoint Company has been furnished by that CenterPoint Company.

You should rely only on the information contained in this Joint Information
Statement/Prospectus. Neither CenterPoint nor any of the CenterPoint Companies
have authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. Neither CenterPoint nor any of the CenterPoint Companies is making
an offer to sell these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing in this
Joint Information Statement/Prospectus is accurate as of the date on the front
cover of this Joint Information Statement/Prospectus only. The business,
financial condition, results of operations and prospects of CenterPoint and the
CenterPoint Companies may have changed since that date.

143
<PAGE>

CENTERPOINT ADVISORS, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
CenterPoint Advisors, Inc.
Unaudited Pro Forma Combined Financial Statements
Introduction to Unaudited Pro Forma Combined Financial Statements...... F- 3
Unaudited Pro Forma Combined Balance Sheet............................. F- 4
Unaudited Pro Forma Combined Statement of Operations................... F- 6
Notes to Unaudited Pro Forma Combined Financial Statements............. F- 7
Historical Financial Statements
Report of Independent Accountants...................................... F-14
Balance Sheet.......................................................... F-15
Statement of Operations................................................ F-16
Notes to Financial Statements.......................................... F-17

CENTERPOINT COMPANIES

Reznick Fedder & Silverman, P.C.
Report of Independent Accountants........................................ F-21
Consolidated Balance Sheet............................................... F-22
Consolidated Statement of Income......................................... F-23
Consolidated Statement of Stockholders' Equity........................... F-24
Consolidated Statement of Cash Flows..................................... F-25
Notes to Consolidated Financial Statements............................... F-26
Robert F. Driver Co., Inc.
Report of Independent Accountants........................................ F-35
Consolidated Balance Sheet............................................... F-37
Consolidated Statement of Income......................................... F-38
Consolidated Statement of Stockholders' Equity........................... F-39
Consolidated Statement of Cash Flows..................................... F-40
Notes to Consolidated Financial Statements............................... F-42
Mann Frankfort Stein & Lipp, P.C.
Report of Independent Accountants........................................ F-54
Balance Sheet............................................................ F-55
Statement of Income...................................................... F-56
Statement of Shareholders' Equity........................................ F-57
Statement of Cash Flows.................................................. F-58
Notes to Financial Statements............................................ F-59
Follmer, Rudzewicz & Company, P.C.
Report of Independent Accountants........................................ F-64
Consolidated Balance Sheet............................................... F-65
Consolidated Statement of Operations..................................... F-66
Consolidated Statement of Stockholder's Equity........................... F-67
Consolidated Statement of Cash Flows..................................... F-68
Notes to Consolidated Financial Statements............................... F-69
Berry, Dunn, McNeil & Parker, Chartered
Report of Independent Accountants........................................ F-77
Consolidated Balance Sheet............................................... F-78
Consolidated Statement of Income......................................... F-79
Consolidated Statement of Shareholders' Equity........................... F-80
</TABLE>

F-1
<PAGE>

<TABLE>
<S> <C>
Consolidated Statement of Cash Flows.................................... F- 81
Notes to Consolidated Financial Statements.............................. F- 82
Urbach Kahn & Werlin P.C.
Report of Independent Accountants....................................... F- 89
Balance Sheet........................................................... F- 90
Statement of Income..................................................... F- 91
Statement of Shareholders' Equity....................................... F- 92
Statement of Cash Flows................................................. F- 93
Notes to Financial Statements........................................... F- 94
Self Funded Benefits, Inc. d/b/a Insurance Design Administrators
Report of Independent Accountants....................................... F-103
Balance Sheet........................................................... F-104
Statement of Income..................................................... F-105
Statement of Shareholders' Equity....................................... F-106
Statement of Cash Flows................................................. F-107
Notes to Financial Statements........................................... F-108
Grace & Company, P.C.
Report of Independent Accountants....................................... F-113
Balance Sheet........................................................... F-114
Statement of Income..................................................... F-115
Statement of Shareholders' Equity....................................... F-116
Statement of Cash Flows................................................. F-117
Notes to Financial Statements........................................... F-118
Holthouse Carlin & Van Trigt LLP
Report of Independent Accountants....................................... F-124
Balance Sheet........................................................... F-125
Statement of Income..................................................... F-126
Statement of Partners' Equity........................................... F-127
Statement of Cash Flows................................................. F-128
Notes to Financial Statements........................................... F-129
The Reppond Companies
Report of Independent Accountants....................................... F-134
Combined Balance Sheet.................................................. F-135
Combined Statement of Income............................................ F-136
Combined Statement of Shareholders' Equity.............................. F-137
Combined Statement of Cash Flows........................................ F-138
Notes to Combined Financial Statements.................................. F-139
Simione, Scillia, Larrow & Dowling LLC
Report of Independent Accountants....................................... F-145
Balance Sheet........................................................... F-146
Statement of Income..................................................... F-147
Statement of Members' Equity............................................ F-148
Statement of Cash Flows................................................. F-149
Notes to Financial Statements........................................... F-150
</TABLE>

F-2
<PAGE>

CENTERPOINT ADVISORS, INC.

INTRODUCTION TO UNAUDITED PRO FORMA
COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give effect
to the acquisitions by CenterPoint Advisors, Inc. ("CenterPoint") of the
outstanding capital stock of: Reznick Fedder & Silverman, P.C. ("Reznick");
Robert F. Driver Co., Inc. ("Driver"); Mann Frankfort Stein & Lipp, P.C. ("Mann
Frankfort"); Follmer, Rudzewicz & Company, P.C. ("Follmer"); Berry, Dunn,
McNeil & Parker, Chartered ("Berry Dunn"); Urbach Kahn & Werlin PC ("Urbach");
Self Funded Benefits, Inc. d/b/a Insurance Design Administrators ("IDA"); Grace
& Company, P.C. ("Grace"); Holthouse Carlin & Van Trigt LLP ("Holthouse"); the
Reppond Companies ("Reppond"); and Simione, Scillia, Larrow & Dowling LLC
("Simione") (together, the "CenterPoint Companies"). These acquisitions (the
"Mergers") will occur simultaneously with the closing of CenterPoint's initial
public offering and will be accounted for using the purchase method of
accounting. In accordance with the provisions of Staff Accounting Bulletin No.
97, CenterPoint is deemed to be the accounting acquiror as its stockholders
will receive the largest portion of the voting rights in the combined
corporation.

The unaudited pro forma combined balance sheet gives effect to the Mergers
and the offering as if they had occurred on December 31, 1998. The unaudited
pro forma combined statement of operations gives effect to these transactions
as if they had occurred on January 1, 1998.

CenterPoint has preliminarily analyzed the savings that it expects to
realize from changes in salaries and certain benefits to the CenterPoint
Companies' former owners. To the extent these individuals have contractually
agreed prospectively to changes in salaries, bonuses, and benefits, these
changes have been reflected in the pro forma combined statement of operations.
With respect to other potential cost savings, CenterPoint has not and cannot
quantify these savings at this time. It is anticipated that CenterPoint will
incur costs related to its new corporate management and costs associated with
being a public company. However, these costs, like the savings, cannot be
accurately quantified at this time. Except for prospective compensation payable
pursuant to employment agreements with management of CenterPoint and savings
expected to be realized from changes in salaries and certain benefits to the
CenterPoint Companies' former owners, neither the anticipated savings nor the
anticipated costs have been included in the pro forma financial information of
CenterPoint.

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

F-3
<PAGE>

CENTERPOINT ADVISORS, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

December 31, 1998
(Dollars in thousands)

<TABLE>
<CAPTION>
Merger
Center Mann Berry Adjustments
ASSETS Point Reznick Driver Frankfort Follmer Dunn Urbach IDA Grace Holthouse Reppond Simione (See Note 3)
- ------ ------ ------- ------- --------- ------- ------ ------- ------ ------ --------- ------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents...... $-- $ 995 $ 2,989 $ 606 $ 47 $ 60 $ 25 $ 857 $ 6 $ 644 $ 148 $ 169 $ (4,487)
Funds held for
customers........ -- -- 12,155 -- 38 -- -- 660 -- -- -- -- --
Investments....... -- -- -- -- -- -- 1,292 -- -- 285 -- -- (1,577)
Receivables,
net.............. -- 10,959 11,005 4,077 4,286 3,798 7,656 675 1,531 1,816 842 1,562 (31,712)
Unbilled fees at
net realizable
value............ -- 6,439 -- 431 3,283 1,705 836 -- 815 610 -- 254 (7,552)
Notes
receivable....... -- -- -- -- -- -- -- -- -- -- -- 12 (12)
Due from related
parties and
stockholders..... -- -- -- 14 -- -- 799 164 -- -- -- -- (977)
Prepaid expenses
and other
current assets... -- 418 719 81 202 169 709 160 204 15 77 23 (162)
Deferred offering
costs............ 800 -- -- -- -- -- -- -- -- -- -- -- --
Deferred income
taxes............ -- 1,700 -- -- -- -- -- -- -- -- -- -- (1,700)
---- ------- ------- ------ ------- ------ ------- ------ ------ ------ ------ ------ --------
Total current
assets......... 800 20,511 26,868 5,209 7,856 5,732 11,317 2,516 2,556 3,370 1,067 2,020 (48,179)
Property and
equipment, net.... -- 2,822 1,275 1,142 1,357 2,015 982 747 515 276 792 133 (938)
Goodwill and other
intangible assets,
net............... -- 399 21,396 -- -- 1,179 -- -- -- -- -- -- 211,259
Long-term
investments....... -- -- -- -- -- -- 1,048 -- -- -- -- -- (970)
Deferred income
taxes............. -- 1,353 905 -- 1,306 423 2,248 -- 11 -- 7 -- (4,127)
Other assets....... -- 558 786 6 3,160 31 347 38 1,023 44 27 89 (5,280)
---- ------- ------- ------ ------- ------ ------- ------ ------ ------ ------ ------ --------
Total assets.... $800 $25,643 $51,230 $6,357 $13,679 $9,380 $15,942 $3,301 $4,105 $3,690 $1,893 $2,242 $151,765
==== ======= ======= ====== ======= ====== ======= ====== ====== ====== ====== ====== ========
<CAPTION>
Pro Offering
Forma Adjustments As
ASSETS Combined (See Note 3) Adjusted
- ------ -------- ------------ --------
<S> <C> <C> <C>
Current assets:
Cash and cash
equivalents...... $ 2,059 $ 16,113 $ 18,172
Funds held for
customers........ 12,853 -- 12,853
Investments....... -- -- --
Receivables,
net.............. 16,495 -- 16,495
Unbilled fees at
net realizable
value............ 6,821 -- 6,821
Notes
receivable....... -- -- --
Due from related
parties and
stockholders..... -- -- --
Prepaid expenses
and other
current assets... 2,615 -- 2,615
Deferred offering
costs............ 800 (800) --
Deferred income
taxes............ -- -- --
-------- ------------ --------
Total current
assets......... 41,643 15,313 56,956
Property and
equipment, net.... 11,118 -- 11,118
Goodwill and other
intangible assets,
net............... 234,233 -- 234,233
Long-term
investments....... 78 -- 78
Deferred income
taxes............. 2,126 -- 2,126
Other assets....... 829 -- 829
-------- ------------ --------
Total assets.... $290,027 $ 15,313 $305,340
======== ============ ========
</TABLE>

F-4
<PAGE>

CENTERPOINT ADVISORS, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

December 31, 1998
(Dollars in thousands)

<TABLE>
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' Center Mann Berry
EQUITY Point Reznick Driver Frankfort Follmer Dunn Urbach IDA Grace Holthouse Reppond Simione
- --------------- ------- ------- ------- --------- ------- ------ ------- ------ ------ --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current
liabilities:
Short-term debt,
including current
maturities of
long-term debt.... $ -- $ 1,831 $ 2,042 $ 879 $ 503 $2,038 $ 721 $ 153 $ 742 $ -- $ 368 $1,101
Accounts
payable........... -- 517 3,883 23 235 329 1,593 123 160 71 248 115
Insurance
premiums
payable........... -- -- 18,639 -- -- -- -- -- -- -- -- --
Accrued
compensation and
related costs..... -- 14,231 -- 126 6,121 745 1,337 91 530 72 243 --
Deferred
compensation...... -- 91 -- -- -- 694 257 -- -- -- -- --
Income taxes
payable........... -- -- -- 27 328 -- -- -- -- -- 103 --
Deferred income
taxes............. -- -- -- 1,569 777 653 2,805 -- 766 -- 120 --
Current portion
of customer
deposits.......... -- -- -- -- -- -- -- 660 -- -- -- --
Due to related
parties........... 892 -- -- -- 399 3,101 -- -- 601 -- -- 178
Other accrued
liabilities....... 1,107 -- -- -- -- 334 464 185 93 104 5 142
------- ------- ------- ------ ------- ------ ------- ------ ------ ------ ------ ------
Total current
liabilities..... 1,999 16,670 24,564 2,624 8,363 7,894 7,177 1,212 2,892 247 1,087 1,536
Long-term debt, net
of current
maturities......... -- 2,880 15,083 473 77 -- 1,513 154 419 -- 130 153
Deferred
compensation....... -- 820 1,325 -- 3,627 500 4,896 -- -- -- -- --
Deferred income
taxes.............. -- -- -- 85 -- -- -- -- -- -- -- --
Other long-term
liabilities........ -- 2,411 -- -- -- 75 149 -- -- -- -- 113
------- ------- ------- ------ ------- ------ ------- ------ ------ ------ ------ ------
Total
liabilities..... 1,999 22,781 40,972 3,182 12,067 8,469 13,735 1,366 3,311 247 1,217 1,802
Redeemable
preferred stock of
subsidiary......... -- -- 4,000 -- -- -- -- -- -- -- -- --
Stockholders'
equity:
Members' equity... -- -- -- -- -- -- -- -- -- 3,443 (26) 440
Common stock...... 34 -- 9 2 10 1,357 -- -- 17 -- 1 --
Additional paid-
in capital........ 842 1,422 8,334 58 1,210 -- 3,199 208 350 -- 56 --
Retained earnings
(deficit)......... (1,961) 1,440 (1,245) 3,115 532 (216) (1,224) 1,727 516 -- 673 --
Note receivable
from
shareholder....... -- -- (840) -- -- (230) -- -- -- -- (28) --
Stock
subscriptions
receivable........ (114) -- -- -- -- -- -- -- -- -- -- --
Accumulated other
comprehensive
income............ -- -- -- -- -- -- 232 -- -- -- -- --
Treasury stock.... -- -- -- -- (140) -- -- -- (89) -- -- --
------- ------- ------- ------ ------- ------ ------- ------ ------ ------ ------ ------
Total
stockholders'
equity.......... (1,199) 2,862 6,258 3,175 1,612 911 2,207 1,935 794 3,443 676 440
------- ------- ------- ------ ------- ------ ------- ------ ------ ------ ------ ------
Total liabilities
and stockholders'
equity............. $ 800 $25,643 $51,230 $6,357 $13,679 $9,380 $15,942 $3,301 $4,105 $3,690 $1,893 $2,242
======= ======= ======= ====== ======= ====== ======= ====== ====== ====== ====== ======
<CAPTION>
LIABILITIES AND Merger Pro Offering
STOCKHOLDERS' Adjustments Forma Adjustments As
EQUITY (See Note 3) Combined (See Note 3) Adjusted
- --------------- ------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
Current
liabilities:
Short-term debt,
including current
maturities of
long-term debt.... $ (32) $ 10,346 $ (7,921) $ 2,425
Accounts
payable........... -- 7,297 -- 7,297
Insurance
premiums
payable........... -- 18,639 -- 18,639
Accrued
compensation and
related costs..... (18,373) 5,123 -- 5,123
Deferred
compensation...... (91) 951 -- 951
Income taxes
payable........... -- 458 -- 458
Deferred income
taxes............. (5,343) 1,347 -- 1,347
Current portion
of customer
deposits.......... -- 660 -- 660
Due to related
parties........... 79,639 84,810 (84,810) --
Other accrued
liabilities....... 250 2,684 (1,357) 1,327
------------ --------- ------------ ---------
Total current
liabilities..... 56,050 132,315 (94,088) 38,227
Long-term debt, net
of current
maturities......... (253) 20,629 (20,629) --
Deferred
compensation....... (9,425) 1,743 -- 1,743
Deferred income
taxes.............. 138 223 -- 223
Other long-term
liabilities........ (2,411) 337 -- 337
------------ --------- ------------ ---------
Total
liabilities..... 44,099 155,247 (114,717) 40,530
Redeemable
preferred stock of
subsidiary......... -- 4,000 (4,000) --
Stockholders'
equity:
Members' equity... (3,857) -- -- --
Common stock...... (1,267) 163 106 269
Additional paid-
in capital........ 116,899 132,578 133,924 266,502
Retained earnings
(deficit)......... (5,318) (1,961) -- (1,961)
Note receivable
from
shareholder....... 1,098 -- -- --
Stock
subscriptions
receivable........ 114 -- -- --
Accumulated other
comprehensive
income............ (232) -- -- --
Treasury stock.... 229 -- -- --
------------ --------- ------------ ---------
Total
stockholders'
equity.......... 107,666 130,780 134,030 264,810
------------ --------- ------------ ---------
Total liabilities
and stockholders'
equity............. $151,765 $290,027 $ 15,313 $305,340
============ ========= ============ =========
</TABLE>

F-5
<PAGE>

CENTERPOINT ADVISORS, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 1998
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
Center Mann Berry
Point Reznick Driver Frankfort Follmer Dunn Urbach IDA Grace Holthouse Reppond Simione
------- ------- ------- --------- ------- ------- ------- ------- ------ --------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Professional
services....... $ -- $48,387 $ -- $21,631 $20,564 $18,662 $17,753 $ -- $9,691 $9,446 $ -- $6,217
Business and
financial
services....... -- -- 34,303 -- -- -- -- 10,933 -- -- 7,892 --
------- ------- ------- ------- ------- ------- ------- ------- ------ ------ ------ ------
Total revenues.. -- 48,387 34,303 21,631 20,564 18,662 17,753 10,933 9,691 9,446 7,892 6,217
Expenses:
Professional
services
compensation
and related
costs.......... -- 39,825 -- 17,750 16,629 13,722 12,612 -- 7,784 3,089 -- 4,396
Business and
financial
services
compensation
and related
costs.......... -- -- 25,470 -- -- -- -- 6,361 -- -- 5,067 --
Other operating
expenses....... 1,961 7,575 6,060 3,081 3,711 3,753 4,510 2,808 1,190 1,505 1,982 1,333
Depreciation and
amortization... -- 976 1,664 266 539 1,000 280 242 190 73 332 31
------- ------- ------- ------- ------- ------- ------- ------- ------ ------ ------ ------
Income from
operations..... (1,961) 11 1,109 534 (315) 187 351 1,522 527 4,779 511 457
Other (income)
expense: --
Interest
expense........ -- 532 1,039 58 109 299 664 32 122 -- 72 130
Interest
income......... -- (43) (852) (69) (48) (238) (109) (77) (23) (25) (43) --
Other, net...... -- (143) (417) (26) 14 126 (486) 82 (95) -- 22 50
------- ------- ------- ------- ------- ------- ------- ------- ------ ------ ------ ------
Income before
income taxes.... (1,961) (335) 1,339 571 (390) -- 282 1,485 523 4,804 460 277
Provision
(benefit) for
income taxes.... -- (109) 688 213 165 -- 176 25 232 -- 113 --
------- ------- ------- ------- ------- ------- ------- ------- ------ ------ ------ ------
Net income
(loss).......... $(1,961) $ (226) $ 651 $ 358 $ (555) $ -- $ 106 $ 1,460 $ 291 $4,804 $ 347 $ 277
======= ======= ======= ======= ======= ======= ======= ======= ====== ====== ====== ======
Net income per
share, basic and
diluted.........
Shares used in
computing pro
forma net income
per share
(see Note 5)....
<CAPTION>
Pro Forma
Adjustments Pro
(See Note Forma
4) Combined
------------- ---------
<S> <C> <C>
Revenues:
Professional
services....... $ -- $152,351
Business and
financial
services....... -- 53,128
------------- ---------
Total revenues.. -- 205,479
Expenses:
Professional
services
compensation
and related
costs.......... (20,524)(A) 95,283
Business and
financial
services
compensation
and related
costs.......... (1,540)(A) 35,358
Other operating
expenses....... (281)(B) 39,188
Depreciation and
amortization... 5,190 (C) 10,783
------------- ---------
Income from
operations..... 17,155 24,867
Other (income)
expense:
Interest
expense........ (2,308)(D) 749
Interest
income......... 156 (E) (1,371)
Other, net...... -- (873)
------------- ---------
Income before
income taxes.... 19,307 26,362
Provision
(benefit) for
income taxes.... 11,384 (F) 12,887
------------- ---------
Net income
(loss).......... $ 7,923 $ 13,475
============= =========
Net income per
share, basic and
diluted.........
=========
Shares used in
computing pro
forma net income
per share
(see Note 5)....
=========
</TABLE>

F-6
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(Dollars in thousands)

Note 1--General

CenterPoint Advisors, Inc. ("CenterPoint") was founded in 1998 to acquire
eleven professional, business and financial services firms ("CenterPoint
Companies") and create a leading provider of diversified professional, business
and financial services and products to a broad spectrum of middle-market
clients.

The historical financial statements reflect the financial position and
results of operations of CenterPoint and the CenterPoint Companies and were
derived from the respective CenterPoint Companies' financial statements. The
periods included in these financial statements for all of the individual
CenterPoint Companies, with the exception of Driver, Follmer and Urbach, are as
of and for the year ended December 31, 1998. The financial statements for
Driver, Follmer and Urbach are as of and for the year ended January 31, 1999,
November 30, 1998 and January 31, 1999, respectively. The audited historical
financial statements included elsewhere herein have been included in accordance
with Staff Accounting Bulletin No. 80.

Note 2--Acquisition of CenterPoint Companies

Concurrently with and as a condition to the closing of this offering,
CenterPoint will acquire all of the outstanding common stock or partnership or
membership interests of the CenterPoint Companies. The Mergers will be
accounted for using the purchase method of accounting with CenterPoint being
treated as the accounting acquiror in accordance with Staff Accounting Bulletin
No. 97 and APB 16. The carrying value of intangible assets is periodically
reviewed by CenterPoint based on the expected future undiscounted operating
cash flows of the related business unit. In the event CenterPoint determines
that the balance of such intangible assets is not recoverable, CenterPoint will
recognize an impairment loss in an amount necessary to write down the excess of
cost over fair value of net assets acquired to the fair value equal to the
corresponding undiscounted expected future cash flows.

The following table sets forth: (i) the consideration to be paid in (a) cash
and (b) shares of common stock to the stockholders of each of the CenterPoint
Companies; (ii) the allocation of the consideration to net assets acquired; and
(iii) the resulting goodwill for the companies acquired by CenterPoint as the
accounting acquiror.

<TABLE>
<CAPTION>
Shares of
Common Value of Total
Cash Stock Shares (1) Consideration (2)
------- ---------- ---------- -----------------
<S> <C> <C> <C> <C>
Reznick.................... $16,899 1,810,553 $ 19,011 $ 35,910
Driver..................... 500 2,944,445 30,917 31,417
Mann Frankfort............. 16,503 1,768,200 18,566 35,069
Follmer.................... 13,600 1,457,143 15,300 28,900
Berry Dunn................. 6,821 931,357 9,779 16,600
Urbach..................... 9,190 1,023,943 10,751 19,941
IDA........................ 8,154 873,669 9,173 17,327
Grace...................... 2,840 304,286 3,195 6,035
Holthouse.................. 5,603 600,343 6,304 11,907
Reppond.................... -- 447,428 4,698 4,698
Simione.................... 3,808 408,000 4,284 8,092
------- ---------- -------- --------
$83,918 12,569,367 $131,978 $215,896
======= ========== ======== ========
</TABLE>

F-7
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

- --------
(1) For the computation of the estimated purchase price for accounting
purposes, the value of shares is based upon an assumed initial public
offering price of $ , less a 25% discount from the assumed offering
price due to restrictions on the transferability of the common stock to be
issued to owners and employees of CenterPoint and the CenterPoint
Companies. Under the terms of the Merger Agreements and a Stockholders'
Agreement, the former owners of the CenterPoint Companies and the initial
investors and management of CenterPoint have agreed, subject to limited
exceptions, not to sell, transfer or otherwise dispose of any shares for a
period of 18 months following the offering. Effective 18 months after the
offering, 20% of each stockholder's shares will be released from such
restrictions, and an additional 20% of the original number of restricted
shares will be released on the expiration of each six-month period
thereafter. Any requested waiver of the restrictions must be approved by a
majority of the members of the board of directors who are not subject to
transfer restrictions at the time of such proposed waiver. The owners of
CenterPoint shares will not be entitled to registration rights until two
years following the offering; thereafter the former owners of the
CenterPoint Companies will have "piggyback" registration rights with
respect to shares that have been released from the contractual transfer
restrictions. Restrictions on transferability of the common stock issued to
the former owners of the CenterPoint Companies equate, economically, to the
value of a put option on those shares. The 25% discount was determined
using the Black Scholes option pricing methodology and the put/call parity
relationship using a term of 2.5 years (weighted average period of
restriction), a volatility factor based on comparable public company
transactions and an appropriate risk-free interest rate.

(2) In addition to the consideration set forth in the table, the former
stockholders of Driver will be entitled to receive a contingent cash
payment equal to 6.75 times the amount, if any, by which Driver's adjusted
earnings before interest, taxes, depreciation and amortization ("EBITDA")
for 2000 exceed $11,600. The former stockholders of IDA will be entitled to
a contingent cash payment equal to the lesser of (a) $3,415 and (b) 6.75
times the amount, if any, by which IDA's adjusted EBITDA for 2000 exceeds
$3,290. The former stockholders of Reppond will be entitled to receive a
contingent cash payment which will be calculated with respect to a
specified twelve month period ending in 2003 and based on the amount by
which the adjusted EBITDA of CenterPoint's employee benefits business
(excluding IDA) exceeds specified thresholds. One of Reppond's stockholders
will also be entitled to receive contingent cash payments with respect to
each of the first five twelve month periods following the closing of the
Mergers. Such payments will be based on the amount by which Reppond's
adjusted EBITDA for the applicable period exceeds specified thresholds.

The purchase price has been allocated to the assets and liabilities acquired
based on their respective carrying values, as those are deemed to represent
fair market value of such assets and liabilities. The allocation of the
purchase price is considered preliminary until such time as the closing of the
transaction and consummation of the Mergers. CenterPoint does not anticipate
that the final allocation of the purchase price will differ materially from
that presented.
<TABLE>
<CAPTION>
Net
Total Assets
Consideration Acquired Goodwill
------------- -------- --------
<S> <C> <C> <C>
Reznick................................... $ 35,910 $ (1,437) $ 37,347
Driver.................................... 31,417 (16,332) 47,749
Mann Frankfort............................ 35,069 (197) 35,266
Follmer................................... 28,900 900 28,000
Berry Dunn................................ 16,600 (394) 16,994
Urbach.................................... 19,941 (685) 20,626
IDA....................................... 17,327 525 16,802
Grace..................................... 6,035 (558) 6,593
Holthouse................................. 11,907 376 11,531
Reppond................................... 4,698 676 4,022
Simione................................... 8,092 (1,211) 9,303
-------- -------- --------
$215,896 $(18,337) $234,233
======== ======== ========
</TABLE>

F-8
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

Note 3--Unaudited Pro Forma Combined Balance Sheet Adjustments

The following table summarizes unaudited pro forma combined balance sheet
adjustments:

<TABLE>
<CAPTION>
Offering
Merger Adjustments Total Adjustments Total
---------------------------- Merger ------------------- Offering
(A) (B) (C) Adjustments (D) (E) Adjustments
-------- -------- -------- ----------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............ $ (4,487) $ -- $ -- $ (4,487) $134,830 $(118,717) $ 16,113
Investments............. -- (1,577) -- (1,577) -- -- --
Receivables, net........ (31,211) (501) -- (31,712) -- -- --
Unbilled fees at net
realizable value....... (7,552) -- -- (7,552) -- -- --
Notes receivable........ -- (12) -- (12) -- -- --
Due from related
parties................ -- (977) -- (977) -- -- --
Prepaid expenses and
other current assets... -- (162) -- (162) -- -- --
Deferred offering
costs.................. -- -- -- -- (800) -- (800)
Deferred income taxes... -- (1,700) -- (1,700) -- -- --
-------- -------- -------- -------- -------- --------- --------
Total current
assets.............. (43,250) (4,929) -- (48,179) 134,030 (118,717) 15,313
Property and equipment,
net.................... -- (938) -- (938) -- -- --
Goodwill, net........... -- (22,974) 234,233 211,259 -- -- --
Long-term investments... -- (970) -- (970) -- -- --
Deferred income taxes... -- (4,127) -- (4,127) -- -- --
Other assets............ -- (5,280) -- (5,280) -- -- --
-------- -------- -------- -------- -------- --------- --------
Total assets......... $(43,250) $(39,218) $234,233 $151,765 $134,030 $(118,717) $ 15,313
======== ======== ======== ======== ======== ========= ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Short-term debt,
including current
maturities of long-term
debt................... $ -- $ (32) $ -- $ (32) $ -- $ (7,921) $ (7,921)
Accrued compensation and
related costs.......... -- (18,373) -- (18,373) -- -- --
Deferred compensation... -- (91) -- (91) -- -- --
Deferred income taxes... -- (5,343) -- (5,343) -- -- --
Due to related parties.. -- (4,279) 83,918 79,639 -- (84,810) (84,810)
Other accrued
liabilities............ -- 250 -- 250 -- (1,357) (1,357)
-------- -------- -------- -------- -------- --------- --------
Total current
liabilities......... -- (27,868) 83,918 56,050 -- (94,088) (94,088)
Long-term debt, net..... -- (253) -- (253) -- (20,629) (20,629)
Deferred compensation... -- (9,425) -- (9,425) -- -- --
Deferred income taxes... -- 138 -- 138 -- -- --
Other long-term
liabilities............ -- (2,411) -- (2,411) -- -- --
-------- -------- -------- -------- -------- --------- --------
Total liabilities.... -- (39,819) 83,918 44,099 -- (114,717) (114,717)
-------- -------- -------- -------- -------- --------- --------
Redeemable preferred
stock.................. -- -- -- -- -- (4,000) (4,000)
-------- -------- -------- -------- -------- --------- --------
Stockholders' equity:
Members' equity........ (4,419) (298) 860 (3,857) -- -- --
Common stock........... -- -- (1,267) (1,267) 106 -- 106
Additional paid-in
capital................ -- (840) 117,739 116,899 133,924 -- 133,924
Retained earnings
(deficit).............. (38,831) 1,103 32,410 (5,318) -- -- --
Notes receivable from
shareholder............ -- 868 230 1,098 -- -- --
Stock subscriptions
receivable............. -- -- 114 114 -- -- --
Accumulated other
comprehensive income... -- (232) -- (232) -- -- --
Treasury stock......... -- -- 229 229 -- -- --
-------- -------- -------- -------- -------- --------- --------
Total stockholders'
equity.............. (43,250) 601 150,315 107,666 134,030 -- 134,030
-------- -------- -------- -------- -------- --------- --------
Total liabilities and
stockholders'
equity.............. $(43,250) $(39,218) $234,233 $151,765 $134,030 $(118,717) $ 15,313
======== ======== ======== ======== ======== ========= ========
</TABLE>

F-9
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

- --------

(A) Reflects the contractual distributions of excess working capital,
calculated as accounts receivable and work in process in excess of: (i)
accounts payable and accrued expenses; less (ii) prepaid expenses; plus
(iii) 1% of trailing twelve months' revenues to the owners of the
CenterPoint Companies.

(B) Reflects the contractual distribution of certain assets and liabilities to
the owners of the CenterPoint Companies in connection with the mergers and
the establishment of deferred tax balances to be established upon the
conversion of IDA, Holthouse, and Simione from S Corporation or partnership
status to C Corporation status.

(C) Reflects the purchase of the CenterPoint Companies for consideration
consisting of $83,918 in cash and 12,569,367 shares of common stock valued
at $ per share (or a total of $131,978) for a total estimated purchase
price of $215,896, resulting in an excess purchase price over the fair
value of assets acquired of $234,233. See Note 2 for discussion of
valuation of stock.

(D) Reflects the cash proceeds from the issuance of shares of common
stock net of estimated expenses of the offering (based on an estimated
initial public offering price of $ per share). Expenses of the
offering primarily consist of the underwriting discount, accounting fees,
legal fees, printing expenses, consulting fees and signing bonuses.

(E) Reflects the use of offering proceeds to: (i) fund the cash portion of the
consideration due to the owners of the CenterPoint Companies in connection
with the Mergers (excluding certain contingent payments described in Note
2); (ii) fund the redemption by Driver of its redeemable preferred stock of
$4,000; (iii) repay $28,550 of indebtedness of certain of the CenterPoint
Companies; (iv) reimburse amounts previously advanced by BGL Capital and
CCP Group and other related accruals totaling $1,999; and (v) pay $250 for
settlement of a consulting agreement of Driver.

F-10
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

Note 4--Unaudited Pro Forma Combined Statements of Operations Adjustments

(A) Reflects the reduction in compensation and benefits to the owners of the
CenterPoint Companies to which they have agreed prospectively in incentive
compensation and employment agreements to be effective upon completion of the
offering, net of compensation to management of CenterPoint as follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Professional Services:
Reznick..................................................... $ 6,013
Mann Frankfort.............................................. 5,510
Follmer..................................................... 5,315
Berry Dunn.................................................. 2,013
Urbach...................................................... 3,020
Grace....................................................... 533
Holthouse................................................... (2,792)
Simione..................................................... 912
-------
$20,524
=======
Business and Financial Services:
Driver...................................................... $ (100)
IDA......................................................... 1,092
Reppond..................................................... 548
-------
$ 1,540
=======
</TABLE>

The senior professionals of each professional services firm will enter firm-
specific incentive compensation agreements with CenterPoint. The compensation
adjustment has been calculated as the difference between (x) operating income
adjusted to add back depreciation and amortization and member compensation less
the "CenterPoint Base Earnings" which is a fixed dollar amount negotiated with
each professional services firm, and (y) the compensation and related costs of
any senior professional recorded in the historical accounts.

(B) Reflects the reduction in stock compensation and signing bonuses to
consultants of CenterPoint which will not be ongoing activities of the Company
in accordance with the Employee Incentive Compensation Plan and employment
agreements to be effective upon completion of the offering, net of prospective
salaries of management of CenterPoint, pursuant to employment agreements.

(C) Reflects the amortization of $234,233 of goodwill to be recorded as a
result of the Mergers over a 40 year estimated life, net of amortization
expense already recorded in the accounts of the CenterPoint Companies of $666
in the year ended December 31, 1998, resulting in a net adjustment of $5,190.

F-11
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

(D) Reflects the net reduction in interest expense associated with debt to
be paid in conjunction with the closing of this transaction, as follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Reznick....................................................... $ 260
Driver........................................................ 939
Mann Frankfort................................................ 58
Follmer....................................................... 35
Berry Dunn.................................................... 299
Urbach........................................................ 600
IDA........................................................... 32
Grace......................................................... 17
Holthouse..................................................... --
Reppond....................................................... 39
Simione....................................................... 29
------
$2,308
======
</TABLE>

(E) Reflects the net reduction in interest income of $37 at Urbach and $119
at Grace associated with the elimination of certain assets retained in
conjunction with the closing of the Mergers.

(F) Reflects the incremental provision for federal and state income taxes at
a rate of 40% assuming all entities were subject to federal and state income
tax. The adjustment relates primarily to other statements of operations'
adjustments and income taxes on partnership and S Corporation income.

Note 5--Net Income Per Share

The shares used in computing net income per share includes: (i) 3,681,309
shares issued to the initial investors in and management of CenterPoint; (ii)
12,569,367 shares to be issued to the owners of the CenterPoint Companies in
connection with the Mergers; and (iii) shares representing the
number of shares sold in this offering, net of the underwriting discount
necessary to pay the $83,918 cash portion of the consideration for the Mergers
(excluding certain contingent payments described in Note 2), to repay certain
indebtedness of $28,550 of the CenterPoint Companies, to repay other
obligations of $4,250 and to pay estimated expenses of the offering.

Note 6--Attest Services

CenterPoint is adopting the "separate practice format" under which it will
only acquire those aspects of the practices of the professional services firms
which do not fall within the monopoly granted to CPAs under the accountancy
laws of the various states, i.e., the non-attest services. Attest services will
continue to be provided by the CPAs who currently own the professional services
firms via the licensed Attest Firms in which CenterPoint will have no ownership
interest. Pursuant to non-exclusive services agreements, CenterPoint will
provide, for a fee, the professional and other personnel, equipment, office
space and business and administration services necessary for the operation of
the Attest Firms.

F-12
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(Dollars in thousands)

The revenues which would have been derived by CenterPoint under the services
agreements would have materially approximated the attest services revenues
historically recorded by the professional services firms. Additionally, absent
consideration of economies of scale, CenterPoint's operating costs incurred in
performing its responsibilities under the services agreements would not have
been materially different from the attest services' expenses historically
recorded by such firms. Accordingly, no carve-out or pro forma elimination of
attest services' revenues and expenses has been reflected in the accompanying
Unaudited Pro Forma Combined Statement of Operations.

F-13
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
CenterPoint Advisors, Inc.

The stock split described in Note 1 to the financial statements has not been
consummated at April 5, 1999. When it has been consummated, we will be in
position to furnish the following report:

In our opinion, the accompanying balance sheet and the related statement of
operations present fairly, in all material respects, the financial position of
CenterPoint Advisors, Inc. at December 31, 1998, and the results of its
operations for the period from November 9, 1998 (inception date) through
December 31, 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 audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Minneapolis, Minnesota
April 5, 1999

F-14
<PAGE>

CENTERPOINT ADVISORS, INC.

BALANCE SHEET

(Dollars in thousands)

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
ASSETS
Deferred offering costs........................................... $ 800
-------
Total assets.................................................. $ 800
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued liabilities............................................... $ 1,107
Payable to related parties........................................ 892
-------
Total liabilities............................................. 1,999
-------
Stockholders' equity:
Common stock, $.01 par value, 50,000,000 shares authorized,
3,681,309 shares issued and outstanding........................ 34
Additional paid-in capital...................................... 842
Retained deficit................................................ (1,961)
Stock subscriptions receivable.................................. (114)
-------
Total stockholders' equity.................................... (1,199)
-------
Total liabilities and stockholders' equity.................... $ 800
=======
</TABLE>

F-15
<PAGE>

CENTERPOINT ADVISORS, INC.

STATEMENT OF OPERATIONS

(In thousands)

<TABLE>
<CAPTION>
Period from
November 9, 1998
(inception date)
through December
31, 1998
----------------
<S> <C>
Total revenues................................................. $ --
-------
Operating expenses............................................. 1,961
-------
Loss before income taxes....................................... (1,961)
Provision for income taxes..................................... --
-------
Net loss....................................................... $(1,961)
=======
</TABLE>

F-16
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO FINANCIAL STATEMENTS

(Dollars in thousands)

Note 1--Business and Organization

CenterPoint Advisors, Inc. ("CenterPoint" or the "Company") was founded in
1998 to create a leading provider of diversified professional, business and
financial services and products to a broad spectrum of middle-market clients
that operate across a broad spectrum of industries. CenterPoint intends to
acquire eleven companies (the "Mergers") upon consummation of an initial public
offering of its common stock (the "Offering").

CenterPoint has not conducted any operations, and all activities to date
have related to the Offering and the Mergers. The Company's operations have all
been non-cash in nature stemming from the initial capitalization of the
Company. Accordingly, the statement of cash flows for this period would not
provide meaningful information and has been omitted. CenterPoint is dependent
upon the Offering to execute the pending Mergers. There is no assurance that
the pending Mergers discussed will be completed or that CenterPoint will be
able to generate future operating revenues.

In connection with the organization and initial capitalization of
CenterPoint, 3,369,345 shares of the Company's common stock were subscribed by
sponsoring parties for total consideration of $143. Of this amount, $29 had
been received as of December 31, 1998. In addition, at the time of organization
the Company agreed to issue warrants to the CCP Group to purchase a total of
100,000 shares of the Company's common stock at the initial public offering
price.

On , the Board of Directors approved several actions in
connection with the Offering. These actions included a 210.3605 stock split
which will occur prior to the effectiveness of the Company's Registration
Statement. All common stock related information included in the financial
statements has been adjusted to reflect this split.

Note 2--Significant Accounting Policies

Stock-Based Compensation

CenterPoint will measure compensation expense for its stock-based employee
compensation plans using the intrinsic value method. Following the issuance of
any options the Company will be required to make pro forma disclosures of net
income and earnings per share as if the fair value method of accounting had
been applied.

Earnings Per Share

Following the Offering, the Company will adopt Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128"). SFAS No.
128 requires a presentation of basic earnings per share ("basic EPS") and
diluted earnings per share ("diluted EPS"). Basic EPS excludes dilution and is
determined by dividing income available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted EPS
reflects the potential dilution that could occur if securities and other
contracts to issue common stock were exercised or converted into common stock.

Income Taxes

Income taxes have been computed using the asset and liability approach.
Under this approach deferred income tax assets and liabilities are determined
based on the differences between the financial statement and

F-17
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

tax basis of assets and liabilities using currently enacted tax rates in effect
for the years in which the differences are expected to reverse. For the period
from November 9, 1998 (inception date) to December 31, 1998, no income tax
benefit was recorded associated with the pre-tax loss because such realization
could not be construed to be more likely than not.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements. While management believes that the
estimates and related assumptions used in the preparation of the financial
statements are appropriate, actual results could differ from those estimates.
Estimates are made when accounting for the income taxes.

Note 3--Stockholders' Equity

Issuance of Common Stock to Management Personnel

During the period from November 9, 1998 (inception date) to December 31,
1998, 70,050 shares were issued to Rondol E. Eagle, Chief Integration Officer,
for $3 of consideration. For accounting purposes, compensation expense of $732
has been reflected in the accompanying Statement of Operations.

Employee Incentive Compensation Plan

Prior to the offering, the Company's Board of Directors and stockholders
will adopt the Company's Employee Incentive Compensation Plan (the "Incentive
Plan"). Awards under this plan may take the form of: (1) incentive stock
options or non-qualified stock options; (2) stock appreciation rights; (3)
restricted or deferred stock; (4) dividend equivalents; and (5) cash awards or
other awards not otherwise provided for, the value of which is based in whole
or in part upon the value of the common stock. CenterPoint's compensation
committee will administer the plan and generally select the individuals who
will receive awards as well as determine the terms and conditions of those
awards.

Upon adopting the Incentive Plan, CenterPoint will reserve shares of common
stock for use in connection with the plan. The number of shares available for
use under the plan at any given time will not exceed fifteen percent of the
total number of shares of common stock outstanding at that time. Shares
attributable to awards which have expired, terminated, canceled or forfeited
are available for issuance for future awards.

Upon completion of the Offering, non-qualified stock options to purchase an
aggregate number of shares up to 7.5 percent of the total shares then
outstanding (less 75,000 shares issuable to non-employee directors as described
below) will be granted. Such options will be allocated among management of
CenterPoint and the employees of the CenterPoint Companies. The grants will be
effective as of the date of the offering and each option will have an exercise
price equal to the initial public offering price. These options will vest over
periods ranging from three to five years and will expire ten years from the
date of grant or earlier if there is a termination of employment.

The plan also provides for: (a) the automatic grant to each non-employee
director serving at the closing of the offering of an option to purchase 15,000
shares of common stock; and (b) after the offering, the

F-18
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars in thousands)

automatic grant to each non-employee director of an option to purchase 15,000
shares when the director is initially elected. In addition, the plan provides
for an automatic annual grant to each non-employee director of an option to
purchase 7,500 shares at each annual meeting of stockholders following the
offering. However, if the first annual meeting of stockholders following a non-
employee director's initial election is within three months of the date of the
election or appointment, the non-employee director will not be granted an
option at the annual meeting. These options will have an exercise price per
share equal to the fair market value of a share at the date of grant, will
expire at the earlier of ten years from the date of grant or one year after
termination of service as a director, and will be immediately exercisable upon
grant.

The Company intends to file a registration statement on Form S-8 under the
Securities Act registering the issuance of shares upon exercise of options
granted under the Incentive Plan.

Employee Stock Purchase Plan

Prior to the closing of the Offering, CenterPoint plans to adopt an employee
stock purchase plan. For purposes of such plan, generally the first day of each
year will be the grant date and the last day of each year will be the exercise
date. On each exercise date, payroll deductions credited to participants'
accounts will be automatically applied to the purchase price of Common Stock at
a price per share equal to 85 percent of the fair market value of the Common
Stock on the grant or exercise date, whichever is less.

Note 4--Related Party Transactions

As of December 31, 1998, CenterPoint has outstanding payables to related
parties of $892 due to BGL Capital, a CenterPoint shareholder, and CCP Group.
These payables represent out-of-pocket expenses which have been expensed in the
Statement of Operations in the period from November 9, 1998 (inception date)
through December 31, 1998.

Note 5--Subsequent Events

CenterPoint has signed definitive agreements to acquire all of the
outstanding common stock of eleven companies ("CenterPoint Companies") to be
consummated contemporaneously with this Offering. The CenterPoint Companies are
Reznick Fedder & Silverman, P.C. ("Reznick"); Robert F. Driver Co., Inc.
("Driver"); Mann Frankfort Stein & Lipp, P.C. ("Mann Frankfort"); Follmer
Rudzewicz & Company, P.C. ("Follmer"); Berry, Dunn, McNeil & Parker, Chartered
("Berry Dunn"); Urbach Kahn & Werlin, P.C. ("Urbach"); Self Funded Benefits,
Inc. D/B/A Insurance Design Administrators ("IDA"); Grace & Company, P.C.
("Grace"); Holthouse Carlin & Van Trigt LLP ("Holthouse"); the Reppond
Companies ("Reppond"); and Simione, Scillia, Larrow & Dowling LLC ("Simione").

Concurrently with and as a condition to closing of the Offering, CenterPoint
will acquire all of the outstanding common stock of the CenterPoint Companies.
The Mergers will be accounted for using the purchase method of accounting with
CenterPoint being treated as the accounting acquiror in accordance with Staff
Accounting Bulletin No. 97 and APB 16.

F-19
<PAGE>

CENTERPOINT ADVISORS, INC.

NOTES TO FINANCIAL STATEMENTS

(Dollars in thousands)

The following table reflects the consideration to be paid in cash and shares
of Common Stock:

<TABLE>
<CAPTION>
Shares of
Cash(1) Common Stock
------- ------------
<S> <C> <C>
Reznick............................................... $16,899 1,810,553
Driver................................................ 500 2,944,445
Mann Frankfort........................................ 16,503 1,768,200
Follmer............................................... 13,600 1,457,143
Berry Dunn............................................ 6,821 931,357
Urbach Kahn........................................... 9,190 1,023,943
IDA................................................... 8,154 873,669
Grace................................................. 2,840 304,286
Holthouse............................................. 5,603 600,343
Reppond............................................... -- 447,428
Simione............................................... 3,808 408,000
------- ----------
Total............................................. $83,918 12,569,367
======= ==========
</TABLE>
- --------
(1) In addition to the consideration set forth in the table, the former
stockholders of Driver will be entitled to receive a contingent cash
payment equal to 6.75 times the amount, if any, by which Driver's adjusted
earnings before interest, taxes, depreciation and amortization ("EBITDA")
for 2000 exceed $11,600. The former stockholders of IDA will be entitled to
a contingent cash payment equal to the lesser of (a) $3,415 and (b) 6.75
times the amount, if any, by which IDA's adjusted EBITDA for 2000 exceeds
$3,290. The former stockholders of Reppond will be entitled to receive a
contingent cash payment which will be calculated with respect to a
specified twelve month period ending in 2003 and based on the amount by
which the adjusted EBITDA of CenterPoint's employee benefits business
(excluding IDA) exceeds specified thresholds. One of Reppond's stockholders
will also be entitled to receive contingent cash payments with respect to
each of the first five twelve month periods following the closing of the
Mergers. Such payments will be based on the amount by which Reppond's
adjusted EBITDA for the applicable period exceeds specified thresholds.

In order to comply with standards of the accounting profession and
applicable state regulations governing the profession, CenterPoint is requiring
that the CenterPoint Companies cease providing attest services prior to the
closing of the acquisition, if applicable. Following the closing, all attest
services formerly provided by the CenterPoint Companies will be provided by
newly created separate legal entities (the Attest Firms) which will be owned by
former owners of the CenterPoint Companies who are certified public
accountants. Pursuant to services agreements, CenterPoint will provide
professional and other personnel, equipment, office space and business and
administrative services necessary to operate the Attest Firms.

On April 7, 1999, CenterPoint filed a registration statement on Form S-1 for
this Offering.

F-20
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Reznick Fedder & Silverman, P.C.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Reznick
Fedder & Silverman, P.C. (the Company) and its subsidiaries at September 30,
1997 and 1998, and the results of their operations and their cash flows for
each of the three years in the period ended September 30, 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 audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 29, 1999

F-21
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

CONSOLIDATED BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
September 30,
--------------- December 31,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................... $ 3,962 $ 5,774 $ 995
Fees receivable, net of allowance for doubtful
accounts of $3,037, $3,526 and $3,745, respec-
tively......................................... 11,934 14,528 10,959
Unbilled fees, at net realizable value.......... 1,932 2,542 6,439
Deferred income taxes........................... 2,035 1,752 1,700
Prepaid expenses and other current assets....... 242 244 418
------- ------- -------
Total current assets.......................... 20,105 24,840 20,511
Property and equipment, net....................... 2,389 2,863 2,822
Cash surrender value of life insurance............ 580 558 558
Intangible assets, net............................ 414 403 399
Deferred income taxes............................. 1,147 1,327 1,353
------- ------- -------
Total assets.................................. $24,635 $29,991 $25,643
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt................................. $ -- $ -- $ 900
Current portion of long-term debt............... 1,201 1,063 931
Accounts payable and accrued expenses........... 1,347 1,217 517
Accrued compensation and related costs to
employees...................................... 1,384 2,274 1,008
Accrued compensation and related costs to
shareholders................................... 13,252 18,214 13,223
Deferred compensation due to former shareholders
and shareholder................................ 106 91 91
------- ------- -------
Total current liabilities..................... 17,290 22,859 16,670
Long-term debt.................................... 1,150 999 2,880
Deferred compensation due to former shareholders.. 963 865 820
Accrued bonus..................................... 2,090 2,347 2,411
------- ------- -------
Total liabilities............................. 21,493 27,070 22,781
------- ------- -------
Shareholders' equity:
Common stock, no par value; 10,000 shares
authorized;
2,900 shares issued and outstanding............ -- -- --
Additional paid-in capital...................... 1,422 1,422 1,422
Retained earnings............................... 1,720 1,499 1,440
------- ------- -------
Total shareholders' equity.................... 3,142 2,921 2,862
------- ------- -------
Total liabilities and shareholders' equity.... $24,635 $29,991 $25,643
======= ======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-22
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

CONSOLIDATED STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year Three Months
Ended September 30, Ended December 31,
------------------------- --------------------
1996 1997 1998 1997 1998
------- ------- ------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Professional services....... $31,483 $35,103 $47,877 $ 9,338 $ 9,848
------- ------- ------- --------- ---------
Expenses:
Shareholder and officer
compensation and related
costs...................... 7,784 8,170 13,516 1,360 769
Employee compensation and
related costs.............. 17,477 19,617 25,792 5,829 6,937
Occupancy costs............. 1,977 2,363 2,746 677 691
Office operating expenses... 669 958 1,020 231 273
Depreciation and
amortization............... 732 869 984 254 246
Other selling, general and
administrative expenses.... 2,853 3,340 3,752 1,010 1,011
------- ------- ------- --------- ---------
31,492 35,317 47,810 9,361 9,927
------- ------- ------- --------- ---------
Operating income (loss)... (9) (214) 67 (23) (79)
------- ------- ------- --------- ---------
Other (income) expense:
Interest expense............ 399 430 543 69 58
Interest income............. (53) (242) (40) (13) (16)
Other....................... (125) (122) (112) (5) (36)
------- ------- ------- --------- ---------
221 66 391 51 6
------- ------- ------- --------- ---------
Loss before benefit for income
taxes........................ (230) (280) (324) (74) (85)
Benefit for income taxes...... (74) (81) (103) (20) (26)
------- ------- ------- --------- ---------
Net loss...................... $ (156) $ (199) $ (221) $ (54) $ (59)
======= ======= ======= ========= =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-23
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Common Stock Additional Total
-------------- Paid-in Retained Shareholders'
Shares Amount Capital Earnings Equity
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1995..... 2,000 $ -- $ 2 $2,946 $2,948
Issuance of common stock..... 100 -- -- -- --
Net income................... -- -- -- (156) (156)
----- ----- ------ ------ ------
Balance at September 30, 1996.. 2,100 -- 2 2,790 2,792
Issuance of common stock..... 100 -- -- -- --
Issuance of common stock
for acquisition............. 500 -- 1,420 -- 1,420
Declaration of deferred com-
pensation to
shareholder................. -- -- (449) (449)
Redemption of common stock... (100) -- -- (422) (422)
Net loss..................... -- -- -- (199) (199)
----- ----- ------ ------ ------
Balance at September 30, 1997.. 2,600 -- 1,422 1,720 3,142
Issuance of common stock..... 300 -- -- -- --
Net income................... -- -- -- (221) (221)
----- ----- ------ ------ ------
Balance at September 30, 1998.. 2,900 -- 1,422 1,499 2,921
Net loss (unaudited)......... -- -- -- (59) (59)
----- ----- ------ ------ ------
Balance at December 31, 1998
(unaudited)................... 2,900 $ -- $1,422 $1,440 $2,862
===== ===== ====== ====== ======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-24
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year Three Months
Ended September 30, Ended December 31,
------------------------- --------------------
1996 1997 1998 1997 1998
------- ------- ------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating ac-
tivities:
Net loss.................... $ (156) $ (199) $ (221) $ (54) $ (59)
Adjustments to reconcile net
income to net cash
provided by (used in) oper-
ating activities:
Depreciation and amortiza-
tion..................... 732 869 984 254 246
Changes in deferred income
taxes.................... 74 81 103 20 26
Changes in operating as-
sets and liabilities:
Fees receivable......... (1,273) (163) (2,594) 1,882 3,569
Unbilled fees........... (234) 64 (610) (4,578) (3,897)
Prepaid expenses and
other assets........... 81 (215) 20 340 (174)
Accounts payable and ac-
crued expenses......... (119) 219 (130) (379) (700)
Accrued compensation and
related costs.......... 552 (138) 890 (600) (1,266)
Accrued compensation and
related costs to
shareholders........... 1,572 929 4,962 (2,197) (4,991)
Accrued bonus........... 183 203 257 321 64
------- ------- ------- --------- ---------
Net cash provided by
(used in) operating
activities........... 1,412 1,650 3,661 (4,991) (7,182)
------- ------- ------- --------- ---------
Cash flows from investing ac-
tivities:
Purchase of property and
equipment.................. (684) (1,317) (1,447) (779) (201)
Business acquisition (net of
cash acquired)............. -- 9 -- -- --
------- ------- ------- --------- ---------
Net cash used in in-
vesting activities... (684) (1,308) (1,447) (779) (201)
------- ------- ------- --------- ---------
Cash flows from financing ac-
tivities:
Proceeds from the issuance
of long-term debt.......... 1,343 3,336 3,425 2,478 1,080
Payments of long-term debt.. (1,421) (2,716) (3,714) (380) (228)
Borrowings under short-term
agreements................. -- -- -- -- 900
Payments to former share-
holders.................... (84) (111) (113) (59) (45)
Loan from shareholders...... 643 641 647 647 897
Payments to shareholders.... (643) (641) (647) -- --
------- ------- ------- --------- ---------
Net cash (used in)
provided by financing
activities........... (162) 509 (402) 2,686 2,604
------- ------- ------- --------- ---------
Net increase (decrease) in
cash and cash equivalents.... 566 851 1,812 (3,084) (4,779)
Cash and cash equivalents at
beginning of period.......... 2,545 3,111 3,962 3,962 5,774
------- ------- ------- --------- ---------
Cash and cash equivalents at
end of period................ $ 3,111 $ 3,962 $ 5,774 $ 878 $ 995
======= ======= ======= ========= =========
Supplemental disclosure of
cash flow information:
Cash paid during the period
for:
Interest.................. $ 268 $ 264 $ 209 $ 69 $ 58
Income taxes.............. $ -- $ -- $ -- $ -- $ --
Noncash transactions:
Value of common stock issued
for acquisition............ $ -- $ 1,420 $ -- $ -- $ --
Reclassification of amounts
due to former shareholders
and shareholder from equity
to liability............... $ -- $ 871 $ -- $ -- $ --
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-25
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Reznick Fedder & Silverman, P.C. (the Company) is a Maryland professional
service corporation, with approximately 500 professional staff members, which
provide professional accounting services. The firm has offices in Bethesda,
Maryland; Baltimore, Maryland; Charlotte, North Carolina; Boston,
Massachusetts; and Atlanta, Georgia.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions
and balances are eliminated in consolidation.

Revenue Recognition:

The Company recognizes revenue as the related services are provided. The
Company bills clients based upon actual hours incurred on client projects at
expected net realizable rates per hour, plus any out-of-pocket expenses. The
cumulative impact of any subsequent revision in the estimated realizable value
of unbilled fees for a particular client project is reflected in the period in
which the change becomes known. Any anticipated losses expected to be incurred
in connection with the completion of a project are recognized when known.
Outstanding fees receivable are evaluated each period to assess the adequacy of
the allowance for doubtful accounts.

Unbilled Fees:

Unbilled fees represent the anticipated net realizable value for hours
incurred by the Company's professional and administrative staff, plus out-of-
pocket expenses, on projects which had not yet been billed to clients as of
period end.

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
5 to 27.5 years. Expenditures for maintenance and repairs and minor renewals
and betterments which do not improve or extend the life of the respective
assets are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

F-26
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Asset Impairment Assessments:

The Company reviews long-lived assets for impairment whenever events or
circumstances indicate that the carrying value of such assets may not be fully
recoverable. An impairment is recognized to the extent that the sum of
undiscounted estimated future cash flows expected to result from use of the
assets is less than the carrying value. No impairment has been recognized
through September 30, 1998.

Intangible Assets:

Intangible assets consist of goodwill, which represents the excess of cost
over the fair value of assets acquired in business combinations accounted for
under the purchase method. Substantially all goodwill is amortized on a
straight-line basis over an estimated useful life of 40 years.

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable and accrued liabilities
and debt approximate fair value.

Income Taxes:

Income taxes have been computed using the asset and liability approach.
Under this approach, deferred income tax assets and liabilities are determined
based on the differences between the financial statement and tax basis of asset
and liabilities using currently enacted tax rates in effect for the years in
which the differences are expected to reverse.

Concentration of Credit Risk:

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of fees receivable. Receivables
arising from services provided to clients are not collateralized and, as a
result, management continually monitors the financial condition of its clients
to reduce the risk of loss.

Use of Estimates:

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amount of revenues
and expenses during the reporting period. While management believes that the
estimates and related assumptions used in the preparation of the consolidated
financial statements are appropriate, actual amounts could differ from those
estimates. Estimates are made when accounting for allowances for doubtful
accounts, depreciation and amortization, and income taxes.

Unaudited Interim Financial Statements:

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position of the Company at December 31, 1998, and
the results of its operations and its cash flows for the three months ended
December 31, 1997 and 1998, as presented in the accompanying unaudited interim
financial statements.

F-27
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 3--BUSINESS COMBINATION

Effective August 1, 1997, the Company issued 500 shares of its common stock
in exchange for all the outstanding common stock of Sacks, McGibney, Trotta &
Koppelman, P.A. (SMTK), a Maryland professional corporation engaged in
providing accounting, attestation, tax and consulting services principally to
clients in the healthcare industry. The merger has been accounted for using the
purchase method of accounting whereby the total acquisition cost has been
allocated to the consolidated assets and liabilities based upon their estimated
respective fair values. The total acquisition cost is allocated to the acquired
net assets as follows:

<TABLE>
<S> <C>
Cash.............................................................. $ 9
Accounts receivable............................................... 1,804
Property and equipment............................................ 133
Goodwill.......................................................... 414
Accrued expenses.................................................. (151)
Notes payable..................................................... (375)
Accrued bonus..................................................... (414)
------
Value of stock issued............................................. $1,420
======
</TABLE>

Unaudited pro forma results of operations of the Company for the years ended
September 30, 1996 and 1997 are included below. Such pro forma presentation has
been prepared assuming that the SMTK acquisition had occurred as of October 1,
1995 and 1996, respectively.

<TABLE>
<CAPTION>
September 30,
---------------
1996 1997
------- -------
<S> <C> <C>
Revenues.................................................. $38,849 $39,426
Net income................................................ 864 (536)
</TABLE>

F-28
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 4--SELECTED FINANCIAL STATEMENT INFORMATION

Additional information concerning consolidated financial accounts includes
the following:

<TABLE>
<CAPTION>
September 30,
---------------- December 31,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
Property and equipment, net:
Leasehold improvements.................. $ 506 $ 589 $ 589
Furniture and fixtures.................. 1,941 2,307 2,520
Land.................................... 67 67 67
Buildings............................... 460 445 445
Equipment............................... 2,712 3,322 3,435
------- ------- -------
5,686 6,730 7,056
Less accumulated depreciation and
amortization............................. (3,297) (3,867) (4,234)
------- ------- -------
$ 2,389 $ 2,863 $ 2,822
======= ======= =======
Intangible assets, net:
Goodwill................................ $ 414 $ 414 $ 414
Less accumulated amortization........... -- (11) (15)
------- ------- -------
$ 414 $ 403 $ 399
======= ======= =======
Accounts payable and accrued liabilities:
Accrued insurance....................... $ 253 $ 353 $ --
Accrued rent............................ 389 296 273
Accrued legal........................... 250 250 --
Other................................... 455 318 244
------- ------- -------
$ 1,347 $ 1,217 $ 517
======= ======= =======
</TABLE>

NOTE 5--COMPENSATION--RELATED ACCRUALS

Accrued Bonus:

Upon termination or as otherwise determined by the Shareholders or the
Executive Committee, each shareholder or non-shareholder officer receives a
bonus (the "accrued bonus") which is calculated as follows: (1) if the
shareholder or non-shareholder officer held that position since October 1, 1985
or earlier, $250, except for one individual for whom the amount of accrued
bonus is $500 or (2) if the shareholder or non-shareholder officer has held
that position after October 1, 1985, 10 percent of the total cash compensation
paid him during the time he has been a shareholder or non-shareholder officer,
provided that the individual has held the position of shareholder or non-
shareholder officer for at least two years as of the date that the amount
becomes payable, and in no event will the bonus exceed $100.

F-29
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Net accrued bonus cost for the Company includes the following components:

<TABLE>
<CAPTION>
Fiscal Year Ended
September 30,
-----------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Service cost............................................ $ 17 $ 30 $ 49
Interest cost........................................... 114 121 156
Amortization of prior service cost...................... 53 53 53
----- ----- -----
Net deferred compensation cost.......................... $ 184 $ 204 $ 258
===== ===== =====
</TABLE>

Assumptions used in the development of pension data follow:

<TABLE>
<CAPTION>
Fiscal Year Ended
September 30,
---------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Discount rate........................................ 7.0% 7.0% 7.0%
</TABLE>

The Company's accrued bonus plan is currently not funded. The following
table presents the status of the Company's accrued bonus benefits:

<TABLE>
<CAPTION>
September 30,
----------------
1997 1998
------- -------
<S> <C> <C>
Projected benefit obligation............................ $ 2,595 $ 2,267
Funded status........................................... $(2,595) $(2,267)
Unrecognized prior service cost......................... 210 158
Unrecognized (gain) loss................................ 295 (238)
------- -------
Accrued deferred compensation cost...................... $(2,090) $(2,347)
======= =======
</TABLE>

Amounts Due to Former Shareholders and Shareholder:

Annually, each shareholder is allocated accrued compensation (as defined in
the Shareholders' Agreement). Accrued compensation bears interest at 7 percent
per annum. To the extent that each shareholder's balance exceeds $200, interest
is expensed and paid to the shareholder. Unpaid interest is included in the
accrued compensation to shareholders account balance.

Upon termination or as otherwise determined by the shareholders or the
Executive Committee, the unpaid balance of accrued compensation and interest is
transferred to amounts due to former shareholders and shareholder and bears
interest at the rate of 10 percent, except in the case of voluntary
termination, in which case the interest rate is 7 percent. The unpaid portion
of the accrued compensation is paid in equal monthly installments of principal
and interest in an amount equal to one-quarter of the individual's average
monthly compensation for the last five years of employment. The period of
payment for the accrued compensation shall be the shorter of the period
resulting from the computation of payments or fifteen years (and the
amortization of payments shall be determined accordingly).

F-30
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 6--CREDIT FACILITIES

Short-Term Debt:

The Company has a Short-Term Credit Agreement which allows for cash
borrowings at prime rate of up to $3,500. The Short-Term Credit Agreement
expires annually on May 31. Upon expiration, the Short-Term Credit Agreement
may be renewed, with the consent of the bank, annually. No cash borrowings were
outstanding under this agreement at September 30, 1997 or 1998. At December 31,
1998, $900 was outstanding under this agreement. This agreement is fully
collateralized through the Company's current accounts receivable.

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
September 30,
---------------- December 31,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
Loans from bank............................. $ 1,687 $ 1,719 $2,566
Mortgage loans.............................. 289 281 285
Note payable................................ 125 62 63
Note payable to bank........................ 250 -- --
Loan from shareholders...................... -- -- 897
------- ------- ------
2,351 2,062 3,811
Less current portion........................ (1,201) (1,063) (931)
------- ------- ------
Total..................................... $ 1,150 $ 999 $2,880
======= ======= ======
</TABLE>

The loans from bank bear interest at variable and fixed rates ranging from
8.18 percent to 8.9 percent. The loans allow for borrowing to a specified limit
until a point in time. At that point in time, the loans are repaid in monthly
installments of principal and interest rates ranging from prime to prime plus 1
percent. The loan agreements include customary representations and restrictive
covenants.

Mortgage loans bear interest at fixed rates ranging from 7.75 percent to
9.25 percent. Principal and interest payments are paid monthly over a 30-year
period. Real property is pledged as collateral for these loans.

In connection with the SMTK acquisition (Note 3), the Company assumed a note
payable maturing on March 1, 1999. The total amount owed at the date of
acquisition was $125.

Assumed in the SMTK acquisition (Note 3), the note payable to the bank is a
$450 revolving credit facility that bears interest at the bank's prime rate
plus 1 percent. The balance is due upon demand. Interest is payable monthly.
The entire balance is collateralized by accounts receivable and equipment of
SMTK.

F-31
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999................................................................ $1,063
2000................................................................ 664
2001................................................................ 206
2002................................................................ 32
2003................................................................ 32
Thereafter.......................................................... 65
------
Total............................................................. $2,062
======
</TABLE>

Interest expense was $209, $264, $268, $69 (unaudited) and $58 (unaudited)
for the fiscal years ended September 30, 1996, 1997 and 1998 and the three
months ended December 31, 1997 and 1998, respectively.

NOTE 7--INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
Fiscal Year
Ended September
30,
-----------------
1996 1997 1998
---- ---- -----
<S> <C> <C> <C>
Deferred tax expense:
Federal.............................................. $(64) $(71) $ (90)
State................................................ (10) (10) (13)
---- ---- -----
Total benefit for income taxes..................... $(74) $(81) $(103)
==== ==== =====
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
September 30,
------------- December 31,
1997 1998 1998
------ ------ ------------
(Unaudited)
<S> <C> <C> <C>
Deferred tax assets:
Accrual to cash adjustment.................... $2,035 $1,752 $1,700
Accrued bonuses............................... 836 939 965
Depreciation.................................. 280 367 367
Net operating loss carryforwards.............. 31 21 21
------ ------ ------
Net deferred tax assets......................... $3,182 $3,079 $3,053
====== ====== ======
Net current deferred tax asset.................. $2,035 $1,752 $1,700
Net long-term deferred tax asset................ 1,147 1,327 1,353
------ ------ ------
Net deferred tax asset.......................... $3,182 $3,079 $3,053
====== ====== ======
</TABLE>

F-32
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

The Company's effective rate varied from the U.S. statutory federal income
tax rate as follows:

<TABLE>
<CAPTION>
Fiscal Year Three Months
Ended Ended
September 30, December 31,
------------------ ----------------
1996 1997 1998 1997 1998
---- ---- ---- ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Statutory rate........................ (35)% (35)% (35)% (35)% (35)%
Non-temporary differences:
State tax........................... (5) (5) (5) (5) (5)
Non-deductible items................ 8 11 8 13 9
--- --- --- ------ ------
Total provision................... (32)% (29)% (32)% (27)% (31)%
=== === === ====== ======
</TABLE>

NOTE 8--LEASE COMMITMENTS

The Company leases office space at five locations. The Company's main office
in Bethesda, Maryland is an eleven-year lease expiring on October 31, 2001 with
two five-year options to renew and a four-year sublease agreement expiring July
30, 2000. The Company's Baltimore, Maryland office is leased under a ten-year
lease expiring on October 31, 2007 with two five-year options to renew. The
Company's Charlotte, North Carolina office has exercised their second one-year
option to renew their original ten-year lease, extending the expiration to
September 30, 2000. The Company's Boston, Massachusetts office is a five-year
lease with one five-year option to renew. The Company's Atlanta, Georgia office
is leased under a seven-year lease expiring on November 30, 2004 with one five-
year option to renew. All leases are subject to future periodic adjustments to
reflect the increases in operating expenses incurred by the lessor. The Company
has entered into other lease agreements with unrelated parties with various
base rents and terms in connection with photocopiers utilized at the Company's
five offices.

Future minimum lease payments under noncancelable operating leases are as
follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999............................................................... $ 2,935
2000............................................................... 3,111
2001............................................................... 2,641
2002............................................................... 1,223
2003............................................................... 1,114
Thereafter......................................................... 3,020
-------
Total............................................................ $14,044
=======
</TABLE>

Rent expense for all operating leases for the fiscal years ended September
30, 1996, 1997 and 1998 and the three months ended December 31, 1997 and 1998
was approximately $1,977, $2,363, $2,745, $677 (unaudited) and $691
(unaudited), respectively.

F-33
<PAGE>

REZNICK FEDDER & SILVERMAN, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 9--EMPLOYEE BENEFIT PLAN

The Company has a 401(k) profit sharing plan (Plan) for substantially all
employees. The amended and restated provisions of the Plan became effective in
July, 1997. The Company makes annual matching contributions to the savings plan
equaling 50 percent of the amount of salary reduction elected by the employee
which does not exceed 5 percent of the employee's annual compensation subject
to 20 percent vesting per year over a 5 year period based upon years of
service. The Company may amend or terminate the Plan at any time; however, no
such indication to terminate the Plan has been made.

Contributions by the Company for eligible employees to the Plan for the
years ended September 30, 1996, 1997 and 1998 and the three months ended
December 31, 1997 and 1998 totaled $179, $254, $317, $97 (unaudited) and $148
(unaudited), respectively.

NOTE 10--COMMON STOCK

The Company has authorized capital stock consisting of 10,000 shares of
common stock with no par value. Each shareholder or non-shareholder officer
earns one vote per year at the beginning of each of his first six years as a
shareholder or non-shareholder officer. In no event shall a shareholder or non-
shareholder officer have more than six votes.

NOTE 11--COMMITMENTS AND CONTINGENCIES

Litigation:

The Company is, from time to time, a party to litigation arising in the
normal course of its business. Management believes that none of this litigation
will have a material adverse effect on the financial position, results of
operations or cash flows of the Company.

NOTE 12--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its shareholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which,
following the conversion of the Company from a professional corporation to a
business corporation, a wholly-owned subsidiary of CenterPoint will merge with
and into the Company. All of the Company's outstanding shares will be exchanged
for cash and common stock of CenterPoint concurrently with the consummation of
the initial public offering of the common stock of CenterPoint.

In order to comply with standards of the accounting profession and
applicable state regulations governing the profession, CenterPoint is requiring
that the Company cease providing attest services prior to the closing of the
acquisition. Following the closing, all attest services formerly provided by
the Company will be provided by a newly created separate legal entity (the
Attest Firm) which will be owned by former owners of the Company who are
certified public accountants. Pursuant to a services agreement, CenterPoint
will provide professional and other personnel, equipment, office space and
business and administrative services necessary to operate the Attest Firm.

F-34
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Robert F. Driver Co., Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Robert F.
Driver Co., Inc. and its subsidiaries at July 31, 1998, and the results of
their operations and their cash flows for the periods from August 1, 1997
through May 31, 1998 (date of acquisition of the predecessor company) and June
1, 1998 through July 31, 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 audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 10, 1999

F-35
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Robert F. Driver Co., Inc.:

We have audited the accompanying consolidated balance sheet of Robert F. Driver
Co., Inc. and subsidiaries (the Company) as of July 31, 1997, and the related
consolidated statements of income, stockholders' equity and cash flows for each
of the years in the two-year period ended July 31, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Robert F. Driver
Co., Inc. and subsidiaries as of July 31, 1997 and the results of their
operations and their cash flows for each of the years in the two-year period
ended July 31, 1997, in conformity with generally accepted accounting
principles.

/s/ KPMG LLP
KPMG LLP
San Diego, California
September 10, 1997

F-36
<PAGE>

ROBERT F. DRIVER CO., INC.

CONSOLIDATED BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
July 31,
-------------------- January 31,
1997 1998 1999
------------ ------- -----------
(Predecessor (Unaudited)
Company) (Successor Company)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................. $ 798 $ 2,356 $ 2,989
Premium trust cash......................... 22,053 22,855 12,155
Insurance premiums receivable.............. 8,689 11,665 11,005
Other current assets....................... 230 1,935 719
------- ------- -------
Total current assets..................... 31,770 38,811 26,868
Property and equipment, net.................. 1,214 1,151 1,275
Goodwill, net................................ -- 17,895 20,626
Customer lists acquired, net................. 938 826 770
Deferred income taxes........................ 433 889 905
Other assets................................. 92 800 786
------- ------- -------
Total assets............................. $34,447 $60,372 $51,230
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt............................ $ -- $ 253 $ 253
Current portion of long-term debt.......... 219 1,267 1,789
Accounts payable and accrued expenses...... 4,903 6,005 3,883
Insurance premiums payable................. 23,670 26,250 18,639
Income taxes payable....................... 256 616 --
------- ------- -------
Total current liabilities................ 29,048 34,391 24,564
Long-term debt, net of current portion....... 356 14,263 15,083
Deferred compensation........................ 590 1,331 1,325
------- ------- -------
Total liabilities........................ 29,994 49,985 40,972
------- ------- -------
Class A redeemable preferred stock, $.01 par
value: authorized, issued and outstanding
4,000 shares at July 31, 1998 and January
31, 1999 (unaudited); redeemable at $1,000
per share................................... -- 4,000 4,000
------- ------- -------
Commitments and contingencies
Common stockholders' equity:
Class A common stock, $.01 par value:
authorized 10,000,000 shares; outstanding
738,540 shares at July 31, 1998 and
January 31, 1999 (unaudited).............. -- 7 9
Common stock, $1 par value: authorized
1,650,000 shares; issued and outstanding
1,031,568 shares at July 31, 1997......... 1,032 -- --
Additional paid-in capital................. 418 6,711 8,334
Retained earnings (deficit)................ 3,368 509 (380)
Unearned compensation...................... -- -- (865)
Unearned ESOP contribution................. (365) -- --
------- ------- -------
4,453 7,227 7,098
Stockholder notes receivable............... -- (840) (840)
------- ------- -------
Total stockholders' equity............... 4,453 6,387 6,258
------- ------- -------
Total liabilities and stockholders' equi-
ty...................................... $34,447 $60,372 $51,230
======= ======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-37
<PAGE>

ROBERT F. DRIVER CO., INC.

CONSOLIDATED STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year Six Months Ended
Ended July 31, Period From January 31,
---------------- ---------------------------- -----------------------
August 1, 1997 June 1, 1998
Through Through
1996 1997 May 31, 1998 July 31, 1998 1998 1999
------- ------- -------------- ------------- ------------ ----------
(Unaudited)
(Predecessor Company) (Successor (Predecessor (Successor
Company) Company) Company)
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Commissions and fees.. $26,939 $28,170 $24,446 $8,440 $13,474 $14,891
------- ------- ------- ------ ------- -------
Expenses:
Producer
compensation......... 13,074 12,965 11,630 3,792 6,553 6,626
Employee compensation
and related costs.... 7,261 7,433 6,760 1,715 4,011 5,511
Occupancy costs....... 1,453 1,378 1,144 230 667 714
Office operating
expenses............. 716 759 650 230 355 449
Depreciation and
amortization......... 329 463 656 337 305 976
Other selling, general
and administrative
expenses............. 3,716 3,948 2,162 1,222 1,334 1,615
------- ------- ------- ------ ------- -------
26,549 26,946 23,002 7,526 13,225 15,891
------- ------- ------- ------ ------- -------
Operating income
(loss)............. 390 1,224 1,444 914 249 (1,000)
------- ------- ------- ------ ------- -------
Other (income) expense:
Interest expense...... 70 42 36 220 18 801
Interest income....... (580) (654) (599) (193) (399) (459)
Other................. (109) (213) (161) (6) (5) (255)
------- ------- ------- ------ ------- -------
(619) (825) (724) 21 (386) 87
------- ------- ------- ------ ------- -------
Income (loss) before
provision for income
taxes.................. 1,009 2,049 2,168 893 635 (1,087)
Provision (benefit) for
income taxes........... 354 933 970 384 290 (376)
------- ------- ------- ------ ------- -------
Net income (loss)....... $ 655 $ 1,116 $ 1,198 $ 509 $ 345 $ (711)
======= ======= ======= ====== ======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-38
<PAGE>

ROBERT F. DRIVER CO., INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Class A
Common Stock Common Stock Additional Retained Stockholder Unearned Total
-------------- ------------------- Paid-In Earnings Notes Unearned ESOP Stockholders'
Shares Amount Shares Amount Capital (Deficit) Receivable Compensation Contributions Equity
------- ------ ---------- ------- ---------- -------- ----------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July
31, 1995........ -- $ -- 1,018,697 $ 1,019 $ 10 $ 1,750 $ -- $ -- $ (389) $ 2,390
Net income...... -- -- -- -- -- 655 -- -- -- 655
Stock
repurchased and
retired........ -- -- (25) -- (1) -- -- -- -- (1)
Advances and
unearned
contributions
to ESOP........ -- -- -- -- -- -- -- -- (1,340) (1,340)
Allocation of
contributions
to ESOP........ -- -- -- -- -- -- -- -- 900 900
Repayment by
ESOP of
unearned
compensation... -- -- -- -- -- -- -- -- 64 64
------- ----- ---------- ------- ------ ------- ------- ----- ------ -------
Balance at July
31, 1996........ -- -- 1,018,672 1,019 9 2,405 -- -- (765) 2,668
Net income...... -- -- -- -- -- 1,116 -- -- -- 1,116
Stock issued.... -- -- 21,081 21 418 -- -- -- -- 439
Stock
repurchased and
retired........ -- -- (8,185) (8) (9) (153) -- -- -- (170)
Advances and
unearned
contributions
to ESOP........ -- -- -- -- -- -- -- -- (400) (400)
Allocation of
contributions
to ESOP........ -- -- -- -- -- -- -- -- 800 800
------- ----- ---------- ------- ------ ------- ------- ----- ------ -------
Balance at July
31, 1997........ -- -- 1,031,568 1,032 418 3,368 -- -- (365) 4,453
Net income...... -- -- -- -- -- 1,198 -- -- -- 1,198
Stock issued.... -- -- 500 1 10 -- -- -- -- 11
Stock
repurchased and
retired........ -- -- (4,699) (6) (128) -- -- -- -- (134)
Advances to
ESOP........... -- -- -- -- -- -- -- -- (542) (542)
Repayment of
advances to
ESOP........... -- -- -- -- -- -- -- -- 907 907
Adjustment of
Predecessor
Company balance
due to
leveraged
buyout......... -- -- (1,027,369) (1,027) (300) (4,566) -- -- -- (5,893)
Capitalization
of
Successor
Company........ 444,301 4 -- -- 3,772 -- -- -- -- 3,776
Issuance of
Class A
Common Stock... 294,239 3 -- -- 2,939 -- (1,183) -- -- 1,759
------- ----- ---------- ------- ------ ------- ------- ----- ------ -------
Balance at May
31, 1998........ 738,540 7 -- -- 6,711 -- (1,183) -- -- 5,535
Net income...... -- -- -- -- -- 509 -- -- -- 509
Payments on
stockholder
notes
receivable..... -- -- -- -- -- -- 343 -- -- 343
------- ----- ---------- ------- ------ ------- ------- ----- ------ -------
Balance at July
31, 1998........ 738,540 7 -- -- 6,711 509 (840) -- -- 6,387
Unaudited data:
Net income...... -- -- -- -- -- (711) -- -- -- (711)
Issuance of
Class A
Common Stock... 135,000 2 -- -- 1,348 -- -- (865) -- 485
Issuance of
warrants....... -- -- -- -- 275 -- -- -- -- 275
Dividends paid.. -- -- -- -- -- (178) -- -- -- (178)
------- ----- ---------- ------- ------ ------- ------- ----- ------ -------
Balance at
January 31, 1999
(unaudited)..... 873,540 $ 9 -- $ -- $8,334 $ (380) $ (840) $(865) $ -- $ 6,258
======= ===== ========== ======= ====== ======= ======= ===== ====== =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-39
<PAGE>

ROBERT F. DRIVER CO., INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Period From
----------------------------
Fiscal Year Six Months
Ended July 31, August 1, 1997 June 1, 1998 Ended January 31,
--------------- Through Through -----------------------
1996 1997 May 31, 1998 July 31, 1998 1998 1999
------- ------ -------------- ------------- ------------ ----------
(Unaudited)
(Predecessor Company) (Successor (Predecessor (Successor
Company) Company) Company)
<S> <C> <C> <C> <C> <C> <C>
Cash flows from operat-
ing activities:
Net income (loss)...... $ 655 $1,116 $ 1,198 $ 509 $ 345 $ (711)
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Stock based
compensation........ -- -- -- -- -- 85
Depreciation and
amortization........ 329 463 656 337 305 976
Change in deferred
income taxes........ 46 (342) (217) (239) (106) (16)
Changes in operating
assets and
liabilities:
Premium trust
cash.............. 332 (4,788) 7,348 (8,150) 11,440 10,700
Insurance premiums
receivable........ 352 801 (3,636) 659 738 660
Other assets....... (173) 301 (579) (157) (144) (841)
Accounts payable
and accrued
expenses.......... 567 17 (870) 1,972 (1,502) (2,122)
Insurance premiums
payable........... (1,658) 2,129 (2,797) 5,377 (9,576) (7,611)
Income taxes
payable........... 65 139 249 111 (611) (616)
Deferred
compensation...... -- 590 500 241 260 (6)
------- ------ -------- ------- ------- -------
Net cash provided
by operating
activities....... 515 426 1,852 660 1,149 498
------- ------ -------- ------- ------- -------
Cash flows from
investing activities:
Purchase of predecessor
company............... -- -- (17,064) -- -- --
Purchase of Sedgwick of
California............ -- -- -- -- -- (2,750)
Purchase of Ochinero... -- -- -- -- -- (250)
Purchases of equipment
and leasehold
improvements.......... (382) (351) (479) (51) (208) (468)
Collections on notes
receivable............ 55 49 -- -- -- --
Purchase of customer
lists................. -- (193) -- -- -- --
Cash received in
acquisition of Cal-
Central............... -- 4 -- -- -- --
------- ------ -------- ------- ------- -------
Net cash used in
investing
activities....... (327) (491) (17,543) (51) (208) (3,468)
------- ------ -------- ------- ------- -------
Cash flows from
financing activities:
Proceeds from debt
issuance.............. -- -- 16,178 -- -- 1,924
Proceeds from revolving
line of credit........ 500 -- 253 -- -- --
Principal payments on
debt.................. (669) (294) (1,027) (202) (11) (582)
Repurchase of common
stock................. (1) (170) -- -- (102) --
Proceeds from issuance
of common stock
warrants.............. -- -- 730 -- -- 275
Proceeds from issuance
of common stock....... -- -- -- -- -- 400
Payments received on
stockholder notes..... -- -- -- 343 -- 1,764
Dividends paid......... -- -- -- -- -- (178)
Contributions
(advances) to ESOP.... (440) 400 (542) -- -- --
Repayment received from
ESOP.................. 64 -- 907 -- -- --
------- ------ -------- ------- ------- -------
Net cash (used in)
provided by
financing
activities....... (546) (64) 16,499 141 (113) 3,603
------- ------ -------- ------- ------- -------
Net (decrease) increase
in cash and cash
equivalents............ (358) (129) 808 750 828 633
Cash and cash
equivalents at
beginning of period.... 1,285 927 798 1,606 798 2,356
------- ------ -------- ------- ------- -------
Cash and cash
equivalents at end of
period................. $ 927 $ 798 $ 1,606 $ 2,356 $ 1,626 $ 2,989
======= ====== ======== ======= ======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-40
<PAGE>

ROBERT F. DRIVER CO., INC.

CONSOLIDATED STATEMENT OF CASH FLOWS--(Continued)

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year
Ended
July 31, Period From
------------ ----------------------------
August 1, 1997 June 1, 1998
Through Through
1996 1997 May 31, 1998 July 31, 1998
---- ------- -------------- -------------
(Predecessor Company) (Successor
Company)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Supplementary disclosures of cash
flow information:
Cash payments for:
Interest........................ $ 66 $ 42 $ 220 $ 36
Income taxes.................... $244 $ 1,135 $ 512 $ 938
Supplementary disclosure of noncash
investing activities:
The Company's 1997 business
acquisitions involved the
following:
Fair value of assets acquired
other than cash and cash
equivalents.................... $-- $ 1,166 $ 30,230 $ --
Liabilities assumed............. -- (1,184) (26,957) --
---- ------- -------- -----
Net liabilities assumed, other
than cash and cash
equivalents.................. $-- $ (18) $ 3,273 $ --
==== ======= ======== =====
Supplementary disclosure of noncash
financing activities:
Issuance of common stock for
acquisition...................... $-- $ 439 $ 3,776 $ --
Debt assumed in acquisitions...... $-- $ 219 $ 455 $ --
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-41
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars In Thousands, Except Per Share)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Robert F. Driver Co., Inc. and subsidiaries (the Company) operates general
insurance agencies in California and Texas with minimal activity in Nevada. The
Company has three wholly-owned subsidiaries, FHI Benefit Plans, Inc., Robert F.
Driver of Nevada, Inc. and Cal-Central Insurance and Management Services, Inc.
(Cal-Central).

NOTE 2--BASIS OF PRESENTATION

Effective May 31, 1998, Robert F. Driver Co., Inc. (Driver or the
Predecessor Company) was acquired by RFDC Acquisition Corporation (RFDC) (the
Transaction), a holding company formed by certain members of management for the
purpose of completing the Transaction. RFDC purchased all of the outstanding
shares of Driver, merged with Driver and then canceled all of Driver's shares.
RFDC then changed its name to Robert F. Driver Co., Inc. This merged entity is
hereinafter referred to as the Company. The Transaction was accounted for under
the purchase method of accounting for financial reporting purposes, and the
purchase price of approximately $25.2 million has been allocated to the
underlying net assets acquired. The Transaction has resulted in the Company
having substantial goodwill and debt.

As a result of the Transaction, the financial position and results of
operations of the Company subsequent to the Transaction are not necessarily
comparable to the financial position and results of operations of the Company
prior to the Transaction. In the accompanying consolidated financial
statements, the Company's results of operations prior to the Transaction are
indicated as relating to the "Predecessor Company" while the financial position
and results of operations subsequent to the Transaction are indicated as
relating to the "Successor Company." Amounts reported for financial reporting
purposes in fiscal 1998 represent the activity of the Successor Company
beginning June 1, 1998.

In connection with accounting for the Transaction, the Company applied the
provisions of Emerging Issues Task Force Issue 88-16, "Basis in Leveraged
Buyout Transactions" (EITF 88-16), whereby the carryover equity interests of
certain stockholders from the Predecessor Company to the Successor Company were
recorded at their predecessor basis. The remaining interests were recorded at
the fair value of the Predecessor Company.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

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

Revenue Recognition:

The Company recognizes commission income principally on the later of the
effective date of the policy or the billing date. Commissions on premiums
billed and collected directly by the insurance company are principally
recognized as income when received by the Company. Contingent commissions are
recorded when received. Service fee income is recognized as earned, which is
ordinarily over the period in which the services are provided.

F-42
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

Cash and Cash Equivalents:

The Company considers all highly liquid investments purchased, such as money
market accounts, with an original maturity of three months or less to be cash
equivalents.

Premium Trust Cash:

Premiums collected but not yet remitted to insurance companies are
restricted as to use by law. The Company maintains segregated fiduciary funds
in accordance with the requirements of the California Insurance Commissioner.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation.
Depreciation of property and equipment is computed on the straight-line method
over estimated useful asset lives generally ranging from 5 to 7 years.
Expenditures for maintenance and repairs and minor renewals and betterments
which do not improve or extend the life of the respective assets are expensed.
All other expenditures for renewals and betterments are capitalized. The assets
and related depreciation accounts are adjusted for retirements and disposals
using the specific identification method, with the resulting gain or loss
included in operations.

Intangible Assets:

Goodwill related to the Transaction is being amortized over forty years on a
straight-line basis. Customer lists are amortized on a straight-line basis over
the ten-year estimated useful life of the asset. Deferred organization costs
are being amortized over fourteen months on a straight-line basis, and deferred
finance costs are being amortized over the life of each loan. The realizability
of intangibles is evaluated periodically as events or circumstances indicate a
possibility to recover their carrying amount.

Asset Impairment Assessments:

Income Taxes:

The Company files its federal income tax return and a California franchise
tax return on a consolidated basis.

Income taxes have been computed using the asset and liability approach.
Under this approach, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and the tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that are currently in effect.

Concentrations of Credit Risk:

During 1998, a substantial portion of the Company's commissions and fees
were received from insureds in the state of California. Accordingly, the
occurrence of adverse economic conditions or an adverse

F-43
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

regulatory climate in California could have a material adverse effect on the
Company. However, the Company believes, based on its diversified customer base
and product lines, that there is minimal risk of a material adverse occurrence
due to the concentration of operations in California.

Financial instruments, which potentially subject the Company to significant
concentrations of credit risk, consist principally of cash investments.

The Company maintains cash and cash equivalents with various major financial
institutions. The Company performs periodic evaluations of the relative credit
standings of these financial institutions. The Company limits the amount of
risk by selecting financial institutions with a strong relative credit
standing.

Fair Value of Financial Instruments:

The carrying amount of the Company's financial instruments including cash
and cash equivalents, premium trust cash, insurance premiums receivable,
accounts payable, insurance premiums payable, accrued expenses, debt and
deferred compensation approximate their fair value as these items are either
liquid, short-term in nature or their current rates approximate market rates.

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and
the 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. While management believes that the estimates and related
assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made when accounting for the allowances for doubtful accounts and deprecation.

New Accounting Standards:

In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 130, "Reporting Comprehensive Income." The
Company plans to adopt this Statement in fiscal year 1999. The Company believes
that this Statement will not require any significant information beyond that
already provided in the Company's consolidated financial statements.

Reclassifications:

Certain reclassifications have been made to 1996 and 1997 financial
statements to conform to current year presentation. The reclassifications have
no impact on previously reported net income or stockholders' equity.

Unaudited Interim Financial Statements:

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position of the Company at January 31, 1999 and
the results of its operations and its cash flows for the six months ended
January 31, 1998 and 1999, as presented in the accompanying unaudited interim
financial statements.

F-44
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

NOTE 4--BUSINESS COMBINATIONS

On July 31, 1997 at the close of business, the Company acquired all of the
outstanding shares of common stock of Cal-Central in exchange for 21,081 shares
of the Company's common stock. Cal-Central is a general insurance agency in
Fresno, California.

The acquisition was accounted for as a purchase. The purchase price has been
allocated to tangible and intangible assets acquired and liabilities assumed
based on the fair market values on the date of the acquisition. The allocation
of purchase price is summarized as follows:

<TABLE>
<S> <C>
Cash............................................................... $ 4
Premium trust cash................................................. 903
Insurance premiums receivable...................................... 215
Equipment.......................................................... 48
Notes payable...................................................... (48)
Insurance premiums payable......................................... (1,084)
Accounts payable and accrued expenses.............................. (52)
Customer list...................................................... 453
------
Cash value of shares issued...................................... $ 439
======
</TABLE>

F-45
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

NOTE 5--SELECTED FINANCIAL STATEMENT INFORMATION

<TABLE>
<CAPTION>
July 31,
-----------------------
1997 1998
------------ ----------
(Predecessor (Successor
Company) Company)
<S> <C> <C>
Other current assets:
Current portion of
employee receivable.... $ 41 $ 18
Stockholder notes
receivable............. -- 1,759
Prepaid expenses and
other.................. 189 158
------- -------
$ 230 $ 1,935
======= =======
Property and equipment,
net:
Furniture and fixtures.. $ 1,418 $ 184
Computer equipment...... 2,290 1,062
Leasehold improvements.. 588 50
------- -------
4,296 1,296
Less accumulated
depreciation and
amortization........... (3,082) (145)
------- -------
$ 1,214 $ 1,151
======= =======
Intangible assets, net:
Goodwill................ $ -- $17,969
Customer lists.......... 1,121 1,121
------- -------
1,121 19,090
Less accumulated
amortization............. (183) (369)
------- -------
$ 938 $18,721
======= =======
Other assets:
Cash surrender value of
life insurance......... $ 12 $ 13
Employee receivable, net
of current portion..... 52 6
Deferred financing
costs.................. -- 329
Other................... 28 452
------- -------
$ 92 $ 800
======= =======
Accounts payable and
accrued expenses:
Producers' commissions.. $ 3,148 $ 4,080
Accrued personnel costs,
vacation and bonuses... 700 953
Other................... 1,055 972
------- -------
$ 4,903 $ 6,005
======= =======
</TABLE>

F-46
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

NOTE 6--CREDIT FACILITIES

Short-Term Debt:

The Company currently has a revolving credit agreement with a bank that
provides a line of credit up to $2,000 at the prime rate plus .25 percent (8.75
percent at July 31, 1998). Under this agreement, $253 was outstanding at July
31, 1998.

In 1996 and 1997, the Company had a revolving credit agreement with a bank
which provides a line of credit up to $2,000 through February 23, 1998 at the
prime rate plus .25 percent. Under this agreement, no borrowings were
outstanding at July 31, 1997. There were no borrowings under this agreement
during the year ended July 31, 1997.

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
July 31,
-----------------------
1997 1998
------------ ----------
(Predecessor (Successor
Company) Company)
<S> <C> <C>
$12,000 note payable, secured by the Company's assets.
Payable in varying monthly amounts at prime plus .25%
(effective rate of 8.75% at July 31, 1998), with a
balloon payment of $4,470 due on May 15, 2003......... $-- $11,840
$4,000 unsecured senior subordinated debt. Interest
payable quarterly at rate of 12%. Principal due May
28, 2005.............................................. -- 3,295
$510 note payable, secured by various assets. Principal
and interest of $11 payable monthly at prime plus .25%
(effective rate of 8.75% at July 31, 1998), maturing
July 26, 1999......................................... 227 120
$219 unsecured note payable, principal and interest of
$16 payable quarterly at a rate of 8% through April
30, 2001.............................................. 207 158
$191 unsecured note payable, principal and interest
payable monthly at a rate of 9% through August 15,
1999.................................................. -- 41
$260 unsecured note payable, principal of $10 and
interest payable quarterly at an imputed rate of 6%
through July 1, 1999.................................. 75 39
$59 unsecured note payable to related party, principal
and interest of $1 payable monthly at a rate of 12%
through April 13, 2001................................ 48 37
$80 unsecured note payable to related party, principal
of $20 and interest payable
annually at an imputed rate of 8% through February 1,
1998................................................. 18 --
---- -------
575 15,530
Less current portion of long-term debt................. (219) (1,267)
---- -------
Long-term debt, net of current portion................. $356 $14,263
==== =======
</TABLE>

F-47
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

Maturities of long-term debt as of July 31, 1998, are as follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999.............................................................. $ 1,267
2000.............................................................. 1,475
2001.............................................................. 1,873
2002.............................................................. 1,800
2003.............................................................. 5,820
Thereafter........................................................ 3,295
-------
Total maturities of long-term debt.............................. $15,530
=======
</TABLE>

The $12,000 note payable and the $4,000 unsecured senior subordinated debt
requires the Company to maintain certain minimum net worth and debt service
coverage ratios. The Company was in compliance with these requirements at July
31, 1998 and January 31, 1999 (unaudited).

Note 7--INCOME TAXES

The provision for income taxes consists of the following components:

<TABLE>
<CAPTION>
Fiscal Year Six Months
Ended July 31, Period From Ended January 31,
--------------- ---------------------------- -----------------------
August 1, 1997 June 1, 1998
Through Through
1996 1997 May 31, 1998 July 31, 1998 1998 1999
--------------- -------------- ------------- ------------ ----------
(Unaudited)
(Predecessor Company) (Successor (Predecessor (Successor
Company) Company) Company)
<S> <C> <C> <C> <C> <C> <C>
Income taxes, currently
payable:
Federal............... $ 231 $ 991 $ 923 $ 495 $ 311 $(283)
State................. 78 283 264 128 85 (77)
------ -------- ------ ----- ----- -----
309 1,274 1,187 623 396 (360)
------ -------- ------ ----- ----- -----
Deferred:
Federal............... 31 (282) (172) (199) (88) (1)
State................. 14 (59) (45) (40) (18) (15)
------ -------- ------ ----- ----- -----
45 (341) (217) (239) (106) (16)
------ -------- ------ ----- ----- -----
$ 354 $ 933 $ 970 $ 384 $ 290 $(376)
====== ======== ====== ===== ===== =====
</TABLE>

F-48
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are as
follows:

<TABLE>
<CAPTION>
July 31,
---------------------- January 31,
1997 1998 1999
------------ --------- -------------
(Predecessor (Unaudited)
Company) (Successor Company)
<S> <C> <C> <C>
Deferred tax assets:
Deferred compensation.................. $ 259 $ 530 $ 574
State taxes............................ 94 134 --
Errors and omissions liability......... 113 120 120
Compensated absences and bonuses,
principally due to accrual for
financial reporting purposes.......... 100 130 130
Amortization of agency acquisitions.... 12 41 39
Allowance for bad debt................. -- 10 6
Deferred financing costs............... -- -- 64
----- --------- ---------
Total deferred tax assets............ 578 965 933
----- --------- ---------
Deferred tax liabilities:
Equipment and leasehold improvements,
principally due to differences in
depreciation.......................... (145) (76) (23)
State taxes............................ -- -- (5)
----- --------- ---------
Total deferred tax liabilities....... (145) (76) (28)
----- --------- ---------
Net deferred tax assets.................. $ 433 $ 889 $ 905
===== ========= =========
</TABLE>

Based upon the level of taxable income in previous years and projections,
for future taxable income over the period in which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences.

The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:
<TABLE>
<CAPTION>
Fiscal
Year
Ended Six Months Ended
July 31, Period From January 31,
---------- ---------------------------- -----------------------
August 1, 1997 June 1, 1998
Through Through
1996 1997 May 31, 1998 July 31, 1998 1998 1999
---- ---- -------------- ------------- ------------ ----------
(Unaudited)
(Successor (Predecessor (Successor
(Predecessor Company) Company) Company) Company)
<S> <C> <C> <C> <C> <C> <C>
Computed expected income
taxes.................. 34% 34% 34% 34% 34% (34)%
State income taxes, net
of federal income tax
benefit................ 7 7 7 6 7 (5)
Other, net.............. (6) 4 3 5 5 4
--- --- --- --- --- ---
35% 45% 44% 45% 46% (35)%
=== === === === === ===
</TABLE>

F-49
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

NOTE 8--LEASE COMMITMENTS

The Company leases office space under various operating leases. The
Company's downtown office in the Driver Office Building is leased from a
limited partnership, which is a related party. The lease agreement expires
December 31, 2007, with current monthly rent of approximately $61. Management
expects that, in the normal course of business, leases that expire will be
renewed or replaced by other leases. The Company's rent expense under these
leases was $849 and $781 in 1996 and 1997 and $968 for the period from August
1, 1997 to May 31, 1998 and $199 for the period from June 1, 1998 to July 31,
1998.

Future minimum rental payments at July 31, 1998, under agreements classified
as operating leases with noncancelable terms in excess of one year are as
follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999................................................................ $1,213
2000................................................................ 1,081
2001................................................................ 1,086
2002................................................................ 992
2003................................................................ 962
Thereafter.......................................................... 3,550
------
$8,884
======
</TABLE>

NOTE 9--EMPLOYEE BENEFIT PLANS

Savings Plan:

The Company has established a defined contribution plan, the Savings and
Retirement Program of Robert F. Driver Company, Inc. 401(k), which covers all
full-time employees of the Company who have at least one year of service and
are age 21 or over. There are no matching employer contributions.

Deferred Compensation Plan:

Effective August 1, 1996, the Company adopted a deferred compensation plan
for certain key employees of the Company. Under the Plan, the Company makes a
mandatory contribution in an amount equal to a specific percentage of the gross
monthly commission of the participant, as defined in the Plan document. In
addition, the participant may elect to defer a minimum of 1 percent up to a
maximum of 5 percent of their plan commission. The deferred compensation earns
a rate of return based on a crediting rate set by the deferred compensation
plan committee immediately following the end of each fiscal year. A participant
shall be fully vested in contributions upon termination of employment other
than a termination for cause, as defined in the Plan document. Under the Plan,
benefits are paid upon the earlier of a participant's termination of employment
or the complete termination of the Plan by the Company. A participant with
vested amounts valued at $50 or less shall receive a lump-sum payment. A
participant with vested amounts valued at more than $50 shall receive
installment payments over a maximum period of three years. As of July 31, 1998,
the Company had accrued $1,331 for its obligations under the Plan. The
Company's expense was $590 for the year ended July 31, 1997 and $241 for the
period from June 1, 1998 through July 31, 1998.

F-50
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

Employee Stock Option Plan (ESOP):

In 1996 and 1997, the Company maintained a defined contribution employee
stock ownership plan (ESOP) covering substantially all employees. The ESOP had
assets principally comprised of shares of the Company's common stock at July
31, 1996 and 1997. The Company made annual contributions to the ESOP in cash or
shares of the Company's common stock in amounts determined by the Company's
Board of Directors. For the years ended July 31, 1996 and 1997, the Company
contributed $900 and $800, respectively, to the ESOP in cash.

In conjunction with the Transaction, the ESOP's participants' accounts were
converted to cash and the ESOP was merged into the Company's 401(k) plan.

Producer Stock Equity Plan and Stock Ownership Plan (Unaudited):

In February 1999, the Company entered into a Producer Stock Equity Plan and
Stock Ownership Plan (the Plan). The Plan provides for three forms of incentive
compensation: stock grants, stock purchase rights and incentive stock options.
All of the shares granted under the Plan are subject to the stock repurchase
option described in Note 10.

Under the stock grants, participants received a one-time grant of Class A
Common Stock determined by the aggregate net commissions earned during the 1998
calendar year. Under this option the Company granted 108,000 shares of its
Class A Common Stock during February 1999.

The stock purchase right provides that certain participants are eligible to
purchase a number of shares determined by the aggregate net commissions earned
during the 1998 calendar year. Under this provision, the Company granted stock
purchase rights at $10.00 per share for 45,000 shares of its Class A Common
Stock during February 1999. These rights were all exercised during February
1999.

The Company has reserved 111,000 shares of the Company's Class A Common
Stock to be issued from 1999 to 2004 under the incentive stock option
provisions of the Plan. No options will be issued under the Plan until
subsequent to December 31, 1999.

NOTE 10--STOCKHOLDERS' EQUITY

Redeemable Preferred Stock:

In 1998, the Company issued 4,000 shares of Class A Preferred Stock to the
Robert F. Driver Family Trust, a related party, as part of the financing of the
Transaction. Dividends are cumulative at 7.5 percent annually through May 1998,
and at 10 percent annually thereafter. Payment of dividends or preferred shares
ranks senior to all other classes of stock. These shares are nonvoting unless
dividends are more than five quarters in arrears. The shares are redeemable at
the option of either the board of directors or the holders upon the death of
Robert F. Driver at $1,000 per share.

Stockholder Notes Receivable:

Stockholder notes receivable represent obligations by certain members of
management in connection with their purchase of Class A Common Stock. Payments
made in August 1998, totaling $1,759, have been classified as an other current
asset on the balance sheet.

F-51
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

Common Stock Warrants:

Senior subordinated debt (see Note 6) issued in connection with the
Transaction has 73,042 detachable warrants. Each warrant is convertible into
one share of Class A Common Stock at an exercise price of $0.01 per share up
through the earlier of May 28, 2008 or the sale of initial public offering of
the Company. The value assigned to these warrants ($730 as of July 31, 1998) is
included in additional paid-in capital.

The Company also issued 13,333 common stock warrants to an outside advisor
as part of the Transaction. The warrants have an exercise price of $2.50 each.
The fair value of the warrants is included in deferred financing costs.

Class B and Class C Common:

On November 12, 1997, the Company authorized 10,000,000 shares of Class B
Common Stock and 5,000,000 shares of Class C Common Stock. Both Class B and
Class C have a par value of $.01 per share, and no shares of either were
outstanding as of July 31, 1998 or January 31, 1999 (unaudited).

Stock Repurchase Option:

Stock granted subsequent to the May 31, 1998 transaction (see Note 2), is
subject to a repurchase option by the Company. The repurchase clause stipulates
that upon termination from employment the Company may repurchase a specified
number of shares at the original fair market grant price. The specified shares
that are not subject to repurchase are the total number of shares held less
than five years multiplied by a fraction of the number of calendar years
completed following May 31, 1998, divided by five years.

Stock Options:

In January 1999, the Company granted and issued to certain key executives
40,000 stock options of its Class A Common Stock with an exercise price of
$10.00 a share. These options were exercised in January 1999, and the shares
issued in connection therewith are subject to the aforementioned stock
repurchase option.

Stock Grants:

In January 1999, the Company issued 95,000 shares of its Class A Common
Stock to certain key executives. These shares included 65,000 shares which were
unrestricted, but are subject to the aforementioned stock repurchase option.
The remaining 30,000 shares were 20 percent vested upon issuance, with the
remainder subject to a four year vesting period. Unearned compensation for the
non-vested portion was recorded at the date of these awards based on the market
value of the shares. Unearned compensation shown as a separate component of
stockholders' equity is being amortized to expense over the four year vesting
period. In connection with this grant, the Company loaned certain key
executives an amount to pay their Federal and State income taxes. The note is
payable in five equal annual instalments commencing November 1, 1999 and bears
interest at the lesser of the maximum rate permitted by the State of California
or the prime rate. As of January 31, 1999, these amounts totalling $191 are
included in other current assets.

F-52
<PAGE>

ROBERT F. DRIVER CO., INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

NOTE 11--CONTINGENCIES

The Company is occasionally involved in routine insurance policy-related and
employment practices litigation which has arisen in the ordinary course of its
business. The litigation is covered in whole or in part by insurance. The
conclusions of such matters are not expected to have a material adverse effect
on the Company's consolidated financial statements.

NOTE 12--SUBSEQUENT EVENTS (Unaudited)

During November 1998, the Company acquired all of the assets of Sedgwick of
California and Ochinero/Barlocken for a purchase price of $2,583 and $227,
respectively. During March 1999, the Company acquired all the assets of
Averbeck and Sher Insurance Services for a purchase price of $4,989 and $2,648,
respectively.

Immediately following the acquisition of Sedgwick, the Company issued to
certain key executives of Sedgwick 8,500 shares of Class A Common Stock. The
shares are unrestricted, but are subject to the stock repurchase option
described in Note 10.

In March 1999, the Company and its stockholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
Company will merge with a wholly-owned subsidiary of CenterPoint. All of the
Company's outstanding shares of common stock will be exchanged for cash and
common stock of CenterPoint concurrently with the consummation of the initial
public offering of the common stock of CenterPoint.

F-53
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Mann Frankfort Stein & Lipp, P.C.

In our opinion, the accompanying balance sheet and the related statements of
income, of shareholders' equity and of cash flows present fairly, in all
material respects, the financial position of Mann Frankfort Stein & Lipp, P.C.
at December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 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 audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 29, 1999

F-54
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 288 $ 606
Fees receivable, less allowance for doubtful accounts of $1,124
and $1,356, respectively...................................... 3,475 4,077
Unbilled fees, at net realizable value......................... 628 431
Due from principals............................................ 119 14
Prepaid expenses and other current assets...................... 75 81
------ ------
Total current assets......................................... 4,585 5,209
Property and equipment, net...................................... 874 1,142
Other assets..................................................... 6 6
------ ------
Total assets................................................. $5,465 $6,357
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.............................. $ 160 $ 879
Accounts payable............................................... 68 23
Accrued compensation and related costs......................... 133 126
Income taxes payable........................................... 2 27
Deferred income taxes.......................................... 1,420 1,569
------ ------
Total current liabilities.................................... 1,783 2,624
Long-term debt................................................... 794 473
Deferred income taxes............................................ 71 85
------ ------
Total liabilities............................................ 2,648 3,182
------ ------
Commitments and contingencies
Shareholders' equity:
Common stock, $1 par value; 1,000,000 shares authorized, 1,573
common shares issued and outstanding.......................... 2 2
Additional paid-in-capital..................................... 58 58
Retained earnings.............................................. 2,757 3,115
------ ------
Total shareholders' equity................................... 2,817 3,175
------ ------
Total liabilities and shareholders' equity................... $5,465 $6,357
====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-55
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
------------------------
1996 1997 1998
------ ------- -------
<S> <C> <C> <C>
Revenues:
Professional services..... $9,921 $17,475 $21,631
------ ------- -------
Expenses:
Member compensation and
related costs............ 4,412 6,636 8,921
Employee compensation and
related costs............ 3,608 6,405 8,829
Occupancy costs........... 317 527 659
Office operating
expenses................. 776 1,398 1,670
Other selling, general and
administrative expenses.. 670 1,071 1,018
------ ------- -------
9,783 16,037 21,097
------ ------- -------
Operating income........ 138 1,438 534
------ ------- -------
Other (income) expense:
Interest expense.......... 32 32 58
Interest income........... (20) (31) (69)
Other..................... (6) (2) (26)
------ ------- -------
6 (1) (37)
------ ------- -------
Income before provision for
income taxes............... 132 1,439 571
Provision for income taxes.. 58 557 213
------ ------- -------
Net income.................. $ 74 $ 882 $ 358
====== ======= =======
</TABLE>

See accompanying Notes to Financial Statements.

F-56
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Common Stock Additional Treasury Stock Total
------------- Paid-in- ---------------- Retained Shareholders'
Shares Amount Capital Shares Amount Earnings Equity
------ ------ ---------- ------- ------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1995................... 1,180 $ 1 $108 $ (85) $1,221 $1,245
Issuances of common
stock................ -- -- 35 -- -- 35
Net income............ -- -- -- -- 74 74
----- --- ---- ------ ------- ------ ------
Balance at December 31,
1996................... 1,180 1 143 (85) 1,295 1,354
Cancellation of
treasury stock....... -- -- (85) 85 -- --
Issuances of common
stock for pooling of
interests business
combination.......... 393 1 -- -- 580 581
Net income............ -- -- -- -- 882 882
----- --- ---- ------ ------- ------ ------
Balance at December 31,
1997................... 1,573 2 58 -- 2,757 2,817
Net income............ -- -- -- -- 358 358
----- --- ---- ------ ------- ------ ------
Balance at December 31,
1998................... 1,573 $ 2 $ 58 $ -- $3,115 $3,175
===== === ==== ====== ======= ====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-57
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
---------------------
1996 1997 1998
----- ------- -----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................................ $ 74 $ 882 $ 358
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 139 132 266
Change in deferred income taxes..................... 37 758 163
Changes in operating assets and liabilities:
Fees receivable................................... (90) (1,856) (602)
Unbilled fees..................................... (37) (246) 197
Prepaid expenses and other current assets......... (21) 45 99
Accounts payable.................................. 14 6 (45)
Accrued compensation and related costs............ (194) 70 (7)
Other............................................. (25) 13 25
----- ------- -----
Net cash provided by (used in) operating
activities..................................... (103) (196) 454
----- ------- -----
Cash flows from investing activities:
Purchase of property and equipment.................... (77) (714) (534)
----- ------- -----
Net cash used in investing activities........... (77) (714) (534)
----- ------- -----
Cash flows from financing activities:
Proceeds from issuance of long-term debt.............. 300 1,200 750
Payments of long-term debt............................ (467) (679) (352)
Proceeds from issuance of common stock................ 35 581 --
----- ------- -----
Net cash provided by (used in) financing
activities..................................... (132) 1,102 398
----- ------- -----
Net increase (decrease) in cash and cash equivalents.... (312) 192 318
Cash and cash equivalents at beginning of period........ 408 96 288
----- ------- -----
Cash and cash equivalents at end of period.............. $ 96 $ 288 $ 606
===== ======= =====
Supplemental disclosures of cash flow information:
Interest paid......................................... $ 32 $ 32 $ 58
Income taxes paid..................................... $ 33 $ 13 $ 19
</TABLE>

See accompanying Notes to Financial Statements.

F-58
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

NOTES TO FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Mann Frankfort Stein & Lipp, P.C. (the Company) is a full service firm of
professional accountants and business advisors which offers accounting, tax and
consulting services to a variety of clients in the Houston, Texas market.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

Unbilled Fees:

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
5 to 12 years. Expenditures for maintenance and repairs and minor renewals and
betterments which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

Asset Impairment Assessments:

F-59
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable, accrued liabilities
and debt approximate fair value.

Income Taxes:

Income taxes have been computed using the asset and liability approach.
Under this approach, deferred income tax assets and liabilities are determined
based on the differences between the financial statement and tax basis of
assets and liabilities using currently enacted tax rates in effect for the
years in which the differences are expected to reverse.

Concentration of Credit Risk:

Use of Estimates:

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. While management believes that the
estimates and related assumptions used in the preparation of the consolidated
financial statements are appropriate, actual results could differ from those
estimates. Estimates are made when accounting for the allowances for doubtful
accounts, depreciation and amortization and income taxes.

NOTE 3--BUSINESS COMBINATIONS

On January 1, 1997, the Company merged with Schulse Hartwig Richter &
Company, L.L.P. (SHRCO), in a business combination accounted for as a pooling
of interests. Former partners in SHRCO exchanged their partnership interests
for common stock in the Company, and received stock totaling 25 percent of the
outstanding stock immediately following the merger. The results of SHRCO's
operations during the year ended December 31, 1996 were not significant.
Accordingly, the Company's 1996 financial statements were not retroactively
restated to reflect SHRCO's results of operations.

F-60
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 4--PROPERTY AND EQUIPMENT

Property and equipment, net reflected on the accompanying balance sheet is
comprised as follows:

<TABLE>
<CAPTION>
December 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Property and equipment, net:
Furniture and fixtures................................. $ 877 $ 1,036
Computer equipment..................................... 1,132 1,459
Leasehold improvements................................. 27 75
------- -------
2,036 2,570
Less accumulated depreciation and amortization......... (1,162) (1,428)
------- -------
$ 874 $ 1,142
======= =======
</TABLE>

NOTE 5--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following is a rollforward of activity within the allowance for doubtful
accounts:

<TABLE>
<CAPTION>
Year Ended December
31,
---------------------
1996 1997 1998
----- ------ ------
<S> <C> <C> <C>
Balance at beginning of period...................... $ 581 $ 552 $1,124
Additions to costs and expenses..................... 489 755 687
Write-offs.......................................... (518) (183) (455)
----- ------ ------
Balance at end of period............................ $ 552 $1,124 $1,356
===== ====== ======
</TABLE>

NOTE 6--CREDIT FACILITIES

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
----- ------
<S> <C> <C>
Notes payable, secured by certain assets of the Company,
interest rate 7.25%, maturities from 1999 through 2003.. $ 954 $1,352
Less current maturities of long-term debt................ (160) (879)
----- ------
Total long-term debt................................... $ 794 $ 473
===== ======
</TABLE>

Maturities on long-term debt, including capital lease obligations, are as
follows:

<TABLE>
<S> <C>
1999.............................................................. $ 879
2000.............................................................. 136
2001.............................................................. 148
2002.............................................................. 159
2003.............................................................. 30
------
Total maturities of long-term debt.............................. $1,352
======
</TABLE>

F-61
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 7--INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Income taxes currently payable:
Federal.................................................. $21 $ 25 $ 50
--- ---- ----
Deferred income tax expense:
Federal.................................................. 37 532 163
--- ---- ----
Total provision for income taxes....................... $58 $557 $213
=== ==== ====
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
Current deferred tax assets:
Allowance for doubtful accounts........................... $ 467 $ 512
Accrued liabilities....................................... 40 34
------ ------
Total current deferred tax assets....................... 507 546
Current deferred tax liabilities:
Accounts receivable and unbilled fees..................... 1,903 2,090
Other..................................................... 24 25
------ ------
Total current deferred tax liabilities.................. 1,927 2,115
------ ------
Net current deferred tax liabilities.................... 1,420 1,569
Non-current deferred tax liabilities:
Property and equipment.................................... 71 85
------ ------
Net deferred tax liability.................................. $1,491 $1,654
====== ======
</TABLE>

The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
----------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
U.S. federal statutory rate................................. 35% 35% 35%
Other....................................................... (2) 2 2
--- --- ---
Effective income tax rate................................... 33% 37% 37%
=== === ===
</TABLE>

NOTE 8--LEASE COMMITMENTS

The Company leases office facilities under a noncancelable lease agreement,
which expires in 2002. This lease allows the Company, at its option, to extend
the lease term at the end of the lease term, generally at

F-62
<PAGE>

MANN FRANKFORT STEIN & LIPP, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

fair market value. Future minimum lease payments under noncancelable operating
leases are as follows [conform periods to fiscal years following most recent
audited period]:

<TABLE>
<CAPTION>
Operating
Leases
---------
<S> <C>
1999............................................................. $ 603
2000............................................................. 621
2001............................................................. 621
2002............................................................. 103
------
Total minimum lease payments..................................... $1,948
======
</TABLE>

Rent expense for this operating lease for the fiscal years ended December
31, 1996, 1997 and 1998 was $257, $429 and $530, respectively.

NOTE 9--EMPLOYEE BENEFIT PLAN

401(k) Plan:

The Company sponsors a 401(k) savings plan for the benefit of its employees.
Generally, employees who have attained the age of 21 and have one year's
creditable service may make salary deferrals to the plan, up to 6 percent of
their salary on a pre-tax basis and up to 15 percent of their salary on an
after-tax basis. The Company, at its discretion, may make matching
contributions from its earnings. Contributions for each of the three years
ended December 31, 1996, 1997 and 1998 were $33, $61 and $67, respectively.

NOTE 10--COMMITMENTS AND CONTINGENCIES

Litigation:

NOTE 11--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its stockholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
Company will convert from a professional corporation to a business corporation
by adopting a plan of conversion and amending its organizational documents (the
"MFSL Company"). Thereafter, a wholly-owned subsidiary of CenterPoint will
merge with and into MFSL Company. All of the MFSL Company's outstanding shares
will be exchanged for cash and common stock of CenterPoint concurrently with
the consummation of the initial public offering of the common stock of
CenterPoint.

In order to comply with standards of the accounting profession and
applicable state regulations governing the profession, CenterPoint is requiring
that the Company cease providing attest services prior to the
closing of the acquisition. Following the closing, all attest services formerly
provided by the Company will be provided by a newly created separate legal
entity (the Attest Firm) which will be owned by former owners of the Company
who are certified public accountants. Pursuant to a services agreement,
CenterPoint will provide professional and other personnel, equipment, office
space and business and administrative services necessary to operate the Attest
Firm.

F-63
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Follmer, Rudzewicz & Company, P.C.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, shareholders' equity and cash flows present
fairly, in all material respects, the financial position of Follmer, Rudzewicz
and Company, P.C. and its subsidiary at May 31, 1997 and 1998 and the results
of their operations and their cash flows for each of the three years in the
period ended May 31, 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 4, 1999

F-64
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

CONSOLIDATED BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
May 31,
---------------- November 30,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................... $ 253 $ 771 $ 47
Funds held in trust for clients............... 8 10 38
Fees receivable, less allowance for doubtful
accounts of $885, $693 and $712,
respectively................................. 4,988 5,553 4,286
Unbilled fees, at net realizable value........ 3,062 2,334 3,283
Prepaid expenses and other current assets..... 846 294 202
------- ------- -------
Total current assets........................ 9,157 8,962 7,856
Property and equipment, net..................... 1,418 1,234 1,357
Cash surrender value, life insurance............ 2,188 2,832 3,063
Deferred income taxes........................... 622 1,066 1,306
Other assets.................................... 126 106 97
------- ------- -------
Total assets................................ $13,511 $14,200 $13,679
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt............................... $ 643 $ 345 $ 503
Notes payable to shareholders................. 1,316 1,693 399
Accounts payable and other accrued expenses... 139 55 235
Accrued compensation and related costs to
shareholders................................. 4,535 4,080 5,487
Accrued compensation and related costs to
employees.................................... 1,060 1,239 634
Income taxes payable.......................... -- -- 328
Deferred income taxes......................... 1,230 1,245 777
------- ------- -------
Total current liabilities................... 8,923 8,657 8,363
Long-term debt.................................. 414 371 77
Retirement plan................................. 1,770 2,978 3,627
------- ------- -------
Total liabilities........................... 11,107 12,006 12,067
------- ------- -------
Commitments and contingencies
Shareholders' equity:
Common stock, $1 par value; 50,000 shares
authorized, 10,000, 10,400 and 10,400 shares
issued and 10,000, 10,400 and 10,400 shares
outstanding at May 31, 1997 and 1998 and
November 30, 1998, respectively.............. 10 10 10
Additional paid-in-capital.................... 1,082 1,210 1,210
Treasury stock, 90, 250 and 250 shares at May
31, 1997 and 1998 and November 30, 1998,
respectively................................. (230) (140) (140)
Retained earnings............................. 1,542 1,114 532
------- ------- -------
Total shareholders' equity.................. 2,404 2,194 1,612
------- ------- -------
Total liabilities and shareholders' equity.. $13,511 $14,200 $13,679
======= ======= =======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-65
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

CONSOLIDATED STATEMENT OF OPERATIONS

(In Thousands)

<TABLE>
<CAPTION>
Six Months
Fiscal Year Ended Ended
May 31, November 30,
------------------------- --------------
1996 1997 1998 1997 1998
------- ------- ------- ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Professional services............. $15,528 $17,954 $19,417 $7,790 $8,937
------- ------- ------- ------ ------
Expenses:
Shareholder compensation and
related costs.................... 4,833 6,646 7,339 2,488 3,154
Employee compensation and related
costs............................ 6,649 7,567 8,225 3,444 3,843
Occupancy costs................... 908 1,045 990 448 558
Office operating expenses......... 790 861 870 369 525
Depreciation and amortization..... 362 394 475 172 236
Other selling, general and
administrative expenses.......... 1,721 1,742 1,556 970 999
------- ------- ------- ------ ------
15,263 18,255 19,455 7,891 9,315
Operating (loss) income......... 265 (301) (38) (101) (378)
------- ------- ------- ------ ------
Other (income) expense:
Interest expense.................. 105 79 101 67 75
Interest income................... (19) (51) (22) 18 (8)
Other............................. 34 (156) (192) (20) 186
------- ------- ------- ------ ------
120 (128) (113) 65 253
------- ------- ------- ------ ------
Income (Loss) before provision for
income taxes....................... 145 (173) 75 (166) (631)
Provision (benefit) for income
taxes.............................. 316 191 286 72 (49)
------- ------- ------- ------ ------
Net loss............................ $ (171) $ (364) $ (211) $ (238) $ (582)
======= ======= ======= ====== ======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-66
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands)

<TABLE>
<CAPTION>
Treasury
Common Stock Additional Stock Total
------------- Paid-in- -------------- Retained Shareholders'
Shares Amount Capital Shares Amount Earnings Equity
------ ------ ---------- ------ ------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31,
1995................... 10 $10 $ 862 90 $ (230) $2,077 $2,719
Capital contribution.. -- -- 220 -- -- -- 220
Purchases of treasury
stock................ -- -- -- 2,900 (959) -- (959)
Net loss.............. -- -- -- -- -- (171) (171)
--- --- ------ ------ ------ ------ ------
Balance at May 31,
1996................... 10 10 1,082 2,990 (1,189) 1,906 1,809
Reissuances of
treasury stock....... -- -- -- (2,900) 959 -- 959
Net loss.............. -- -- -- -- -- (364) (364)
--- --- ------ ------ ------ ------ ------
Balance at May 31,
1997................... 10 10 1,082 90 (230) 1,542 2,404
Issuances of common
stock................ -- -- 141 -- -- -- 141
Purchases of treasury
stock................ -- -- -- 250 (140) -- (140)
Retirement of treasury
stock................ -- -- (13) (90) 230 (217) --
Net loss.............. -- -- -- -- -- (211) (211)
--- --- ------ ------ ------ ------ ------
Balance at May 31,
1998................... 10 10 1,210 250 (140) 1,114 2,194
Net loss (unaudited).. -- -- -- -- -- (582) (582)
--- --- ------ ------ ------ ------ ------
Balance at November 30,
1998
(unaudited)............ 10 $10 $1,210 250 $ (140) $ 532 $1,612
=== === ====== ====== ====== ====== ======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-67
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year Six Months
Ended May 31, Ended November 30,
---------------------- --------------------
1996 1997 1998 1997 1998
----- ------- ------ --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net loss....................... $(171) $ (364) $ (211) $ (238) $ (582)
Adjustments to reconcile income
to net cash provided by (used
in) operating activities:
Depreciation and
amortization................ 362 394 466 172 236
Change in deferred taxes..... (154) (85) (429) (932) (708)
Loss on disposal of property
and equipment............... 25 5 1 3 --
Changes in operating assets
and liabilities:
Funds held in trust........ 8 9 (2) (9) (28)
Fees receivable............ (316) (154) (565) 1,057 1,267
Unbilled fees.............. (222) (1,059) 728 (412) (949)
Prepaid expenses and other
current assets............ (85) (654) 552 632 92
Account payable............ 24 25 (87) 35 153
Accrued compensation and
related costs............. 420 1,118 (276) 664 802
Income taxes payable....... (5) (256) -- 832 328
Retirement plans........... 658 1,015 1,208 604 649
Other...................... (258) 232 23 (35) 35
----- ------- ------ --------- ---------
Net cash provided by
operating activities.... 286 226 1,408 2,373 1,295
----- ------- ------ --------- ---------
Cash flows from investing
activities:
Purchase of property and
equipment..................... (632) (646) (307) (242) (358)
Proceeds from sale of property
and equipment................. -- 36 24 22 --
Increase in cash surrender
value......................... (326) (612) (644) (237) (231)
----- ------- ------ --------- ---------
Net cash used in
investing activities.... (958) (1,222) (927) (457) (589)
----- ------- ------ --------- ---------
Cash flows from financing
activities:
Proceeds from issuance of long-
term debt..................... 750 -- 500 500 --
Payments of long-term debt..... (88) (139) (481) (314) (171)
Proceeds from (payments of)
short-term debt, net.......... -- 500 (500) (500) 150
Advances (repayments) to
shareholders.................. (941) 857 377 (1,316) (1,409)
Acquisition of treasury stock.. -- -- -- 77 --
Proceeds from issuance of
stock......................... 220 -- 141 115 --
----- ------- ------ --------- ---------
Net cash provided by
(used in) financing
activities.............. (59) 1,218 37 (1,438) (1,430)
----- ------- ------ --------- ---------
Net increase (decrease) in cash
and cash equivalents............ (731) 222 518 478 (724)
Cash and cash equivalents at
beginning of period............. 762 31 253 253 771
----- ------- ------ --------- ---------
Cash and cash equivalents at end
of period....................... $ 31 $ 253 $ 771 $ 731 $ 47
===== ======= ====== ========= =========
Supplemental disclosures of cash
flow information:
Interest paid.................. $ 57 $ 75 $ 101 $ 65 $ 84
Income taxes paid.............. $ 168 $ 347 $ 841 $ 109 $ 180
</TABLE>

Noncash transactions:
During 1998, the Company reacquired 200 shares of treasury stock in the
amount of $140 through issuance of a note payable to shareholder.
During 1997, the Company issued 2,900 shares of treasury stock in the amount
of $959 through retirement of a note payable to shareholder.
During 1996, the Company reacquired 2,900 shares of treasury stock in the
amount of $959 through issuance of a note payable to the shareholder.

See accompanying Notes to Consolidated Financial Statements.

F-68
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Follmer, Rudzewicz & Company (the Company) is a full service firm of
professional accountants and business advisors to privately held companies and
their owners. The Company was founded in 1968 and primarily operates in
Michigan.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, Bridgeco, Inc. All significant intercompany
transactions and accounts are eliminated in consolidation.

Revenue Recognition:

Unbilled Fees:

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Funds Held in Trust for Clients:

Funds held in trust for clients are restricted amounts held for client trust
fund. A corresponding liability is recorded by the Company and is included in
other long-term liabilities.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
3 to 39 years. Expenditures for maintenance and repairs and minor renewals and
betterments which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and

F-69
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands, Except Per Share)

betterments are capitalized. The assets and related depreciation accounts are
adjusted for property retirements and disposals with the resulting gain or loss
included in operations.

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable, accrued liabilities
and debt approximate fair value.

Income Taxes:

Income taxes have been computed using the asset and liability approach.
Under this approach, deferred income tax assets and liabilities are determined
based on the differences between the financial statement and tax basis of
assets and liabilities using currently enacted tax rates in effect for the
years in which the differences are expected to reverse.

Concentration of Credit Risk:

Use of Estimates:

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. While management believes that the
estimates and related assumptions used in the preparation of the consolidated
financial statements are appropriate, actual results could differ from those
estimates. Estimates are made when accounting for the allowances for doubtful
accounts, depreciation and amortization and income taxes.

Unaudited Interim Financial Statements:

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position of the Company at November 30, 1998, and
the results of its operations and its cash flows for the six months ended
November 30, 1997 and 1998, as presented in the accompanying unaudited interim
financial statements.

F-70
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 3--PROPERTY AND EQUIPMENT

Property and equipment, net reflected on the accompanying balance sheet is
comprised as follows:

<TABLE>
<CAPTION>
May 31,
---------------- November 30,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
Property and equipment, net
Furniture and fixtures................. $ 663 $ 729 $ 740
Computer equipment...................... 1,538 1,729 2,035
Automobiles............................. 31 -- 41
Leasehold improvements.................. 249 261 261
------- ------- -------
2,481 2,719 3,077
Less accumulated depreciation and
amortization........................... (1,063) (1,485) (1,720)
------- ------- -------
$ 1,418 $ 1,234 $ 1,357
======= ======= =======
</TABLE>

NOTE 4--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following is a rollforward of activity within the allowance for doubtful
accounts:

<TABLE>
<CAPTION>
Fiscal Year Six Months
Ended May 31, Ended November 30,
------------------- ------------------
1996 1997 1998 1997 1998
----- ----- ----- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Balance at beginning of peri-
od............................ $ 474 $ 598 $ 885 $ 885 $ 693
Additions to costs and ex-
penses........................ 619 579 375 327 260
Less write-offs................ (495) (292) (567) (185) (241)
----- ----- ----- --------- --------
Balance at end of period....... $ 598 $ 885 $ 693 $ 1,027 $ 712
===== ===== ===== ========= ========
</TABLE>

NOTE 5--CREDIT FACILITIES

Short-Term Debt:

Short-term debt consists of the following:

<TABLE>
<CAPTION>
May 31,
--------- November 30,
1997 1998 1998
---- ---- ------------
(Unaudited)
<S> <C> <C> <C>
Line of credit...................................... $500 $-- $150
Current maturities of long-term debt................ 143 345 353
---- ---- ----
Total short-term debt........................... $643 $345 $503
==== ==== ====
</TABLE>

The Company has available a $1,500 line of credit with Comerica Bank, used
to finance short-term cash flow needs. Interest on the line is payable monthly
at prime rate, and is collateralized by any of the Company's assets in the
bank's possession. There are no significant covenants related to this line.

F-71
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
May 31,
------------ November 30,
1997 1998 1998
----- ----- ------------
(Unaudited)
<S> <C> <C> <C>
Notes payable, secured by certain assets of the
Company, interest rates ranging from 8% to
10%, maturities from August 2000 through
December 2002................................. $ 557 $ 716 $430
Less current maturities of long-term debt...... (143) (345) (353)
----- ----- ----
Total long-term debt....................... $ 414 $ 371 $ 77
===== ===== ====
</TABLE>

Maturities on long-term debt are as follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999................................................................. $345
2000................................................................. 201
2001................................................................. 123
2002................................................................. 32
2003................................................................. 15
----
Total maturities of long-term debt............................... $716
====
</TABLE>

NOTE 6--INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
Fiscal Year Six Months
Ended Ended
May 31, November 30,
------------------ --------------
1996 1997 1998 1997 1998
----- ---- ----- ------- -----
(Unaudited)
<S> <C> <C> <C> <C> <C>
Income taxes currently payable
Federal........................... $ 272 $ 90 $ 493 $ 851 $ 510
State.............................. 198 186 222 153 149
----- ---- ----- ------- -----
470 276 715 1,004 659
Deferred income tax expense
(benefit):
Federal............................ (146) (80) (406) (1,018) (724)
State.............................. (8) (5) (23) (58) (42)
----- ---- ----- ------- -----
Total provision (benefit) for
taxes........................... $ 316 $191 $ 286 $ (72) $(107)
===== ==== ===== ======= =====
</TABLE>

F-72
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
May 31,
---------------- November 30,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
Current deferred tax liabilities:
Accrual to cash adjustment............... $(1,230) $(1,245) $ (719)
Long-term deferred tax liabilities:
Property and equipment................... (33) (36) (36)
Supplemental Executive Retirement Plan... 655 1,102 1,342
------- ------- ------
Total long-term deferred tax asset..... 622 1,066 1,306
------- ------- ------
Net deferred tax (liability) asset......... $ (608) $ (179) $ 587
======= ======= ======
</TABLE>

The Company's income tax expense varied from the amounts resulting from
applying the applicable U.S. federal statutory tax rate to pre-tax income as
follows:

<TABLE>
<CAPTION>
Six Months
Fiscal Year Ended
Ended May 31, November 30,
---------------- -------------
1996 1997 1998 1997 1998
---- ---- ---- ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Tax provision (benefit) at U.S. federal
statutory rate........................ $ 51 $(61) $ 26 $ (58) $ (221)
Net increase in life insurance cash
surrender value....................... (14) (15) (14) (7) (7)
Nondeductible expenses................. 89 90 83 43 76
State tax rate......................... 3 (3) 2 (12) (16)
State permanent differences............ 187 180 189 106 119
---- ---- ---- ----- ------
Total provision (benefit) for taxes.... $316 $191 $286 $ 72 $ (49)
==== ==== ==== ===== ======
</TABLE>

NOTE 7--LEASE COMMITMENTS

The Company leases various office facilities and vehicles under
noncancelable lease agreements, which expire at various dates. Certain of these
leases allow the Company, at its option to extend the lease term and/or
purchase the leased asset at the end of the lease term, generally at fair
market value. Future minimum lease payments under noncancelable operating
leases are as follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999............................................................... $1,042
2000............................................................... 1,073
2001............................................................... 1,090
2002............................................................... 1,065
2003............................................................... 1,091
Thereafter......................................................... 1,276
------
Total minimum lease payments....................................... $6,637
======
</TABLE>

F-73
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Rent expense for all operating leases for the fiscal years ended May 31,
1996, 1997 and 1998 and the six months ended November 30, 1997 and 1998 was
$993, $1,077, $1,129, $550 (unaudited) and $585 (unaudited), respectively.

NOTE 8--EMPLOYEE BENEFIT PLANS

401(k) Plan:

The Company has a contributory defined contribution benefit plan covering
substantially all employees who have completed one year of service and have
attained the age of 21. Company contributions are discretionary and amounted to
$150, $150, $115, $72 (unaudited) and $88 (unaudited) for the fiscal years
ended May 31, 1996, 1997 and 1998 and the six months ended November 30, 1997
and 1998, respectively.

Supplemental Executive Retirement Plan:

During November 1995, the Company adopted a Supplemental Executive
Retirement Plan (SERP) to provide benefits to certain shareholders and
employees (the Participants) or their beneficiaries. A Participant becomes
eligible to participate in the SERP on June 1 of the following the
Participant's second anniversary as an account executive.

If the Participants retire from employment with the Company on or after
attaining age 65, they are entitled to an annual SERP benefit of 66.67% of
their highest three year average compensation for the period following their
eligibility to participate in the SERP. If the Participant retires from the
Company prior to obtaining age 65, the benefit otherwise payable is multiplied
by a scheduled vesting factor corresponding to the Participant's total years of
service. If the Participant retires as a result of a total and permanent
disability or dies before retiring, the Participant's (or their beneficiaries')
supplemental disability benefit is deemed to be 33.33% of the Participant's
highest three year average compensation for the period following their
eligibility to participate in the SERP, multiplied by a scheduled vesting
factor corresponding to the Participant's total years of service. In all cases,
SERP benefits are payable for a period of seven years.

The Company may terminate or freeze benefits under the SERP at any time,
provided it commences payment of the present value of the Participant's vested
benefit at the time of such termination.

Net deferred compensation cost for the Company includes the following
components:

<TABLE>
<CAPTION>
Fiscal Year Ended
May 31,
------------------
1996 1997 1998
---- ------ ------
<S> <C> <C> <C>
Service cost........................................... $203 $ 344 $ 384
Interest cost.......................................... 236 420 476
Amortization of prior service cost..................... 219 348 348
---- ------ ------
Net deferred compensation cost......................... $658 $1,112 $1,208
==== ====== ======
</TABLE>

F-74
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Assumptions used in the development of pension data follow:

<TABLE>
<CAPTION>
Fiscal Year Ended
May 31,
---------------------
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Discount rate...................................... 7.0% 7.0% 7.0%
Rates of increase in compensation levels........... 4.0% 4.0% 4.0%
</TABLE>

The Company's SERP is currently unfunded. However, the Company does maintain
life insurance policies on the SERP's participants. The following table
presents the status of the Company's SERP benefits:

<TABLE>
<CAPTION>
May 31,
------------------------
1996 1997 1998
------ ------- -------
<S> <C> <C> <C>
Projected benefit obligation:
Active plan participants...................... $5,655 $ 6,419 $ 7,291
Retirees...................................... -- -- --
------ ------- -------
Funded status................................... (5,655) (6,419) (7,291)
Unrecognized prior service cost................. 4,997 4,649 4,301
Unrecognized gain............................... -- -- 12
------ ------- -------
Accrued SERP cost............................... $ (658) $(1,770) $(2,978)
====== ======= =======
</TABLE>

NOTE 9--CONTINGENCIES

Litigation:

NOTE 10--RELATED PARTY TRANSACTIONS

Report Systems, Inc. (Report Systems) (which is owned by the shareholders of
the Company) provides bookkeeping services to certain clients of the Company.
Through the end of fiscal year 1997, the Company had leased computer equipment
from Report Systems. Additionally, Report Systems provides certain bookkeeping
services to the Company. The cost of these services were negotiated on an arms
length basis and amounted to $130, $64, $10, $7 (unaudited) and $3 (unaudited)
for the years ended May 31, 1996, 1997 and 1998 and the six months ended
November 30, 1997 and 1998, respectively.

Notes payable to shareholders represent amounts due under the partner bonus
program. Partner bonuses are accrued at fiscal year end and repaid, together
with interest, over the six month period ending December 31. The notes accrue
interest at 8.25 percent.

There are notes receivable from certain shareholders in the aggregate amount
of $10, $15 and $25 (unaudited) at May 31, 1997 and 1998 and November 30, 1998,
respectively, which are included with other assets.

F-75
<PAGE>

FOLLMER, RUDZEWICZ & COMPANY, P.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

The Company leases its Southfield, Michigan space from Lincoln Development
Corporation, a company which is 50 percent owned by Follmer Rudzewicz
Development. Follmer Rudzewicz Development is a limited partnership which is
owned in part by Anthony P. Frabotta. The lease term began in 1988 and expires
in 2004. The current annual rent is approximately $680, which increases over
the term of the lease. The annual rent for the 2003 to 2004 term is
approximately $736.

NOTE 11--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its stockholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
Company stockholders will create FRF Holding LLC and capitalize it with their
stock of the Company. The Company will convert from a professional corporation
to a business corporation. Thereafter, a wholly-owned subsidiary of CenterPoint
will merge with and into the Company. All of the Company's outstanding shares
will be exchanged for cash and common stock of CenterPoint concurrently with
the consummation of the initial public offering of the common stock of
CenterPoint.

In connection with the merger described in the previous paragraph, the
shareholders have tentatively agreed to rescind all shareholders' benefits
related to the SERP Plan described in Note 8.

F-76
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Berry, Dunn, McNeil & Parker, Chartered

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Berry,
Dunn, McNeil & Parker, Chartered at June 30, 1998 and 1997, and the results of
their operations and their cash flows for each of the three years in the period
ended June 30, 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 9, 1999

F-77
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

CONSOLIDATED BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
June 30,
--------------- December 31,
1997 1998 1998
------ ------- ------------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................... $1,167 $ 2,013 $ 60
Fees receivable, less allowance for doubtful
accounts of $814, $924 and $847,
respectively.................................. 3,829 4,349 3,798
Unbilled fees, at net realizable value......... 1,240 1,341 1,705
Prepaid expenses and other current assets...... 353 183 169
------ ------- ------
Total current assets......................... 6,589 7,886 5,732
Property and equipment, net...................... 1,672 1,763 2,015
Intangible assets, net........................... 708 1,058 1,179
Deferred income taxes............................ 460 423 423
Other assets..................................... 43 15 31
------ ------- ------
Total assets................................. $9,472 $11,145 $9,380
====== ======= ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt................................ $2,268 $ 2,612 $2,038
Due to principals.............................. 3,721 4,906 3,101
Accounts payable............................... 204 99 329
Accrued employee compensation and related
costs......................................... 635 785 745
Deferred compensation.......................... 380 619 694
Deferred income taxes.......................... 690 653 653
Other accrued liabilities...................... 222 208 334
------ ------- ------
Total current liabilities.................... 8,120 9,882 7,894
Deferred compensation............................ 628 542 500
Other long-term liabilities...................... -- 4 75
------ ------- ------
Total liabilities............................ 8,748 10,428 8,469
------ ------- ------
Commitments and contingencies
Shareholders' equity:
Common stock and contributed capital, no par
value; 10,000 shares authorized, 31, 32 and 31
common shares issued and outstanding at June
30, 1997 and 1998 and December 31, 1998
(unaudited), respectively..................... 1,167 1,222 1,357
Accumulated deficit............................ (216) (216) (216)
Related party advances......................... (227) (289) (230)
------ ------- ------
Total shareholders' equity................... 724 717 911
------ ------- ------
Total liabilities and shareholders' equity... $9,472 $11,145 $9,380
====== ======= ======
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-78
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

CONSOLIDATED STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year Six Months
Ended June 30, Ended December 31,
------------------------- --------------------
1996 1997 1998 1997 1998
------- ------- ------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Professional services....... $14,844 $16,812 $17,916 $ 7,229 $ 7,975
------- ------- ------- --------- ---------
Expenses:
Shareholder compensation and
related costs.............. 5,024 6,214 7,113 1,961 2,023
Employee compensation and
related costs.............. 6,037 6,441 6,318 3,063 3,292
Occupancy costs............. 1,188 1,248 1,256 558 642
Office operating expenses... 1,434 1,690 1,811 532 627
Other selling, general and
administrative expenses.... 1,105 1,175 1,338 1,087 1,256
------- ------- ------- --------- ---------
14,788 16,768 17,836 7,201 7,840
------- ------- ------- --------- ---------
Operating income.......... 56 44 80 28 135
------- ------- ------- --------- ---------
Other (income) expense:
Interest expense............ 275 291 326 194 167
Interest income............. (215) (254) (261) (167) (144)
Other....................... (4) 7 15 1 112
------- ------- ------- --------- ---------
56 44 80 28 135
------- ------- ------- --------- ---------
Net income.................... $ -- $ -- $ -- $ -- $ --
======= ======= ======= ========= =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-79
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Common Stock Related Total
------------- Accumulated Party Shareholders'
Shares Amount Deficit Advances Equity
------ ------ ----------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1995..... 21 $ 857 $(216) $(513) $128
Capital contributed by
principals................ 6 166 -- -- 166
Net decrease in related
party advances............ -- -- -- 88 88
--- ------ ----- ----- ----
Balance at June 30, 1996..... 27 1,023 (216) (425) 382
Capital contributed by
principals................ 4 144 -- -- 144
Net decrease in related
party advances............ -- -- -- 198 198
--- ------ ----- ----- ----
Balance at June 30, 1997..... 31 1,167 (216) (227) 724
Capital contributed by
principals................ 2 92 -- -- 92
Redemption of capital
contributed by
principals................ (1) (37) -- -- (37)
Net increase in related
party advances............ -- -- -- (62) (62)
--- ------ ----- ----- ----
Balance at June 30, 1998..... 32 1,222 (216) (289) 717
Unaudited data:
Capital contributed by
principals................ -- 190 -- -- 190
Redemption of capital
contributed by
principals................ (1) (55) -- -- (55)
Net decrease in related
party advances............ -- -- -- 59 59
--- ------ ----- ----- ----
Balance at December 31, 1998
(unaudited)................. 31 $1,357 $(216) $(230) $911
=== ====== ===== ===== ====
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-80
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Six Months
Fiscal Year Ended December
Ended June 30, 31,
------------------------- ----------------
1996 1997 1998 1997 1998
------- ------- ------- ------- -------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income...................... $ -- $ -- $ -- $ -- $ --
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation and
amortization................. 599 810 908 476 568
Provision for uncollectible
fees receivable.............. 233 210 278 108 59
Loss on disposal of property
and equipment................ -- -- -- -- 118
Changes in operating assets
and liabilities:
Fees receivable............. (1,254) (735) (798) 23 492
Unbilled fees............... (12) (233) (101) (477) (364)
Prepaid expenses and other
current assets............. (26) (238) (87) (221) 14
Due to principals........... 541 1,232 1,185 (618) (1,544)
Accounts payable............ 115 (26) (105) (134) 230
Other accrued liabilities... 5 154 (15) (23) 126
Accrued compensation and
related costs.............. (181) 121 150 217 (301)
Other....................... 9 (239) 157 205 105
------- ------- ------- ------- -------
Net cash provided by (used
in) operating
activities............... 29 1,056 1,572 (444) (497)
------- ------- ------- ------- -------
Cash flows from investing
activities:
Business acquisitions........... (300) (453) (390) (157) (169)
Purchase of property and
equipment...................... (954) (665) (702) (575) (899)
Other........................... (19) (15) 29 (2) (8)
------- ------- ------- ------- -------
Net cash used in investing
activities............... (1,273) (1,133) (1,063) (734) (1,076)
------- ------- ------- ------- -------
Cash flows from financing
activities:
Repayments (advances) to related
parties........................ 88 198 (62) 43 59
Proceeds from (payments of)
short-term debt, net........... 247 776 344 39 (574)
Redemption of capital
contributed by principals...... -- -- (37) (37) (55)
Capital contributed by
principals..................... 166 144 92 66 190
------- ------- ------- ------- -------
Net cash provided by (used
in) financing
activities............... 501 1,118 337 111 (380)
------- ------- ------- ------- -------
Net increase (decrease) in cash
and cash equivalents............. (743) 1,041 846 (1,067) (1,953)
Cash and cash equivalents at
beginning of period.............. 869 126 1,167 1,167 2,013
------- ------- ------- ------- -------
Cash and cash equivalents at end
of period........................ $ 126 $ 1,167 $ 2,013 $ 100 $ 60
======= ======= ======= ======= =======
Supplemental disclosures of cash
flow information:
Interest paid................... $ 275 $ 291 $ 326 $ 194 $ 167
</TABLE>

See accompanying Notes to Consolidated Financial Statements.

F-81
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Berry, Dunn, McNeil & Parker, Chartered (the Company) provides professional
accounting, auditing, tax and consulting services primarily in northern New
England.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company
and its majority-owned subsidiary, BDMP Decision Development, LLC. All
significant intercompany transactions and accounts are eliminated in
consolidation.

Revenue Recognition:

Unbilled Fees:

Unbilled fees represent the anticipated net realizable value of services
provided by the Company's professional and administrative staff, plus out-of-
pocket expenses, on projects which had not yet been billed to clients as of
period end.

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives or the
shorter of asset life or lease term for leasehold improvements, generally
ranging from 3 to 10 years. Expenditures for maintenance and repairs and minor
renewals and betterments that do not improve or extend the life of the
respective assets are expensed. All other expenditures for renewals and
betterments are capitalized. The assets and related depreciation (amortization)
accounts are adjusted for property retirements and disposals with the resulting
gain or loss included in operations.

Asset Impairment Assessments:

F-82
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

that the sum of undiscounted estimated future cash flows expected to result
from use of the assets is less than the carrying value. No impairment has been
recognized by the Company.

Intangible Assets:

Investments:

Investments in companies in which the Company has significant ownership and
influence, but not control, are included in the consolidated financial
statements under the equity method of accounting. Other investments in
companies are stated at cost.

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable and accrued liabilities
approximate fair value.

Income Taxes:

Income taxes have been computed using the asset and liability approach.
Under this approach, deferred income tax assets and liabilities are determined
based on the differences between the financial statement and tax basis of
assets and liabilities using currently enacted tax rates in effect for the
years in which the differences are expected to reverse.

Concentration of Credit Risk:

Use of Estimates:

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. While management believes that the
estimates and related assumptions used in the preparation of the consolidated
financial statements are appropriate, actual results could differ from those
estimates. Estimates are made when accounting for the allowances for doubtful
accounts, unbilled fees, depreciation and amortization and income taxes.

F-83
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Unaudited Interim Financial Statements:

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position of the Company at December 31, 1998, and
the results of its operations and its cash flows for the six months ended
December 31, 1997 and 1998, as presented in the accompanying unaudited interim
financial statements.

NOTE 3--BUSINESS COMBINATIONS

On January 10, 1995, the Company acquired the firm of Brooks & Carter (B&C)
for one dollar and additional contingent consideration. The additional
contingent consideration is based on actual cash receipts of future gross
billings to former B&C clients for each calendar quarter during the period 1995
through 1999. However, the agreement limits the Company's payments to the
former owners of B&C based on amounts that B&C had collected from its clients
during 1994. Total payments made to the former owners of B&C for the years
ended June 30, 1996, 1997 and 1998, and the six months ended December 31, 1998
(unaudited) were approximately $19, $30, $34 and $14, respectively. These
amounts are being amortized over the remaining portion of a forty-year period
from the date of acquisition.

On January 31, 1995, the Company acquired the firm of Smith, Batchelder &
Rugg ("SBR") for $117 and other consideration as described below. In addition,
the Company paid a $425 note payable from SBR to State Street Bank and Trust
Co. The purchase price consideration also includes payments of $38 per year for
five years, plus variable percentages of cash receipts of future gross billings
to former clients of SBR for and during the five year period starting February
1, 1995 and terminating January 31, 2000. Excluding the initial acquisition
payment of $117, the maximum amount payable to the former owners of SBR under
the terms of the purchase agreement is $1,688. Total payments made to the
former owners of SBR for the years ended June 30, 1996, 1997 and 1998, and the
six months ended December 31, 1998 (unaudited), were approximately $134, $245,
$270 and $91, respectively. These amounts are being amortized over the
remaining portion of a forty-year period from the date of acquisition.

On January 1, 1996, the Company acquired the firm of Ade & Associates (Ade)
for $45 and additional contingent consideration. The additional contingent
consideration is based on actual cash receipts of future gross billings to
former Ade clients for and during the seven year period commencing January 1,
1996, and terminating December 31, 2002, including all work-in-process as of
December 31, 2002, for former clients of Ade, if and when collected by the
Company. Total contingent payments made to the former owners of Ade for the
years ended June 30, 1996, 1997 and 1998, and the six months ended December 31,
1998 (unaudited) were approximately $103, $178, $86 and $64, respectively.
These amounts are being amortized over the remaining portion of a forty-year
period from the date of acquisition.

F-84
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 4--SELECTED FINANCIAL STATEMENT INFORMATION

Additional information concerning consolidated financial statement accounts
include the following:

<TABLE>
<CAPTION>
June 30,
---------------- December 31,
1997 1998 1998
------- ------- ------------
(Unaudited)
<S> <C> <C> <C>
Property and equipment, net:
Furniture and fixtures.................. $ 3,001 $ 2,942 $ 2,223
Computer equipment...................... 450 828 667
Automobiles............................. 579 839 807
Leasehold improvements.................. 463 652 720
------- ------- -------
4,493 5,261 4,417
Less accumulated depreciation and
amortization........................... (2,821) (3,498) (2,402)
------- ------- -------
$ 1,672 $ 1,763 $ 2,015
======= ======= =======
Intangible assets, net:
Goodwill................................ $ 744 $ 1,134 $ 1,291
Less accumulated amortization........... (36) (76) (112)
------- ------- -------
$ 708 $ 1,058 $ 1,179
======= ======= =======
</TABLE>

NOTE 5--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following is a rollforward of activity within the allowance for doubtful
accounts:

<TABLE>
<CAPTION>
Six Months
Fiscal Year Ended Ended
June 30, December 31,
-------------------- -------------
1996 1997 1998 1997 1998
----- ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period........ $ 536 $ 789 $ 814 $ 814 $ 924
Additions to costs and expenses....... 233 210 278 108 59
Less (write-offs) recoveries.......... 20 (185) (168) (27) (136)
----- ------ ------ ----- ------
Balance at end of period.............. $ 789 $ 814 $ 924 $ 895 $ 847
===== ====== ====== ===== ======
</TABLE>

NOTE 6--CREDIT FACILITIES

Short-Term Debt:

Short-term debt consists of notes payable to shareholders' and shareholders'
families, which bear interest at a variable rate of prime plus 1.0%. Amounts
are due upon demand. The prime rate was 8.5 percent, 8.5 percent and 7.75
percent at June 30, 1997, 1998 and December 31, 1998, respectively.

F-85
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

In addition, the Company has a $3 million line of credit with Peoples
Heritage Bank, with interest payable monthly at prime plus 0.5 percent,
expiring November 1, 1999. At June 30, 1997 and 1998 and December 31, 1998
(unaudited), there were no borrowings outstanding under the line of credit. The
line of credit is collateralized by substantially all assets of the Company,
and guaranteed by the Company's shareholders.

NOTE 7--INCOME TAXES

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
June 30,
--------- December 31,
1997 1998 1998
---- ---- ------------
(Unaudited)
<S> <C> <C> <C>
Long-term deferred tax assets:
Deferred compensation............................. $252 $225 $225
Net operating loss carryforward................... 159 141 141
Property and equipment............................ 49 57 57
---- ---- ----
Total long-term deferred tax assets............. 460 423 423
Deferred tax liabilities:
Intangible assets................................. 166 119 119
Accrual to cash adjustment........................ 524 534 534
---- ---- ----
Total deferred tax liabilities.................. 690 653 653
---- ---- ----
Net deferred tax liability.......................... $230 $230 $230
==== ==== ====
</TABLE>

NOTE 8--LEASE COMMITMENTS

The Company leases various office facilities and equipment under
noncancelable lease agreements, which expire at various dates through November
2011. Certain of these leases allow the Company, at its option to extend the
lease term and/or purchase the leased asset at the end of the lease term,
generally at fair market value. Future minimum lease payments under
noncancelable operating leases are as follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999............................................................... $ 707
2000............................................................... 707
2001............................................................... 735
2002............................................................... 681
2003............................................................... 608
Thereafter......................................................... 3,353
------
Total minimum lease payments....................................... $6,791
======
</TABLE>

Rent expense for all operating leases for the fiscal years ended June 30,
1996, 1997 and 1998, and the six months ended December 31, 1997 and 1998 was
$717, $603, $806, $395 (unaudited) and $433 (unaudited), respectively.

F-86
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 9--EMPLOYEE BENEFIT PLANS

401(k) and Profit Sharing Plan:

The Company has a contributory defined contribution benefit plan covering
substantially all employees. Total Company contributions to the plan for the
fiscal years ended June 30, 1996, 1997 and 1998, and the six months ended
December 31, 1997 and 1998 was $504, $493, $503, $256 (unaudited) and $252
(unaudited), respectively.

Deferred Compensation Plan:

The Company has a nonqualified deferred compensation plan with its retired
principals for retirement benefits earned by the retired principals through
1985 under a benefit plan which is no longer in place, and undistributed
shareholder income related to a change in the Company's fiscal year end during
1990. The benefit to retired principals is paid in 120 equal monthly
instalments. In addition, unpaid salaries and bonuses payable to the retired
principals are included in the deferred compensation balances. These amounts
bear interest at prime plus 1.5 percent.

NOTE 10--SHAREHOLDERS' EQUITY

Each shareholder of the Company (Shareholder) is issued one share of the
Company's no par common stock upon admission as a shareholder. The price of
each share is determined by the Board of Directors. After five years as a
principal, a Shareholder is required to have a capital contribution equal to 50
percent of their salary. Upon retirement, resignation, death, or other defined
events, each Shareholder or Shareholder beneficiary has the right to receive
the amount paid to the Company by each Shareholder for his/her share of common
stock.

NOTE 11--COMMITMENTS AND CONTINGENCIES

NOTE 12--RELATED PARTY TRANSACTIONS

Prior to June 30, 1996, the Company loaned $438 to BDMP Realty LLC (BDMP), a
related party owned by the Company's principals, for the purchase of certain
real property. The loan bears interest at prime and does not require scheduled
payments. The Company also periodically advances funds to its shareholders.

Loans to BDMP and advances to shareholders have been included in the
consolidated balance sheet as related party advances.

The Company also leases the Bangor office from BDMP under a 15-year lease.
Annual rent is $230 and the lease is renewable for two periods of five years
each.

As described in Note 7, the Company periodically receives loans from the
Company's Shareholders and Shareholders' families.

F-87
<PAGE>

BERRY, DUNN, MCNEIL & PARKER, CHARTERED

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Amounts due to principals consist of accrued bonuses and accrued salaries.
Accrued bonuses and salaries earn interest at prime plus 1.5 percent.

NOTE 13--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its stockholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
Company stockholders will transfer their Company shares to a newly formed Maine
limited liability company ("BDM&P Holdings"). The Company will be converted
from a professional corporation to a business corporation. A wholly-owned
subsidiary of CenterPoint will merge with and into the Company. All of the
Company's outstanding shares will be exchanged for cash and common stock of
CenterPoint concurrently with the consummation of the initial public offering
of the common stock of CenterPoint.

F-88
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Urbach Kahn & Werlin PC

In our opinion, the accompanying balance sheet and the related statements of
income, of shareholders' equity and of cash flows present fairly, in all
material respects, the financial position of Urbach Kahn & Werlin PC at October
31, 1997 and 1998, and the results of its operations and its cash flows for
each of the two years in the period ended October 31, 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 audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 9, 1999

F-89
<PAGE>

URBACH KAHN & WERLIN PC

BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
October 31,
---------------- January 31,
1997 1998 1999
------- ------- -----------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................... $ 18 $ 189 $ 25
Marketable securities.......................... 1,028 1,152 1,292
Fees receivable, less allowance for doubtful
accounts of $1,070,
$1,177 and $1,294 (unaudited), respectively... 6,905 7,741 7,656
Unbilled fees, at net realizable value......... 138 299 836
Due from shareholders.......................... 394 570 799
Prepaid expenses and other current assets...... 821 829 709
------- ------- -------
Total current assets......................... 9,304 10,780 11,317
Property and equipment, net...................... 778 699 982
Investments...................................... 667 927 1,048
Deferred income taxes............................ 2,075 2,188 2,248
Other assets..................................... 239 319 347
------- ------- -------
Total assets................................. $13,063 $14,913 $15,942
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt................................ $ 429 $ 946 $ 721
Accounts payable............................... 407 340 1,593
Accrued compensation and related costs to
employees..................................... 265 249 261
Accrued compensation and related costs to
shareholders.................................. 882 1,337 1,076
Deferred compensation.......................... 294 262 257
Deferred income taxes.......................... 2,353 2,603 2,805
Other accrued liabilities...................... 159 564 464
------- ------- -------
Total current liabilities.................... 4,789 6,301 7,177
Long-term debt................................... 2,068 1,622 1,513
Deferred compensation............................ 4,475 4,805 4,896
Other............................................ -- 149 149
------- ------- -------
Total liabilities............................ 11,332 12,877 13,735
------- ------- -------
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value; 100,000 shares
authorized,
17,690, 18,425 and 18,425 (unaudited) common
shares issued
and outstanding at October 31, 1997 and 1998
and January 31,
1999, respectively............................ -- -- --
Additional paid-in-capital..................... 2,958 3,186 3,199
Accumulated other comprehensive income......... 91 151 232
Accumulated deficit............................ (1,318) (1,301) (1,224)
------- ------- -------
Total shareholders' equity................... 1,731 2,036 2,207
------- ------- -------
Total liabilities and shareholders' equity... $13,063 $14,913 $15,942
======= ======= =======
</TABLE>

See accompanying Notes to Financial Statements.

F-90
<PAGE>

URBACH KAHN & WERLIN PC

STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Fiscal Year Three Months
Ended October 31, Ended January 31,
------------------ ------------------
1997 1998 1998 1999
-------- -------- -------- --------
(Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Professional services................ $ 16,012 $ 17,085 $ 3,678 $ 4,346
-------- -------- -------- --------
Expenses:
Shareholder compensation and related
costs............................... 4,798 4,853 752 1,221
Employee compensation and related
costs............................... 6,590 7,147 1,674 1,817
Occupancy costs...................... 1,036 1,136 280 282
Office operating expenses............ 674 736 188 171
Depreciation and amortization........ 222 261 60 79
Other selling, general and
administrative expenses............. 2,385 2,727 679 605
-------- -------- -------- --------
15,705 16,860 3,633 4,175
-------- -------- -------- --------
Operating income................... 307 225 45 171
-------- -------- -------- --------
Other (income) expense:
Interest expense..................... 594 643 127 148
Interest income...................... (78) (108) (12) (13)
Other................................ (489) (435) (73) (124)
-------- -------- -------- --------
27 100 42 11
-------- -------- -------- --------
Income before provision for income
taxes................................. 280 125 3 160
Provision for income taxes............. 172 105 12 83
-------- -------- -------- --------
Net income (loss)...................... $ 108 $ 20 $ (9) $ 77
======== ======== ======== ========
</TABLE>

See accompanying Notes to Financial Statements.

F-91
<PAGE>

URBACH KAHN & WERLIN PC

STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Other Total Total
-------------- Paid-in- Accumulated Comprehensive Shareholders' Comprehensive
Shares Amount Capital Deficit Income Equity Income
------ ------ ---------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at October 31,
1996................... 17,835 $-- $2,944 $(1,299) $-- $1,645
Cash dividends, $.17
per share............ -- -- -- (3) -- (3)
Issuances of common
stock/ payments of
subscriptions........ 1,125 -- 333 -- -- 333
Retirement of common
stock................ (1,270) -- (319) (124) -- (443)
Unrealized gain on
available for sale
securities........... -- -- -- -- 91 91 $ 91
Net income............ -- -- -- 108 -- 108 108
------ ---- ------ ------- ---- ------ ----
Total comprehensive
income.............. -- -- -- -- -- -- $199
====
Balance at October 31,
1997................... 17,690 -- 2,958 (1,318) 91 1,731
Cash dividends, $.17
per share............ -- -- -- (3) -- (3)
Issuances of common
stock/ payments of
subscriptions........ 735 -- 228 -- -- 228
Unrealized gain on
available for sale
securities........... -- -- -- -- 60 60 $ 60
Net income............ -- -- -- 20 -- 20 20
------ ---- ------ ------- ---- ------ ----
Total comprehensive
income.............. -- -- -- -- -- -- $ 80
====
Balance at October 31,
1998................... 18,425 -- 3,186 (1,301) 151 2,036
Unaudited data:
Issuances of common
stock/ payments of
subscriptions........ -- -- 13 -- -- 13
Unrealized gain on
available for sale
securities........... -- -- -- -- 81 81 $ 81
Net income............ -- -- -- 77 -- 77 77
------ ---- ------ ------- ---- ------ ----
Total comprehensive
income.............. -- -- -- -- -- -- $158
====
Balance at January 31,
1999 (unaudited)....... 18,425 $-- $3,199 $(1,224) $232 $2,207
====== ==== ====== ======= ==== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-92
<PAGE>

URBACH KAHN & WERLIN PC

STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Three
Fiscal Year Months
Ended Ended
October 31, January 31,
-------------- ------------
1997 1998 1998 1999
------- ----- ----- -----
(Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).............................. $ 108 $ 20 $ (9) $ 77
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization................ 222 261 60 79
Change in deferred income taxes.............. 148 105 11 83
Increase in related entities' and investment
equity...................................... (367) (346) (84) (121)
Changes in current assets and liabilities:
Fees receivable............................ 126 (836) (11) 85
Unbilled fees.............................. 92 (161) (626) (537)
Prepaid expenses and other current assets.. (253) (8) 225 120
Accounts payable........................... (607) (67) 178 1,253
Accrued liabilities........................ (74) 405 245 (101)
Accrued compensation and related costs to
employees................................. (173) (16) (39) 12
Accrued compensation and related costs to
shareholders.............................. 45 455 (2) (261)
Deferred compensation...................... 602 298 117 86
Other...................................... 140 47 2 1
------- ----- ----- -----
Net cash provided by operating
activities.............................. 9 157 67 776
------- ----- ----- -----
Cash flows from investing activities:
Due from shareholders.......................... 41 (176) (153) (229)
Purchase of property and equipment............. (283) (187) (48) (362)
Dividends from corporate joint venture equity
investment.................................... 176 85 -- --
Purchase of investments........................ (37) (31) -- --
Other.......................................... (75) (40) -- (28)
------- ----- ----- -----
Net cash used in investing activities.... (178) (349) (201) (619)
------- ----- ----- -----
Cash flows from financing activities:
Proceeds from issuance of long-term debt....... 1,700 -- -- --
Payments of long-term debt..................... (296) (429) (106) (109)
Proceeds from (payments of) short-term debt,
net........................................... (1,100) 500 351 (225)
Payments of dividends.......................... (3) (3) -- --
Proceeds from issuance of common stock/payments
of subscriptions.............................. 333 228 15 13
Payments to retire common stock................ (443) -- -- --
Other.......................................... (10) 67 -- --
------- ----- ----- -----
Net cash provided by (used in) financing
activities.............................. 181 363 260 (321)
------- ----- ----- -----
Net increase (decrease) in cash and cash
equivalents..................................... 12 171 126 (164)
Cash and cash equivalents at beginning of
period.......................................... 6 18 18 189
------- ----- ----- -----
Cash and cash equivalents at end of period....... $ 18 $ 189 $ 144 $ 25
======= ===== ===== =====
Supplemental disclosures of cash flow
information:
Interest paid.................................. $ 238 $ 254 $ 46 $ 48
Income taxes paid.............................. $ 11 $ 34 $ 9 $ 6
</TABLE>

See accompanying Notes to Financial Statements.

F-93
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

The Company:

Urbach Kahn & Werlin PC (the Company or UKW), which was founded in 1964, is
a professional accountancy corporation engaged in providing tax, accounting and
auditing, and consulting services. The Company is headquartered in Albany, New
York and also conducts its practice in five other operating offices, which are
located in: Glens Falls, NY; Poughkeepsie, NY; New York, NY; Los Angeles, CA;
and Washington, DC.

NOTE 2--RELATED ENTITIES AND INVESTMENTS

The accounts and operations of several entities which are affiliated with
the Company through partnership arrangements and/or common stock investments
are not material, are generally carried at the Company's net equity and are
classified as investments. The Company's interest in a corporate joint venture,
which provides malpractice insurance to its members, is also carried at net
equity in underlying net assets and is also classified as an investment.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

Unbilled Fees:

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Marketable Securities:

The Company accounts for marketable securities in accordance with the
provisions of Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."

F-94
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Marketable securities consisted of investments in equity securities and are
classified as available for sale securities. At October 31, 1997 and 1998 and
January 31, 1999, the fair market value of the marketable securities exceeds
the adjusted cost. The unrealized gains, net of deferred income taxes, are
reported as an increase to shareholders' equity.

Marketable securities consisted of:

<TABLE>
<CAPTION>
October 31,
------------- January 31,
1997 1998 1999
------ ------ -----------
(Unaudited)
<S> <C> <C> <C>
Adjusted cost.................................... $ 889 $ 920 $ 920
Unrealized holding gains......................... 139 232 372
------ ------ ------
Fair market value................................ $1,028 $1,152 $1,292
====== ====== ======
</TABLE>

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
4 to 10 years. Expenditures for maintenance and repairs and minor renewals and
betterments which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

Intangible Assets:

Intangible assets consist of goodwill, which represents the excess of cost
over the fair value of assets acquired in practice acquisitions accounted for
under the purchase method. Substantially all goodwill is amortized on a
straight-line basis over an estimated useful life of 40 years.

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable, accrued liabilities
and debt approximate fair value.

Income Taxes:

F-95
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

tax basis of assets and liabilities using currently enacted tax rates in effect
for the years in which the differences are expected to reverse.

Concentration of Credit Risk:

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and
the 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. While management believes that the estimates and related
assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made when accounting for the allowances for doubtful accounts, depreciation and
amortization, income taxes and deferred compensation liability.

Unaudited Interim Financial Statements:

In the opinion of management, the Company has made all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of the financial position of the Company at January 31, 1999, and
the results of its operations and its cash flows for the three months ended
January 31, 1998 and 1999, as presented in the accompanying unaudited interim
financial statements.

F-96
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 4--SELECTED FINANCIAL STATEMENT INFORMATION

Additional information concerning consolidated financial statement accounts
include the following:

<TABLE>
<CAPTION>
October 31,
-------------- January 31,
1997 1998 1999
------ ------ -----------
(Unaudited)
<S> <C> <C> <C>
Property and equipment, net:
Furniture and fixtures..................... $3,656 $3,795 $4,153
Leasehold improvements..................... 648 696 700
------ ------ ------
4,304 4,491 4,853
Less accumulated depreciation and
amortization.............................. (3,526) (3,792) (3,871)
------ ------ ------
$ 778 $ 699 $ 982
====== ====== ======
Prepaid expenses and other current assets:
Prepaid insurance.......................... $ 299 $ 306 $ 169
Prepaid taxes.............................. 81 65 106
Prepaid rent............................... 150 166 --
Other receivables.......................... 128 138 121
Notes receivables.......................... 75 83 60
Other...................................... 88 71 253
------ ------ ------
$ 821 $ 829 $ 709
====== ====== ======
Other accrued liabilities:
401K employer matching contribution........ $ 60 $ 245 $ 259
Other...................................... 99 319 205
------ ------ ------
$ 159 $ 564 $ 464
====== ====== ======
</TABLE>

NOTE 5--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following is a rollforward of activity within the allowance for doubtful
accounts:

<TABLE>
<CAPTION>
Fiscal Year Ended Three Months
October 31, Ended
------------------ January 31,
1997 1998 1999
-------- -------- ------------
(Unaudited)
<S> <C> <C> <C>
Balance at beginning of period............ $ 1,385 $ 1,070 $1,177
Additions to costs and expenses........... 174 420 117
Less write-offs........................... (489) (313) --
-------- -------- ------
Balance at end of period.................. $ 1,070 $ 1,177 $1,294
======== ======== ======
</TABLE>

F-97
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 6--CREDIT FACILITIES

Short-Term Debt:

Short-term debt consists of the following:

<TABLE>
<CAPTION>
October
31,
--------- January 31,
1997 1998 1999
---- ---- -----------
(Unaudited)
<S> <C> <C> <C>
Lines of credit...................................... $-- $500 $275
Current maturities of long-term debt................. 429 446 446
---- ---- ----
Total short-term debt.............................. $429 $946 $721
==== ==== ====
</TABLE>

The Company has several bank lines of credit with borrowing capacity of
$6,000. The interest rates range from prime plus .25 percent to prime minus
1.25 percent. The lines of credit are unsecured. The most significant covenant
related to these lines is a debt to equity ratio.

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
October 31,
-------------- January 31,
1997 1998 1999
------ ------ -----------
(Unaudited)
<S> <C> <C> <C>
Note payable, unsecured, interest rates
ranging from 8% to 8.5%. Maturities from
April 2001 through July 2004................. $2,497 $2,068 $1,959
Less current maturities of long-term debt..... (429) (446) (446)
------ ------ ------
Total long-term debt........................ $2,068 $1,622 $1,513
====== ====== ======
</TABLE>

Maturities on long-term debt as of October 31, 1998, including capital
lease obligations, are as follows:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999............................................................... $ 446
2000............................................................... 467
2001............................................................... 364
2002............................................................... 264
2003............................................................... 287
Thereafter......................................................... 240
------
Total maturities of long-term debt............................... $2,068
======
</TABLE>

F-98
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 7--INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
Fiscal Year Three Months
Ended Ended January
October 31, 31,
----------- -------------
1997 1998 1998 1999
----- ----- ------ ------
(Unaudited)
<S> <C> <C> <C> <C>
Income taxes currently payable:
State......................................... $ 24 $ -- $ 1 $ --
----- ----- ----- ------
24 -- 1 --
Deferred income tax expense (benefit):
Federal....................................... 128 81 9 67
State......................................... 20 24 2 16
----- ----- ----- ------
Total provision for income taxes............ $ 172 $ 105 $ 12 $ 83
===== ===== ===== ======
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
October 31,
------------- January 31,
1997 1998 1999
------ ------ -----------
(Unaudited)
<S> <C> <C> <C>
Long-term deferred tax assets:
Deferred compensation........................ $1,880 $2,018 $2,078
Fixed assets................................. 112 120 120
Net operating loss and tax credit
carryforwards............................... 83 50 50
------ ------ ------
Total long-term deferred tax assets........ 2,075 2,188 2,248
------ ------ ------
Current deferred tax liabilities:
Accrual to cash adjustments.................. 2,305 2,522 2,665
Unrealized gains on investments.............. 48 81 140
------ ------ ------
Total current deferred tax liabilities..... 2,353 2,603 2,805
------ ------ ------
Net deferred tax liability..................... $ 278 $ 415 $ 557
====== ====== ======
</TABLE>

The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:

<TABLE>
<CAPTION>
Fiscal Year
Ended Three Months
October 31, Ended
----------- January 31,
1997 1998 1999
----- ----- ------------
(Unaudited)
<S> <C> <C> <C>
Income taxes currently payable:
U.S. federal statutory rate................... $ 98 $ 44 $55
State income taxes, net of federal income tax
benefit...................................... 44 24 16
Non-deductible expenses....................... 30 37 12
----- ----- ---
Actual income tax provision..................... $ 172 $ 105 $83
===== ===== ===
</TABLE>

F-99
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 8--LEASE COMMITMENTS

The Company leases its office facilities under noncancelable lease
agreements, which expire at various dates. Certain of these leases allow the
Company, at its option, to extend the lease term and/or purchase the leased
asset at the end of the lease term, generally at fair market value. Future
minimum lease payments under noncancelable operating leases are as follows as
of October 31, 1998:

<TABLE>
<CAPTION>
Fiscal Year:
------------
<S> <C>
1999............................................................... $ 827
2000............................................................... 682
2001............................................................... 682
2002............................................................... 635
2003............................................................... 535
Thereafter......................................................... 871
------
Total minimum lease payments..................................... $4,232
======
</TABLE>

Rent expense for all operating leases for the fiscal years ended October 31,
1997 and 1998 and the three months ended January 31, 1998 and 1999 was $915,
$1,043, $253 (unaudited) and $264 (unaudited), respectively.

NOTE 9--EMPLOYEE BENEFIT PLANS

401(k) Plan:

The Company contributes to a 401(k) employee retirement plan based upon
requirements to fund benefits for covered employees. The Company matches ten
percent of an employee's contribution up to six percent of an employee's
salary.

Deferred Compensation:

The Company is liable, under the terms of its wage continuation plan, for
deferred benefits to active shareholders and retired shareholders or
beneficiaries of deceased shareholders. The benefits are based on years of
service and average annual compensation levels, as defined.

The Company is required to purchase all shares of stock held by a retiring
shareholder at the close of the fiscal year in which the separation takes
place.

Net deferred compensation cost for the Company includes the following
components:

<TABLE>
<CAPTION>
Fiscal Year
Ended
October 31,
-----------
1997 1998
----- -----
<S> <C> <C>
Service cost.................................................. $ 141 $ 144
Interest cost................................................. 355 389
Amortization of prior service cost............................ 58 58
----- -----
Net deferred compensation cost................................ $ 554 $ 591
===== =====
</TABLE>

F-100
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Assumptions used in the development of pension data follow:

<TABLE>
<CAPTION>
Fiscal Year
Ended
October 31,
-----------
1997 1998
----- -----
<S> <C> <C>
Discount rate.................................................. 7.5% 7.5%
Rates of increase in compensation levels....................... 4.0% 4.0%
</TABLE>

The Company's deferred compensation plan is not funded. The following table
presents the status of the Company's deferred compensation benefits:

<TABLE>
<CAPTION>
October 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Projected benefit obligation:
Retirees.............................................. $ 1,393 $ 1,223
Active participants................................... 3,387 3,796
Funded status........................................... (4,780) (5,019)
Unrecognized prior service cost......................... 234 175
Unrecognized gain....................................... (223) (223)
------- -------
Accrued deferred compensation cost...................... $(4,769) $(5,067)
======= =======
</TABLE>

NOTE 10--SHAREHOLDERS' EQUITY

Shareholders' equity accounts are reported net of related amounts due from
the respective individuals for the portion of common stock that the Company
considers subscribed. The terms of subscription arrangements with shareholders
generally provide for payments (with interest) over a five-year term. The
number of common shares recognized as issued (1,125 shares in 1997 and 735
shares in 1998) were substantially all subscribed shares. Additional paid-in
capital is only recognized as cash payments are made.

On November 1, 1997, Common Stock (1,125 shares) was issued to new
shareholders in the amount of $333, including payments of subscriptions. Also
in 1997, Common Stock (1,270 shares) was acquired and retired on April 1 and
August 1 for consideration totaling $443.

On November 1, 1998, Common Stock (735 shares) was issued to new
shareholders in the amount of $228, including payments of subscriptions.

Dividends were declared and paid in both 1997 and 1998 in the amounts of $3.

NOTE 11--CONTINGENCIES

Litigation:

F-101
<PAGE>

URBACH KAHN & WERLIN PC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 12--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its shareholders entered into a definitive
agreement with a newly formed Massachusetts corporation (the "UKW Company").
The shareholders of UKW Company will exchange all their stock for proportionate
membership interests in a newly formed Delaware limited liability company ("UKW
LLC"). Thereafter, CenterPoint will merge with and into UKW LLC. All of the UKW
LLC interests will be exchanged for cash and common stock of CenterPoint
concurrently with the consummation of the initial public offering of the common
stock of CenterPoint.

In order to comply with standards of the accounting profession and
applicable state regulations governing the profession, CenterPoint is requiring
that the Company cease providing attest services prior to the closing of the
acquisition. Following the closing, all attest services formerly provided by
the Company will be provided by a newly created separate legal entity (the
Attest Firm) which will be owned by former shareholders of the Company who are
certified public accountants. Pursuant to a services agreement, CenterPoint
will provide professional and other personnel, equipment, office space and
business and administrative services necessary to operate the Attest Firm.

F-102
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Self Funded Benefits, Inc.

In our opinion, the accompanying balance sheet and the related statements of
income, of shareholders' equity and of cash flows present fairly, in all
material respects, the financial position of Self Funded Benefits, Inc. d/b/a
Insurance Design Administrators at December 31, 1998 and 1997, and the results
of its operations and its cash flows for each of the two years in the period
ended December 31, 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 5, 1999

F-103
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 194 $ 857
Restricted cash................................................ 190 --
Administration fees and commissions receivable................. 708 675
Funds held for customers....................................... 612 660
Prepaid expenses and other current assets...................... 28 160
Due from principal............................................. -- 164
------ ------
Total current assets......................................... 1,732 2,516
Property and equipment, net...................................... 966 747
Due from principal............................................... 155 --
Other assets-security deposits................................... 43 38
------ ------
Total assets................................................. $2,896 $3,301
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt.............................. $ 200 $ 153
Accounts payable............................................... 53 123
Accrued liabilities............................................ 266 185
Accrued compensation and related costs......................... 62 91
Deferred income................................................ 69 --
Current portion of customer deposits........................... 526 660
------ ------
Total current liabilities.................................... 1,176 1,212
Long-term debt, less current portion............................. 309 154
Customer deposits, less current portion.......................... 86 --
------ ------
Total liabilities............................................ 1,571 1,366
------ ------
Commitments and contingencies
Shareholders' equity:
Common stock, no par value; 200 shares authorized, 150 common
shares issued and outstanding................................. -- --
Additional paid-in-capital..................................... 208 208
Retained earnings.............................................. 1,117 1,727
------ ------
Total shareholders' equity................................... 1,325 1,935
------ ------
Total liabilities and shareholders' equity................... $2,896 $3,301
====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-104
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Revenues:
Administration fees........................................... $6,583 $6,703
Reinsurance commissions....................................... 1,960 1,343
Other......................................................... 1,213 2,887
------ ------
9,756 10,933
------ ------
Expenses:
Employee compensation and related costs....................... 6,047 6,361
Occupancy costs............................................... 296 299
Other operating expenses...................................... 1,121 1,132
Depreciation and amortization................................. 206 242
Other selling, general and administrative expenses............ 1,045 1,377
------ ------
8,715 9,411
------ ------
Operating income............................................ 1,041 1,522
------ ------
Other (income) expense:
Interest expense.............................................. 28 32
Interest income............................................... (80) (77)
Other......................................................... 132 82
------ ------
80 37
------ ------
Income before provision for income taxes........................ 961 1,485
Provision for income taxes...................................... 31 25
------ ------
Net income...................................................... $ 930 $1,460
====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-105
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Common Stock Additional Total
------------- Paid-in- Retained Shareholders'
Shares Amount Capital Earnings Equity
------ ------ ---------- -------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997..... 150 $-- $208 $1,167 $1,375
Cash dividends, $6,533 per
share....................... -- -- -- (980) (980)
Net income................... -- -- -- 930 930
--- ---- ---- ------ ------
Balance at December 31, 1997... 150 -- 208 1,117 1,325
Cash dividends, $5,666 per
share....................... -- -- -- (850) (850)
Net income................... -- -- -- 1,460 1,460
--- ---- ---- ------ ------
Balance at December 31, 1998... 150 $-- $208 $1,727 $1,935
=== ==== ==== ====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-106
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------
1997 1998
----- -------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................... $ 930 $ 1,460
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.............................. 206 242
Loss on disposal of property and equipment................. 49 82
Changes in current assets and liabilities:
Administration fees and commissions receivable........... (215) 33
Funds held for customers................................. 190 (48)
Restricted cash.......................................... (6) 190
Prepaid expenses and other current assets................ (11) (132)
Accounts payable......................................... 19 70
Accrued liabilities...................................... 216 (81)
Accrued compensation and related costs................... 26 29
Deferred income.......................................... (47) (69)
Customer deposits........................................ (275) 48
Other.................................................... (86) (4)
----- -------
Net cash provided by operating activities.............. 996 1,820
----- -------
Cash flows from investing activities:
Purchase of property and equipment........................... (451) (105)
----- -------
Net cash used in investing activities.................. (451) (105)
----- -------
Cash flows from financing activities:
Proceeds from issuance of long-term debt..................... 400 --
Payments of long-term debt................................... (150) (202)
Payments of dividends........................................ (980) (850)
----- -------
Net cash used in financing activities.................. (730) (1,052)
----- -------
Net increase (decrease) in cash and cash equivalents........... (185) 663
Cash and cash equivalents at beginning of year................. 379 194
----- -------
Cash and cash equivalents at end of year....................... $ 194 $ 857
===== =======
Supplemental disclosures of cash flow information:
Interest paid................................................ $ 28 $ 32
Income taxes paid............................................ $ 29 $ 27
</TABLE>

See accompanying Notes to Financial Statements.

F-107
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

NOTES TO FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Self Funded Benefits, Inc. d/b/a Insurance Design Administrators (the
Company) administers self-funded benefit plans of employees of their customers
in both the public sector and private industry primarily in New Jersey.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

The Company recognizes revenue as the related services are provided. The
Company bills administration fees for administering their customers' self-
insured health plans. Administration fees are based on a fixed amount per
eligible life per month. The Company receives reinsurance commissions from the
various reinsurance carriers utilized. The reinsurance commissions are
determined by the terms of the reinsurance carrier agreements. Outstanding fees
receivable are evaluated each period to assess the adequacy of the allowance
for doubtful accounts. As of December 31, 1997 and 1998, the Company has
determined that no allowance for doubtful accounts was necessary.

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
5 to 7 years. Expenditures for maintenance and repairs and minor renewals and
betterment's which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, administration fees and commissions receivable, accounts
payable, accrued liabilities and debt approximate fair value.

F-108
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Income Taxes:

During the year ended December 31, 1995, the Company elected S corporation
status for Federal and New Jersey income tax purposes. The Company received a
tax determination letter approving the S corporation status from the Internal
Revenue Service. This election resulted in an elimination of Federal income
taxes and a reduction of New Jersey income taxes at the corporation level.

State income taxes have been computed using the asset and liability
approach. Under this approach, deferred income tax assets and liabilities are
determined based on the differences between the financial statement and tax
basis of assets and liabilities using currently enacted tax rates in effect for
the years in which the differences are expected to reverse.

Customer Deposits:

The Company holds client funds as deposits to pay claims of participants in
various self insurance plans. The related asset is accounted for as funds held
for customers and the corresponding liability is accounted for as customer
deposits on the balance sheet.

Concentration of Credit Risk:

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of administration fees and
commissions receivable. Receivables are not collateralized and, as a result,
management continually monitors the financial condition of its clients and
requires customer deposits for certain customers to reduce the risk of loss.

Sales Concentration:

A significant portion of the Company's total revenue comes from several
major customers. The following is a summary of the customers and corresponding
revenue for customers which consists of 10 percent or more of the Company's
total revenue for the years ended December 31, 1997 and 1998:

<TABLE>
<CAPTION>
December 31,
-------------
Customer 1997 1998
-------- ------ ------
<S> <C> <C>
County of Bergen............................................ $1,228 $ 995
Trump Casino Services, LLC.................................. 1,583 1,556
North Jersey School......................................... 1,212 1,199
------ ------
$4,023 $3,750
====== ======
</TABLE>

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and
the 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. While management believes that the estimates and related
assumptions used in the preparation of the financial statements are
appropriate, actual

F-109
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

results could differ from those estimates. Estimates are made when accounting
for the allowances for doubtful accounts, depreciation and amortization and
income taxes.

NOTE 3--PROPERTY AND EQUIPMENT

Property and equipment, net reflected on the accompanying balance sheet is
comprised as follows:

<TABLE>
<CAPTION>
December 31,
---------------
1997 1998
------ -------
<S> <C> <C>
Property and equipment, net:
Furniture and fixtures.................................. $ 349 $ 284
Computer equipment and software......................... 1,444 1,626
Automobiles............................................. 14 14
Leasehold improvements.................................. 74 70
------ -------
1,881 1,994
Less accumulated depreciation and amortization.......... (915) (1,247)
------ -------
$ 966 $ 747
====== =======
</TABLE>

NOTE 4--LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December
31,
---------
1997 1998
---- ----
<S> <C> <C>
Notes payable, secured by certain assets of the Company,
interest rate 7.5% to 11.5%, maturities from 1999 through
2002........................................................... $506 $307
Other........................................................... 3 --
---- ----
509 307
Less current maturities of long-term debt....................... 200 153
---- ----
Total long-term debt.......................................... $309 $154
==== ====
</TABLE>

Maturities on long-term debt are as follows:

<TABLE>
<S> <C>
1999................................................................. $153
2000................................................................. 106
2001................................................................. 34
2002................................................................. 14
----
Total maturities of long-term debt................................. $307
====
</TABLE>

NOTE 5--LEASE COMMITMENTS

The Company leases various types of office facilities, equipment, and
furniture and fixtures under noncancelable operating lease agreements, which
expire at various dates. Certain of these leases allow the

F-110
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Company, at its option to extend the lease term and/or purchase the leased
asset at the end of the lease term, generally at fair market value. Future
minimum lease payments under noncancelable operating leases are as follows:

<TABLE>
<S> <C>
1999............................................................... $ 285
2000............................................................... 255
2001............................................................... 253
2002............................................................... 230
2003............................................................... 230
Thereafter......................................................... 211
------
Total minimum lease payments..................................... $1,464
======
</TABLE>

Rent expense for all operating leases for the fiscal years ended December
31, 1997 and 1998 was $253 and $269, respectively.

NOTE 6--EMPLOYEE BENEFIT PLAN

401(k) Plan:

The Company has a 401(K) plan in which all full time employees can
participate. Employees can contribute up to 15 percent of their earnings. The
Company matches 40 percent of the employees' contributions up to a maximum of 5
percent of compensation. The 401(K) employee benefit expense for the fiscal
years ended December 31, 1997 and 1998 was $39 and $37, respectively.

NOTE 7--COMMITMENTS AND CONTINGENCIES

Litigation:

Letter of Credit:

The Company obtained a letter of credit from Bergen Commercial Bank for the
benefit of a health insurance carrier on January 5, 1993 for $250. On January
5, 1998, the letter of credit was reduced to $200. The letter of credit was
secured by a restricted money market account at the bank and expired on
December 31, 1998. Letter of credit fees incurred by the Company for each of
the years ended December 31, 1997 and 1998 were $1.

NOTE 8--RELATED PARTY TRANSACTIONS

The Company purchased certain leasehold improvements and travel related
services from two companies owned by a shareholder of the Company. During the
fiscal years ended December 31, 1997 and 1998, these expenditures totaled $74
and $14, respectively. There were no outstanding payable balances related to
these purchased items or services as of December 31, 1997 and 1998.

F-111
<PAGE>

SELF FUNDED BENEFITS, INC. D/B/A INSURANCE DESIGN ADMINISTRATORS

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

The Company has a loan receivable balance due from a shareholder of the
Company. The outstanding balance of the loan as of December 31, 1997 and 1998
was $155 and $164, respectively. The loan bears interest at 5.63 percent and
5.85 percent as of December 31, 1997 and 1998, respectively.

NOTE 9--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its stockholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which a
wholly-owned subsidiary of CenterPoint will merge with and into the Company.
All of the Company's outstanding shares will be exchanged for cash and common
stock of CenterPoint concurrently with the consummation of the initial public
offering of the common stock of CenterPoint.

F-112
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Grace & Company, P.C.

In our opinion, the accompanying balance sheet and the related statements of
income, of shareholders' equity and of cash flows present fairly, in all
material respects, the financial position of Grace & Company, P.C. at December
31, 1998, and the results of its operations and its cash flows for the period
then ended in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 12, 1999

F-113
<PAGE>

GRACE & COMPANY, P.C.

BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash............................................................ $ 6
Fees receivable, less allowance for doubtful accounts of $761... 1,531
Unbilled fees, at net realizable value.......................... 815
Prepaid expenses and other current assets....................... 204
------
Total current assets.......................................... 2,556
Property and equipment, net....................................... 515
Cash surrender value of life insurance............................ 993
Deferred income taxes............................................. 11
Other assets...................................................... 30
------
Total assets.................................................. $4,105
======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt................................................. $ 742
Due to shareholders............................................. 601
Accounts payable................................................ 160
Accrued compensation and related costs.......................... 530
Deferred income taxes........................................... 766
Other accrued liabilities....................................... 93
------
Total current liabilities..................................... 2,892
Long-term debt.................................................... 419
------
Total liabilities............................................. 3,311
------
Commitments
Shareholders' equity:
Common stock, $1 stated value; 30,000 shares authorized, 16,500
shares issued and 15,000 outstanding........................... 17
Additional paid-in-capital...................................... 350
Treasury stock, 1,500 shares.................................... (89)
Retained earnings............................................... 516
------
Total shareholders' equity.................................... 794
------
Total liabilities and shareholders' equity.................... $4,105
======
</TABLE>

See accompanying Notes to Financial Statements.

F-114
<PAGE>

GRACE & COMPANY, P.C.

STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Revenues:
Professional services............................................ $9,691
Expenses:
Member compensation and related costs............................ 2,709
Employee compensation and related costs.......................... 5,075
Occupancy costs.................................................. 406
Office operating expenses........................................ 95
Depreciation and amortization.................................... 190
Other selling, general and administrative expenses............... 689
------
9,164
------
Operating income............................................... 527
------
Other (income) expense:
Interest expense................................................. 122
Interest income.................................................. (23)
Other............................................................ (135)
Loss on equity investment........................................ 40
------
4
------
Income before provision for income taxes........................... 523
Provision for income taxes......................................... 232
------
Net income......................................................... $ 291
======
</TABLE>

See accompanying Notes to Financial Statements.

F-115
<PAGE>

GRACE & COMPANY, P.C.

STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Treasury
Common Stock Additional Stock Total
------------- Paid-in- ------------- Retained Shareholders'
Shares Amount Capital Shares Amount Earnings Equity
------ ------ ---------- ------ ------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1997................... 13,500 $14 $182 1,500 $(89) $225 $332
Issuances of common
stock................ 3,000 3 168 -- -- -- 171
Net income............ -- -- -- -- -- 291 291
------ --- ---- ----- ---- ---- ----
Balance at December 31,
1998................... 16,500 $17 $350 1,500 $(89) $516 $794
====== === ==== ===== ==== ==== ====
</TABLE>

See accompanying Notes to Financial Statements.

F-116
<PAGE>

GRACE & COMPANY, P.C.

STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Cash flows from operating activities:
Net income...................................................... $291
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................. 190
Change in deferred income taxes............................... 127
Changes in operating assets and liabilities:
Fees receivable............................................. (581)
Unbilled fees............................................... 113
Prepaid expenses and other current assets................... 44
Other assets................................................ (15)
Accounts payable............................................ (3)
Accrued compensation and related costs...................... (13)
Other accrued liabilities................................... 84
----
Net cash provided by operating activities................. 237
----
Cash flows from investing activities:
Purchase of property and equipment.............................. (328)
Proceeds from sale of property and equipment.................... 6
Increase in cash surrender value................................ (171)
----
Net cash used in investing activities..................... (493)
----
Cash flows from financing activities:
Proceeds from issuance of long-term debt........................ 450
Payments of long-term debt...................................... (77)
Payments of short-term debt, net................................ (292)
Issuance of common stock........................................ 171
----
Net cash provided by financing activities................. 252
----
Net decrease in cash.............................................. (4)
Cash at beginning of period....................................... 10
----
Cash at end of period............................................. $ 6
====
Supplemental disclosures of cash flow information:
Interest paid................................................... $134
Income taxes paid............................................... $ 20
</TABLE>

See accompanying Notes to Financial Statements.

F-117
<PAGE>

GRACE & COMPANY, P.C.

NOTES TO FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Grace & Company, P.C. (the Company) is a full service firm of professional
accountants and business advisors serving privately-held companies and their
owners and is based in St. Louis, Missouri.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

Unbilled Fees:

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
3 to 10 years. Expenditures for maintenance and repairs and minor renewals and
betterments which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash,
fees receivable, accounts payable, notes payable, accrued liabilities and debt
approximate fair value.

F-118
<PAGE>

GRACE & COMPANY, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Income Taxes:

Income taxes have been computed using the asset and liability approach.
Under this approach, deferred income tax assets and liabilities are determined
based on the differences between the financial statement and tax basis of
assets and liabilities using currently enacted tax rates in effect for the
years in which the differences are expected to reverse.

Concentration of Credit Risk:

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and
the 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. While management believes that the estimates and related
assumptions used in the preparation of the financial statements are
appropriate, actual results could differ from those estimates. Estimates are
made when accounting for the allowance for doubtful accounts, net realizability
of unbilled fees, depreciation and amortization, and income taxes.

NOTE 3--PROPERTY AND EQUIPMENT

Property and equipment, net reflected on the accompanying balance sheet is
comprised of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Property and equipment, net:
Furniture and fixtures..................................... $ 663
Computer equipment......................................... 1,079
Automobiles................................................ 47
Leasehold improvements..................................... 56
------
1,845
Less accumulated depreciation and amortization............. (1,330)
------
$ 515
======
</TABLE>

F-119
<PAGE>

GRACE & COMPANY, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 4--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The rollforward of activity within the allowance for doubtful accounts is as
follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Balance at beginning of period................................ $903
Additions to costs and expenses............................... 96
Recoveries of previously reserved amounts..................... (105)
Less write-offs............................................... (133)
----
Balance at end of period...................................... $761
====
</TABLE>

NOTE 5--CREDIT FACILITIES

Short-Term Debt:

Short-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Line of credit................................................ $595
Current maturities of long-term debt.......................... 147
----
Total short-term debt....................................... $742
====
</TABLE>

The Company has a $1,600 line of credit with Commerce Bank, N.A. with
interest payable monthly at the Federal Funds rate plus 2.75 percent expiring
April 30, 1999. The line of credit is collateralized by accounts receivable,
unbilled fees and all fixed assets. The line of credit is also partially
guaranteed by nine shareholders of the Company. Each shareholder has guaranteed
$100. The most significant covenant related to this line requires the Company
to maintain a minimum tangible net worth of not less than $1,100.

F-120
<PAGE>

GRACE & COMPANY, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Notes payable, secured by certain assets of the Company,
interest rate 7.90% to 8.33%, maturities from April 2001
through October 2002...................................... $ 566
Less current maturities of long-term debt.................. (147)
-----
Total long-term debt..................................... $ 419
=====

The notes payable include $118 due to former shareholders
of the Company.

Maturities of long-term debt are as follows:
1999....................................................... $ 147
2000....................................................... 148
2001....................................................... 197
2002....................................................... 49
2003....................................................... 5
Thereafter................................................. 20
-----
Total maturities of long-term debt....................... $ 566
=====
</TABLE>

NOTE 6--INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Income taxes currently payable:
Federal..................................................... $ 94
State....................................................... 11
----
Deferred income tax expense (benefit):
Federal..................................................... 114
State....................................................... 13
----
Total provision for income taxes.......................... $232
====
</TABLE>

F-121
<PAGE>

GRACE & COMPANY, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Long-term deferred tax assets:
Property and equipment/intangible assets.................... $ 11
-----
Total long-term deferred tax assets....................... 11
Current deferred tax liabilities:
Accrual to cash............................................. (766)
-----
Total current deferred tax liabilities.................... (766)
-----
Net deferred tax liability.................................... $(755)
=====
</TABLE>

The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
U.S. federal statutory rate................................... 35%
State income taxes, net of federal income tax benefit......... 4
Meals and entertainment....................................... 5
---
Effective income tax rate..................................... 44%
===
</TABLE>

NOTE 7--LEASE COMMITMENTS

The Company leases various types of office facilities, equipment, and
furniture and fixtures under noncancelable lease agreements, which expire at
various dates. Certain of these leases allow the Company, at its option to
extend the lease term. Future minimum lease payments under noncancelable
operating leases are as follows at December 31, 1998:

<TABLE>
<S> <C>
1999............................................................... $ 576
2000............................................................... 576
2001............................................................... 552
2002............................................................... 561
2003............................................................... 505
Thereafter......................................................... 1,115
------
Total minimum lease payments....................................... $3,885
======
</TABLE>

Rent expense for all operating leases for the year ended December 31, 1998
was $399.

NOTE 8--EMPLOYEE BENEFIT PLAN

401(k) Plan:

The Company offers a qualified contributory 401k plan (the Plan) to all its
employees. Employee participation in the Plan is optional; participants
contribute at least one percent but no more than 18 percent of

F-122
<PAGE>

GRACE & COMPANY, P.C.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

base compensation. The Company makes a matching contribution based on the
amount of eligible employee contributions. The Company matches 50 percent of
the first 4 percent of the eligible contributions made by employees. The
Company's total expense for this plan was $112 in 1998.

NOTE 9--COMMITMENTS

The Company entered into an agreement with a current non-equity principal to
guarantee that principal's base salary through September 30, 2004.

NOTE 10--RELATED PARTY TRANSACTIONS

In September 1998, the Company invested $40 in Better Business Methods
(BBM). The Company subsequently loaned $184 to BBM for working capital needs.
The Company also had an obligation to guarantee or loan up to an additional
$176. For the period from investment through disposition, the Company recorded
its 50 percent equity share in BBM's net losses substantially eliminating the
carrying value of the investment.

Effective December 1, 1998, the Company sold its investment and note
receivable to Grace Capital, LLP whose partners are largely comprised of
shareholders of the Company. Both transactions were consummated at net book
value. In connection with this sale, the Company was relieved of all
obligations for additional funding to BBM.

The Company has a receivable of $11 from employees for expense advances.

The Company has a note payable of $21 on behalf of shareholders which was
paid in January 1999.

The Company has $840 in notes payable to shareholders and principals of the
Company. The notes payable are offset by receivables from the shareholders of
$55. These notes are payable on demand and, if no demand is made, then payable
in full on December 31, 1999.

NOTE 11--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its shareholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
stockholders of the Company have transferred their Company shares to a newly
formed Missouri limited liability partnership ("Grace Capital"). The Company
will be converted from a professional corporation to a business corporation.
Thereafter, a wholly-owned subsidiary of CenterPoint will merge with and into
the Company. All of the Company's outstanding shares will be exchanged for cash
and common stock of CenterPoint concurrently with the consummation of the
initial public offering of the common stock of CenterPoint.

F-123
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Holthouse Carlin & Van Trigt LLP

In our opinion, the accompanying balance sheet and the related statements of
income, of partners' capital equity and of cash flows present fairly, in all
material respects, the financial position of Holthouse Carlin & Van Trigt LLP
at December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 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 audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 31, 1999

F-124
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

BALANCE SHEET

(In Thousands)

<TABLE>
<CAPTION>
December 31,
-------------
1997 1998
------ ------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 524 $ 644
Marketable securities.......................................... 273 285
Fees receivable, less allowance for doubtful accounts of $443
and $655, respectively........................................ 1,394 1,816
Unbilled fees, at net realizable value......................... 493 610
Prepaid expenses and other current assets...................... 63 15
------ ------
Total current assets......................................... 2,747 3,370
Property and equipment, net...................................... 219 276
Other assets..................................................... 28 44
------ ------
Total assets................................................. $2,994 $3,690
====== ======
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Accounts payable............................................... $ 63 $ 71
Accrued compensation and related costs......................... 26 72
Accrued vacation............................................... 58 104
------ ------
Total current liabilities.................................... 147 247
------ ------
Commitments and contingencies
Partners' equity
Total partners' capital accounts............................. 2,847 3,443
------ ------
Total liabilities and partners' equity....................... $2,994 $3,690
====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-125
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Revenues:
Professional services......................................... $7,720 $9,446
------ ------
Expenses:
Employee compensation and related costs....................... 2,617 3,089
Occupancy costs............................................... 286 360
Office operating expenses..................................... 306 326
Depreciation and amortization................................. 55 73
Other selling, general and administrative expenses............ 801 819
------ ------
4,065 4,667
------ ------
Operating income............................................ 3,655 4,779
------ ------
Other (income) expense:
Interest income............................................... (31) (25)
Other......................................................... 5 --
------ ------
(26) (25)
------ ------
Net income...................................................... $3,681 $4,804
====== ======
</TABLE>

See accompanying Notes to Financial Statements.

F-126
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

STATEMENT OF PARTNERS' EQUITY

(In Thousands)

<TABLE>
<CAPTION>
Total
Partners'
Equity
---------
<S> <C>
Balance at December 31, 1996.......................................... $2,696
Net income.......................................................... 3,681
Partners' withdrawals............................................... (3,530)
------
Balance at December 31, 1997.......................................... 2,847
Net income.......................................................... 4,804
Partners' withdrawals............................................... (4,238)
Capital contribution................................................ 30
------
Balance at December 31, 1998.......................................... $3,443
======
</TABLE>

See accompanying Notes to Financial Statements.

F-127
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................. $ 3,681 $ 4,804
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization............................ 55 73
Bad debt expense......................................... 281 340
Changes in current assets and liabilities:
Fees receivable........................................ (309) (762)
Unbilled fees.......................................... (77) (117)
Prepaid expenses and other assets...................... 9 31
Accounts payable....................................... 11 8
Accrued compensation and related costs................. (18) 46
Accrued vacation....................................... 58 46
------- -------
Net cash provided by operating activities............ 3,691 4,469
------- -------
Cash flows from investing activities:
Purchase of property and equipment......................... (104) (130)
Purchase of investments.................................... (178) (148)
Proceeds from sale of investments.......................... 167 136
------- -------
Net cash used in investing activities................ (115) (142)
------- -------
Cash flows from financing activities:
Payments of partner capital................................ (3,531) (4,237)
Capital contributed by principals.......................... -- 30
------- -------
Net cash used in financing activities................ (3,531) (4,207)
------- -------
Net increase in cash and cash equivalents.................... 45 120
Cash and cash equivalents at beginning of period............. 479 524
------- -------
Cash and cash equivalents at end of period................... $ 524 $ 644
======= =======
</TABLE>

See accompanying Notes to Financial Statements.

F-128
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

NOTES TO FINANCIAL STATEMENTS

(Dollars in Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Holthouse Carlin & Van Trigt LLP (the Company) was formed in 1991 as a
general partnership pursuant to the provisions of the California Uniform
Partnership Act and provides tax, accounting and consulting services for
closely-held businesses and the related individuals primarily in the southern
California region. In 1996, the Company elected to convert from a general
partnership to a registered limited liability partnership pursuant to the
California Corporations Code.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

Unbilled Fees:

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Marketable Securities:

Marketable securities consisted of investments in various state and local
city debt securities and are classified as available for sale. At December 31,
1997 and 1998, the fair market value of the securities approximated their
original cost.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives
generally ranging from 5 to 7 years. Expenditures for maintenance and repairs
and minor renewals and betterments which do not improve or extend the life of
the respective assets are expensed.

F-129
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

All other expenditures for renewals and betterments are capitalized. The assets
and related depreciation accounts are adjusted for property retirements and
disposals with the resulting gain or loss included in operations.

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable and accrued liabilities
approximate fair value.

Income Taxes:

The Company is a limited liability partnership. As such, the Company has no
current or deferred income tax assets or liabilities outstanding at December
31, 1997 and 1998 as the taxes associated with net income of the Company is
borne by the individual partners.

Concentration of Credit Risk:

Use of Estimates:

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of revenues
and expenses during the reporting period. While management believes that the
estimates and related assumptions used in the preparation of the consolidated
financial statements are appropriate, actual results could differ from those
estimates. Estimates are made when accounting for the allowance for doubtful
accounts, unbilled fees, depreciation and amortization and the valuation of
investments.

F-130
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 3--SELECTED FINANCIAL STATEMENT INFORMATION

Additional information concerning financial statement accounts include the
following:

<TABLE>
<CAPTION>
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Property and equipment, net:
Furniture and fixtures................................... $ 206 $ 268
Computer equipment....................................... 173 241
------ ------
379 509
Less accumulated depreciation and amortization........... (160) (233)
------ ------
$ 219 $ 276
====== ======
Prepaid expenses and other current assets:
Prepaid expenses......................................... $ 35 $ 2
Employee receivables..................................... 28 13
------ ------
$ 63 $ 15
====== ======
</TABLE>

NOTE 4--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following is a rollforward of activity within the allowance for doubtful
accounts:

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------
1997 1998
------ ------
<S> <C> <C>
Balance at beginning of period............................. $ 309 $ 443
Additions to costs and expenses............................ 282 343
Write-offs................................................. (148) (131)
------ ------
Balance at end of period................................... $ 443 $ 655
====== ======
</TABLE>

NOTE 5--LEASE COMMITMENTS

The Company leases various office facilities under noncancelable lease
agreements, which expire at various dates. Certain of these leases allow the
Company, at its option to extend the lease term at the end of the original
lease term, generally at fair market rates. Future minimum lease payments under
noncancelable operating leases are as follows:

<TABLE>
<S> <C>
1999............................................................... $ 347
2000............................................................... 357
2001............................................................... 316
2002............................................................... 233
2003............................................................... 175
------
Total minimum lease payments.................................... $1,428
======
</TABLE>

F-131
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Rent expense for all operating leases for the fiscal years ended December
31, 1997 and 1998, are $242 and $291, respectively.

NOTE 6--LINE OF CREDIT

The Company has a line of credit available with Union Bank of California at
December 31, 1997 and 1998 in the amount of $250. There were no balances
outstanding on this line at December 31, 1997 or 1998.

NOTE 7--EMPLOYEE BENEFIT PLAN

401(K):

The Company sponsors the Holthouse Carlin & Van Trigt 401(K) Plan which is
available to all of its employees. The employees are eligible to participate in
the plan after 90 days of employment. The plan is contributory by the employee
only as the Company makes no matching contribution.

NOTE 8--PARTNERS' EQUITY

The Company is a California Registered limited liability partnership with
seven common partners, one of which is the managing partner. In accordance with
the Partnership agreement each partner contributed $30 to the partners'
applicable capital account upon acceptance. One new partner was accepted during
1998 increasing the total number of partners from six partners in 1997 to seven
partners in 1998.

NOTE 9--CONTINGENCIES

Litigation:

NOTE 10--RELATED PARTY TRANSACTIONS

The Company has loans outstanding to certain of its employees, excluding
partners, during 1997 and 1998. These loans are for the employees' personal
uses and are collected via monthly payroll deductions since inception. The
Company decided to eliminate the issuance of such loans during 1998. Employee
loans totaled $28 and $13 at December 31, 1997 and 1998.

One of the Company's partners is a partial owner of a legal service firm
located in Orange County, California. This legal service firm is a client of
the Company during 1997 and 1998. There were no material transactions with this
legal service firm during 1997 or 1998.

Certain partners of the Company are investors in business ventures conducted
by certain of the Company's clients. All of these clients receive only tax
consultation services from the Company. The respective partners' investments
are made and held individually rather than by the Company at December 31, 1997
and 1998.

F-132
<PAGE>

HOLTHOUSE CARLIN & VAN TRIGT LLP

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 11--SUBSEQUENT EVENTS

Effective January 1, 1999, the Company admitted William L. Warburton as a
probationary partner bringing the total number of partners to eight. As a
probationary partner, Mr. Warburton does not have voting privileges for a
period of two years, other than the right to vote on any prospective partner.

Cornerstone Transaction (Unaudited):

In March 1999, the Company and its stockholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
Company will transfer all of its assets to a newly formed Delaware limited
liability company ("HCVT Company") followed by a dissolution of the Company.
Thereafter, seven wholly-owned subsidiaries and one wholly-owned limited
liability company of CenterPoint will merge with and into the seven corporate
members of HCVT Company and the sole limited liability company member of HCVT
Company, respectively. All of the Company's outstanding partnership interests
will be exchanged for cash and common stock of CenterPoint concurrently with
the consummation of the initial public offering of the common stock of
CenterPoint.

In order to comply with standards of the accounting profession and
applicable state regulations governing the profession, CenterPoint is requiring
that the Company divest its attest functions prior to the closing of the
acquisition. Following the closing, all attest services formerly provided by
the Company will be provided by a newly created separate legal entity (the
Attest Firm) which will be owned by former owners of the Company who are
certified public accountants. Pursuant to a services agreement, CenterPoint
will provide professional and other personnel, equipment, office space and
business and administrative services necessary to operate the Attest Firm.

F-133
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
The Reppond Companies

In our opinion, the accompanying combined balance sheet and the related
combined statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of The Reppond
Company, Inc., the Reppond Administrators L.L.C. and Verasource Excess Risk
Ltd. (collectively, The Reppond Companies or the Company) at December 31, 1998,
and the results of their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 29, 1999

F-134
<PAGE>

THE REPPOND COMPANIES

COMBINED BALANCE SHEET

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 148
Accounts receivable............................................. 842
Prepaid expenses................................................ 77
------
Total current assets.......................................... 1,067
Property and equipment, net....................................... 792
Deferred income taxes-non-current................................. 7
Other assets...................................................... 27
------
Total assets.................................................. $1,893
======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt................................................. $ 368
Accounts payable................................................ 248
Accrued compensation and related costs.......................... 243
Income taxes payable............................................ 103
Deferred income taxes........................................... 120
Other accrued liabilities....................................... 5
------
Total current liabilities..................................... 1,087
Long-term debt.................................................... 130
------
Total liabilities............................................. 1,217
------
Commitments
Shareholders' equity:
Members' equity of the Reppond Administrators L.L.C............. (26)
Common stock of The Reppond Company, $1 par value; 50,000 shares
authorized; 500 shares issued and outstanding.................. 1
Common stock of Verasource Excess Risk Ltd., $1 par value;
50,000 shares authorized; 250 shares issued and outstanding.... --
Additional paid-in capital...................................... 56
Note receivable from shareholder................................ (28)
Retained earnings............................................... 673
------
Total shareholders' equity.................................... 676
------
Total liabilities and shareholders' equity.................... $1,893
======
</TABLE>

See accompanying Notes to Combined Financial Statements.

F-135
<PAGE>

THE REPPOND COMPANIES

COMBINED STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Revenue:
Commission....................................................... $6,423
Fee for service.................................................. 1,469
------
7,892
------
Expenses:
Producer compensation and related costs.......................... 2,359
Employee compensation and related costs.......................... 2,708
Occupancy costs.................................................. 391
Office operating expenses........................................ 501
Depreciation and amortization.................................... 332
Other selling, general and administrative expenses............... 1,090
------
7,381
------
Operating income............................................... 511
------
Other (income) expense:
Interest expense................................................. 72
Interest income.................................................. (43)
Other............................................................ 22
------
51
------
Income before provision for income taxes........................... 460
Provision for income taxes......................................... 113
------
Net income......................................................... $ 347
======
</TABLE>

See accompanying Notes to Combined Financial Statements.

F-136
<PAGE>

THE REPPOND COMPANIES

COMBINED STATEMENT OF SHAREHOLDERS' EQUITY

(In Thousands, Except Share Data)

<TABLE>
<CAPTION>
Members'
Common Stock Equity of the Common Stock
of the Reppond of Verasource
Reppond Administrators Excess Risk, Note Accumulated
Company L.L.C. Ltd. Additional Receivable Other Total
------------- -------------- ------------- Paid-in Retained from Comprehensive Shareholders'
Shares Amount Amount Shares Amount Capital Earnings Shareholder Income (Loss) Equity
------ ------ -------------- ------ ------ ---------- -------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January
1, 1998........... 500 $ 1 $(215) 313 $-- $70 $518 $(28) $(10) $336
Repurchase of
62.5 shares of
Verasource
stock............ -- -- -- (63) -- (14) (3) -- -- (17)
Unrealized loss
on marketable
securities....... -- -- -- -- -- -- -- -- 10 10
Net income........ -- -- 189 -- -- -- 158 -- -- 347
--- --- ----- --- ---- --- ---- ---- ---- ----
Total
comprehensive
income.........
Balance at December
31, 1998.......... 500 $ 1 $ (26) 250 $-- $56 $673 $(28) $-- $676
=== === ===== === ==== === ==== ==== ==== ====
<CAPTION>
Total
Comprehensive
Income
-------------
<S> <C>
Balance at January
1, 1998...........
Repurchase of
62.5 shares of
Verasource
stock............
Unrealized loss
on marketable
securities....... $ 10
Net income........ 490
-------------
Total
comprehensive
income......... $500
=============
Balance at December
31, 1998..........
</TABLE>

See accompanying Notes to Combined Financial Statements.

F-137
<PAGE>

THE REPPOND COMPANIES

COMBINED STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Cash flows from operating activities:
Net income...................................................... $ 347
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................. 332
Changes in current operating assets and liabilities:
Accounts receivable......................................... 41
Prepaid expenses and other current assets................... (38)
Accounts payable............................................ 102
Accrued compensation and related costs...................... 78
Income taxes payable........................................ 184
Deferred income taxes....................................... (67)
Other assets................................................ (20)
-----
Net cash provided by operating activities................. 959
-----
Cash flows from investing activities:
Purchase of property and equipment.............................. (301)
-----
Net cash used in investing activities..................... (301)
-----
Cash flows from financing activities:
Payments of long-term debt...................................... (346)
Repurchase of common stock...................................... (17)
Payments of short-term debt, net................................ (185)
-----
Net cash used in financing activities..................... (548)
-----
Net increase in cash and cash equivalents......................... 110
Cash and cash equivalents at beginning of period.................. 38
-----
Cash and cash equivalents at end of year.......................... $ 148
=====
Supplemental disclosures of cash flow information:
Interest paid................................................... $ 72
Income taxes paid............................................... $ 111
</TABLE>

See accompanying Notes to Combined Financial Statements.

F-138
<PAGE>

THE REPPOND COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS

(Dollars In Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

The Reppond Companies (the Company) comprises three business entities, The
Reppond Company, Inc. (TRC), Reppond Administrators L.L.C. (RA) and Verasource
Excess Risk Ltd. (VS).

TRC is a group insurance brokerage firm in the Pacific Northwest primarily
marketing group medical, dental and life insurance products. Ben Reppond and
Louis Baransky own 75 percent and 25 percent of TRC, respectively. TRC
represents 77 percent of the Company's total revenues for the year ended
December 31, 1998.

RA provides administrative services for a fee primarily to TRC's client
base. RA administers COBRA plans, flexible spending accounts, direct dental
reimbursement and single billing. Ben and Deborah Reppond (husband and wife)
and Louis Baransky own 99 percent and 1 percent of RA, respectively. RA
represents 19 percent of the Company's total revenues for the year ended
December 31, 1998.

VS is a reinsurance brokerage firm marketing stop loss coverage to mid-size
companies that wish to limit losses related to its self-insured plans. Ben
Reppond and Scott Perry each own 50 percent of VS. VS represents 4 percent of
the Company's total revenues for the year ended December 31, 1998.

NOTE 2--BASIS OF PRESENTATION

The combined financial statements present the combined financial position
and results of operations of TRC, RA and VS. TRC, RA and VS are related through
common management. In view of their close operating and financial
relationships, the preparation of combined financial statements is considered
appropriate. The combined statements, however, do not refer to a legal entity.
All significant transactions and accounts among TRC, RA and VS have been
eliminated.

NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

The Company recognizes commission income on the later of the effective date
of the policy or the billing date. Contingent commissions are recorded when
received. Service fee income is recognized as earned, which is over the period
in which the services are provided.

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on a straight-line basis over estimated useful asset lives (shorter of
asset life or lease term for leasehold improvements), generally ranging from 3
to 7 years. Expenditures for maintenance and repairs and minor renewals and
betterments which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

F-139
<PAGE>

THE REPPOND COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, accounts receivable, accounts payable, accrued
liabilities and debt approximate fair value.

Income Taxes:

Income taxes have been computed using the asset and liability approach for
TRC and VS. Under this approach, deferred income tax assets and liabilities are
determined based on the differences between the financial statement and tax
basis of assets and liabilities using currently enacted tax rates in effect for
the years in which the differences are expected to reverse.

RA's members elected to treat RA as a partnership for federal and state
income tax purposes. Under the election, RA's results of operations are passed
through to, and taken into account by, its members in computing their
individual tax liabilities. These items are not taxed at the entity's level;
thus, no provision for income taxes has been made, with respect to RA, in the
combined financial statements.

Concentration of Credit Risk:

Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of accounts receivable.
Receivables arising from services provided to clients are not collateralized
and, as a result, management continually monitors the financial condition of
its clients to reduce the risk of loss.

Use of Estimates:

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the combined financial statements and the reported amounts of revenues and
expenses during the reporting period. While management believes that the
estimates and related assumptions used in the preparation of the combined
financial statements are appropriate, actual results could differ from those
estimates. Estimates are made when accounting for accounts receivable,
depreciation and income taxes.

F-140
<PAGE>

THE REPPOND COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 4--PROPERTY AND EQUIPMENT

Property and equipment, net reflected on the accompanying balance sheet
is comprised as follows:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Property and equipment:
Furniture and fixtures...................................... $ 438
Computer equipment.......................................... 823
Leasehold improvements...................................... 103
Office equipment............................................ 302
Vehicles.................................................... 19
Computer software........................................... 286
-------
1,971
Less accumulated depreciation and amortization................ (1,179)
-------
$ 792
=======
</TABLE>

NOTE 5--CREDIT FACILITIES

Short-Term Debt:

Short-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Line of credit................................................ $183
Current maturities of long-term debt.......................... 185
----
Total short-term debt....................................... $368
====
</TABLE>

The Company has a $525 line of credit with The Commerce Bank of Washington,
N.A. with interest payable monthly at prime (7.75 percent at December 31, 1998)
plus 0.25 percent expiring April 30, 1999. The line of credit is collateralized
by substantially all assets.

F-141
<PAGE>

THE REPPOND COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Note payable, secured by certain assets of the Company,
interest rate ofprime (7.75 percent at December 31, 1998)
plus 0.25 percent........................................... $315
Less current maturities of long-term debt.................... 185
----
Total long-term debt..................................... $130
====
Maturities on long-term debt, are as follows:
1999......................................................... $185
2000......................................................... 130
----
Total maturities of long-term debt....................... $315
====
</TABLE>

NOTE 6--INCOME TAXES

The provision for income taxes consists of:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Income taxes currently payable:
Federal..................................................... $180
----
Deferred income tax expense (benefit):
Federal..................................................... (67)
----
Total provision for income taxes.......................... $113
====
</TABLE>

Deferred taxes are comprised of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Non-current deferred tax assets:
Property and equipment...................................... $ 7
====
Current deferred tax liabilities:
Accrual to cash differences................................. $116
Unrealized losses........................................... 4
----
$120
====
</TABLE>

F-142
<PAGE>

THE REPPOND COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

The Company's effective income tax rate varied from the U.S. federal
statutory tax rate as follows:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
U.S. federal statutory rate................................. 34%
Limited liability company income not subject to level
taxation................................................... (14)
Meals and entertainment..................................... 4
Other....................................................... 1
---
Effective income tax rate................................... 25%
===
</TABLE>

NOTE 7--LEASE COMMITMENTS

The Company leases various types of office facilities, equipment, and
furniture and fixtures under noncancelable lease agreements, which expire at
various dates. Certain of these leases allow the Company, at its option to
extend the lease term and/or purchase the leased asset at the end of the lease
term, generally at fair market value. Future minimum lease payments under
noncancelable operating leases are as follows:

<TABLE>
<S> <C>
1999 $ 325
2000 369
2001 382
2002 388
2003 388
------
Total minimum lease payments....................................... $1,852
======
</TABLE>

Rent expense for all operating leases for the fiscal year ended December 31,
1998 was $386.

NOTE 8--EMPLOYEE BENEFIT PLAN

The Company sponsors a defined contribution pension plan covering
substantially all employees. At its discretion, the Company may make
contributions to the plan up to 6 percent of employees wages. Contributions for
the year ended December 31, 1998 were $25.

NOTE 9--RELATED PARTY TRANSACTIONS

The December 31, 1998 accounts receivable balance includes a $17 receivable
from a related party. This amount represents expenses that were paid by the
Company on behalf of the related party.

The Company is a party to a sublicense agreement in which it pays a related
party approximately $25 per year for the use of a luxury box at the Key Arena
in Seattle, Washington.

F-143
<PAGE>

THE REPPOND COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 10--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its shareholders entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which three
wholly owned subsidiaries of CenterPoint will merge with and into The Reppond
Company, Inc., Reppond Administrators L.L.C. and Vera Source Excess Risk Ltd.,
respectively. All of the Company's outstanding shares and membership interests
will be exchanged for cash and common stock of CenterPoint concurrently with
the consummation of the initial public offering of the common stock of
CenterPoint.

F-144
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Members of
Simione, Scillia, Larrow & Dowling LLC

In our opinion, the accompanying balance sheet and the related statements of
income, of members' equity and of cash flows present fairly, in all material
respects, the financial position of Simione, Scillia, Larrow & Dowling LLC at
December 31, 1998, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 29, 1999

F-145
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

BALANCE SHEET

(In Thousands)

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................ $ 169
Fees receivable, less allowance for doubtful accounts of $177.... 1,562
Notes receivable................................................. 12
Unbilled fees, at net realizable value........................... 254
Prepaid expenses and other current assets........................ 23
------
Total current assets........................................... 2,020
Property and equipment, net........................................ 133
Fees receivable.................................................... 43
Notes receivable................................................... 46
------
Total assets................................................... $2,242
======
LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Short-term debt.................................................. $1,101
Loans from managers.............................................. 26
Due to managers.................................................. 152
Accounts payable................................................. 115
Accrued expenses................................................. 142
------
Total current liabilities...................................... 1,536
Long-term debt..................................................... 153
Deferred rent...................................................... 113
------
Total liabilities.............................................. 1,802
------
Commitments and contingencies
Members' equity:
Members.......................................................... --
Managers......................................................... 440
------
Total members' equity.......................................... 440
------
Total liabilities and members' equity.......................... $2,242
======
</TABLE>

See accompanying Notes to Financial Statements.

F-146
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

STATEMENT OF INCOME

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Revenues:
Professional services............................................ $6,217
------
Expenses:
Members' and managers' compensation and related costs............ 2,306
Employee compensation and related costs.......................... 2,090
Occupancy costs.................................................. 372
Office operating expenses........................................ 494
Depreciation and amortization.................................... 31
Other selling, general and administrative expenses............... 467
------
5,760
------
Operating income............................................... 457
------
Other expense:
Interest expense................................................. 130
Other............................................................ 50
------
180
Net income......................................................... $ 277
======
</TABLE>

See accompanying Notes to Financial Statements.

F-147
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

STATEMENT OF MEMBERS' EQUITY

(In Thousands)

<TABLE>
<CAPTION>
Total
Members' Managers' Members'
Equity Equity Equity
-------- --------- --------
<S> <C> <C> <C>
Balance at January 1, 1998.......................... $-- $163 $163
Net income.......................................... -- 277 277
---- ---- ----
Balance at December 31, 1998........................ $-- $440 $440
==== ==== ====
</TABLE>

See accompanying Notes to Financial Statements.

F-148
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

STATEMENT OF CASH FLOWS

(In Thousands)

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Cash flows from operating activities:
Net income...................................................... $ 277
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization................................. 31
Provision for losses on accounts receivable................... 56
Changes in deferred rent expense.............................. 17
Changes in current assets and liabilities:
Fees receivable............................................. (266)
Unbilled fees............................................... (159)
Prepaid expenses and other current assets................... (2)
Due to managers............................................. 152
Accounts payable............................................ (10)
Accrued expenses............................................ 33
-----
Net cash provided by operating activities................. 129
-----
Cash flows from investing activities:
Purchase of property and equipment.............................. (11)
-----
Net cash used in investing activities..................... (11)
-----
Cash flows from financing activities:
Payments of long-term debt...................................... (133)
Proceeds from short-term debt................................... 197
Payments of loans from members.................................. (16)
-----
Net cash provided by financing activities................. 48
-----
Net increase in cash.............................................. 166
Cash and cash equivalents at beginning of year.................... 3
-----
Cash and cash equivalents at end of year.......................... $ 169
=====
Supplemental disclosure of cash flow information:
Interest paid................................................... $ 130
</TABLE>

See accompanying Notes to Financial Statements.

F-149
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

NOTES TO FINANCIAL STATEMENTS

(Dollars in Thousands)

NOTE 1--BACKGROUND AND BUSINESS DESCRIPTION

Nature of Operations and Organization:

Simione, Scillia, Larrow & Dowling LLC (the Company) is a limited liability
company engaged in the practice of providing audit, accounting, tax, and
management consulting services. The Company has offices in New Haven, Hartford,
and Hamden, Connecticut. The primary area is Connecticut, although the Company
has clients throughout the United States. The Company specializes in providing
services for small and mid-sized privately owned business and governmental
clients. More than half of the Company's revenue is derived from audit and
accounting services.

The Company was formed pursuant to the Connecticut Limited Liability Company
Act. The term of the Company began as of January 1, 1996 and shall continue
until December 31, 2046 unless sooner terminated in accordance with the
Operating Agreement. Ownership in the Company consists of members, certain of
which are designated as managers. Members have limited personal liability for
the obligations or debts of the Company. The managers are responsible for the
business, property, and affairs of the Company. Each individual who becomes a
manager of the Company shall have capital in the Company to the extent of: (i)
capital contributions actually made, and (ii) the amount of guaranteed payments
(as defined) "contributed" in relation to total guaranteed payments
"contributed" by all managers, with such percentage interest applied to
unallocated capital of the Company.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition:

Unbilled Fees:

Cash and Cash Equivalents:

The Company considers temporary cash investments with original maturities of
three months or less from the date of purchase to be cash equivalents.

F-150
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

Property and Equipment:

Property and equipment are carried at cost, less accumulated depreciation
and amortization. Depreciation and amortization of property and equipment are
computed on the straight-line method over estimated useful asset lives (shorter
of asset life or lease term for leasehold improvements), generally ranging from
5 to 7 years. Expenditures for maintenance and repairs and minor renewals and
betterments which do not improve or extend the life of the respective assets
are expensed. All other expenditures for renewals and betterments are
capitalized. The assets and related depreciation accounts are adjusted for
property retirements and disposals with the resulting gain or loss included in
operations.

Income Taxes:

The Company is treated as a partnership for income tax purposes. As such,
the Company has no current or deferred income tax assets or liabilities
outstanding at December 31, 1998 as the taxes associated with net income of the
Company is borne by the individual members.

Asset Impairment Assessments:

Fair Value of Financial Instruments:

The carrying amounts of the Company's financial instruments including cash
and cash equivalents, fees receivable, accounts payable, accrued liabilities
and debt approximate fair value.

Concentration of Credit Risk:

Use of Estimates:

F-151
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 3--PROPERTY AND EQUIPMENT

Property and equipment, net reflected on the accompanying balance sheet is
comprised as follows:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Property and equipment, net:
Furniture and fixtures...................................... $197
Computer equipment.......................................... 19
----
216
Less accumulated depreciation and amortization.............. (83)
----
$133
====
</TABLE>

NOTE 4--DETAIL OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following is a rollforward of activity within the allowance for doubtful
accounts:

<TABLE>
<CAPTION>
Year Ended
December 31,
1998
------------
<S> <C>
Balance at beginning of period................................ $255
Additions to costs and expenses............................... 56
Less write-offs............................................... (134)
----
Balance at end of period...................................... $177
====
</TABLE>

NOTE 5--CREDIT FACILITIES

Short-Term Debt:

Short-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Line of credit borrowings..................................... $ 969
Current maturities of long-term debt.......................... 132
------
Total short-term debt....................................... $1,101
======
</TABLE>

Line of credit borrowings consist of amounts outstanding under the Company's
$1,500 commercial note and revolving loan agreement with a bank. That note and
loan agreement bears interest at the bank's prime rate (as defined) plus .5
percent (8.25 percent at December 31, 1998). The line of credit borrowings are
secured by all assets of the Company and are personally guaranteed by the
Managers. To the extent the line of credit borrowings exceed $1,000, such
borrowings cannot exceed 85 percent of the Company's eligible accounts
receivable (as defined). The revolving line of credit matures on April 30,
1999.

F-152
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

As a condition of the line of credit borrowings, the Company is required to
comply with certain loan covenants. The financial covenants require the Company
to cause its members' equity to increase by a minimum of $250 for the fiscal
year ending December 31, 1998 and for each year thereafter.

Long-Term Debt:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
1998
------------
<S> <C>
Commercial promissory note, due in 48 monthly principal
installments of $11 plus interest at the bank's prime rate
(as defined) plus .5%(8.25% at December 31, 1998) through
March 1, 2001. The note is secured by all assets of the
Company................................................... $285
Less current maturities of long-term debt.................. (132)
----
Total long-term debt................................... $153
====
Maturities on long-term debt as of December 31, 1998 are
as follows:
1999....................................................... $132
2000....................................................... 132
2001....................................................... 21
----
Total.................................................. $285
====
</TABLE>

NOTE 6--LEASE COMMITMENTS

The Company leases office equipment and office space under operating leases
expiring at various dates through April 2006. The office space lease has a
renewal option and requires the Company to pay a proportionate share of common
area costs in addition to the base rental amount. Further, the office space
lease includes scheduled base rent increases over the term of the lease. The
total amount of the base rent payments is being charged to expense on the
straight-line method over the term of the lease. The Company has recorded a
deferred credit as a long-term liability to reflect the excess of rent expense
over cash payments since inception of the lease. Rent expense totaled
approximately $505 in 1998.

Total future minimum rental payments under noncancelable operating leases at
December 31, 1998 were as follows:

<TABLE>
<S> <C>
1999................................................................ $ 444
2000................................................................ 416
2001................................................................ 336
2002................................................................ 311
2003................................................................ 311
Thereafter.......................................................... 726
------
$2,544
======
</TABLE>

F-153
<PAGE>

SIMIONE, SCILLIA, LARROW & DOWLING LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)

(Dollars In Thousands)

NOTE 7--EMPLOYEE BENEFIT PLAN

The Company has a defined contribution 401(k) savings plan. The plan is
available to all full time employees and members who have completed one year of
employment and worked a minimum of 1,000 hours. The Company contributes an
amount equal to 15 percent of the compensation earned by each eligible
participant up to $1. At its discretion, the Company may also contribute a
portion of its net income. No discretionary contributions were made to the plan
during 1998. Contributions to the plan by the Company amounted to $22 in 1998.

NOTE 8--RELATED PARTY TRANSACTIONS

The Company is indebted to a partnership comprised of certain managers of
the Company. The unsecured note payable is due in 36 monthly installments of
$2, including interest at 10 percent through April 1, 2000.

The Company leases office space from a partnership, including two of the
managers. The lease is classified as an operating lease and provides for month
to month rentals of $1.

NOTE 9--CONTINGENCIES

Litigation:

The Company, two managers, and two predecessor firms are defendants in a
lawsuit filed by a former client claiming fraud, negligence, and breach of
fiduciary duty, among other allegations. The plaintiff seeks unspecified
damages but has indicated through responses to discovery that damages could
exceed $1,000. The Company and outside counsel for the Company believe the suit
to be without merit and intend to defend the suit vigorously.

NOTE 10--SUBSEQUENT EVENTS (UNAUDITED)

In March 1999, the Company and its members entered into a definitive
agreement with CenterPoint Advisors, Inc. (CenterPoint) pursuant to which the
Company will transfer all of its assets and liabilities other than the assets
and liabilities relating to the provision of attest services to a newly formed
Delaware limited liability company ("SSLD LLC"). Thereafter, SSLD LLC will
merge with and into a wholly-owned subsidiary of CenterPoint. All of the
members' equity in SSLD LLC will be exchanged for cash and common stock of
CenterPoint concurrently with the consummation of the initial public offering
of the common stock of CenterPoint.

In order to comply with standards of the accounting profession and
applicable state regulations governing the profession, CenterPoint is requiring
that the Company cease providing attest services prior to the closing of the
acquisition. Following the closing, all attest services formerly provided by
the Company will be provided by a newly created separate legal entity (the
Attest Firm) which will be owned by former members of the Company who are
certified public accountants. Pursuant to a services agreement, CenterPoint
will provide professional and other personnel, equipment, office space and
business and administrative services necessary to operate the Attest Firm.

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Appendix A

CALIFORNIA DISSENTERS' RIGHTS

(S)1300. Reorganization or short-form merger; dissenting shares; corporate
purchase at fair market value; definitions

(a) If the approval of the outstanding shares (Section 152) of a corporation
is required for a reorganization under subdivisions (a) and (b) or subdivision
(e) or (f) of Section 1201, each shareholder of the corporation entitled to
vote on the transaction and each shareholder of a subsidiary corporation in a
short-form merger may, by complying with this chapter, require the corporation
in which the shareholder holds shares to purchase for cash at their fair market
value the shares owned by the shareholder which are dissenting shares as
defined in subdivision (b). The fair market value shall be determined as of the
day before the first announcement of the terms of the proposed reorganization
or short-form merger, excluding any appreciation or depreciation in consequence
of the proposed action, but adjusted for any stock split, reverse stock split,
or share dividend which becomes effective thereafter.

(b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:

(1) Which were not immediately prior to the reorganization or short-form
merger either (A) listed on any national securities exchange certified by
the Commissioner of Corporations under subdivision (o) of Section 25100 or
(B) listed on the list of OTC margin stocks issued by the Board of
Governors of the Federal Reserve System, and the notice of meeting of
shareholders to act upon the reorganization summarizes this section and
Sections 1301, 1302, 1303 and 1304; provided, however, that this provision
does not apply to any shares with respect to which there exists any
restriction on transfer imposed by the corporation or by any law or
regulation; and provided, further, that this provision does not apply to
any class of shares described in subparagraph (A) or (B) if demands for
payment are filed with respect to 5 percent or more of the outstanding
shares of that class.

(2) Which were outstanding on the date for the determination of
shareholders entitled to vote on the reorganization and (A) were not voted
in favor of the reorganization or, (B) if described in subparagraph (A) or
(B) of paragraph (1) (without regard to the provisos in that paragraph),
were voted against the reorganization, or which were held of record on the
effective date of a short- form merger; provided, however, that
subparagraph (A) rather than subparagraph (B) of this paragraph applies in
any case where the approval required by Section 1201 is sought by written
consent rather than at a meeting.

(3) Which the dissenting shareholder has demanded that the corporation
purchase at their fair market value, in accordance with Section 1301.

(4) Which the dissenting shareholder has submitted for endorsement, in
accordance with Section 1302. (c) As used in this chapter, "dissenting
shareholder" means the recordholder of dissenting shares and includes a
transferee of record.

(S) 1301. Notice to holders of dissenting shares in reorganizations;demand
for purchase;time; contents (a) If, in the case of a reorganization, any
shareholders of a corporation have a right under Section 1300, subject to
compliance with paragraphs (3) and (4) of subdivision (b) thereof, to require
the corporation to purchase their shares for cash, such corporation shall mail
to each such shareholder a notice of the approval of the reorganization by its
outstanding shares (Section 152) within 10 days after the date of such
approval, accompanied by a copy of Sections 1300, 1302, 1303, 1304 and this
section, a statement of the price determined by the corporation to represent
the fair market value of the dissenting shares, and a brief description of the
procedure to be followed if the shareholder desires to exercise the
shareholder's right under such sections. The statement of price constitutes an
offer by the corporation to purchase at the price stated any dissenting shares
as defined in subdivision (b) of Section 1300, unless they lose their status as
dissenting shares under Section 1309.(b) Any shareholder who has a right to
require the corporation to purchase the

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shareholder's shares for cash under Section 1300, subject to compliance with
paragraphs (3) and (4) of subdivision (b) thereof, and who desires the
corporation to purchase such shares shall make written demand upon the
corporation for the purchase of such shares and payment to the shareholder in
cash of their fair market value. The demand is not effective for any purpose
unless it is received by the corporation or any transfer agent thereof (1) in
the case of shares described in clause (i) or (ii) of paragraph (1) of
subdivision (b) of Section 1300 (without regard to the provisos in that
paragraph), not later than the date of the shareholders' meeting to vote upon
the reorganization, or (2) in any other case within 30 days after the date on
which the notice of the approval by the outstanding shares pursuant to
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder. (c) The demand shall state the number and class of
the shares held of record by the shareholder which the shareholder demands that
he corporation purchase and shall contain a statement of what such shareholder
claims to be the fair market value of those shares as of the day before the
announcement of the proposed reorganization or short-form merger. The statement
of fair market value constitutes an offer by the shareholder to sell the shares
at such price.

(S) 1302. Submission of share certificates for endorsement; uncertificated
securities within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110
was mailed to the shareholder, the shareholder shall submit to the corporation
at its principal office or at the office of any transfer agent thereof, (a) if
the shares are certificated securities, the shareholder's certificates
representing any shares which the shareholder demands that the corporation
purchase, to be stamped or endorsed with a statement that the shares are
dissenting shares or to be exchanged for certificates of appropriate
denomination so stamped or endorsed or (b) if the shares are uncertificated
securities, written notice of the number of shares which the shareholder
demands that the corporation purchase. Upon subsequent transfers of the
dissenting shares on the books of the corporation, the new certificates,
initial transaction statement, and other written statements issued therefor
shall bear a like statement, together with the name of the original dissenting
holder of the shares.

(S) 1303. Payment of agreed price with interest; agreement fixing fair
market value; filing; time of payment (a) If the corporation and the
shareholder agree that the shares are dissenting shares and agree upon the
price of the shares, the dissenting shareholder is entitled to the agreed price
with interest thereon at the legal rate on judgments from the date of the
agreement. Any agreements fixing the fair market value of any dissenting shares
as between the corporation and the holders thereof shall be filed with the
secretary of the corporation.

(b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount
thereof has been agreed or within 30 days after any statutory or contractual
conditions to the reorganization are satisfied, whichever is later, and in the
case of certificated securities, subject to surrender of the certificates
therefor, unless provided otherwise by agreement.

(S) 1304. Action to determine whether shares are dissenting shares or fair
market value; limitation; joinder; consolidation; determination of issues;
appointment of appraisers (a) If the corporation denies that the shares are
dissenting shares, or the corporation and the shareholder fail to agree upon
the fair market value of the shares, then the shareholder demanding purchase of
such shares as dissenting shares or any interested corporation, within six
months after the date on which notice of the approval by the outstanding shares
(Section 152) or notice pursuant to subdivision (i) of Section 1110 was mailed
to the shareholder, but not thereafter, may file a complaint in the superior
court of the proper county praying the court to determine whether the shares
are dissenting shares or the fair market value of the dissenting shares or both
or may intervene in any action pending on such a complaint. (b) Two or more
dissenting shareholders may join as plaintiffs or be joined as defendants in
any such action and two or more such actions may be consolidated. (c) On the
trial of the action, the court shall determine the issues. If the status of the
shares as dissenting shares is in issue, the court shall first determine that
issue. If the fair market value of the dissenting shares is in issue, the court
shall determine, or shall appoint one or more impartial appraisers to
determine, the fair market value of the shares.

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Appendix B

Delaware Dissenters' Rights

Section 262 Appraisal rights.

(a) Any stockholder of a corporation of this State who holds shares of stock
on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to (S) 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and
the words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions
thereof, solely of stock of a corporation, which stock is deposited with the
depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to (S) 251 (other than a merger effected pursuant to
(S) 251(g) of this title), (S) 252, (S) 254, (S) 257, (S) 258, (S) 263 or
(S) 264 of this title:

(1) Provided, however, that no appraisal rights under this section shall
be available for the shares of any class or series of stock, which stock,
or depository receipts in respect thereof, at the record date fixed to
determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of (S) 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to
(S)(S) 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except: a. Shares of stock of the corporation surviving
or resulting from such merger or consolidation, or depository receipts in
respect thereof; b. Shares of stock of any other corporation, or depository
receipts in respect thereof, which shares of stock (or depository receipts
in respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders; c. Cash in lieu
of fractional shares or fractional depository receipts described in the
foregoing subparagraphs a. and b. of this paragraph; or d. Any combination
of the shares of stock, depository receipts and cash in lieu of fractional
shares or fractional depository receipts described in the foregoing
subparagraphs a., b. and c. of this paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under (S) 253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains such a

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provision, the procedures of this section, including those set forth in
subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows: (1) If a proposed merger
or consolidation for which appraisal rights are provided under this section is
to be submitted for approval at a meeting of stockholders, the corporation, not
less than 20 days prior to the meeting, shall notify each of its stockholders
who was such on the record date for such meeting with respect to shares for
which appraisal rights are available pursuant to subsection (b) or (c) hereof
that appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of such
stockholder's shares shall deliver to the corporation, before the taking of the
vote on the merger or consolidation, a written demand for appraisal of such
stockholder's shares. Such demand will be sufficient if it reasonably informs
the corporation of the identity of the stockholder and that the stockholder
intends thereby to demand the appraisal of such stockholder's shares. A proxy
or vote against the merger or consolidation shall not constitute such a demand.
A stockholder electing to take such action must do so by a separate written
demand as herein provided. Within 10 days after the effective date of such
merger or consolidation, the surviving or resulting corporation shall notify
each stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or

(2) If the merger or consolidation was approved pursuant to (S) 228 or
(S) 253 of this title, each consitutent corporation, either before the
effective date of the merger or consolidation or within ten days thereafter,
shall notify each of the holders of any class or series of stock of such
constitutent corporation who are entitled to appraisal rights of the approval
of the merger or consolidation and that appraisal rights are available for any
or all shares of such class or series of stock of such constituent corporation,
and shall include in such notice a copy of this section; provided that, if the
notice is given on or after the effective date of the merger or consolidation,
such notice shall be given by the surviving or resulting corporation to all
such holders of any class or series of stock of a constituent corporation that
are entitled to appraisal rights. Such notice may, and, if given on or after
the effective date of the merger or consolidation, shall also notify such
stockholders of the effective date of the merger or consolidation. Any
stockholder entitled to appraisal rights may, within 20 days after the date of
mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the appraisal of
such holder's shares. If such notice did not notify stockholders of the
effective date of the merger or consolidation, either (i) each such constituent
corporation shall send a second notice before the effective date of the merger
or consolidation notifying each of the holders of any class or series of stock
of such constituent corporation that are entitled to appraisal rights of the
effective date of the merger or consolidation or (ii) the surviving or
resulting corporation shall send such a second notice to all such holders on or
within 10 days after such effective date; provided, however, that if such
second notice is sent more than 20 days following the sending of the first
notice, such second notice need only be sent to each stockholder who is
entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is
required to give either notice that such notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein. For
purposes of determining the stockholders entitled to receive either notice,
each constituent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given, provided, that if
the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record date
is fixed and the notice is given prior to the effective date, the record date
shall be the close of business on the day next preceding the day on which the
notice is given.

(e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value

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of the stock of all such stockholders. Notwithstanding the foregoing, at any
time within 60 days after the effective date of the merger or consolidation,
any stockholder shall have the right to withdraw such stockholder's demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been
received and the aggregate number of holders of such shares. Such written
statement shall be mailed to the stockholder within 10 days after such
stockholder's written request for such a statement is received by the surviving
or resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.

(f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by one or more
publications at least one week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any
element of value arising from the accomplishment or expectation of the merger
or consolidation, together with a fair rate of interest, if any, to be paid
upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on the
list filed by the surviving or resulting corporation pursuant to subsection (f)
of this section and who has submitted such stockholder's certificates of stock
to the Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that such stockholder is not
entitled to appraisal rights under this section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to
the stockholders entitled thereto. Interest may be simple or compound, as the
Court may direct. Payment shall be so made to each such stockholder, in the
case of holders of uncertificated stock forthwith, and the case of holders of
shares represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees

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in the Court of Chancery may be enforced, whether such surviving or resulting
corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation,
either within 60 days after the effective date of the merger or consolidation
as provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the
Court of Chancery shall be dismissed as to any stockholder without the approval
of the Court, and such approval may be conditioned upon such terms as the Court
deems just.

(l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation.

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Appendix C

Washington Dissenters' Rights (Corporations)

23B.13.020. Right to dissent

(1) A shareholder is entitled to dissent from, and obtain payment of the
fair value of the shareholder's shares in the event of, any of the following
corporate actions: (a) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger
by RCW 23B.11.030, 23B.11.080, or the articles of incorporation and the
shareholder is entitled to vote on the merger, or (ii) if the corporation is a
subsidiary that is merged with its parent under RCW 23B.11.040; (b)
Consummation of a plan of share exchange to which the corporation is a party
as the corporation whose shares will be acquired, if the shareholder is
entitled to vote on the plan; (c) Consummation of a sale or exchange of all,
or substantially all, of the property of the corporation other than in the
usual and regular course of business, if the shareholder is entitled to vote
on the sale or exchange, including a sale in dissolution, but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which
all or substantially all of the net proceeds of the sale will be distributed
to the shareholders within one year after the date of sale;(d) An amendment of
the articles of incorporation that materially reduces the number of shares
owned by the shareholder to a fraction of a share if the fractional share so
created is to be acquired for cash under RCW 23B.06.040; or (e) Any corporate
action taken pursuant to a shareholder vote to the extent the articles of
incorporation, bylaws, or a resolution of the board of directors provides that
voting or nonvoting shareholders are entitled to dissent and obtain payment
for their shares.

(2) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this chapter may not challenge the corporate action
creating the shareholder's entitlement unless the action fails to comply with
the procedural requirements imposed by this title, RCW 25.10.900 through
25.10.955, the articles of incorporation, or the bylaws, or is fraudulent with
respect to the shareholder or the corporation.

(3) The right of a dissenting shareholder to obtain payment of the fair
value of the shareholder's shares shall terminate upon the occurrence of any
one of the following events:

(a) The proposed corporate action is abandoned or rescinded;

(b) A court having jurisdiction permanently enjoins or sets aside the
corporate action; or

Washington Dissenters' Rights (Limited Liability Companies)

25.15.430. Member--Dissent--Payment of fair value

(1) Except as provided in RCW 25.15.440 or 25.15.450(2), a member of a
domestic limited liability company is entitled to dissent from, and obtain
payment of, the fair value of the member's interest in a limited liability
company in the event of consummation of a plan of merger to which the limited
liability company is a party as permitted by RCW 25.15.395 or 25.15.415.

(2) A member entitled to dissent and obtain payment for the member's
interest in a limited liability company under this article may not challenge
the merger creating the member's entitlement unless the merger fails to comply
with the procedural requirements imposed by this title, Title 23B RCW, RCW
25.10.800 through 25.10.840, or the limited liability company agreement, or is
fraudulent with respect to the member or the limited liability company.

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(3) The right of a dissenting member in a limited liability company to
obtain payment of the fair value of the member's interest in the limited
liability company shall terminate upon the occurrence of any one of the
following events:

(a) The proposed merger is abandoned or rescinded;
(b) A court having jurisdiction permanently enjoins or sets aside the
merger; or
(c) The member's demand for payment is withdrawn with the written
consent of the limited liability company.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

CenterPoint's certificate of incorporation provides that CenterPoint shall,
to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time to time, indemnify all persons whom it
may indemnify pursuant thereto.

Section 145 of the Delaware General Corporation Law permits a corporation,
under specified circumstances, to indemnify its directors, officers, employees
or agents against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any action, suit or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees, or
agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to be indemnified for such expenses despite such
adjudication of liability.

CenterPoint's certificate of incorporation provides that CenterPoint's
directors will not be personally liable to CenterPoint or its stockholders for
monetary damages resulting from breaches of their fiduciary duty as directors
except (a) for any breach of the duty of loyalty to CenterPoint or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 164 of
the Delaware General Corporation Law, which makes directors liable for unlawful
dividends or unlawful stock repurchase or redemptions or (d) for transactions
from which directors derive improper personal benefit.

Section of the Underwriting Agreement filed as Exhibit 1.1 provides that
the Underwriters named therein will indemnify and hold harmless CenterPoint and
each director, officer or controlling person of CenterPoint from and against
certain liabilities, including liabilities under the Securities Act.
CenterPoint expects to have director and officer insurance coverage
concurrently with the consummation of this offering.

Item 21. Exhibits and Financial Statement Schedules

(a) The following exhibits are filed with this Registration Statement:

Exhibits

<TABLE>
<C> <S>
2.1** Merger Agreement between CenterPoint, Reznick Fedder & Silverman,
Certified Public Accountants, A Professional Corporation, Reznick
Mergersub Inc., Reznick Fedder & Silverman, C.P.A.s, L.L.C., and the
members of Reznick Fedder & Silverman, C.P.A.s, L.L.C., dated as of
March 31, 1999.

2.2* Merger Agreement between CenterPoint, Robert F. Driver Co., Inc., RFD
Mergersub Inc. and the stockholders of Robert F. Driver Co., Inc.,
dated as of March 31, 1999.

2.3** Merger Agreement between CenterPoint, Follmer, Rudzewicz & Company,
P.C., FRF Holding LLC, FRC Mergersub Inc. and the stockholders of
Follmer Rudzewicz & Company, P.C., dated as of March 31, 1999.

2.4** Merger Agreement between CenterPoint, Mann Frankfort Stein & Lipp,
P.C., MFSL Mergersub Inc. and the stockholders of Mann Frankfort &
Stein & Lipp, P.C., dated as of March 31, 1999.

</TABLE>

II-1
<PAGE>

<TABLE>
<C> <S>
2.5** Merger Agreement between CenterPoint, Berry, Dunn, McNeil & Parker,
Chartered, Berry Dunn Mergersub Inc., BDM&P Holdings, LLC and certain
members of BDM&P Holdings, LLC, dated as of March 31, 1999.

2.6** Merger Agreement between CenterPoint, Urbach Kahn & Werlin, PC, a New
York professional corporation, Urbach, Kahn & Werlin, P.C., UKW
Mergersub Inc., UKW Management LLC and the members of UKW LLC, dated
as of March 31, 1999.

2.7** Merger Agreement between CenterPoint, Self Funded Benefits, Inc.
(d/b/a Insurance Design Administrators), IDA Mergersub Inc. and the
stockholders of Self Funded Benefits, Inc. (d/b/a Insurance Design
Administrators), dated as of March 31, 1999.

2.8** Merger Agreement between CenterPoint, Holthouse Carlin & Van Trigt
LLP, certain merger subsidiaries of CenterPoint, the partners of
Holthouse Carlin & Van Trigt LLP, the members of the LLC Partner and
the stockholders of the Corporate Partners, dated as of March 31,
1999.

2.9** Merger Agreement between CenterPoint, Grace & Company, P.C., Grace
Capital, LLP, Grace Mergersub Inc. and the partners of Grace Capital,
LLP, dated as of March 31, 1999.

2.10** Merger Agreement between CenterPoint, The Reppond Company Inc.,
Reppond Administrators, LLC, Vera Source Excess Risk Ltd., Reppond
Mergersub Inc., RA Mergersub LLC and Verasource Mergersub Inc., dated
as of March 31, 1999.

2.11** Merger Agreement between CenterPoint, Simione, Scillia, Larrow &
Dowling LLC, SSLD Mergersub LLC and the members of Simione, Scillia,
Larrow & Dowling LLC, dated as of March 31, 1999.

3.1** Certificate of Incorporation of the Registrant.

3.2** Bylaws of the Registrant.

4.1* Specimen stock certificate representing common stock.

5* Opinion of Katten Muchin & Zavis as to the legality of the securities
being registered (including consent).

8.1* Opinion of Katten Muchin & Zavis as to tax matters.

10.1* Form of Employment Agreement between CenterPoint and Robert C. Basten.

10.2* Form of Employment Agreement between CenterPoint and DeAnn L. Brunts.

10.3* Form of Employment Agreement between CenterPoint and Rondol E. Eagle.

10.4* Form of Employment Agreement between CenterPoint and Dennis W. Bikun.

10.5* Form of Employment Agreement between CenterPoint, Robert F. Driver
Co., Inc. and Thomas W. Corbett.

10.6* Form of Employment Agreement between Self Funded Benefits, Inc. (d/b/a
Insurance Design Administrators) and Robert F. Gallo.

23.1 Consent of PricewaterhouseCoopers LLP.

23.2 Consent of KPMG LLP.

23.3* Consent of Katten Muchin & Zavis (contained in its opinion to be filed
as Exhibit 5 hereto).

23.4 Consent of Proposed Director (David Reznick)

23.5 Consent of Proposed Director (Thomas W. Corbett)

23.6 Consent of Proposed Director (Richard H. Stein)

23.7 Consent of Proposed Director (Anthony P. Frabotta)

23.8 Consent of Proposed Director (Charles H. Roscoe)

23.9 Consent of Proposed Director (Steven N. Fischer)

23.10 Consent of Proposed Director (Robert F. Gallo)

23.11 Consent of Proposed Director (Wayne J. Grace)

</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
23.12 Consent of Proposed Director (Philip J. Holthouse)

23.13 Consent of Proposed Director (Anthony P. Scillia)

23.14 Consent of Proposed Director (Louis C. Fornetti)

23.15 Consent of Proposed Director (William J. Lynch)

24 Power of Attorney (see signature page).
</TABLE>
- --------
* To be filed by amendment.
** Incorporated by reference to the corresponding exhibit to the Registrant's
registration statement on Form S-1 (file no. 333- ) filed immediately
prior to the filing of this registration statement.

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(5) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment

II-3
<PAGE>

by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.

(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1993, the registrant,
CenterPoint Advisors, Inc. a Delaware corporation, has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 6th day of
April, 1999.

CenterPoint Advisors, Inc.

/s/ Robert C. Basten
By: _________________________________
Robert C. Basten
President and Chief Executive
Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Robert C. Basten his true and lawful attorneys-in-fact and agents, with full
power of substitution, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration
Statement on Form S-4 (including registration statements filed pursuant to Rule
462(b) under the Securities Act of 1933, and all amendments thereto) and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act
of 1933, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as each might or could do in person, hereby ratifying and confirming
each act that said attorneys-in-fact and agents may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----

<S> <C> <C>
/s/ Robert C. Basten Chairman of the Board, April 6, 1999
______________________________________ President and Chief
Robert C. Basten Executive Officer

/s/ DeAnn L. Brunts Executive Vice President, April 6, 1999
______________________________________ Chief Financial Officer
DeAnn L. Brunts and a Director

/s/ Dennis W. Bikun Vice President and Chief April 6, 1999
______________________________________ Accounting Officer
Dennis W. Bikun

/s/ Scott H. Lang Director April 6, 1999
______________________________________
Scott H. Lang
</TABLE>

II-5

<PAGE>

Exhibit 23.1 Consent of Independent Accountants

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the prospectus constituting part of this
registration statement on Form S-4 of our reports dated as shown below,
relating to the respective financial statements which appear in such
prospectus.

<TABLE>
<CAPTION>
Company Opinion Date
- ------- -----------------
<S> <C>
CenterPoint Advisors, Inc................................... April 5, 1999
Reznick Fedder & Silverman, P.C............................. January 29, 1999
Robert F. Driver Co., Inc................................... February 10, 1999
Mann Frankfort Stein & Lipp, P.C............................ January 29, 1999
Follmer, Rudzewicz & Company, P.C........................... February 4, 1999
Berry, Dunn, McNeil & Parker, Chartered..................... January 9, 1999
Urbach Kahn & Werlin PC..................................... February 9, 1999
Self Funded Benefits, Inc. d/b/a Insurance Design
Administrators............................................. February 5, 1999
Grace & Company, P.C........................................ February 12, 1999
Holthouse Carlin & Van Trigt LLP............................ January 31, 1999
The Reppond Companies....................................... January 29, 1999
Simione, Scillia, Larrow & Dowling LLC...................... January 29, 1999
</TABLE>

We also consent to the references to us under the heading "Experts" in such
prospectus.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 5, 1999

<PAGE>

Exhibit 23.2

Consent of Independent Auditors

The Board of Directors
Robert F. Driver Co., Inc.:

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

KPMG LLP

San Diego, California
April 6, 1999

<PAGE>

Exhibit 23.4

Consent

I, David Reznick, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ David Reznick
--------------------------------
David Reznick

Dated: March 26, 1999

<PAGE>

Exhibit 23.5

Consent

I, Thomas W. Corbett, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Thomas W. Corbett
-----------------------------------
Thomas W. Corbett

Dated: April 5, 1999

<PAGE>

Exhibit 23.6

Consent

I, Richard H. Stein, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Richard H. Stein
-------------------------------
Richard H. Stein

Dated: April 5, 1999

<PAGE>

Exhibit 23.7

Consent

I, Anthony P. Frabotta, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Anthony P. Frabotta
-------------------------------------
Anthony P. Frabotta

Dated: March 31, 1999

<PAGE>

Exhibit 23.8

Consent

I, Charles H. Roscoe, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Charles H. Roscoe
----------------------------------
Charles H. Roscoe

Dated: April 5, 1999

<PAGE>

Exhibit 23.9

Consent

I, Steven N. Fischer, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Steven N. Fischer
-----------------------------------
Steven N. Fischer

Dated: April 5, 1999

<PAGE>

Exhibit 23.10

Consent

I, Robert F. Gallo, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Robert F. Gallo
---------------------------------
Robert F. Gallo

Dated: April 5, 1999

<PAGE>

Exhibit 23.11

Consent

I, Wayne J. Grace, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Wayne J. Grace
----------------------------------
Wayne J. Grace

Dated: April 5, 1999

<PAGE>

Exhibit 23.12

Consent

I, Philip J. Holthouse, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Philip J. Holthouse
------------------------------------
Philip J. Holthouse

Dated: April 5, 1999

<PAGE>

Exhibit 23.13

Consent

I, Anthony P. Scillia, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Anthony P. Scillia
-----------------------------------
Anthony P. Scillia

Dated: April 5, 1999

<PAGE>

Exhibit 23.14

Consent

I, Louis C. Fornetti, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ Louis C. Fornetti
-----------------------------------
Louis C. Fornetti

Dated: April 1, 1999

<PAGE>

Exhibit 23.15

Consent

I, William J. Lynch, do hereby consent to the inclusion of biographical
information about me, including my name, age, positions to be held with
CenterPoint Advisors, Inc., a Delaware corporation (the "Company") and its
subsidiary, my expected term as a director of the Company and the other
information required to be provided in the Company's Registration Statements on
Form S-1 and S-4 (the "Registration Statements") to be filed with the Securities
and Exchange Commission which information will appear principally in the section
entitled "Management -- Executive Officers and Directors." I further consent to
the filing of this consent as an exhibit to the Registration Statements.

/s/ William J. Lynch
------------------------------------
William J. Lynch

Dated: April 5, 1999