BRAUN CONSULTING INC, S-1/A, 1999-07-01

BRAUN CONSULTING INC
S-1/A, 1999-07-01
MISCELLANEOUS BUSINESS SERVICES

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<PAGE>

As filed with the Securities and Exchange Commission on July 1, 1999

Registration No. 333-79251
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933

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Braun Consulting, Inc.
(Exact name of registrant as specified in its charter)

Delaware 7379 36-4294297
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

Gregory A. Ostendorf
General Counsel and Secretary
30 West Monroe, Suite 300 30 West Monroe, Suite 300
Chicago, Illinois 60603 Chicago, Illinois 60603
(312) 984-7000 (312) 984-7000
(Address, including zip code, and (Name, address, including zip code, and
telephone number, telephone number,
including area code, of registrant's including area code, of agent for
principal executive offices) service)

Copies to:
Marcus A. Watts Jeffrey A. Schumacher
Locke Liddell & Sapp LLP Sachnoff & Weaver, Ltd.
3400 Chase Tower 30 South Wacker Drive, Suite 2900
Houston, Texas 77002 Chicago, Illinois 60606
(713) 226-1200 (312) 207-1000

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.

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

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

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

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

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

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Price Registration
Securities to be Registered Registered (1) per Share (2) (2) Fee (3)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.001
per share....................... 5,290,000 $12.00 $63,480,000 $17,648
</TABLE>
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(1)Includes shares that the Underwriters have the option to purchase to cover
over-allotments, if any.

(2)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).

(3)A registration fee of $15,985 was paid in connection with the original
filing on May 25, 1999.
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 said Section 8(a), may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. Although we +
+are permitted by US federal securities laws to offer these securities using +
+this prospectus, we may not sell them or accept your offer to buy them until +
+the documentation filed with the SEC relating to these securities has been +
+declared effective by the SEC. This prospectus is not an offer to sell these +
+securities or our solicitation of your offer to buy these securities in any +
+jurisdiction where that would not be permitted or legal. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION -- July 1, 1999

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Prospectus
, 1999
[LOGO]

Braun Consulting, Inc.

4,600,000 Shares of Common Stock

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Braun Consulting, The Offering:
Inc.:

. We are offering
. We are an Internet 4,100,000 shares
professional of our common
services provider stock, and
that delivers existing
comprehensive stockholders are
business solutions offering 500,000
to our clients. shares of our
common stock.

. Braun Consulting, . The underwriters
Inc. 30 West have an option to
Monroe, Suite 300 purchase an
Chicago, Illinois additional 690,000
60603 (312) 984- shares from
7000 existing
stockholders to
cover over-
allotments.

Proposed Symbol & Market:

. BRNC/Nasdaq National Market

. This is our
initial public
offering, and no
public market
currently exists
for our shares. We
anticipate that
the initial public
offering price
will be between
$10.00 and $12.00
per share.

. Closing: ,
1999.

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<TABLE>
<CAPTION>
Per Share Total
-----------------------------------------------------
<S> <C> <C>
Public offering price: $ $
Underwriting fees:
Proceeds to Braun Consulting, Inc.:
Proceeds to selling stockholders:
</TABLE>
----------------------------------------------

This investment involves risk. See "Risk Factors" beginning on page 5.

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Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.

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Donaldson, Lufkin & Jenrette

Salomon Smith Barney

Adams, Harkness & Hill, Inc.

DLJdirect Inc.
<PAGE>

(First fold inside front cover)

[eSolutions logo]

Copy: Braun Consulting is a leading provider of a new category of professional
services called eSolutions. Our eSolutions integrate strategy, business
intelligence and the Internet to help clients succeed in electronic commerce,
enhance relationships with customers and increase revenues.
<PAGE>

(Left panel, inside gate fold)

[eSolutions logo]

[Illustration of business user at computer terminal with an information
balloon emanating from back side of computer terminal with three circles with
the following concepts in the circles: Strategy, Business Intelligence and Web
Integration]

[Copy within illustration above business user: Customers, business partners
and employees using the Web are creating demand for Internet-related
professional services.]

[Copy below illustration: Braun Consulting provides comprehensive business-
to-business and business-to-consumer eSolutions. Our professional services
combine advanced skills in Internet application development, strategy,
business intelligence and Web integration.]

[Braun Consulting logo]
<PAGE>

(Right panel, inside gate fold)

Intranet eSolution

A Fortune 100 manufacturer of electronics equipment selected Braun
Consulting to build and deploy an intranet system designed to improve business
across dozens of offices. Our eSolution enhanced the client's ability to manage
hundreds of diverse products and services that are priced and sold through
separate and dispersed locations. To meet business needs, we masked complicated
processes requiring advanced technology from Microsoft and Oracle and made the
system easy to use for business professionals. The client now has the ability
to increase revenues and profits through more flexible pricing and better
management of products and services.

Web-based Targeting

A global pharmaceuticals leader chose Braun Consulting to help its marketing
and sales departments be more successful in identifying physicians and other
customers representing the strongest selling opportunities. Our eSolution
included new customer and sales force strategies, and gave the client's
marketing managers Web-based access to more detailed customer information. The
client is now able to conduct real-time customer evaluations through detailed
sorting and ranking of key customer information. By getting closer to the best
customers, the pharmaceuticals firm gained market share and realized greater
returns from investing in an international sales force.

New World Telecommunications

Braun Consulting is working with a major telecommunications provider to
maintain a leadership position in a changing and deregulating marketplace.
Based upon advanced customer relationship management, strategies and
information technology systems, our eSolution is helping the client make
changes in marketing, business processes and information management. To help
the client compete with better customer information, we are building a
proprietary data warehouse and creating access to other large information
sources.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Prospectus Summary.................. 1
Risk Factors........................ 5
Special Note Regarding Forward-
Looking Statements................. 12
Where You Can Find More Information. 13
Corporate Information............... 13
Use of Proceeds..................... 14
Dividend Policy..................... 14
Capitalization...................... 15
Dilution............................ 16
Selected Consolidated Financial
Data............................... 17
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 18
</TABLE>
<TABLE>
<CAPTION>
Page
<S> <C>
Business.............................................................. 26
Management............................................................ 39
Certain Relationships and Related Transactions........................ 46
Principal and Selling Stockholders.................................... 48
Description of Capital Stock.......................................... 49
Shares Eligible for Future Sale....................................... 52
Underwriting.......................................................... 54
Legal Matters......................................................... 56
Experts............................................................... 56
Index to Consolidated Financial Statements............................ F-1
</TABLE>

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. You should read this prospectus together
with the additional information described under the heading "Where You Can Find
More Information."
<PAGE>

PROSPECTUS SUMMARY

This summary is qualified by more detailed information appearing in other
sections of this prospectus. The other information is important, so please read
this entire prospectus carefully.

Our Company

Braun Consulting is a leading Internet professional services provider
delivering comprehensive business solutions to clients. Our service approach
combines strategy, advanced Internet application development skills and
information technology. We identify these comprehensive business solutions as
"eSolutions." Our eSolutions are designed to help clients enable electronic
commerce, improve customer relationships, drive revenue growth and provide a
measurable return on their investments. Through our proprietary Transform
methodology, we provide eSolutions to our Fortune 500 and middle-market clients
on-time and on-budget to help them achieve competitive advantage in changing
markets.

The rapid adoption of the Internet is transforming the business marketplace
and accelerating the shift toward electronic commerce, including both business-
to-business and business-to-consumer applications. According to International
Data Corp., the demand by businesses for Internet-related professional services
will grow to $78.5 billion by 2003. We help clients identify opportunities and
transform their businesses by combining our skills and expertise in the
following areas:

. creating business and Internet strategies focused on a client's customers
to improve relationships and interactions with a client's most profitable
customers;

. using customer relationship management, or CRM, and data warehousing
capabilities through the Internet to sustain a client's revenue growth
and enhance the profitability of its products and services; and

. developing Internet, intranet and extranet applications that enable a
client's electronic commerce and facilitate the broad and immediate
distribution of information.

CRM and data warehousing are part of a larger information technology concept
known as business intelligence. Business intelligence is the collection and
analysis of business and customer information through the Internet and from
other sources, which is then used by business managers to make strategic
decisions.

By integrating our business intelligence experience with our ability to
develop business strategies and Internet applications for our clients, we are
well positioned to provide comprehensive eSolutions. Since 1993, we have
provided services to more than 200 companies, including AT&T, Eli Lilly,
Financial Guaranty Insurance, Motorola, Pharmacia & Upjohn, Ralston Purina,
S.C. Johnson, TMP Worldwide (Monster.com owner) and Xerox.

1
<PAGE>

Our Advantage

Turbulence and changes in previously established markets, which can result
from innovation, globalization, deregulation or emerging technologies, provide
tremendous opportunities for organizations that are insightful and focused on
their customers. In the new millennium, businesses working to attain
competitive advantage in changing markets will be forced to use Web-based
business approaches and efficient management of business and customer
information. The Internet combined with strategies focused on customers and
business intelligence will enable a new era of business.

We believe clients dependent upon business and customer information and
effective use of the Internet will purchase eSolutions from qualified and
proven providers. Our eSolutions are based on the integration of the following:

. our Transform methodology, specifically designed to deliver comprehensive
eSolutions;

. experience in business intelligence, with an emphasis on CRM applications
and data warehousing;

. development of customer-focused and Internet business strategies; and

. development and integration of Web-based technologies, including
Internet, intranet and extranet applications.

We operate in a competitive industry, and many of the larger systems
integrators in our industry have greater financial resources, larger client
bases and greater brand or name recognition than us. Our success and growth
depend on our ability to increase our client engagements and to continue
recruiting and retaining qualified professionals to meet client demand.

Our Growth Strategy

Our goal is to continue our growth by capitalizing on our position as a
leading provider of eSolutions. Our strategies for achieving this objective
include:

. expanding the complexity and scope of our existing client relationships
and maintaining a reputation for delivering innovative eSolutions and
client satisfaction that helps attract new clients;

. maintaining our culture by attracting outstanding professionals and
retaining them with our comprehensive training curriculum and our focus
on leading-edge technologies, professional development programs,
incentive-based compensation and a balanced lifestyle;

. capitalizing on our substantial infrastructure, which includes an
experienced senior management team, a business development group and our
proprietary Transform methodology and database; and

. pursuing strategic acquisitions to expand our expertise in new
technologies, gain access to additional talented professionals, expand
our geographic presence and increase our client base.

2
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered:
By Braun Consulting... 4,100,000 shares
By the selling
stockholders......... 500,000 shares
-----------------
Total............... 4,600,000 shares

Common stock to be
outstanding after
this offering........ 16,429,466 shares (a)

Use of proceeds......... The net proceeds from this offering are estimated to be
approximately $40.9 million. We will use the net
proceeds for:

. the payment of S corporation distributions of
approximately $2.5 million;

. the retirement of approximately $3.5 million
of existing indebtedness;

. possible strategic acquisitions; and

. working capital and other general corporate purposes.

We will not receive any proceeds from the shares sold
by the selling stockholders.

Proposed Nasdaq National
Market symbol.......... BRNC
</TABLE>

Unless stated otherwise, the information contained in this prospectus (1)
assumes that our common stock will be sold at $11.00 per share, which is the
mid-point of the range set forth on the cover page of this prospectus, (2)
gives effect to the acquisition of Vertex Partners, Inc., which closed on May
4, 1999 and was accounted for using the pooling-of-interests method of
accounting, (3) assumes that the underwriters' over-allotment option is not
exercised and (4) reflects our incorporation in Delaware immediately prior to
the consummation of this offering.
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(a) The number of shares of common stock to be outstanding is as of May 4, 1999
and excludes (1) options outstanding as of May 4, 1999 to purchase
1,457,338 shares of common stock at a weighted average exercise price of
$2.13 per share and (2) 2,047,182 shares of common stock reserved as of May
4, 1999 for issuance upon exercise of options that may be granted in the
future under our stock plans. See "Management--Stock Plans."

3
<PAGE>

Summary Consolidated Financial Data

The following table summarizes the consolidated financial data for our
business. You should read the following summary consolidated financial data
together with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our Consolidated Financial Statements and the Notes
thereto beginning on page F-1 of this prospectus.

<TABLE>
<CAPTION>
Periods From
January 1
Years Ended December 31, Through May 4,
------------------------------------- ---------------
1994 1995 1996 1997 1998 1998 1999
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Total revenues.......... $5,438 $8,435 $11,272 $19,508 $27,862 $8,327 $13,574
Operating income........ 534 712 1,697 1,859 826 57 1,431
Net income (loss)....... 521 647 1,659 1,635 861 (54) 1,372
Pro forma net income
(loss) (a)............. 296 358 975 1,014 401 (31) 823
Pro forma earnings
(loss) per share (b):
Basic.................. $ 0.03 $(0.00) $ 0.07
Diluted................ 0.03 (0.00) 0.06
</TABLE>

<TABLE>
<CAPTION>
As of May 4, 1999
-------------------------------------
Pro Forma as
Actual Pro Forma (c) Adjusted (c)(d)
(In thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash...................................... $ 605 $ 605 $35,569
Total assets.............................. 13,180 13,180 48,144
Total debt................................ 3,479 3,479 --
Stockholders' equity...................... 5,041 343 41,286
</TABLE>
- --------------------

(a) For all periods indicated except 1994, we operated as an S corporation and
were not subject to federal and certain state income taxes. In 1994, we
operated as a C corporation. Prior to the completion of this offering, we
will become subject to federal and state income taxes. Pro forma net income
(loss) for periods subsequent to 1994 reflects federal and state income
taxes as if we had not elected S corporation status for income tax
purposes. Pro forma net income (loss) for 1994 reflects federal and state
income taxes on a basis consistent with subsequent periods.

(b) Pro forma net income (loss) per share is calculated by dividing pro forma
net income (loss) by the pro forma weighted average number of common shares
outstanding after giving effect to the following as if they had been
completed on January 1, 1998: (1) the S corporation distribution of
approximately $2.5 million and (2) solely to the extent the proceeds will
be used for the S corporation distribution, this offering at an assumed
initial public offering price of $11.00 per share.

(c) Pro forma reflects the S corporation distribution of approximately $2.5
million to our current stockholders and the recognition of a nonrecurring
tax liability, which would have been $3.1 million had the termination of
our S corporation status occurred as of May 4, 1999.

(d) Pro forma as adjusted reflects the sale of the shares of common stock
offered by this prospectus at an assumed initial public offering price of
$11.00 per share and after deducting the estimated underwriting discounts
and commissions and offering expenses and the application of the estimated
net proceeds from this offering.

4
<PAGE>

RISK FACTORS

Before you invest in our common stock, you should understand that such an
investment involves risk. The material risks set forth below are in addition to
risks that apply to most businesses, which could also seriously harm our
business. You should carefully consider these risk factors as well as all of
the other information contained in this prospectus before you decide to
purchase shares of our common stock. If any of the following risks actually
occur, our business, financial condition and operating results could be
adversely affected. In such case, the trading price of our common stock could
decline and you may lose all or part of your investment.

We face risks arising from our business

We must recruit and retain qualified professionals to succeed in our labor-
intensive business

Our future success depends in large part on our ability to recruit and
retain project and engagement managers, strategists, engineers, and other
technical personnel and sales and marketing professionals. Qualified
professionals are in great demand and are likely to remain a limited resource
in the foreseeable future. Competition for qualified professionals is intense,
and the industry turnover rate for them is high. Any inability to recruit and
retain a sufficient number of qualified employees could hinder the growth of
our business.

We depend on our senior management team, and the loss of any member may
adversely affect our business

We believe that our success will depend on the continued employment of our
senior management team. This dependence is particularly important to our
business because personal relationships are a critical element of obtaining and
maintaining client engagements. If one or more members of our senior management
team was unable or unwilling to continue in their present positions, such
persons would be difficult to replace and our business could be seriously
harmed. Accordingly, the loss of one or more members of our senior management
team could impact our future revenues. In addition, if any of these key
employees joins a competitor or forms a competing company, some of our clients
might choose to use the services of that competitor or new company instead of
our own. Furthermore, clients or other companies seeking to develop in-house
capabilities may hire away some of our key employees. Employee defections to
clients would not only result in the loss of key employees but could also
result in the loss of a client relationship or a new business opportunity. Any
losses of client relationships could seriously harm our business.

We may not realize benefits from our acquisition of Vertex Partners

We acquired Vertex Partners on May 4, 1999. Vertex Partners is a
professional services provider that designs and implements strategies focused
on its clients' customers. Achieving the expected benefits of the acquisition
will depend in part on the integration of our technology, operations and
personnel in a timely and efficient manner to minimize the risk that the
acquisition will result in the loss of clients or key employees and to minimize
the diversion of the attention of management. Among the challenges involved in
this integration is demonstrating to our clients that the acquisition will not
result in adverse changes in client service standards or business

5
<PAGE>

focus and demonstrating to our personnel that our business cultures are
compatible. There can be no assurance that we can successfully integrate the
business of Vertex Partners or that any of the anticipated benefits will be
realized, and failure to do so could seriously harm our business.

Potential future acquisitions could be difficult to integrate and adversely
affect our operating results

One of our strategies for growth is the acquisition of businesses.
Currently, we do not have any acquisitions pending. We may not be able to find
and consummate acquisitions on terms and conditions reasonably acceptable to
us. The acquisitions we do undertake may involve a number of special risks,
including:

. diversion of management's attention;

. potential failure to retain key acquired personnel;

. assumptions of unanticipated legal liabilities and other problems;

. difficulties integrating systems, operations and cultures; and

. amortization of acquired intangible assets.

Our failure to successfully manage future acquisitions could seriously harm
our operating results.

Failure to manage our growth may adversely affect our business

In 1998, our revenues increased 42.8% and the number of our employees and
key executives increased 62.7%. We cannot be sure that we will continue to grow
or that we will be able to manage our growth. Our growth has resulted in new
and increased responsibilities for management and will continue to place a
significant strain on our management and our operating and financial systems.
In order to accommodate the increased number of engagements and clients and the
increased size of our operations, we will need to recruit and retain the
appropriate personnel to manage our operations. We will also need to improve
our operational, financial and management processes and systems. If we fail to
successfully implement and integrate these systems or if we are unable to
expand these systems to accommodate our growth, we may not have adequate,
accurate or timely financial and operational information, which would harm our
business and could lead to volatility in our stock price.

We have relied and expect to continue to rely on a limited number of clients
for a significant portion of our revenues

We currently derive and expect to continue to derive a significant portion
of our revenues from a limited number of clients. To the extent that any
significant client uses less of our services or terminates its relationship
with us, our revenues could decline substantially. As a result, the loss of any
significant client could seriously harm our business. In 1998, our ten largest
clients generated approximately 64% of our revenues, with Pharmacia & Upjohn,
Inc. accounting for more than 10% of our revenues. The volume of work that we
perform for a specific client is likely to vary from year to year, and a
significant client in one year may not use our services in a subsequent year.

6
<PAGE>

Our failure to meet client expectations could result in losses and negative
publicity

We create, implement and maintain eSolutions and other applications that are
often critical to our clients' businesses. Any defects or errors in our
eSolutions or other applications or failure to meet clients' expectations could
result in:

. delayed or lost revenues due to adverse client reaction;

. requirements to provide additional services to a client at no
charge;

. negative publicity, which could damage our reputation and adversely
affect our ability to attract or retain clients; and

. claims for substantial damages against us, regardless of our
responsibility for such failure.

While many of our contracts limit our liability for damages that may arise
from negligent acts, errors, mistakes or omissions in rendering services to our
clients, we cannot be sure that these contractual provisions will protect us
from liability for damages in the event we are sued. Furthermore, our general
liability insurance coverage may not continue to be available on reasonable
terms or in sufficient amounts to cover one or more large claims, or the
insurer may disclaim coverage as to any future claim. The successful assertion
of any large claim against us could seriously harm our business. Even if not
successful, such claims could result in significant legal and other costs and
may be a distraction to management.

Our lack of long-term contracts with clients reduces the predictability of our
revenues

Our clients retain us on an engagement-by-engagement basis, rather than
under long-term contracts. Our operating expenses are relatively fixed and
cannot be reduced on short notice to compensate for unanticipated variations in
the number or size of engagements in progress. These factors make it difficult
for us to predict our revenues and operating results. Our failure to accurately
predict our revenues may seriously harm our financial condition and results of
operation because we incur costs based on our expectations of future revenues.
We may be retained to design or implement discrete segments of an eSolution
rather than the comprehensive eSolution. Because large client projects may
involve multiple engagements or stages, there is a risk that a client may
choose not to retain us for additional stages of a project or that the client
will cancel or delay additional planned projects. Such cancellations or delays
could result from factors unrelated to our work product or the progress of the
project, but could be related to general business or financial conditions of
the client.

A reduction in or the termination of our services could lead to
underutilization of our employees and could harm our operating results

Our existing clients can generally reduce the scope of or cancel their use
of our services without penalty and with little or no notice. If a client
defers, modifies or cancels an engagement or chooses not to retain us for
additional phases of a project, we must be able to rapidly redeploy our
employees to other engagements in order to minimize underutilization of
employees and the resulting harm to our operating results.

7
<PAGE>

We may lose money on fixed-price contracts

Approximately 26% of our revenues in 1998 were derived from fixed-price
contracts, and we anticipate this percentage to increase in the future. If we
miscalculate the resources or time we need to complete fixed-price
engagements, our operating results could be seriously harmed. The risk that
such miscalculations will occur is high because we work with complex
technologies in compressed time frames.

Special risks presented by international factors could negatively affect our
business

Our international engagements are subject to a variety of risks that could
seriously harm our financial condition and operating results. These risks
include the following:

. the impact of recessions in economies outside the United States;

. unexpected changes in regulatory requirements;

. currency fluctuations;

. reduced protection for intellectual property and proprietary rights
in some countries;

. seasonal reductions in business activity in certain parts of the
world; and

. enforceability and collectability of contract obligations.

We may not be able to protect our confidential information and proprietary
rights

While our employees execute confidentiality agreements, we cannot guarantee
that this will be adequate to deter misappropriation of our confidential
information. In addition, we may not be able to detect unauthorized use of our
intellectual property and take appropriate steps to enforce our rights. If
third parties infringe or misappropriate our copyrights, trademarks or other
proprietary information, our business could be seriously harmed. In addition,
other parties may assert infringement claims against us or claim that we have
violated their intellectual property rights. Such claims, even if not true,
could result in significant legal and other costs and may be a distraction to
management.

The eSolutions market subjects us to risks

Our growth could be impacted by the development of the market for eSolutions

We believe that the market developing for eSolutions is distinct from
traditional information technology and systems integration services markets,
which requires a different set of skills and capabilities. In contrast to
traditional information technology and systems integration services,
eSolutions combine Internet application development skills with business
intelligence and strategy focused on the client's customers. We cannot be
certain that a viable market for eSolutions will emerge or be sustainable. If
a viable and sustainable market for our eSolutions does not develop, our
growth could be negatively affected. Even if an eSolutions market develops, we
may not be able to differentiate our services from those of our competitors.
If we do not differentiate our services, our revenue growth and operating
margins may decline.

Our business will be harmed if the growth of commerce on the Internet is
slower than expected

If commerce on the Internet does not continue to grow, or grows more slowly
than expected, our growth would decline and our business would be harmed. The
widespread acceptance and

8
<PAGE>

adoption of the Internet for conducting business is likely only in the event
that the Internet provides businesses with greater efficiencies and operating
improvements.

Competition could result in price reductions, reduced profitability and loss
of market share

Competition in the eSolutions market and its component markets is intense.
If we fail to compete successfully, our business could be seriously harmed. Our
current competitors include, and may in the future include, the following:

. emerging Web consulting firms such as Agency.com, Proxicom,
Razorfish, Scient and Viant, which are focused on Internet-based,
electronic business and digital business solutions;

. systems integrators such as Andersen Consulting, Ernst & Young,
PricewaterhouseCoopers and Sapient;

. strategy and management consulting firms such as Bain, Boston
Consulting Group, Diamond Technology Partners and McKinsey;

. regional specialized information technology firms;

. vendor-based services organizations of companies such as IBM and
Oracle; and

. internal management and information technology departments of
current and future client organizations.

Many of our competitors are larger and have greater financial, technical,
marketing and public relations resources, larger client bases and greater brand
or name recognition than us. As a result, our competitors may be better able to
finance acquisitions or internal growth or respond to technological changes or
client needs.

Current and potential competitors also have established or may establish
cooperative relationships among themselves or with third parties to increase
their ability to address client needs. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. In addition, some of our competitors may develop
services that are superior to, or have greater market acceptance than, the
services that we offer.

Year 2000 issues could adversely affect our business

Many of our clients and potential clients have limited information
technology budgets, and a substantial portion of their budgeted expenses
through December 31, 1999, and potentially beyond, are for Year 2000
remediation and compliance projects. As our clients focus on Year 2000 issues,
the amount available to our clients for funding the typical projects we
undertake may be limited, which may result in fewer projects, especially large-
scale, complex projects. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Year 2000 Readiness."

The Year 2000 problem may also affect software or code that we develop or
third-party software products that are incorporated into the eSolutions we
create for our clients. Our clients license software directly from third
parties, and we do not guarantee that the software licensed from these
suppliers is Year 2000 compliant. However, any failure on our part to provide
Year 2000 compliant eSolutions to our clients could result in financial loss,
harm to our reputation and liability to others and could seriously harm our
business, financial condition and operating results.

9
<PAGE>

Our business will be negatively affected if we do not keep pace with the
latest technological changes and client preferences

Our market and the leading technologies used by our clients are
characterized by rapid technological change. If we are unable to respond
successfully to these technological developments or do not respond in a timely
or cost-effective way, our business and operating results will be seriously
harmed. We have derived a substantial portion of our revenues from eSolutions
based upon the Internet and other leading information technologies. As a
result, our success will depend, in part, on our ability to offer services that
keep pace with continuing changes in technology, evolving industry standards
and changing client preferences. In addition, we must recruit and retain
professionals who are apprised of technological advances and developments so
that they can fulfill the increasingly sophisticated needs of our clients.

The ownership of our common stock is subject to risks in connection with this
offering

Our quarterly revenues and operating results could be volatile and may cause
our stock price to fluctuate

Our quarterly revenues and operating results may fluctuate significantly in
the future. Our operating results could be volatile and difficult to predict.
As a result, period-to-period comparisons of our operating results may not be a
good indication of our future performance. In addition, operating expenses may
increase in each quarter ending September 30, both on absolute terms and as a
percentage of revenues, due to the potential hiring of large numbers of recent
college graduates each year, which results in increased salary expenses before
such new employees begin to generate substantial revenues.

A significant portion of our operating expenses, such as personnel and
facilities costs, are fixed in the short term. We have hired a large number of
personnel in core support services, including technology infrastructure,
recruiting, business development, finance and administration, in order to
support our anticipated growth. Therefore, any failure to generate revenues
according to our expectations in a particular quarter could result in losses
for the quarter. In addition, our future quarterly operating results may not
meet the expectations of securities analysts or investors, which in turn may
have an adverse effect on the market price of our common stock. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Our officers and directors own 71.7% of our stock and could control matters
submitted to stockholders

Upon completion of this offering, our directors, executive officers and
their affiliates will beneficially own, in the aggregate, 71.7% of our
outstanding common stock, or 67.2% if the underwriters exercise their over-
allotment option. Steven J. Braun, our President and Chief Executive Officer,
will beneficially own approximately 55.8% of our outstanding common stock, or
% if the underwriters exercise their over-allotment option. As a result,
these stockholders will be able to exercise control over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control of Braun
Consulting. See "Principal and Selling Stockholders."

10
<PAGE>

We have various mechanisms in place that may prevent a change in control that
a stockholder may consider favorable

Our certificate of incorporation and bylaws may discourage, delay or
prevent a change in control of Braun Consulting that a stockholder may
consider favorable. Our certificate of incorporation and bylaws:

. authorize the issuance of "blank check" preferred stock that could
be issued by our board of directors to increase the number of
outstanding shares and thwart a takeover attempt;

. classify the board of directors with staggered, three-year terms,
which may lengthen the time required to gain control of our board
of directors;

. prohibit cumulative voting in the election of directors, which
would otherwise allow less than a majority of stockholders to elect
director candidates;

. require super-majority voting to effect amendments to our
certificate of incorporation and bylaws;

. limit who may call special meetings of stockholders;

. prohibit stockholder action by written consent, which requires all
actions to be taken at a meeting of the stockholders;

. establish advance notice requirements for nominating candidates for
election to the board of directors or for proposing matters that
can be acted upon by stockholders at stockholder meetings;

. require that vacancies on the board of directors, including newly-
created directorships, be filled only by a majority of directors
then in office; and

. provide that directors may be removed only for cause and only by
the affirmative vote of at least 66 2/3% of the outstanding shares
of voting stock voting together as a single class.

In addition, Section 203 of the Delaware General Corporation Law may
discourage, delay or prevent a change in control of Braun Consulting by
prohibiting a publicly held Delaware corporation from engaging in a business
combination with an interested stockholder for a period of three years after
the person becomes an interested stockholder. See "Description of Capital
Stock--Delaware Anti-Takeover Law and Certain Charter Provisions."

Investors will experience immediate and substantial dilution

The initial public offering price of our common stock will be substantially
higher than the book value per share of the outstanding common stock. As a
result, if we were liquidated for book value immediately following this
offering, each stockholder purchasing in this offering would receive $8.49
less than the price paid for the common stock.

Shares becoming available for sale could affect our stock price and dilute
your ownership in us

Sales of a substantial number of shares of our common stock, including
shares issued upon the exercise of outstanding options, in the public market
after this offering could cause the market price

11
<PAGE>

of our common stock to fall. Such sales could also impair our ability to raise
capital through the sale of additional equity securities. For a description of
the shares of our common stock that are available for future sale, see "Shares
Eligible for Future Sale."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial
risks and uncertainties. You can identify these statements by forward-looking
words such as "may," "will," "expect," "anticipate," "believe," "estimate,"
"plan," "intend" and "continue" or similar words. You should read statements
that contain these words carefully because they discuss our future
expectations, contain projections of our future results of operations or of our
financial condition or state other "forward-looking" information. This
prospectus also contains third-party estimates regarding the size and growth of
markets and Internet usage in general.

You should not place undue reliance on these forward-looking statements. The
sections captioned "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," as well as any cautionary
language in this prospectus, provide examples of risks, uncertainties and
events that may cause our actual results to differ materially from the
expectations.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. We are under no duty to update any of
the forward-looking statements after the date of this prospectus or to conform
these statements to actual results or to changes in our expectations, except
with respect to material developments related to previously disclosed
information.

12
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 with respect to the common stock being sold in this
offering. This prospectus constitutes a part of that registration statement.
This prospectus does not contain all the information set forth in the
registration statement and the exhibits and schedules to the registration
statement, because some parts have been omitted in accordance with the rules
and regulations of the Commission. For further information with respect to us
and our common stock being sold in this offering, you should refer to the
registration statement and the exhibits and schedules filed as part of the
registration statement. Statements contained in this prospectus regarding the
contents of any agreement, contract or other document referred to are not
necessarily complete; reference is made in each case to the copy of the
contract or document filed as an exhibit to the registration statement. Each
statement is qualified in all respects by reference to the exhibit. You may
inspect a copy of the registration statement without charge at the Commission's
principal office in Washington, D.C. and obtain copies of all or any part
thereof, upon payment of certain fees, from the Commission's Public Reference
Room at the Commission's principal office, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at the Commission's regional offices in New York, located at 7
World Trade Center, Suite 1300, New York, New York 10048, or in Chicago,
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You
may obtain information regarding the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The Commission's World Wide Web address is www.sec.gov.

We intend to furnish holders of our common stock with annual reports
containing, among other information, audited financial statements certified by
an independent public accounting firm and quarterly reports containing
unaudited condensed financial information for the first three quarters of each
fiscal year. We intend to furnish such other reports as we may determine or as
may be required by law.

CORPORATE INFORMATION

Braun Consulting, Inc. was incorporated as RNW, Inc. on April 20, 1990. In
May 1993, RNW, Inc. changed its name to Shepro Braun Consulting, Inc., and
subsequently changed its name to Braun Consulting, Inc. We will reincorporate
in Delaware prior to the consummation of this offering. References in this
prospectus to "Braun Consulting," "we," "our" and "us" refer to Braun
Consulting, Inc., a Delaware corporation, and its subsidiaries, including
Vertex Partners, and predecessors. Braun Consulting's principal executive
offices are located at 30 West Monroe, Suite 300, Chicago, Illinois, 60603, and
our telephone number is (312) 984-7000. We invite you to visit our Internet
site at www.braunconsult.com. The information contained on our Internet site is
not incorporated in this prospectus.

13
<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of the 4,100,000 shares of common stock
offered by us will be approximately $40.9 million, assuming an initial public
offering price of $11.00 per share and after deducting the estimated
underwriting discounts and commissions and offering expenses. We will not
receive any proceeds from the sale of common stock by the selling stockholders.

The primary purposes of this offering are to obtain additional capital,
create a public market for our common stock and facilitate future access to
public markets. We expect to use the net proceeds from this offering for:

. the payment of S corporation distributions of approximately $2.5 million;

. the retirement of approximately $3.5 million of existing indebtedness;

. possible strategic acquisitions; and

. working capital and other general corporate purposes.

After this offering, the S corporation distributions will be made to our
existing stockholders in an amount that approximates taxes required to be paid
currently by the stockholders on S corporation earnings and certain taxed but
undistributed earnings through the termination of our status as an S
corporation.

We expect to use a portion of the net proceeds to retire approximately $3.5
million of existing indebtedness from our two lines of credit, which
indebtedness was used for working capital requirements. One line of credit
matures January 31, 2000 and bears interest at the bank's prime rate, which is
currently 8.00%. The other line of credit matures August 31, 1999 and bears
interest at the bank's prime rate, which is currently 8.00%, plus 1%. We expect
to renew these lines of credit upon their expiration.

We actively seek to acquire businesses. We acquired Vertex Partners on
May 4, 1999. We currently have no other understandings, commitments or
agreements to make any additional acquisitions.

Management will have broad discretion in the allocation of the net proceeds
after payment of the S corporation distributions and the retirement of debt.
Pending such uses, the proceeds of this offering will be invested in short-
term, investment grade, interest-bearing securities.

DIVIDEND POLICY

We currently intend to retain our future earnings to finance the operation
and expansion of our business and we do not anticipate paying cash dividends on
our common stock in the foreseeable future. Any future determination as to the
payment of dividends will be at the discretion of our board of directors.

Prior to this offering, we operated as an S corporation and were not subject
to federal and certain state income taxes. As a result, our net income for
federal and state income tax purposes was reported by and taxed directly to our
stockholders. We have made cash distributions to our stockholders in amounts
equal to previously taxed but undistributed S corporation earnings, as adjusted
to include our taxable income, less any state income tax payable by us with
respect to such income.

14
<PAGE>

CAPITALIZATION

The following table presents our cash position and total capitalization as
of May 4, 1999 (1) on an actual basis, (2) on a pro forma basis to give effect
to the S corporation distribution of approximately $2.5 million to our current
stockholders and a nonrecurring tax liability, which would have been $3.1
million had the termination of our S corporation status occurred as of May 4,
1999 and (3) on a pro forma as adjusted basis to reflect the sale of 4,100,000
shares of common stock by us in this offering at an assumed initial public
offering price of $11.00 per share and the application of the net proceeds in
the manner described in "Use of Proceeds." You should read the following
information in connection with our Consolidated Financial Statements and the
Notes thereto beginning on page F-1 of this prospectus.

<TABLE>
<CAPTION>
As of May 4, 1999
------------------------
Pro
Pro Forma as
Actual Forma Adjusted
(In thousands, except
share and per share
data)
<S> <C> <C> <C>
Cash................................................. $ 605 $ 605 $ 35,569
====== ====== ========
Short-term debt...................................... $3,479 $3,479 $ --
====== ====== ========
Long-term debt....................................... -- -- --
Stockholders' equity:
Preferred stock, none (actual); $0.001 par value,
10,000,000 shares authorized; none outstanding
(pro forma and pro forma as adjusted)............. -- -- --
Common stock, no par value (actual); $0.001 par
value (pro forma and pro forma as adjusted);
100,000,000 shares authorized (actual); 50,000,000
shares authorized (pro forma and pro forma as
adjusted); 12,329,466 shares outstanding (actual
and pro forma); 16,429,466 shares outstanding (pro
forma as adjusted)(a)............................. $ 448 $ 381 $ 41,324
Notes receivable from stockholders................. (38) (38) (38)
Retained earnings.................................. 4,631 -- --
------ ------ --------
Total stockholders' equity....................... 5,041 343 41,286
------ ------ --------
Total capitalization........................... $5,041 $ 343 $ 41,286
====== ====== ========
</TABLE>
- ---------------------

15
<PAGE>

DILUTION

As of May 4, 1999, our net tangible book value was approximately $5.0
million, or approximately $0.40 per share. Net tangible book value per share is
determined by dividing our net tangible book value (total net tangible assets
less total liabilities) by the number of shares of common stock outstanding.
After giving effect to (1) the sale of the shares of common stock offered in
this offering at an assumed initial public offering price of $11.00 per share
and after deducting the estimated underwriting discounts and commissions and
offering expenses, (2) the distribution of approximately $2.5 million to our
current stockholders which approximates the estimated taxes required to be paid
currently by the stockholders on S corporation earnings and certain taxed but
undistributed earnings through the termination of our status as an S
corporation and (3) the recognition of a nonrecurring tax liability, which
would have been $3.1 million had the termination of our S corporation status
occurred as of May 4, 1999, our pro forma tangible book value as of May 4, 1999
would have been $41.2 million, or $2.51 per share. This represents an immediate
increase in net tangible book value of $2.11 per share to our stockholders and
an immediate dilution in net tangible book value of $8.49 per share to new
investors purchasing shares in this offering. The following table illustrates
this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share................... $11.00
------
Net tangible book value per share as of May 4, 1999............. $0.40
Increase in net tangible book value per share attributable to
new stockholders............................................... 2.11
-----
Pro forma net tangible book value per share after this offering... 2.51
------
Dilution per share to new stockholders............................ $ 8.49
======
</TABLE>

The following table summarizes, on a pro forma basis as of May 4, 1999, the
number of shares of common stock purchased from us, the total consideration
paid to us and the average price per share paid to us by the existing holders
of common stock and by the new stockholders purchasing shares of common stock
offered by us (at an assumed initial public offering price of $11.00 per
share), before deducting the underwriting discounts and commissions and
estimated offering expenses payable by us.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------ ------------------- Average Price
Number Percent Amount Percent Per Share
<S> <C> <C> <C> <C> <C>
Existing stockholders..... 12,329,466 75.0% $ 410,000 0.9% $ 0.03
New stockholders.......... 4,100,000 25.0 45,100,000 99.1 11.00
---------- ----- ----------- -----
Total................. 16,429,466 100.0% $45,510,000 100.0%
========== ===== =========== =====
</TABLE>

The foregoing table excludes (1) options outstanding as of May 4, 1999 to
purchase 1,457,338 shares of common stock at a weighted average exercise price
of $2.13 per share and (2) 2,047,182 shares of common stock reserved as of May
4, 1999 for issuance upon exercise of options that may be granted in the future
under our stock plans. See "Management--Stock Plans."

16
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The balance sheet data as of
December 31, 1997 and 1998 and the statement of income data for the years ended
December 31, 1996, 1997 and 1998 have been derived from the Consolidated
Financial Statements for such years, which have been audited by Deloitte &
Touche LLP, independent auditors. The balance sheet data as of December 31,
1994, 1995 and 1996 and the statement of income data for the years ended
December 31, 1994 and 1995 are derived from the Consolidated Financial
Statements for such years which are unaudited. The balance sheet data as of May
4, 1999 and the statement of income data for the periods from January 1 through
May 4, 1998 and 1999 are derived from our unaudited Consolidated Financial
Statements, which management believes include all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation.

<TABLE>
<CAPTION>
Periods From
January 1
Years Ended December 31, Through May 4,
-------------------------------------- ---------------
1994 1995 1996 1997 1998 1998 1999
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Revenues:
Consulting services.... $5,148 $8,341 $10,840 $17,444 $26,907 $7,668 $13,164
Product sales.......... 290 94 432 2,064 955 659 410
------ ------ ------- ------- ------- ------ -------
Total revenues....... 5,438 8,435 11,272 19,508 27,862 8,327 13,574
Costs and expenses:
Project personnel and
expenses.............. 3,199 5,092 6,346 10,161 16,072 4,625 7,222
Cost of products sold.. 232 93 470 2,032 884 564 361
Selling and marketing
expenses.............. 265 201 275 1,111 2,303 735 1,224
General and
administrative
expenses.............. 1,208 2,337 2,484 4,345 7,777 2,346 3,336
------ ------ ------- ------- ------- ------ -------
Total costs and
expenses............ 4,904 7,723 9,575 17,649 27,036 8,270 12,143
------ ------ ------- ------- ------- ------ -------
Operating income........ 534 712 1,697 1,859 826 57 1,431
Interest expense-net.... 13 65 39 59 121 35 59
------ ------ ------- ------- ------- ------ -------
Income from continuing
operations............. 521 647 1,658 1,800 705 22 1,372
Income (loss) from
discontinued
operations............. -- -- 1 (84) (101) (76) --
Gain on sale of
discontinued
operations............. -- -- -- -- 254 -- --
------ ------ ------- ------- ------- ------ -------
Income (loss) before
provision for income
taxes.................. 521 647 1,659 1,716 858 (54) 1,372
Provision (benefit) for
state income taxes..... -- -- -- 81 (3) -- --
------ ------ ------- ------- ------- ------ -------
Net income (loss)....... $ 521 $ 647 $ 1,659 $ 1,635 $ 861 $ (54) $ 1,372
====== ====== ======= ======= ======= ====== =======
Pro forma provision
(benefit) for income
taxes (a).............. $ 225 $ 289 $ 684 $ 702 $ 457 $ (23) $ 549
------ ------ ------- ------- ------- ------ -------
Pro forma net income
(loss) (a)............. $ 296 $ 358 $ 975 $ 1,014 $ 401 $ (31) $ 823
====== ====== ======= ======= ======= ====== =======
Pro forma earnings
(loss) per share (b):
Basic.................. $ 0.03 $(0.00) $ 0.07
Diluted................ 0.03 (0.00) 0.06
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of May 4, 1999
---------------------------------- --------------------
1994 1995 1996 1997 1998 Actual Pro forma(c)
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash.................... $ 177 $ 75 $ 121 $ 953 $ 570 $ 605 $ 605
Total assets............ 1,587 2,567 4,087 7,351 9,845 13,180 13,180
Total debt.............. 311 695 953 1,851 2,745 3,479 3,479
Stockholders' equity.... 1,258 1,452 1,824 2,707 3,627 5,041 343
</TABLE>
- ---------------------

17
<PAGE>

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

The following section should be read in conjunction with Braun Consulting's
Consolidated Financial Statements and Notes thereto beginning on page F-1 of
this prospectus. In addition to historical information, this discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions which could cause actual results to differ materially from
management's expectations. Factors that could cause such differences include
those discussed in "Risk Factors."

Overview

We derive substantially all of our revenues from fees for consulting
services, the majority of which are billed on a time-and-materials basis.
Invoices are typically issued bi-weekly to monitor client satisfaction and
manage outstanding accounts receivable balances. Revenues on time-and-materials
contracts are recognized as the services are provided. A percentage of our
projects are billed on a fixed-price basis, which is distinguishable from the
general method of billing on a time-and-materials basis. We recognize revenue
on fixed-price projects as services are performed over the life of the
contract. Losses on contracts, if any, are provided for in full in the period
when determined. Approximately 26% of our revenues in 1998 were derived from
fixed-price contracts, and we anticipate a larger percentage of our revenues to
be derived from fixed-price contracts in the future. Fixed-price contracts are
attractive to clients, and while subject to increased risks, provide
opportunities for increased margins.

We also realize a limited amount of revenue from product sales as a value-
added reseller of software products. We currently resell software products
primarily as an accommodation to clients who prefer to retain a single-source
provider and we anticipate that product sales will continue to decline as a
percentage of revenues.

Braun Consulting's historical revenue growth is attributable to various
factors, including an increase in the size and number of projects for existing
and new clients, including international projects. Existing clients from the
previous fiscal year generated approximately 76% of our revenues in 1998 and
approximately 66% of our revenues in 1997. We have also expanded our geographic
presence by opening offices in Cleveland, Dallas, Denver, Detroit and Grand
Rapids in 1998 and in Indianapolis, Minneapolis and St. Louis in 1997. We
manage our client development efforts through several strategic service groups,
each having specific geographic responsibility and focus. As of May 4, 1999, we
had 283 employees.

Our most significant expense is project personnel and expenses, which
consists primarily of project personnel salaries and benefits, and non-
reimbursed direct expenses incurred to complete projects. We have sought to
manage our costs by adding a variable portion of employee compensation payable
upon the achievement of measurable performance goals.

18
<PAGE>

Braun Consulting's project personnel and expenses as a percentage of
revenues are also related to our consultant utilization. We manage utilization
by monitoring project requirements and timetables. The number of consultants
assigned to a project will vary according to the size, complexity, duration and
demands of the project. Project completions and scheduling delays may result in
periods when consultants are not fully utilized. An unanticipated termination
of a significant project could also cause us to experience lower consultant
utilization, resulting in a higher than expected number of unassigned
consultants. In addition, we do not fully utilize our consulting personnel on
billable projects during the initial months of their employment. During that
time they undergo training and become integrated into our operations.

To sustain our growth and profitability, we have made and continue to make
substantial investments in infrastructure, including senior management and
other experienced administrative personnel, experienced business development
managers and an advanced management reporting system.

Selling and marketing expenses and general and administrative expenses
include the costs of recruiting, continuing education, marketing, facilities,
equipment depreciation, administration, benefits and executive compensation
consisting of salaries, formula bonuses and discretionary bonuses. We continue
to incur increased rent associated with our growth and the opening of new
offices.

Prior to this offering, Braun Consulting was treated as an S corporation for
federal income tax purposes under the Internal Revenue Code and for certain
state income tax purposes. As a result, substantially all of the income of
Braun Consulting during this period was taxed directly to our stockholders
rather than to Braun Consulting. The pro forma statement of income data
reflects an adjustment for federal and state income taxes for each of the five
years in the period ended December 31, 1998 and for the periods from January 1
through May 4, 1998 and 1999, assuming Braun Consulting had been operating as a
C corporation during such period.

Recent Developments

In May 1999, Braun Consulting acquired Vertex Partners by exchanging 12.3%
of our common stock prior to this offering for all of the common stock of
Vertex Partners. Vertex Partners is a professional services provider that
designs and implements customer-focused strategies for its clients. We
accounted for this transaction using the pooling-of-interests method of
accounting. All prior period financial statements have been restated to include
Vertex Partners' results of operations, financial position and cash flows.

19
<PAGE>

Results of Operations

The following table sets forth, for the periods indicated, selected
statement of income data as a percentage of total revenues:
<TABLE>
<CAPTION>
Periods
From
January 1
Years Ended Through
December 31, May 4,
------------------- -------------
1996 1997 1998 1998 1999
<S> <C> <C> <C> <C> <C>
Revenues:
Consulting services....................... 96.2% 89.4% 96.6% 92.1% 97.0%
Product sales............................. 3.8 10.6 3.4 7.9 3.0
----- ----- ----- ----- -----
Total revenues........................... 100.0 100.0 100.0 100.0 100.0
Costs and expenses:
Project personnel and expenses............ 56.3 52.1 57.6 55.5 53.2
Cost of products sold..................... 4.2 10.4 3.2 6.8 2.7
Selling and marketing expenses............ 2.4 5.7 8.3 8.8 9.0
General and administrative expenses....... 22.0 22.3 27.9 28.2 24.6
----- ----- ----- ----- -----
Total costs and expenses................. 84.9 90.5 97.0 99.3 89.5
----- ----- ----- ----- -----
Operating income........................... 15.1 9.5 3.0 0.7 10.5
Interest expense-net....................... 0.4 0.3 0.4 0.4 0.4
----- ----- ----- ----- -----
Income from continuing operations.......... 14.7 9.2 2.6 0.3 10.1
Income (loss) from discontinued operations. 0.0 (0.4) (0.4) (0.9) --
Gain on sale of discontinued operations.... -- -- 0.9 -- --
----- ----- ----- ----- -----
Income (loss) before provision for income
taxes..................................... 14.7 8.8 3.1 (0.6) 10.1
Provision (benefit) for state income taxes. -- 0.4 (0.0) -- --
----- ----- ----- ----- -----
Net income (loss).......................... 14.7% 8.4% 3.1% (0.6)% 10.1%
===== ===== ===== ===== =====
Pro forma provision (benefit) for income
taxes..................................... 6.1% 3.6% 1.7% (0.3)% 4.0%
----- ----- ----- ----- -----
Pro forma net income (loss)................ 8.6% 5.2% 1.4% (0.3)% 6.1%
===== ===== ===== ===== =====
</TABLE>

Period from January 1 through May 4, 1999 Compared to Period from January 1
through May 4, 1998

Total Revenues. Total revenues increased 63.0% to $13.6 million for the
period from January 1, 1999 through May 4, 1999 from $8.3 million for the
period from January 1, 1998 through May 4, 1998. Consulting services increased
71.7% to $13.2 million for the period from January 1, 1999 through May 4, 1999
from $7.7 million for the period from January 1, 1998 through May 4, 1998. The
increase in consulting services primarily reflected increases in the volume of
services provided to existing and new clients. During 1998, we decreased our
focus on product sales, but still sell some products as an accommodation to
clients. As a result, our product sales declined for the period from January 1,
1999 through May 4, 1999 compared to the same period for the prior year.

Project Personnel and Expenses. Project personnel and expenses consist
primarily of salaries and employee benefits for personnel dedicated to client
projects, including non-billable and training time, and non-reimbursed direct
expenses incurred to complete projects. These costs represent the most
significant expense we incur in providing our services. Project personnel and
expenses increased 56.2% to $7.2 million for the period from January 1, 1999
through May 4, 1999 from $4.6 million for the period from January 1, 1998
through May 4, 1998. The increase in project personnel and expenses for the
period from January 1, 1999 through May 4, 1999 was due primarily to an
increase in project personnel to 220 as of May 4, 1999 as compared to 148 as of
May 4, 1998. Project personnel and expenses decreased as a percentage of
consulting services to 54.9% for the

20
<PAGE>

period from January 1, 1999 through May 4, 1999 from 60.3% for the period from
January 1, 1998 through May 4, 1998.

Selling and Marketing Expenses. Selling and marketing expenses consist
primarily of salaries, employee benefits and travel costs of selling and
marketing personnel and promotional costs. Selling and marketing expenses
increased 66.5% to $1.2 million for the period from January 1, 1999 through
May 4, 1999 from $735,000 for the period from January 1, 1998 through May 4,
1998. The increase was due primarily to our decision to expand our selling and
marketing group to 20 employees as of May 4, 1999 compared to 13 employees as
of May 4, 1998, and the funding of business development costs to increase our
lead generation activities and broaden our market awareness and customer base.
Selling and marketing expenses decreased as a percentage of consulting services
to 9.3% for the period from January 1, 1999 through May 4, 1999 from 9.6% for
the period from January 1, 1998 through May 4, 1998.

General and Administrative Expenses. General and administrative expenses
consist primarily of costs associated with our executive management, finance
and administrative groups, including personnel devoted to recruiting and
employee retention, training, and occupancy costs, including depreciation,
amortization, office equipment leases, travel and all other branch and
corporate costs. General and administrative expenses increased 42.2% to $3.3
million for the period from January 1, 1999 through May 4, 1999 from $2.3
million for the period from January 1, 1998 through May 4, 1998. The increase
in general and administrative expenses for the period from January 1, 1999
through May 4, 1999 compared to the period from January 1, 1998 through May 4,
1998 was due to the costs associated with the additional employees hired in the
period from January 1, 1999 through May 4, 1999. Our total general and
administrative headcount increased to 43 employees as of May 4, 1999 compared
to 27 employees as of May 4, 1998. Facilities costs also increased for the
period from January 1, 1999 through May 4, 1999 due to new offices opened in
Cleveland, Dallas and Grand Rapids after May 4, 1998 and expanded offices in
Chicago and Indianapolis after May 4, 1998.

Interest Expense-Net. Interest expense, net of interest income, increased
68.6% to $59,000 for the period from January 1, 1999 through May 4, 1999 from
$35,000 for the period from January 1, 1998 through May 4, 1998. The increase
in net interest expense was due primarily to increased borrowings under our
line of credit during the period from January 1, 1999 through May 4, 1999 to
support our growth.

Pro Forma Provision for Income Taxes. The pro forma provision for income
taxes for the period from January 1 through May 4, 1999 was $549,000 as
compared to a benefit of $23,000 for the period from January 1 through May 4,
1998. The effective tax rate for the period from January 1, 1999 through May 4,
1999 was 40.0% as compared to 42.6% for the period from January 1, 1998 through
May 4, 1998.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Total Revenues. Total revenues increased 42.8% to $27.9 million in 1998 from
$19.5 million in 1997. Consulting services increased 54.2% to $26.9 million in
1998 from $17.4 million in 1997. The increase in consulting services primarily
reflected increases in the volume of services provided to existing and new
clients. Product sales declined resulting from our increased emphasis on
growing consulting services in the period. In 1998, we decreased our focus on
product sales because product sales margins did not justify the increased
effort.

Project Personnel and Expenses. Project personnel and expenses increased
58.2% to $16.1 million in 1998 from $10.2 million in 1997. Project personnel
and expenses increased as a percentage of consulting services to 59.7% in 1998
from 58.2% in 1997. The increase in project

21
<PAGE>

personnel and expenses for 1998 was due primarily to an increase in project
personnel to 207 at December 31, 1998 from 133 at December 31, 1997.

Selling and Marketing Expenses. Selling and marketing expenses increased
107.3% to $2.3 million in 1998 from $1.1 million in 1997. Selling and marketing
expenses increased as a percentage of consulting services to 8.6% in 1998 from
6.4% in 1997. The increase was due primarily to our decision to expand the
selling and marketing group to 16 employees at December 31, 1998 from 11
employees at December 31, 1997, and the funding of business development costs
to increase our lead generation activities and broaden our market awareness and
customer base.

General and Administrative Expenses. General and administrative expenses
increased 79.0% to $7.8 million in 1998 from $4.3 million in 1997. General and
administrative expenses increased as a percentage of consulting services to
28.9% in 1998 from 24.9% in 1997. The increase in general and administrative
expenses for 1998 compared to 1997 was due to the costs associated with the
additional employees hired during 1998, including experienced personnel in
Human Resources, Finance, Recruiting, Internal Systems and Executive
Management. Our total general and administrative headcount increased to 40
employees at December 31, 1998 from 21 employees at December 31, 1997.
Facilities costs also increased in 1998 due to new offices opened in Cleveland,
Dallas, Denver, Detroit and Grand Rapids and expanded offices in Chicago,
Indianapolis and Minneapolis.

Interest Expense-Net. Interest expense, net of interest income, increased
105.1% to $121,000 in 1998 from $59,000 in 1997. The increase in net interest
expense was due primarily to increased borrowings under our line of credit
during 1998 to support our growth.

Pro Forma Provision for Income Taxes. The pro forma provision for income
taxes for 1998 was $457,000 as compared to $702,000 for 1997. The effective tax
rate for 1998 was 53.3% as compared to 40.9% for 1997.

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

Total Revenues. Total revenues increased 73.1% to $19.5 million in 1997 from
$11.3 million in 1996. Consulting services increased 60.9% to $17.4 million in
1997 from $10.8 million in 1996. The increase in consulting services reflected
increases in the volume of services provided to existing and new clients.

Project Personnel and Expenses. Project personnel and expenses increased
60.1% to $10.2 million in 1997 from $6.3 million in 1996. Project personnel and
expenses decreased as a percentage of consulting services to 58.2% in 1997 from
58.5% in 1996. The increase in project personnel and expenses for 1997 was due
primarily to an increase in project personnel to 133 at December 31, 1997 from
81 at December 31, 1996.

Selling and Marketing Expenses. Selling and marketing expenses increased
304.0% to $1.1 million in 1997 from $275,000 in 1996. Selling and marketing
expenses increased as a percentage of consulting services to 6.4% in 1997 from
2.5% in 1996. The increase was due primarily to our decision to expand our
selling and marketing group to 11 employees at December 31, 1997 from four
employees at December 31, 1996.

General and Administrative Expenses. General and administrative expenses
increased 74.9% to $4.3 million in 1997 from $2.5 million in 1996. General and
administrative expenses increased as a percentage of consulting services to
24.9% in 1997 from 22.9% in 1996. The increase in general and administrative
expenses for 1997 compared to 1996 was due primarily to the costs associated
with the additional employees hired during 1997. Our total general and
administrative headcount increased to 21 employees at December 31, 1997 from 16
employees at December 31, 1996. In addition to increases in personnel, general
and administrative costs increased due to new offices opened in

22
<PAGE>

Indianapolis, Minneapolis and St. Louis and the leasing of additional office
space in Chicago, and related facility and equipment costs necessary to support
our growth.

Interest Expense-Net. Interest expense, net of interest income, increased
51.3% to $59,000 in 1997 from $39,000 in 1996. The increase in net interest
expense was due primarily to increased drawings under our line of credit during
1997 to support our growth.

Pro Forma Provision for Income Taxes. The pro forma provision for income
taxes for 1997 was $702,000 as compared to $684,000 for 1996. The effective tax
rate for 1997 was 40.9% as compared to 41.2% for 1996.

Quarterly Results of Operations

The following tables set forth unaudited quarterly financial data for the
periods indicated. We obtained this information from unaudited quarterly
consolidated financial statements and, in the opinion of our management, it
includes all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the financial results for the periods. Results of
operations for any previous quarters do not necessarily indicate results for
any future period.

<TABLE>
<CAPTION>
Quarters Ended
---------------------------------------------------------------------------
June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31,
1997 1997 1997 1998 1998 1998 1998 1999
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Revenues:
Consulting services.... $3,565 $4,751 $5,659 $5,666 $5,718 $7,098 $8,425 $ 9,632
Product sales.......... 294 1,027 152 520 301 97 37 400
------ ------ ------ ------ ------ ------ ------ -------
Total revenues....... 3,859 5,778 5,811 6,186 6,019 7,195 8,462 10,032
Costs and expenses:
Project personnel and
expenses.............. 2,388 2,793 3,048 3,303 3,867 4,151 4,751 5,463
Cost of products sold.. 289 1,011 150 480 277 94 33 352
Selling and marketing
expenses.............. 264 290 314 544 585 564 610 797
General and
administrative
expenses.............. 1,002 1,164 1,374 1,650 1,878 1,912 2,337 2,384
------ ------ ------ ------ ------ ------ ------ -------
Total costs and
expenses............ 3,943 5,258 4,886 5,977 6,607 6,721 7,731 8,996
------ ------ ------ ------ ------ ------ ------ -------
Operating income (loss). (84) 520 925 209 (588) 474 731 1,036
Interest expense-net.... 21 8 21 22 35 40 24 42
------ ------ ------ ------ ------ ------ ------ -------
Income (loss) from
continuing operations.. (105) 512 904 187 (623) 434 707 994
Discontinued operations. (21) (21) (21) (60) 213 -- -- --
------ ------ ------ ------ ------ ------ ------ -------
Income (loss) before
income taxes........... (126) 491 883 127 (410) 434 707 994
Provision (benefit) for
state income taxes..... (53) 9 106 (3) -- -- -- --
------ ------ ------ ------ ------ ------ ------ -------
Net income (loss)....... $ (73) $ 482 $ 777 $ 130 $ (410) $ 434 $ 707 $ 994
====== ====== ====== ====== ====== ====== ====== =======
Pro forma provision
(benefit) for income
taxes.................. $ (52) $ 201 $ 361 $ 66 $ (219) $ 232 $ 378 $ 398
------ ------ ------ ------ ------ ------ ------ -------
Pro forma net income
(loss) ................ $ (74) $ 290 $ 522 $ 61 $ (191) $ 202 $ 329 $ 596
====== ====== ====== ====== ====== ====== ====== =======
<CAPTION>
As a Percentage of
Revenues:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues:
Consulting services.... 92.4% 82.2% 97.4% 91.6% 95.0% 98.7% 99.6% 96.0%
Product sales.......... 7.6 17.8 2.6 8.4 5.0 1.3 0.4 4.0
------ ------ ------ ------ ------ ------ ------ -------
Total revenues....... 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Costs and expenses:
Project personnel and
expenses.............. 61.9 48.3 52.5 53.3 64.2 57.7 56.2 54.5
Cost of products sold.. 7.5 17.5 2.6 7.8 4.6 1.3 0.4 3.5
Selling and marketing
expenses.............. 6.8 5.0 5.4 8.8 9.7 7.8 7.2 7.9
General and
administrative
expenses.............. 26.0 20.2 23.6 26.7 31.2 26.6 27.6 23.8
------ ------ ------ ------ ------ ------ ------ -------
Total costs and
expenses............ 102.2 91.0 84.1 96.6 109.7 93.4 91.4 89.7
------ ------ ------ ------ ------ ------ ------ -------
Operating income (loss). (2.2) 9.0 15.9 3.4 (9.7) 6.6 8.6 10.3
Interest expense-net.... 0.5 0.1 0.4 0.4 0.6 0.6 0.2 0.4
------ ------ ------ ------ ------ ------ ------ -------
Income (loss) from
continuing operations.. (2.7) 8.9 15.5 3.0 (10.3) 6.0 8.4 9.9
Discontinued operations. (0.6) (0.4) (0.3) (0.9) 3.5 -- -- --
------ ------ ------ ------ ------ ------ ------ -------
Income (loss) before
income taxes........... (3.3) 8.5 15.2 2.1 (6.8) 6.0 8.4 9.9
Provision (benefit) for
state income taxes..... (1.4) 0.2 1.8 (0.0) -- -- -- --
------ ------ ------ ------ ------ ------ ------ -------
Net income (loss) ...... (1.9)% 8.3% 13.4% 2.1% (6.8)% 6.0% 8.4% 9.9%
====== ====== ====== ====== ====== ====== ====== =======
Pro forma provision
(benefit) for income
taxes.................. (1.4)% 3.5% 6.2% 1.1% (3.6)% 3.2% 4.5% 4.0%
------ ------ ------ ------ ------ ------ ------ -------
Pro forma net income
(loss)................. (1.9)% 5.0% 9.0% 1.0% (3.2)% 2.8% 3.9% 5.9%
====== ====== ====== ====== ====== ====== ====== =======
</TABLE>

23
<PAGE>

The establishment of new practice areas and the hiring of consultants in
peak hiring periods such as the addition of college recruits, have resulted in
periods of lower consultant utilization and resulting downward pressure on
margins until project volume increases in these areas. In the future, the
establishment of new practice specialties, as well as further geographic
expansion, could from time to time adversely affect utilization. Variations in
consultant utilization would result in quarterly variability of our cost of
services as a percentage of revenues. Our consultants are employed on a full-
time basis, and therefore we will, in the short-term, incur substantially all
of our employee-related costs even during periods of slow utilization. We
believe that period-to-period comparisons of our operating results are not
necessarily meaningful and that you should not rely on these comparisons as
indications of future performance.

Liquidity and Capital Resources

Braun Consulting has primarily funded its operations from cash flow
generated from operations. In addition, we maintain lines of credit providing
for borrowings of up to $3.95 million. The line of credit for $3.0 million
bears interest at the bank's prime rate and expires on January 31, 2000. The
line of credit for $950,000 bears interest at the bank's prime rate plus 1% and
expires on August 31, 1999. The terms of the lines of credit include certain
financial covenants. We expect to renew these lines of credit upon their
expiration. As of May 4, 1999, we had approximately $3.5 million of bank
borrowings outstanding. Capital expenditures of approximately $465,000 for the
period from January 1, 1999 through May 4, 1999 and approximately $1.5 million,
$697,000 and $320,000 for 1998, 1997 and 1996, respectively, were used
primarily for computers, office equipment and leasehold improvements related to
our growth.

Inflation did not have a material impact on Braun Consulting's revenues or
income from operations in 1998, 1997 and 1996, or the period from January 1,
1999 through May 4, 1999.

As of May 4, 1999, we had cash of $605,000, and we believe that the net
proceeds from the sale of the common stock offered hereby, together with cash
provided from operations, borrowings available under the lines of credit and
existing cash will be sufficient to meet working capital and capital
expenditure requirements for at least the next 24 months.

Year 2000 Readiness

On January 1, 2000, many computer systems and software products could fail
or malfunction because they may not be able to distinguish 21st century dates
from 20th century dates. As a result, computer systems and software used by
many companies, including us, our clients and our potential clients, may need
to be upgraded to comply with such "Year 2000" requirements.

We believe that our principal internal systems, including our hardware and
software, are Year 2000 compliant. We have reviewed Year 2000 issues with the
suppliers of our principal internal systems. Our review of our Year 2000
readiness programs, including our assessment of our internal systems as well as
those of third parties with whom we have material interactions, is complete.

24
<PAGE>

We have funded our Year 2000 plan from operating cash flows and have not
separately accounted for these costs in the past. To date, these costs have not
been material.

The Year 2000 problem may also affect software or code that we develop or
third-party software products that are incorporated into the eSolutions we
create for our clients. Our clients license software directly from third
parties and we do not guarantee that the software licensed from these suppliers
is Year 2000 compliant. However, any failure on our part to provide Year 2000
compliant eSolutions to our clients could result in financial loss, harm to our
reputation and liability to others and could seriously harm our business.

We do not currently have any information concerning the general Year 2000
compliance status of our clients, nor do we intend to examine our clients for
general Year 2000 compliance. If our clients are not Year 2000 compliant, they
may experience material costs to remedy problems, or they may face litigation
costs. In either case, Year 2000 issues could reduce or eliminate the budgets
that current or potential clients could have for purchases of our services. In
addition, we anticipate that many of our clients may limit eSolutions spending
as they attend to Year 2000 issues. As a result, our business, financial
condition and operating results could be harmed.

The most reasonably likely worst case scenario for Year 2000 problems for us
would be the system failure at a significant client or clients, which
interrupts our project work for an indefinite period of time. The failure of
any significant client to remedy the situation and renew our project work could
negatively impact our operating results.

Our Year 2000 contingency plan to address the most reasonably likely worst
case scenario is to maintain a significant number of projects at the end of
1999 so the potential loss of a significant client has a minimal effect on our
business.

Quantitative and Qualitative Disclosure About Market Risk

We may be exposed to market risk related to changes in interest rates. Our
borrowing arrangements are based on variable rates of varying maturities. At
this time, we have not entered into any interest rate risk arrangements. If
interest rates were to increase immediately and uniformly by 10% from levels as
of May 4, 1999, our net income would decrease by $27,500.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards, or SFAS, No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999, which will be
January 1, 2000 for us. SFAS No. 133 establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, collectively referred to as derivatives, and for
hedging activities. SFAS No. 133 requires the recognition of all derivatives as
either assets or liabilities in the statement of financial position and the
measurement of those instruments at fair value. We expect that the adoption of
SFAS No. 133 will not have a material impact on our financial position or
results of operations.

25
<PAGE>

BUSINESS

Overview

Braun Consulting delivers eSolutions to our clients by combining strategy,
business intelligence and advanced Internet application development skills.
Since 1993, we have provided services to more than 200 companies, primarily
Fortune 500 and middle-market clients.

Industry Background

Business and culture are changing due to advancements in the Internet and
the use of information and knowledge. Access to information is increasing, data
sources are growing exponentially, people are interacting online, and business
and customer information have emerged as a primary resource for competitive
advantage. Organizations in virtually every industry are seeking to improve the
ability of business professionals to make timely, fact-based business
decisions.

Industry leaders and innovators are increasingly dependent upon business-
critical knowledge to create markets, identify new customers, segment product
lines, drive profitability and retain repeat purchasers. In Post-Capitalist
Society, management expert Peter Drucker predicted the growing importance of
knowledge assets and stated, "Increasingly, there is less and less return on
the traditional resources: labor, land and (money) capital. The main producers
of wealth have become information and knowledge."

The Internet is expanding access to information and transforming the way
business is conducted with customers, partners, suppliers and other businesses.
Large-scale intranet systems within organizations enable new levels of
managing, creating and sharing knowledge and information. Web-based
applications and business solutions enable electronic commerce, drive new
information creation and increase the need to effectively access, utilize,
manage and store business and customer information. Business-to-business
extranet applications connecting partners and separate companies create new
relationships, growth opportunities and revenue streams.

International Data Corp. expects Internet users worldwide to surpass 500
million by 2003 from approximately 142 million in 1998. Concurrent with the
rapid growth in Internet use, companies are realizing the potential of Web-
based commerce, including both business-to-business and business-to-consumer
applications. International Data Corp. expects Web-based commerce to exceed $1
trillion worldwide by 2003. This explosive growth is driving demand by
businesses for Web-related services, which International Data Corp. predicts
will grow to $78.5 billion by 2003 from a base of $7.8 billion in 1998.

Organizations spend considerable effort and resources to gather and organize
data. Many have been unable to effectively achieve their goals without the
benefit of customer-focused business strategies using business intelligence and
leading information technologies such as the Internet. By focusing on the
design and development of business strategies, companies can respond to
changing markets and competitive pressures by taking advantage of the
investments they have made in information technology. As companies move beyond
urgent operational issues addressed by basic enterprise resource planning
applications and year 2000 remediation projects, focus is shifting to more
important strategic investments in knowledge systems. A June 1998 Information
Week survey

26
<PAGE>

of 250 information technology executives indicated that data warehousing, a
core element of business intelligence, is their top post-millennium technology
priority.

Many companies have failed to organize, manage and disseminate business data
in an accessible, intuitive manner. Companies use business intelligence to
create value from this data by better tailoring products and services,
identifying business opportunities and improving operational efficiencies. For
instance, in electronic commerce, companies can use business intelligence to
better manage customer relationships by analyzing past purchases, service
history, product usage and demographics. Consumer product companies and
retailers use business intelligence to determine which products to promote in
specific markets and channels. Companies engaged in supply chain management use
business intelligence to more efficiently manage product and material order
flow among distribution facilities, multiple plants and suppliers.

The effective allocation and use of knowledge and information in business
strategies focused on customers depends on an organization's capabilities in
business intelligence, including data warehousing, CRM and analytical
applications. Business intelligence solutions are part of the fundamental
infrastructure systems businesses need to succeed in a competitive marketplace.
International Data Corp. projects that data warehousing spending worldwide will
grow to $29.2 billion in 2002 from $11.5 billion in 1997. International Data
Corp. also projects that the CRM market will grow to $9.0 billion in 2002 from
approximately $1.4 billion in 1997 and that global investments in analytical
applications that drive business intelligence work will grow to $3.6 billion in
2002 from only $1.0 billion in 1997.

Turbulence and changes in previously established markets provide tremendous
opportunities for organizations that are insightful and focused on their
customers. In the new millennium, businesses working to attain competitive
advantage in changing markets will be compelled to use Web-based business
approaches and efficiently manage business and customer information. The
Internet combined with strategies focused on customers and business
intelligence will enable a new era of business.

The Braun Consulting Advantage

We believe clients that are dependent upon business and customer information
and effective use of the Internet will purchase eSolutions from qualified and
proven providers. Braun Consulting is well positioned to deliver eSolutions.
Our eSolutions are designed to provide a measurable return on a client's
investment by driving its revenue growth. We believe the following key
attributes differentiate us from the competition:

Comprehensive eSolutions Through our Transform Methodology

Our Transform methodology is a proprietary process used to deliver
professional services to clients. Through the Transform methodology, we deliver
eSolutions that integrate strategy and business intelligence with the Internet.
We provide large-scale, comprehensive eSolutions through cross-functional
project teams to Fortune 500 and middle-market companies. Our Transform
methodology begins with a customer-focused strategy and, with our full range of
business intelligence skill sets, continues through the implementation of
leading technologies including the Internet. Transform is designed to deliver
eSolutions on-time and on-budget.

27
<PAGE>

Experience in Business Intelligence

Our founders have been working for more than 15 years with technology that
makes business information meaningful and actionable. Our success has been
built upon eSolutions that effectively incorporate CRM, data warehousing and
analytical applications. Our business intelligence services enable our clients
to effectively manage business and customer information in order to:

. enhance information sharing;

. identify, predict and respond to customer and market trends; and

. make timely, fact-based business decisions.

Our expertise in business intelligence combined with our Internet focus
differentiates us from emerging Web design firms and traditional systems
integrators.

Expertise in Customer-Focused and Internet Business Strategies

We have extensive experience in designing customer-focused strategies that
drive revenue growth. We understand how to help clients recognize, pursue and
realize value from emerging customer and marketplace opportunities, including
the use of the Internet. Our customer-focused approach to business strategy,
combined with our expertise in CRM, enables clients to more effectively manage
customers as key assets, thereby:

. improving existing customer relationships;

. maximizing revenue per customer; and

. identifying potential new customers.

Internet and Information Technology Leadership

Braun Consulting helps its clients develop and integrate Web-based
technologies, including Internet, intranet and extranet applications. We are
also highly experienced at building the systems that provide the foundation for
our clients' critical electronic business activities. Our expertise in multiple
technologies and architectures allows us to choose unbiased technology
solutions for our clients. We continue to enhance our skills utilizing our
training and technology centers, which include both internal and external
training capabilities.

Growth Strategy

Braun Consulting's objective is to continue our growth by capitalizing on
our position as an eSolutions leader. Our strategies for achieving this
objective include:

Expanding and Developing our Client Base

Since 1993, we have provided services to more than 200 middle market and
Fortune 500 companies. We believe there is significant potential to expand the
complexity and scope of our relationships. We also believe that maintaining a
reputation for delivering innovative eSolutions and achieving high client
satisfaction will increase our ability to attract new clients through strong
references. We will continue to target new clients in industries and emerging
markets where success requires strategies focused on customers, business
intelligence and advanced Web capabilities.

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<PAGE>

Recruiting and Retaining Outstanding People

Exceptional people have been the cornerstone of our success. Our growth will
be fueled by continuously attracting outstanding professionals from industry,
other consulting organizations and selective colleges and universities. Our
recruiting model and comprehensive training curriculum allow us to prepare
recently hired employees to deliver high quality eSolutions under the guidance
of experienced management. Braun Consulting's culture includes a focus on
leading edge technologies, professional development programs, incentive-based
compensation and a balanced lifestyle. We believe this unique culture has
resulted in our low employee turnover, which was approximately 12% in 1998 and
1997.

Capitalizing on our Substantial Existing Infrastructure

Braun Consulting has developed significant infrastructure to support our
future growth, which includes the following:

. our senior management team averages more than 17 years experience in
providing professional services, including customer-focused strategy
services, business intelligence services and financial services;

. our team of experienced business development managers focuses on
expanding our business through increased sales and marketing
efforts;

. our advanced management reporting systems enable us to efficiently
track and deploy firm resources; and

. our Transform methodology incorporates a proprietary database that
stores knowledge gained in previous engagements, allowing us to
capture and develop firm-wide best practices in our areas of
expertise.

Pursuing Selected Acquisitions

Braun Consulting has senior management personnel focused on identifying and
evaluating potential acquisitions in order to:

. expand our expertise in new technologies;

. gain access to additional talented professionals;

. expand our geographic presence; and

. increase our client base.

eSolutions Services

Braun Consulting delivers comprehensive eSolutions by combining our
expertise in customer-focused strategy, business intelligence and Web
integration. We use our eSolutions services in whole or in part in all of our
engagements.

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<PAGE>

Customer and Internet Business Strategy

Braun Consulting's customer and Internet business strategy services focus on
helping clients achieve sustainable, profitable growth by recognizing and
realizing value from their customer base, customer trends and the Internet. We
understand that strategy and implementation are inseparable and that
performance improvement for any client is based on insightful assessment,
analysis and hands-on implementation. Our experienced consultants work with
clients' senior management teams in a collaborative approach that is built upon
joint accountability, effective project management and interactive working
relationships. Our strategy services include:

. Customer-Focused Strategy. We help our clients develop growth-
oriented strategies that enable them to more effectively manage
customers as key assets and focus on improving customer
relationships, maximizing revenue per customer and identifying
potential new customers.

. Internet Business Strategy. We help clients design and implement
Internet-driven market approaches designed to drive revenue growth
and improve profitability through electronic commerce, sales force
automation and interactive customer relationships.

Business Intelligence

Braun Consulting's business intelligence services enable clients to improve
growth and profitability by effectively managing business and customer
information with technologies that are Web-enabled. Our expertise in business
intelligence services consists of:

. Data Warehousing. We successfully build and deploy large-scale,
complex data warehouses, which are the basis for business
intelligence solutions. Data warehouses allow disparate sources of
data to be used throughout an enterprise. Effective data warehousing
overcomes issues presented by incompatible databases, geographic
separation and multiple technologies.

. Customer Relationship Management. We help clients to better
understand their customers' needs through effectively combining data
warehousing and analytical applications with innovative marketing
approaches. Our CRM expertise enables better assessment of customer
value, prospective customer opportunities and customer preferences
for new products and services.

. Analytical Applications. Our expertise in deploying and integrating
analytical applications allows clients to deliver meaningful
information to the desktops of managers. The information provided
allows for improved analyses and insightful decisions concerning
such items as market opportunity identification, customertrends,
budgeting and forecasting, product profitability and financial
consolidation.

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<PAGE>

Web Integration

Our Web integration services help clients to effectively manage the
interaction between their company and its customers, suppliers and employees.
The Web integration services we provide include:

. Electronic Commerce. Electronic commerce includes both business-to-
business and business-to-consumer applications. Our expertise with
leading business applications helps clients build and deploy systems
that allow online transactions with customers, suppliers and
partners.

. Internet, Intranet and Extranet. We have expertise in building Web-
based applications that span Internet-based interfaces, large-scale
internal intranets that connect departments and divisions within a
company and extranet systems that allow secured electronic access to
proprietary systems for authorized customers and partners. We
provide Web-based solutions using NT and Unix platforms.

. Front Office Automation. We help clients build and implement Web
integration systems that enable the effective information exchange
among geographically dispersed sales representatives, customer
service representatives and customers. We also have expertise in
helping clients effectively capture, store and utilize volumes of
data gathered through large-scale call center solutions.

. Supply Chain Management. Our expertise in supply chain management
applications provides our clients with leading-edge manufacturing
process capabilities that are increasingly tied to CRM programs.

. Core and Extended Enterprise Applications. We bring Web integration
expertise and insights to enterprise resource planning projects and
offer experience in extending the functionality through data
warehousing, reporting interfaces and CRM. We help clients achieve
greater returns on their significant enterprise applications
investments.

Transform Methodology

Braun Consulting delivers eSolutions for clients through the effective use
of our proprietary Transform methodology. We emphasize high quality work and
customer satisfaction by focusing on providing completed work approximately
every 90 days. We believe our methodology creates selling advantages when
competing for work with other consulting firms.

Our approach capitalizes on both the client assurances associated with
fixed-price work and the flexibility inherent in ongoing billable
relationships. Transform's continuous 90-day review process enables controlled
growth of the overall project through the addition of mutually identified and
agreed upon incremental phases of work.

Our Transform methodology contributes to on-time and on-budget completion
and is designed to assure that strategic business objectives are achieved,
particularly when we engage in large-scale projects. Transform's approach
requires us to work closely with clients to achieve the desired business
objectives. Our Transform methodology includes:

Scope. We identify and work with clients to deliver a clear definition of
the objectives for the project. We create an overall project plan, which
includes business objectives, duties, desired results,

31
<PAGE>

timeline and resource allocation. Management approvals and project checkpoints
are defined as part of the project plan. The emphasis of the planning stage is
on establishing objectives and timetables.

Strategy. Through tailored customer and competitive analyses, we work with
clients to agree upon the goals of the eSolution. We emphasize the development
and alignment of customer-focused, Internet, general business, information
technology and eSolution project strategies. When appropriate, a prototype
eSolution is developed for the client's review.

Design. Business and technology specifications identified in the strategy
phase drive the project design. In designing a multi-phase eSolution, we define
business processes, Internet applications and information technology needs. Our
approach allows for continuous review for each successive phase of an
eSolution. Transform allows us to work on multiple ongoing projects for a
single client at the same time.

Build. We construct and integrate components of Internet applications and
information technology systems. These components are implemented over 90-day
intervals and are continuously reviewed for quality assurance.

Integration. Our integration approach addresses both organizational and
systems needs. Key activities in this stage often include changes in business
processes, system conversions, training and documentation. This phase also
includes quality assurance and client review.

Support. During the support stage, Braun Consulting continues to provide
assistance to clients. These services may include business process change,
information technology and Internet application support. Our support services
foster ongoing client relationships that can lead to additional project work.
Another key element of our support services is the gradual transfer of
eSolution technical knowledge to client personnel. Our services also include
customized training, classroom instruction, manuals and documentation.

Representative eSolutions

Intranet-driven Products and Services

Challenge: Increase Fortune 100 client's effectiveness in sales and
marketing through the use of an intranet.

eSolution: Braun Consulting worked with a major manufacturer of electronics
equipment to rethink how to more effectively market an expansive collection of
product and service offerings. Working with the client, we built and deployed a
Web-based eSolution that effectively integrated dispersed business locations
and hundreds of product and service offerings. We utilized Oracle database
technology for efficient information storage and leading server products from
Microsoft to manage and distribute information. Our approach included using the
latest in browser technology to deploy a Web-based application across dozens of
office locations. Our eSolution made the complex system user-friendly. The
system is now able to calculate product and service offering charges and
improve inventory management.

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<PAGE>

Results: The client is now better equipped to compete in highly competitive
markets and improve customer satisfaction by identifying and tailoring product
and service offerings that best meet customers' needs. Through intranet-based
access to information, this Fortune 100 leader is capitalizing on business and
customer information to more effectively target and deliver hundreds of
products and services. Taking advantage of its new business capability, the
client is now able to better focus on increasing revenues and profits by
optimizing its pricing strategies.

Targeting Customers and Improving Sales Effectiveness through the Web

Challenge: Empower pharmaceuticals marketing managers with intranet access
to key information that optimizes the market potential of an innovative product
from a global healthcare provider.

eSolution: Braun Consulting developed and implemented new customer ranking
and sales force strategies for this client. The multi-phase project was
designed to drive revenue growth through improved management of customer
information. We approached the situation by first assessing the quality and
quantity of customer information available to sales and marketing management.
Our consultants assessed opportunities for sales potential based on customer
behaviors. We then designed a database tool that was distributed through an
intranet to improve sorting and ranking of targeted customers. Through improved
Web access to customer information, our client was able to align its sales
force with high-potential customers.

Results: The client is able to perform real-time customer evaluations made
possible by Web access to critical information. Our tools provide the ability
to develop new and improved target lists for selling and marketing across
international regions. The client can get closer to the right customers and
improve returns on sales force investments in multiple countries.

Improving Information Access to Increase Sales

Challenge: Drive revenues and productivity through Web access to sales
information for a leading manufacturer of commercial and consumer equipment.

eSolution: Braun Consulting worked with the client to improve access to
business and customer information through data warehousing and Web-based
reporting technologies. Through multiple project phases, we replicated existing
reports and developed interfaces to new order management systems which
integrated data resources from multiple systems. We developed data models and
data extraction methods that connected with the client's information system.
Our approach created a cohesive database containing information from three
business-critical functions and balanced the design requirements of several
incompatible data sources. We created more than one hundred reports to capture
and disseminate through the Web the information contained in the client's new
data warehouse.

Results: The improved access to information through Web-based reporting is
leading to increased productivity and sales. The client's executive and sales
management teams now have access to user-friendly information derived from an
expandable data warehouse that is designed to provide valuable customer
analyses.

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<PAGE>

Developing a New Customer and Market Approach in Telecommunications

Challenge: Navigate a deregulating telecommunications environment, migrate
to Web-based information access, build closer relationships with target
customers and bring innovative new products and services to market.

eSolution: Braun Consulting is working with a major telecommunications
provider to introduce CRM strategies, build critical business intelligence
capabilities and enhance information technology systems. In the first phase of
the project, we conducted an extensive interview process with the leadership
team that identified needs in marketing strategy, organizational structure,
business processes, data management and systems requirements. From this phase
we delivered an executive report that outlined recommendations for strategy and
development of a marketing database that will be accessible through the
Internet and intranet when complete.

Results: Now in the second phase of working with the telecommunications
leader, we are designing and implementing a new marketing system that is
defining the organization and business processes necessary to compete in the
deregulating environment. To empower business capabilities that are customer-
focused and Web-enabled, we are building a data warehouse that is rapidly
approaching one terabyte, or one trillion bytes, of data and is expected to
grow to three terabytes of data within the next 12 months. Working together
with the client, our eSolution will integrate customer information from one of
the largest Web-enabled data warehouses in the client's marketplace.

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<PAGE>

Clients

We work with Fortune 500 and middle market companies across a wide variety
of knowledge-driven industries, including telecommunications, healthcare,
financial services, manufacturing and consumer packaged goods. In 1998, our ten
largest clients generated approximately 64% of our revenues, with Pharmacia &
Upjohn, Inc. accounting for more than 10% of our revenues. The services
provided to this client were divided among a number of divisions and
subsidiaries in multiple client locations. Most of our large clients have
retained us for multiple projects on an ongoing basis. Existing clients from
the previous fiscal year generated approximately 76% of our revenues in 1998
and approximately 66% of our revenues in 1997. The volume of work performed for
specific clients is likely to vary from year to year, and a significant client
in one year may not use our services in a subsequent year. Since the beginning
of 1997, our clients have included:

Telecommunications Manufacturing Consumer Packaged
Ameritech Allison Transmission Goods
AT&T Brunswick Cenex/Land O'Lakes
CSG Systems Cummins Engine Dr. Pepper/7-Up
Embratel Deere and Company Kraft Foods
Media One Eaton Quaker Oats
Sprint Emerson Ralston Purina
Ford Motor Unilever
Healthcare General Motors
Abbott Laboratories Honeywell Other
American Home Products Monsanto Ameren
Baxter Healthcare Motorola BP Amoco
Eli Lilly Rockwell Dow AgroSciences
Novartis Steelcase Great Lakes Gas
S.C. Johnson Hyatt
Pharmacia & Upjohn 3Com K Mart
Rhone-Poulenc Thomson Consumer Manpower
Electronics Maritz
Financial Services Trane McDonald's
Blue Cross/Blue Shield Ty Inc. TMP Worldwide
Chase Xerox
CNA Insurance (Monster.com owner)
Conseco
Delta Dental
Financial Guaranty
Insurance
Kemper Insurance
MasterCard
Norwest
Zurich Kemper Life
Insurance

Sales and Marketing

Braun Consulting has made significant investments in sales and marketing
initiatives, and believes strongly that these business functions will be
important to our future growth and success. We have a dedicated team of
experienced business development managers who are focused on securing new
opportunities and maximizing client satisfaction.

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<PAGE>

Our marketing team is engaged in a strategic initiative to develop brand and
image recognition. We have invested in our corporate identity and continue to
engage in activities designed to build awareness. For example, current programs
include promotional material and brochures, Webpage development, lead
generation and executive seminars, market research and trade shows. We utilize
public relations, online marketing efforts and industry events to brand Braun
Consulting as an eSolutions leader. In addition, we participate in speaking,
publishing and presentation opportunities to generate awareness in our target
markets and among our target clients.

Culture, People and Recruiting

Braun Consulting's employees and unique culture are the cornerstone of our
success. Through our balanced work philosophy and our aggressive recruiting
efforts, we have been able to attract and retain outstanding employees.

Culture

Our demanding, engaging and rewarding environment is combined with a culture
that also supports family time, community service and outside personal
interests. We strive to achieve a balanced approach to work and personal life
and believe that this component of our culture is significant to recruiting and
retaining quality professionals. We attribute our relatively low turnover rate
to our quality professional opportunities and the strong balance between work
and personal life that is a fundamental component of our culture.

People

We employ outstanding individuals from industry, consulting organizations
and selective colleges and universities. Our people at all levels understand
the importance of quality work and client satisfaction. Our consultants are
entrepreneurs, leaders and innovators who are intelligent, motivated and highly
accountable. Working in teams, consultants are rewarded for contributions and
accountability. Our compensation program offers every full-time employee
incentive-based opportunities to participate in our stock option plans.

We contribute to the success of our people through ongoing professional
development and training. New employees typically receive extensive training
and attend a team orientation. New hires who are recent graduates receive four
weeks of intensive training in our culture, business, specific technologies and
our Transform methodology. We offer computer-based training through the
Internet to enhance our ongoing education commitment to employees.

As of May 4, 1999, we had 283 employees. Of these, 220 were project
personnel, 20 were selling and marketing personnel, and 43 were general and
administrative personnel. None of our employees are represented by a labor
union, and we consider our employee relations to be good.

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<PAGE>

Recruiting

To support continued growth, we have built a successful recruiting
organization. To recruit quality people, we use full-time recruiters, external
recruiting resources, the Internet, employee referrals and campus recruiting
events. Our campus recruiting program has earned brand name recognition among
students on campuses of leading educational institutions.

Diversity in experience is one of our strengths. Approximately 60% of our
new hires are experienced professionals and approximately 40% are recent
college and university graduates. Our new hires include industry managers,
consulting leaders, technology specialists, and graduates with Ph.D., M.B.A.,
C.P.A., liberal arts and engineering degrees.

Operations

Braun Consulting is continuously enhancing operational infrastructure to
support and sustain our growth. Our management team focuses on business
operations through key proprietary internal systems and unique reporting
capabilities that have been developed in several areas, including:

Business Development/Sales Pipeline. Opportunities are monitored by business
development managers and practice leaders. Reviewed weekly, opportunities are
discussed by client, line of service, total revenues, likelihood of winning,
date of closing an agreement and work start date.

Forecast Report. Resources management is reviewed for optimal staffing,
revenue forecasting and demand-based allocation of available consultants. Our
forecasts are based on 90-day projections derived from signed client
agreements. The forecast report covers projected billable hours by practice,
average billing rates, utilization and comparison to planned budget. Practice
leaders, finance personnel, human resources and senior management review
reports semi-monthly.

Time & Expense Reports and Billing. Time and expense reports are generally
available online within 12 hours of semi-monthly period closing. This system
allows for timely revenue information and detailed management reporting. The
system allows invoicing of clients within two days of period closing.

Flash Report. Performance is monitored by practice area in semi-monthly,
month-to-date and year-to-date reports. Flash reports compare actual results to
budget and contain information on revenues generated, hours worked, total
headcount, new hires, utilization rates and average billing rates.

Hiring Pipeline Report. Budgeted hiring is tracked by practice area and the
various stages of individual candidates. Individuals in process are tracked
through resume review, interview process, offer status and acceptance or
rejection of employment. The hiring pipeline report is designed to optimize
resources and is integrated with the business development and forecast reports.

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<PAGE>

Competition

Competition in the eSolutions marketplace is strong. Although we believe we
maintain a competitive advantage by combining customer-focused strategy and
business intelligence with the Internet, we expect to encounter intense
competition.

Our current and anticipated competitors include:

. emerging Web consulting firms such as Agency.com, Proxicom,
Razorfish, Scient and Viant, which are focused on Internet-based,
electronic business and digital business solutions;

. systems integrators such as Andersen Consulting, Ernst & Young,
PricewaterhouseCoopers and Sapient;

. strategy and management consulting firms such as Bain, Boston
Consulting Group, Diamond Technology Partners and McKinsey;

. regional specialized information technology firms;

. vendor-based services organizations of companies such as IBM and
Oracle; and

. internal management and information technology departments of current
and future client organizations.

The market for our services is subject to rapid technological change and
increased competition from large existing players, new entrants and internal
information technology groups. We believe the principal competitive factors in
our market include Internet expertise and talent, client references, integrated
strategy, business intelligence and data warehousing capabilities, quality,
executive management, consulting skills, pricing and speed of service delivery,
and vertical industry knowledge. We believe the market will continue to offer
significant opportunity for multiple players. We believe we compete favorably
with respect to these factors. See "Risk Factors--The eSolutions market
subjects us to risks."

Facilities

Our headquarters are located in Chicago, Illinois. Our principal
administrative, finance, sales and marketing operations are located in Chicago,
Illinois and Boston, Massachusetts. Our facilities in Chicago are located in
approximately 17,200 square feet of leased office space and our facilities in
Boston are located in approximately 19,600 square feet of leased office space.
We also serve clients out of our leased office space in Cleveland, Ohio;
Dallas, Texas; Denver, Colorado; Detroit, Michigan; Grand Rapids, Michigan;
Indianapolis, Indiana; Minneapolis, Minnesota; and St. Louis, Missouri. We
expect that we will need additional space as we expand our business and believe
that we will be able to obtain suitable space as needed.

Legal Proceedings

Braun Consulting is not involved in any material legal proceedings.

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<PAGE>

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages and positions of our
directors and executive officers as of June 25, 1999:

<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Steven J. Braun......... 39 President, Chief Executive Officer and Chairman
of the Board of Directors
Thomas J. Duvall........ 49 Chief Operating Officer, Executive Vice President and Director
John C. Burke........... 61 Chief Financial Officer and Treasurer
Michael J. Evanisko..... 49 Executive Vice President and Director
James M. Kalustian...... 38 Executive Vice President and Director
Stephen J. Miller....... 48 Executive Vice President and Director
Paul J. Bascobert....... 35 Senior Vice President
David R. Fenner......... 41 Senior Vice President
Curt S. Sellke.......... 40 Senior Vice President
Gregory A. Ostendorf.... 44 General Counsel and Secretary
</TABLE>

Steven J. Braun. Mr. Braun founded Braun Consulting in 1990 and has served
as President, Chief Executive Officer and Chairman of the Board of Directors
since our inception. Mr. Braun began his entrepreneurial activities in 1985
when he co-founded Shepro-Braun Consulting, a professional services practice
dedicated to business and information technology solutions. Mr. Braun joined
Price Waterhouse LLP in 1982 as a consultant after he earned an A.B. from
Harvard College.

Thomas J. Duvall. Mr. Duvall has served as Chief Operating Officer, an
Executive Vice President and a director since November 1998. Prior to joining
us, Mr. Duvall was a Management Consulting Partner at PricewaterhouseCoopers
LLP where he was responsible for the Chicago office consulting practice and for
PricewaterhouseCoopers LLP's nationwide Chemical Industry consulting practice.
Mr. Duvall spent more than 23 years at PricewaterhouseCoopers LLP, including
the last 12 years as a Partner of the firm. Mr. Duvall has a B.S. from Indiana
Central College and an M.B.A. from State University of New York at Buffalo.

John C. Burke. Mr. Burke has served as Chief Financial Officer and Treasurer
since May 1996. Prior to joining us, Mr. Burke was with the public accounting
firm of Grant Thornton LLP for 30 years. Mr. Burke served as a member of senior
management of Grant Thornton LLP for 20 years and held the positions of
Chairman of the firm and Chicago Area Managing Partner. Mr. Burke is a C.P.A.
and has a B.S. from the University of Notre Dame.

Michael J. Evanisko. Mr. Evanisko has served as an Executive Vice President
and a director since May 1999. Mr. Evanisko was a founder and President of
Vertex Partners. Prior to co-founding Vertex Partners in 1994, Mr. Evanisko was
a founder and Vice President in Corporate Decisions, Inc., a strategic
consulting firm, from 1983 to 1993. Mr. Evanisko was a consultant and manager
at Bain & Co. from 1980 to 1983. In addition to his consulting career, Mr.
Evanisko served as Chairman of Digitrace Care Services, Inc. from 1990 to 1996
and Elensys, Inc. from 1993 to present. Mr. Evanisko also serves as President
of The Partnership for Organ Donation, Inc. Mr. Evanisko has a B.A. and an
M.P.A. from Pennsylvania State University and an M.A. and an M.Phil. from Yale
University.

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<PAGE>

James M. Kalustian. Mr. Kalustian has served as an Executive Vice President
and a director since May 1999. Mr. Kalustian was a founder and Vice President
of Vertex Partners. Prior to co-founding Vertex Partners in 1994, Mr. Kalustian
was a Manager at Corporate Decisions, Inc. from 1989 to 1994. Mr. Kalustian
served in various marketing positions from 1982 to 1989 for Raytheon Company,
W.R. Grace & Co. and Canada Dry. Mr. Kalustian has an A.B. from Harvard College
and an M.B.A. from Northwestern University.

Stephen J. Miller. Mr. Miller has served as an Executive Vice President and
a director since May 1999. Mr. Miller was a founding member of Braun Consulting
and has been part of the senior management team since 1993. Mr. Miller has
worked in the information technology consulting marketplace for the past 20
years, specializing in database management and business intelligence. Mr.
Miller has a B.A. from The Johns Hopkins University and an M.S. from the
University of Illinois.

Paul J. Bascobert. Mr. Bascobert has served as a Senior Vice President since
May 1999. Mr. Bascobert was a Vice President and founding member of Vertex
Partners. Prior to joining Vertex Partners in 1994, Mr. Bascobert was with
Corporate Decisions, Inc. from 1992 to 1994. Mr. Bascobert held the position of
systems engineer for General Motors and Whirlpool Corporation from 1982 to
1990. Mr. Bascobert has a B.S.E.E. from Kettering University and an M.B.A. from
the University of Pennsylvania.

David R. Fenner. Mr. Fenner is a Senior Vice President and has been with us
since November 1994. Mr. Fenner has 15 years of information systems experience.
Prior to joining us, Mr. Fenner was employed by Oracle Corporation from 1990 to
1994 and American Management Systems from 1986 to 1990. Mr. Fenner has a B.A.
from Pace University and an M.B.A. from the University of Chicago.

Curt S. Sellke. Mr. Sellke is a Senior Vice President and has been with us
since May 1994. Prior to joining us, Mr. Sellke was the District Manager for
Professional Services at Sybase from 1991 to 1994. Mr. Sellke has 19 years of
information systems experience and has worked in a similar capacity for Oracle
Corporation, Bricker & Associates, The Whitewater Group and Baxter Healthcare.
Mr. Sellke has a B.B. from Western Illinois University and an M.S. in Computer
Science from DePaul University.

Gregory A. Ostendorf. Mr. Ostendorf has served as General Counsel since
August 1996 and Secretary since October 1996. Prior to joining us, Mr.
Ostendorf was a partner in the law firm of Cage, Hill & Niehaus from 1988 to
1996. Mr. Ostendorf has a B.S. from Western Kentucky University and a J.D. from
Indiana University.

Except for Messrs. Duvall, Evanisko, Kalustian and Bascobert, each of whom
has an employment agreement, our executive officers are appointed annually by,
and serve at the discretion of, the board of directors. Mr. Ostendorf is the
brother-in-law of Mr. Braun. There are no other family relationships between
any of our directors or executive officers. See "--Employment Agreements."

Board of Directors

Prior to the consummation of this offering, we will appoint two independent
directors and will establish an audit committee and a compensation committee.
After the closing of this offering, our board will consist of seven directors
divided into three classes, denominated Class I, Class II and

40
<PAGE>

Class III. Members of each class hold office for three-year terms which are
staggered. At each annual meeting of our stockholders starting with the
meeting in 2000, the successors to the directors whose terms expire at that
meeting will be elected to serve for a three-year period following their
election or until a successor has been duly elected and qualified. Mr.
is a Class I director whose term expires at the 2000 annual meeting
of shareholders. One director to be appointed after this offering will also
serve as a Class I director. Messrs. and
are Class II directors whose terms expire at the 2001 annual meeting of
stockholders. One director to be appointed after this offering will also serve
as a Class II director. Messrs. and are
Class III directors whose terms expire at the 2002 annual meeting of
stockholders. The expiration of a director's term is subject in all cases to
the election and qualification of his successor or his earlier death, removal
or resignation. Each of Messrs. Duvall, Evanisko and Kalustian have employment
agreements providing for their nomination as our directors. See "--Employment
Agreements."

Committees of the Board of Directors

We will have an audit committee and a compensation committee. Each
committee will be composed entirely of independent directors. The audit
committee will recommend the annual appointment of our auditors, with whom the
audit committee will review the scope of audit and non-audit assignments and
related fees, accounting principles used in financial reporting, internal
auditing procedures and the adequacy of our internal control procedures. The
compensation committee will make recommendations to the board regarding
compensation for our executive officers. The compensation committee will also
administer the 1998 Employee Long-Term Stock Investment Plan, the 1998
Executive Long-Term Stock Investment Plan and the 1995 Director Stock Option
Plan.

Compensation of Directors

Directors who are also our employees receive no additional compensation for
their services as directors. Directors who are not our employees will receive
a $ fee for attendance in person at meetings of the board or
committees of the board and will be reimbursed for travel expenses and other
out-of-pocket costs incurred in connection with their attendance at such
meetings. We intend to include stock options for non-employee directors as an
additional component of compensation. Directors who are our employees are
eligible to participate in our 1998 Employee Long-Term Stock Investment Plan,
1998 Executive Long-Term Stock Investment Plan and 1995 Director Stock Option
Plan.

Compensation Committee Interlocks and Insider Participation

During 1998, Mr. Braun and his wife served as the members of the
compensation committee. Mr. Braun will serve as the sole member of the
compensation committee until this offering is completed. Two directors to be
appointed after this offering will serve as the members of the compensation
committee. Neither of these two directors will have at any time been officers
or employees of Braun Consulting.

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<PAGE>

Executive Compensation

The following table sets forth certain summary information concerning the
compensation earned during 1998 by our President and Chief Executive Officer
and the four other most highly compensated officers. We use the term "named
executive officers" to refer to these people in this prospectus. The table
excludes certain perquisites and other personal benefits received by a named
executive officer that do not exceed the lesser of $50,000 or 10% of any such
officer's salary and bonus disclosed in the table.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
---------------- ------------
Securities
Underlying All Other
Name and Principal Position Salary Bonus Options Compensation(a)
<S> <C> <C> <C> <C>
Steven J. Braun.................. $333,333 $65,000 -- $2,000
President and Chief Executive
Officer
John C. Burke.................... 200,000 24,000 41,000 2,083
Chief Financial Officer and
Treasurer
Stephen J. Miller................ 200,000 69,244 -- 2,083
Executive Vice President
David R. Fenner.................. 150,000 40,500 -- 1,046
Senior Vice President
Curt S. Sellke................... 125,000 41,500 -- 1,302
Senior Vice President
</TABLE>
- ---------------------
(a) Represents 401(k) matching contributions by us.

The following table sets forth information on grants of stock options during
1998 to the named executive officers.

Option Grants in 1998

<TABLE>
<CAPTION>
Potential
Realizable
Value at
Individual Grants Assumed Annual
-------------------------------------------------- Rates of Stock
Number of Price
Securities Percent of Appreciation
Underlying Total Options for Option
Options Granted to Term(b)
Granted in Employees in Exercise Price Expiration --------------
Name 1998 1998 (per share)(a) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Steven J. Braun......... -- -- -- -- -- --
John C. Burke........... 30,000 3.3% $0.90 3/2003 $7,460 $16,484
11,000 1.1 3.00 9/2003 9,117 20,147
Stephen J. Miller....... -- -- -- -- -- --
David R. Fenner......... -- -- -- -- -- --
Curt S. Sellke.......... -- -- -- -- -- --
</TABLE>
- ---------------------
(a) The exercise price equals the fair market value of the common stock as of
the grant date as determined by the board of directors.
(b) The potential realizable value is calculated based on the term of the
option at the time of grant (5 years). Assumed stock price appreciation of
5% and 10% is based on the fair value at the time of the grant.

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<PAGE>

The following table sets forth information with respect to exercises of
options by the named executive officers during 1998 pursuant to the 1998
Employee Long-Term Stock Investment Plan, the 1998 Executive Long-Term Stock
Investment Plan and the 1995 Director Stock Option Plan, and information with
respect to unexercised options to purchase common stock held by them at
December 31, 1998.

Aggregated Option Exercises in 1998 and Year-End 1998 Option Values

<TABLE>
<CAPTION>
Number Number of Securities
of Underlying Unexercised Value of Unexercised
Shares Options Held at In-the-Money Options at
Acquired December 31, 1998 December 31, 1998(a)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Steven J. Braun......... -- -- -- -- -- --
John C. Burke........... -- -- 7,500 133,500 $ 15,750 $342,250
Stephen J. Miller....... 582,564 $495,179 -- -- -- --
David R. Fenner......... 97,094 82,530 155,350 -- 458,283 --
Curt S. Sellke.......... 194,188 165,060 -- 145,641 -- 429,641
</TABLE>
- ---------------------
(a) There was no public trading market for the common stock as of December 31,
1998. Accordingly, these values have been calculated based on the fair
market value at December 31, 1998 of $3.00 per share as determined by the
board of directors.

Employment Agreements

Braun Consulting has entered into employment agreements with Messrs. Duvall,
Evanisko, Kalustian and Bascobert. Mr. Duvall's agreement has a five-year term,
expiring on October 31, 2003. Each of the agreements for Messrs. Evanisko,
Kalustian and Bascobert has a three-year term, expiring on April 30, 2002.

Pursuant to their employment agreements, Mr. Duvall serves as Chief
Operating Officer and Executive Vice President, Messrs. Evanisko and Kalustian
serve as Executive Vice Presidents and Mr. Bascobert serves as Senior Vice
President. In addition, the agreements for Messrs. Duvall, Evanisko and
Kalustian provide for their nomination as our directors.

As of May 5, 1999, pursuant to their employment agreements, the base salary
for Mr. Duvall was $315,000, for Mr. Evanisko was $300,000, for Mr. Kalustian
was $250,000 and for Mr. Bascobert was $225,000. Each of their base salaries
increase annually by the greater of five percent or the consumer price index.
Each of them is eligible to receive an annual bonus targeted to be 20% of their
respective base salaries. In addition, Mr. Duvall is entitled to receive a
quarterly bonus of $15,000, increasing each year by the greater of five percent
or the consumer price index.

Pursuant to their respective employment agreements and subject to vesting
schedules, each of Messrs. Evanisko, Kalustian and Bascobert was granted an
option to purchase shares of common stock under the 1998 Employee Long-Term
Stock Investment Plan, and Mr. Duvall was granted an option to purchase shares
of common stock under the 1998 Executive Long-Term Stock Investment Plan. See
"--Stock Plans."

43
<PAGE>

Braun Consulting can terminate any of the employment agreements (1) for
cause, (2) on the executive's death or (3) on the executive's permanent
disability. All of the agreements define cause as the executive's material
gross negligence or willful misconduct, final conviction of a felony,
involvement in a conflict of interest or material breach of the material
provisions of the agreements. In addition, the agreements with Messrs.
Evanisko, Kalustian and Bascobert define cause to include the executive's
knowing violations of Braun Consulting's policies or standards of conduct.
Braun Consulting also can terminate the agreements with Messrs. Evanisko,
Kalustian and Bascobert without cause on 60 days prior written notice. Each of
Messrs. Evanisko, Kalustian and Bascobert can terminate his agreement for good
reason or on 60 days prior written notice. Their agreements define good reason
as a material breach of the agreements by Braun Consulting or a material change
in the location of employment, the executive's reporting relationship or the
nature or scope of the executive's duties. Either Braun Consulting or Mr.
Duvall can terminate his agreement for any reason on 90 days prior written
notice.

Under the agreements with Messrs. Evanisko, Kalustian and Bascobert, in the
case of an involuntary termination, the executive continues to receive his base
salary for one to two years depending on the remaining term under his agreement
and how long he has worked for us. However, if the involuntary termination
occurs after a change of control of Braun Consulting, the executive shall
receive his base salary for the remainder of the term.

Under the agreements for Messrs. Evanisko, Kalustian and Bascobert, in the
event of a termination of employment by us or by the executive for good reason,
75% of the unvested portion of the executive's options vest immediately, and
any remaining unexercised options terminate on the date of termination of
employment. In the event of a termination of employment on any other terms, the
unexercised portion of the options terminates on the date of the termination of
employment.

Under Mr. Duvall's agreement, if he is terminated for cause, the unvested
portion of his options terminates on the date of the termination of his
employment. If he is terminated other than for cause, or in the event of a
change of control, a portion of his unvested options vests immediately. Within
90 days of a change of control or his termination for cause, Mr. Duvall may
elect to sell to us a portion or all of the shares of common stock acquired
upon exercise of his options, at a price equal to $ per share, payable in
annual installments not to exceed $480,000 per installment. In the event of an
involuntary termination, Mr. Duvall may elect to have a portion or all of his
vested but unexercised options terminated and receive "special severance
compensation" equal to the number of shares subject to the terminated options,
multiplied by $3.00. This amount is payable to Mr. Duvall in annual
installments not to exceed $240,000 per installment.

All of the agreements define involuntary termination as the termination of
employment by Braun Consulting, prior to the expiration of the term and on the
required prior written notice, for any reason other than for cause, the
executive's death or permanent disability. The agreements also state that a
change of control occurs when (1) Braun Consulting merges with another entity
and is not the surviving entity, sells all or substantially all of its assets
or is dissolved, (2) a person other than Steven J. Braun or his family becomes
the beneficial owner of at least 51% of the voting stock of Braun Consulting or
(3) the members of the board of directors of Braun Consulting on the date that
Braun Consulting becomes a public company, or those new directors approved by
the vote of at least 80% of such incumbent directors, cease to constitute at
least a majority of the board.

44
<PAGE>

The agreements for Messrs. Evanisko, Kalustian and Bascobert contain
standard provisions regarding confidentiality, non-solicitation, non-
competition and Braun Consulting's ownership of works of authorship prepared in
the scope of the executive's employment with us. Braun Consulting and Mr.
Duvall have entered into a separate agreement containing similar
confidentiality, non-solicitation, non-competition and ownership provisions.

Stock Plans

1998 Employee Long-Term Stock Investment Plan

The Employee Plan provides for the grant of incentive stock options and non-
qualified stock options to purchase common stock. All our employees and persons
with written consulting agreements with Braun Consulting are eligible to
participate in the Employee Plan. The purpose of the Employee Plan is to
provide participants an opportunity to own common stock and to advance our
interests by providing an additional incentive by increasing proprietary
interest in our success.

The maximum number of shares of common stock for which options may be
granted under the Employee Plan is the greater of (a) 2,000,000 or (b) 20% of
the number of issued and outstanding shares of common stock. The price of any
stock purchased pursuant to an option may not be less than the fair market
value of the stock. Options are exercisable for ten years after the grant date,
and options may not be exercised until at least two months from the grant date.
Options granted under the Employee Plan generally are not transferable by the
optionee and terminate upon severance of employment.

As of May 4, 1999, there are options outstanding under the Employee Plan to
purchase 833,367 shares of common stock at a weighted average price of $2.07
per share, of which 339,989 are currently exercisable.

1998 Executive Long-Term Stock Investment Plan

The Executive Plan, which is also administered by the compensation
committee, provides for the grant of incentive stock options and non-qualified
stock options to purchase common stock, and is substantially the same as the
Employee Plan, except as described below. The maximum number of shares of
common stock for which options may be granted under the Executive Plan is
600,000. Options granted under the Executive Plan terminate 30 days after the
severance of employment.

As of May 4, 1999, there are options outstanding under the Executive Plan to
purchase 456,877 shares of common stock at a weighted average price of $3.00
per share, of which 79,169 are currently exercisable.

1995 Director Stock Option Plan

The Director Plan, which is also administered by the compensation committee,
provides for the grant of options to purchase common stock to all practice area
directors that are our employees. The purpose of the Director Plan is to induce
certain practice area directors to remain employed by us and to encourage
practice area directors to secure or increase their ownership in us, thereby
promoting continuity of management and increased incentive and personal
interest in us by those responsible for securing our continued growth and
success.

45
<PAGE>

The maximum number of shares of common stock for which options may be
granted under the Director Plan is 2,047,550. Options are not exercisable after
eight years after the date they are granted. Options granted under the Director
Plan generally are not transferable and terminate upon severance of employment.

As of May 4, 1999, there are options outstanding under the Director Plan to
purchase 167,094 shares of common stock at a weighted average price of $0.05
per share, of which none are currently exercisable.

Limitations of Liability and Indemnification of Directors and Officers

To the extent permitted by Delaware General Corporation Law, we have
included in our certificate of incorporation a provision to eliminate the
personal liability of directors for monetary damages due to their breach or
alleged breach of their fiduciary duties. Our charter does not, however,
provide for indemnification for liability due to a director's breach of his or
her duty of loyalty to us or our stockholders, for acts involving bad faith or
intentional misconduct or violations of law, or for any transaction from which
the director received an improper personal benefit. In addition, our bylaws
require us to indemnify our officers and directors under certain circumstances,
and we are required to advance to our officers and directors certain of their
expenses incurred in connection with the proceeding against them. We intend to
obtain directors' and officers' liability insurance.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Registration Rights Agreement

Braun Consulting is a party to a registration rights agreement with Messrs.
Evanisko, Kalustian and Bascobert, who are collectively referred to as the
Holders. Under the terms of the registration rights agreement, the Holders are
entitled to piggyback registration rights with respect to the shares of
common stock owned by them. Each time we propose to register any of our
securities under the Securities Act, whether for our own account or for other
stockholders, the Holders are entitled to have their shares of common stock
registered by us as well, unless we are registering our securities on Form S-4
or Form S-8. The registration rights agreement provides a limitation on the
number of shares of common stock that may be sold by Messrs. Evanisko,
Kalustian and Bascobert in this offering. These registration rights are subject
to conditions and limitations, including the right of underwriters of an
offering to limit the number of shares included in the registration. We must
pay expenses related to the registration and distribution of its shares of
common stock held by the Holders under the registration rights agreement.

Stockholders Agreement

Mr. Braun and Mr. Miller are parties to an agreement providing that if Mr.
Braun sells any of his shares of our common stock to a third party during the
term of the agreement, then Mr. Miller has the option to sell the same
percentage of his shares to the same purchaser for the same price per share and
on the same terms as Mr. Braun's sale. In addition, the agreement permits Mr.
Miller to participate on the same terms as Mr. Braun in any sale of our common
stock registered under the Securities Act. The agreement terminates upon the
termination of Mr. Miller's employment with us.

46
<PAGE>

Other Transactions

In November 1998, Braun Consulting made an unsecured loan to Mr. Miller in
the amount of $29,128, with interest accruing at an annual interest rate of
7.75%, in connection with the exercise of stock options. The note matures upon
the earlier of December 31, 1999 or completion of this offering. In January
1999, Braun Consulting made an unsecured, interest-free loan to Mr. Miller in
the amount of $180,594 to fund the withholding of taxes due in connection with
the exercise of stock options. This loan matures upon the earlier of January 4,
2004 or completion of this offering. Mr. Miller anticipates using a portion of
the proceeds from his sale of shares of our common stock in this offering to
repay the notes.

In January 1999, Braun Consulting made an unsecured loan to Mr. Sellke in
the amount of $67,800 to fund the withholding of taxes due in connection with
the exercise of stock options. In April 1999, Braun Consulting made an
unsecured loan to Mr. Sellke in the amount of $65,595, to fund the withholding
of taxes due in connection with the exercise of stock options. The loans bear
interest at 8.0%, are payable on demand and mature on December 31, 1999. Mr.
Sellke anticipates using a portion of the proceeds from his sale of shares of
our common stock in this offering to repay the notes.

In January 1999, Braun Consulting made an unsecured loan to Mr. Fenner in
the amount of $36,855 to fund the withholding of taxes due in connection with
the exercise of stock options. In April 1999, Braun Consulting made an
unsecured loan to Mr. Fenner in the amount of $227,736 to fund the withholding
of taxes due in connection with the exercise of stock options. The loans bear
interest at 8.0%, are payable on demand and mature on December 31, 1999. Mr.
Fenner anticipates using a portion of the proceeds from his sale of shares of
our common stock in this offering to repay the notes.

In December 1995, we executed seven different promissory notes in favor of
Mr. Braun in the aggregate amount of $485,516 and a line of credit note in the
amount of $150,000. All of the notes were demand notes with a maturity of
December 31, 1998, bearing interest at 10.0%, and were repaid by that time. In
December 1998, we executed a short-term demand note in favor of Mr. Braun in
the amount of $150,000 at an interest rate of 8.0%. This note was repaid in
January 1999.

47
<PAGE>

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of May 4, 1999 and immediately following this
offering by (1) each person who beneficially owns 5% or more of a class of
capital stock, (2) each of our directors, (3) each of the named executive
officers, (4) each selling stockholder and (5) all of our directors and
executive officers as a group.

Unless otherwise noted (1) each of the persons listed below has sole voting
and investment power with respect to the shares beneficially owned by it or him
as set forth opposite its or his name and (2) the address for each of the
persons listed below is: c/o Braun Consulting, Inc., 30 West Monroe, Suite 300,
Chicago, Illinois 60603.

<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
Prior to the After the
Offering(a)(b) Offering(a)(b)
----------------------- Number of -----------------------
Number Shares Being Number
Name of Shares Percent Offered of Shares Percent
<S> <C> <C> <C> <C> <C>
Steven J. Braun(c)...... 9,213,975 74.7% 50,000 9,163,975 55.8%
Thomas J. Duvall(d)..... 66,666 * -- 66,666 *
John C. Burke(e)........ 48,630 * -- 48,630 *
Michael J. Evanisko..... 690,401 5.6 91,300 599,101 3.6
James M. Kalustian...... 493,144 4.0 65,200 427,944 2.6
Stephen J. Miller....... 978,864 7.9 150,000 828,864 5.0
Paul J. Bascobert....... 328,828 2.7 43,500 285,328 1.7
David R. Fenner......... 252,444 2.0 50,000 202,444 1.2
Curt S. Sellke(f)....... 291,282 2.4 50,000 241,282 1.5
Gregory A. Ostendorf(g). 16,130 * -- 16,130 *
All executive officers
and directors as a
group (10 persons)..... 12,380,364 99.2 500,000 11,880,364 71.7
</TABLE>
- ---------------------
* Represents less than one percent of the total.
(a) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities, subject to community property
laws, where applicable.

(b) The calculations in this table of the percentage of outstanding shares are
based on 12,329,466 shares of our common stock outstanding as of May 4,
1999 and 16,429,466 shares outstanding immediately following the completion
of this offering and assumes no exercise of the underwriters' over-
allotment option. Shares of our common stock subject to options that are
presently exercisable or exercisable within 60 days of May 4, 1999 are
deemed to be outstanding and beneficially owned by the person holding such
options for the purpose of computing the percentage of ownership of such
person but are not treated as outstanding for the purpose of computing the
percentage of any other person.

(d) Includes 66,666 shares of common stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
May 4, 1999.

(e) Includes 18,630 shares of common stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
May 4, 1999.

(f) Includes 48,547 shares of common stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
May 4, 1999.

(g)Includes 16,130 shares of common stock issuable upon exercise of outstanding
stock options that will become exercisable within 60 days of May 4, 1999.

48
<PAGE>

DESCRIPTION OF CAPITAL STOCK

This summary contains a description of all of the material terms of our
capital stock. However, it does not describe every term of the capital stock
contained in our certificate of incorporation. We refer you to the provisions
of Delaware corporate law and our certificate of incorporation and bylaws,
which you can access through EDGAR at www.sec.gov/edgarhp.htm.

Authorized and Outstanding Capital Stock

Our certificate of incorporation authorizes us to issue 50,000,000 shares of
common stock, $0.001 par value per share, and 10,000,000 shares of preferred
stock, $0.001 par value per share. The preferred stock is issuable in series.
There will be 12,329,466 shares of Braun Consulting common stock outstanding
immediately prior to consummation of this offering, held of record by 14
stockholders, and there will be no shares of preferred stock outstanding.

Common Stock

Voting Rights. Holders of our common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders. The holders of
common stock are not entitled to cumulative voting rights with respect to the
election of directors, and as a result, minority stockholders will not be able
to elect directors on the basis of their votes alone.

Dividend Rights. Subject to preferences that may be applicable to any then
outstanding shares of preferred stock, holders of common stock are entitled to
receive ratably such dividends as may be declared by the board out of funds
legally available therefor. See "Dividend Policy."

Liquidation Rights. In the event of our liquidation, dissolution or winding
up, holders of the common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding preferred stock. Holders of common stock have no preemptive,
conversion or other rights to subscribe for additional securities of Braun
Consulting. No redemption or sinking fund provisions apply to the common stock.
All outstanding shares of common stock are, and all shares of common stock to
be outstanding upon completion of the offering will be, validly issued, fully
paid and nonassessable.

Preferred Stock

Our board has the authority, without further action by the stockholders, to
issue up to 10,000,000 shares of preferred stock in one or more series and to
fix the rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series. The issuance of
preferred stock could adversely affect the voting power of holders of our
common stock and could decrease the likelihood that such holders will receive
dividend payments and payments upon liquidation and could have the effect of
delaying, deferring or preventing a change of control of Braun Consulting.
Accordingly, the issuance of shares of preferred stock may discourage offers
for our common stock or may otherwise adversely affect the market price of our
common stock. We have no present plan to issue any shares of preferred stock.

49
<PAGE>

Registration Rights

Braun Consulting is a party to a registration rights agreement with Messrs.
Evanisko, Kalustian and Bascobert. Under the terms of the registration rights
agreement, the Holders are entitled to piggyback registration rights with
respect to the shares of common stock owned by them. See "Certain Relationships
and Related Transactions--Registration Rights Agreement."

Stockholders Agreement

Mr. Braun and Mr. Miller are parties to an agreement providing that if Mr.
Braun sells any of his shares of common stock to a third party during the term
of the agreement, then Mr. Miller has the option to sell the same percentage of
his shares to the same purchaser on the same terms as Mr. Braun's sale. In
addition, the agreement provides Mr. Miller with certain registration rights.
See "Certain Relationships and Related Transactions--Stockholders Agreement."

Delaware Anti-Takeover Law and Certain Charter Provisions

Delaware Anti-Takeover Statute. We are subject to the provisions of Section
203 of the Delaware General Corporation Law, an anti-takeover law. Subject to
certain exceptions, the statute prohibits a publicly held Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
became an interested stockholder, unless:

. prior to such date, the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;

. upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned (x) by persons who are
directors and also officers and (y) by employee stock plans in which
employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer; or

. on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.

For purposes of Section 203, a "business combination" includes a merger,
asset sale or other transaction resulting in a financial benefit to the
interested stockholder, and an "interested stockholder" is a person who,
together with affiliates and associates, owns (or within three years prior to
the date of determination whether the person is an "interested stockholder,"
did own) 15% or more of the corporation's voting stock. Section 203 could
prohibit or delay mergers or other changes in control with respect to Braun
Consulting and, accordingly, may discourage attempts to acquire us. See "Risk
Factors--We have various mechanisms in place that may prevent a change in
control that a stockholder may consider favorable."

50
<PAGE>

Certificate of Incorporation. Our certificate of incorporation contains the
following provisions which are intended to enhance the likelihood of continuity
and stability in the composition of the board and in the policies formulated by
the board and to discourage certain types of transactions that may involve an
actual or threatened change of control of Braun Consulting. These provisions
provide:

. for the authorization of the board to issue, without further action by
the stockholders, up to 10,000,000 shares of preferred stock in one or
more series and to fix the rights, preferences, privileges and
restrictions thereof;

. that any action required or permitted to be taken by our stockholders
must be effected at a duly called annual or special meeting of the
stockholders and may not be effected by a consent in writing;

. that special meetings of our stockholders may be called only by the
Chairman of the Board of Directors, the Chief Executive Officer, the
President or the board;

. for the division of the board into three classes, with each class serving
for a staggered term of three years;

. that vacancies on the board, including newly created directorships, can
be filled only by a majority of the directors then in office;

. that our directors may be removed only for cause and only by the
affirmative vote of holders of at least 66 2/3% of the outstanding shares
of voting stock, voting together as a single class;

. that cumulative voting is expressly prohibited;

. that certain provisions of the certificate of incorporation may be
amended only by a vote of 66 2/3% of the stockholders entitled to vote;
and

. that stockholders wishing to nominate directors and propose other
business to be conducted at stockholder meetings must meet certain
advance notice requirements.

These provisions are designed to reduce our vulnerability to an unsolicited
proposal for a takeover that does not contemplate the acquisition of all of our
outstanding shares, or an unsolicited proposal for the restructuring or sale of
all or part of Braun Consulting. Such provisions, however, could discourage
potential acquisition proposals and could delay or prevent a change of control
of Braun Consulting. Such provisions may also have the effect of preventing
changes in our management. See "Risk Factors--We have various mechanisms in
place that may prevent a change in control that a stockholder may consider
favorable."

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is LaSalle National
Bank, and its address is 135 South LaSalle Street, Chicago, Illinois 60603.

51
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, no public market for our common stock has existed.
Future sales of substantial amounts of common stock in the public market could
adversely affect prevailing market prices. As described below, no shares
currently outstanding will be available for sale immediately after this
offering because of contractual restrictions on resale. Sales of substantial
amounts of our common stock in the public market after the restrictions lapse
could adversely affect the prevailing market price and impair our ability to
raise equity capital in the future.

Upon completion of the offering and assuming no exercise of the
underwriters' over-allotment option and no exercise of outstanding stock
options, an aggregate of 16,429,466 shares of our common stock will be
outstanding. Of these shares, all of the shares sold in this offering will be
freely transferable without restriction or limitation under the Securities Act
of 1933 unless purchased by our "affiliates," as defined in Rule 144 under the
Securities Act. The remaining 12,329,466 shares are "restricted shares" within
the meaning of Rule 144 under the Securities Act, and are subject to
restrictions under the Securities Act and the lock-up agreements described
below.

Our directors, executive officers, stockholders and some option holders have
agreed not to sell, offer for sale, or otherwise dispose of any of our common
stock for a period of 180 days from the date of this prospectus without the
prior written consent of Donaldson, Lufkin & Jenrette Securities Corporation.
In addition, during the 180-day period, we have agreed not to file any
registration statement with respect to our common stock or any securities
convertible into or exercisable or exchangeable for our common stock without
the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation.

In general, under Rule 144 as currently in effect, after the expiration of
the lock-up agreements, a person who has beneficially owned shares of common
stock for at least one year would be entitled to sell within any three-month
period the number of shares of common stock that does not exceed the greater
of:

. 1% of the number of then outstanding shares; or

. the average weekly reported trading volume during the four calendar
weeks preceding the filing of a notice on Form 144 with respect to
that sale.

Sales under Rule 144 are also subject to certain notice and manner of sale
requirements and to the availability of current public information about us and
must be made in unsolicited brokers' transactions or to a market maker. A
person who is not our "affiliate" under the Securities Act during the three
months preceding a sale and who has beneficially owned shares for at least two
years is entitled to sell such shares under Rule 144 without regard to the
volume, notice, information and manner of sale provisions. Our affiliates must
comply with the restrictions and requirements of Rule 144 when transferring
restricted shares even after the two-year holding period has expired and must
comply with the restrictions and requirements of Rule 144 other than the one-
year holding period in order to sell unrestricted shares. Rule 144 allows
persons to include the holding period of the transferor under certain
circumstances.

Any of our employees, officers, directors or consultants who purchased or
were awarded shares or options to purchase shares prior to this offering are
generally entitled to rely on the resale

52
<PAGE>

provisions of Rule 701 under the Securities Act, which permit affiliates and
non-affiliates to sell such shares without having to comply with the holding
period restrictions of Rule 144, in each case commencing 90 days after the date
of this prospectus. In addition, non-affiliates may sell such shares without
complying with the public information, volume and notice provisions of Rule
144. Rule 701 is available for our option holders as to all 1,603,118 shares
issued pursuant to the exercise of options granted prior to this offering.

Messrs. Evanisko, Kalustian and Bascobert have certain rights to register in
the future under the Securities Act the shares of our common stock owned by
them. See "Certain Relationships and Related Transactions--Registration Rights
Agreement."

After 180 days after the offering, we intend to file a registration
statement on Form S-8 to register all of the shares of common stock reserved
for issuance pursuant to the 1998 Employee Long-Term Stock Investment Plan, the
1998 Executive Long-Term Stock Investment Plan and the 1995 Director Stock
Option Plan. Accordingly, shares issued upon exercise of such options will be
freely tradeable by holders who are not our affiliates and, subject to the
volume and other limitations of Rule 144, by holders who are affiliates.

53
<PAGE>

UNDERWRITING

Subject to the terms and conditions contained in an underwriting agreement,
dated , 1999, the underwriters named below, who are represented by
Donaldson, Lufkin & Jenrette Securities Corporation, Salomon Smith Barney Inc.,
Adams, Harkness & Hill, Inc. and DLJdirect Inc. have severally agreed to
purchase from us and the selling stockholders the number of shares of common
stock set forth opposite its name below.

<TABLE>
<CAPTION>
Number of
Underwriters: Shares
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation..................
Salomon Smith Barney Inc.............................................
Adams, Harkness & Hill, Inc..........................................
DLJdirect Inc........................................................
---------
Total............................................................. 4,600,000
=========
</TABLE>

The underwriting agreement provides that the underwriters' obligations to
purchase common stock depend on the satisfaction of the conditions contained in
the underwriting agreement, and that if any of the shares of common stock are
purchased by the underwriters under the underwriting agreement, then all of the
shares of common stock which the underwriters have agreed to purchase under the
underwriting agreement must be purchased. The conditions contained in the
underwriting agreement include the requirement that the representations and
warranties made by us to the underwriters are true, that there is no material
change in the financial markets and that we deliver to the underwriters
customary closing documents.

The underwriters initially propose to offer some of the shares of common
stock directly to the public at the initial public offering price set forth on
the cover page of this prospectus, and some of the shares to dealers at the
initial public offering price less a concession not in excess of $ per
share. The underwriters may allow, and such dealers may re-allow, a concession
not in excess of $ per share on sales to other dealers. After the initial
offering of the common stock to the public, the representatives may change the
public offering price and concessions. The underwriters do not intend to
confirm sales to any accounts over which they exercise discretionary authority.

The following table shows the per share and total public offering price,
underwriting discount to be paid by us to the underwriters and the proceeds
before expenses to us. The underwriting discount was determined through
discussion with our management and by reference to the underwriters' experience
with transactions of this type and companies in similar industries. This
information is presented assuming either no exercise or full exercise by the
underwriters of their over-allotment option.

<TABLE>
<CAPTION>
Per Without With
share Option Option
<S> <C> <C> <C>
Public offering price............................... $ $ $
Underwriting discount...............................
Proceeds before expenses to Braun Consulting........
Proceeds before expenses to the selling
stockholders.......................................
</TABLE>

The underwriting discount is equal to the public offering price per share of
common stock less the amount paid by the underwriters to us for each share of
common stock multiplied by the total

54
<PAGE>

number of shares in this offering. We anticipate that the underwriting fee will
be approximately 7% of the aggregate gross proceeds of this offering, or
approximately $3,542,000.

The expenses of this offering, exclusive of the underwriting discount, are
estimated at $1,000,000 and are payable by us.

An electronic prospectus is available on the Web site maintained by
DLJdirect Inc., an affiliate of Donaldson, Lufkin & Jenrette Securities
Corporation and a representative of the underwriters. Other than the prospectus
in electronic format, the information on such Web site relating to our offering
is not part of this prospectus and has not been approved or endorsed by us or
any underwriter, and should not be relied on by prospective investors.

Some of the selling stockholders have granted to the underwriters an option,
exercisable for 30 days after the date of this prospectus, to purchase up to
690,000 additional shares of common stock at the initial public offering price
less the underwriting discounts and commissions. The underwriters may exercise
such option solely to cover over-allotments, if any, made in connection with
this offering. To the extent the underwriters exercise this option, each
underwriter will be obligated, subject to certain conditions, to purchase a
number of additional shares approximately proportionate to that underwriter's
percentage underwriting commitment indicated in the first table in this
section.

We, together with the selling stockholders, have agreed to indemnify the
underwriters against liabilities, including liabilities under the Securities
Act and liabilities arising from breaches of the representations and warranties
contained in the underwriting agreement, and to contribute to payments that the
underwriters may be required to make for these liabilities.

We and our executive officers, directors, stockholders and some of the
option holders have agreed that, subject to some exceptions, for a period of
180 days from the date of this prospectus, they will not, without the prior
written consent of Donaldson, Lufkin & Jenrette Securities Corporation:

. offer, pledge, sell, contract to sell, sell or purchase any
option or contract to purchase or sell, as applicable, any
shares of common stock or any securities convertible into or
exercisable or exchangeable for common stock;

. grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any shares of
common stock or any securities convertible into or exercisable
or exchangeable for common stock; or

. enter into any swap or other arrangement that transfers all or a
portion of the economic consequences associated with the
ownership of any common stock.

Prior to this offering, no public market has existed for our common stock.
We will negotiate the initial public offering price for our common stock with
the representatives, but the price may not reflect the market price for our
common stock after the offering. Among the principal factors that we and the
representatives will consider in determining the initial public offering price
will be:

. the information included in this prospectus and otherwise
available to the representatives;

. the history of and prospects for our industry;

. our past and present operations, including our past and present
earnings and current financial position, the ability of our
management and our prospects for future earnings; and

55
<PAGE>

. the recent market prices of, and the demand for, publicly traded
common stock of generally comparable companies and market
conditions for initial public offerings.

We are applying to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "BRNC."

Other than in the United States, no action has been taken by us, the selling
stockholders or the underwriters that would permit a public offering of the
shares of common stock included in this offering in any jurisdiction where
action for that purpose is required. The shares included in this offering may
not be offered or sold, directly or indirectly, nor may this prospectus or any
other offering material or advertisements in connection with the offer and sale
of any shares of common stock be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with the applicable
rules and regulations of such jurisdiction. Persons who receive this prospectus
are advised to inform themselves about and to observe any restrictions relating
to this offering and the distribution of this prospectus. This prospectus is
not an offer to sell or a solicitation of an offer to buy any shares of common
stock in any jurisdiction where that would not be permitted or legal.

In connection with this offering, the underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock. Specifically, the underwriters may over-allot this offering,
creating a syndicate short position. The underwriters may bid for and purchase
our shares of common stock in the open market to cover such syndicate short
positions or to stabilize the price of our common stock. In addition, the
underwriting syndicate may reclaim selling concessions from syndicate members
and selected dealers if they repurchase previously distributed common stock in
syndicate covering transactions, in stabilizing transactions or otherwise, or
if Donaldson, Lufkin & Jenrette Securities Corporation receives a report which
indicates that the clients of such syndicate members have "flipped" our common
stock. These activities may stabilize or maintain the market price of the
common stock above independent market levels. The underwriters are not required
to engage in these activities and may end any of these activities at any time.

At our request, the underwriters have reserved up to 230,000 shares of the
common stock offered by this prospectus for sale to our officers, directors,
employees and their family members and to business associates of Braun
Consulting at the initial public offering price set forth on the cover page of
this prospectus. These persons must commit to purchase no later than the close
of business on the day following the date of this prospectus. The number of
shares available for sale to the general public will be reduced to the extent
these persons purchase the reserved shares.

LEGAL MATTERS

The validity of the issuance of the common stock offered by this prospectus
will be passed upon for Braun Consulting by Locke Liddell & Sapp LLP, Houston,
Texas. The underwriters have been represented by Sachnoff & Weaver, Ltd.,
Chicago, Illinois.

EXPERTS

The consolidated financial statements as of December 31, 1997 and 1998 and
for each of the three years in the period ended December 31, 1998 included in
this prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and have been so included
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.

56
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Financial Statements as of May 4, 1999 and for the Periods January 1
Through May 4, 1998 and 1999 (Unaudited):
Consolidated Balance Sheets............................................ F-2
Consolidated Statements of Income...................................... F-3
Consolidated Statements of Stockholders' Equity........................ F-4
Consolidated Statements of Cash Flows.................................. F-5
Notes to Consolidated Financial Statements............................. F-6
Financial Statements as of December 31, 1997 and 1998 and for Each of the
Three Years in the Period Ended December 31, 1998:
Independent Auditors' Report........................................... F-8
Consolidated Balance Sheets............................................ F-9
Consolidated Statements of Income...................................... F-10
Consolidated Statements of Stockholders' Equity........................ F-11
Consolidated Statements of Cash Flows.................................. F-12
Notes to Consolidated Financial Statements............................. F-13
</TABLE>

F-1
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
Pro Forma
As of As of As of
December 31, May 4, May 4,
1998 1999 1999
(In thousands, except
share data)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash......................................... $ 570 $ 605 $ 605
Accounts receivable (net of allowance of $90
in 1998 and $37 in 1999).................... 6,548 9,043 9,043
Accounts receivable--employees............... 357 704 704
Receivable from Wincite--current portion..... 114 114 114
Prepaid expenses and other current assets.... 251 467 467
------ ------- -------
Total current assets....................... 7,840 10,933 10,933
Receivable from Wincite........................ 95 95 95
Equipment, furniture and software--net......... 1,831 2,089 2,089
Intangibles (net of accumulated amortization of
$71 in 1998 and $87 in 1999).................. 79 63 63
------ ------- -------
Total assets............................... $9,845 $13,180 $13,180
====== ======= =======

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Current liabilities:
Notes payable................................ $2,745 $ 3,479 $ 3,479
Accounts payable............................. 1,124 1,485 1,485
Accrued compensation......................... 871 975 975
Other accrued liabilities.................... 206 418 418
Unearned revenue............................. 270 880 880
Distribution payable to stockholders......... 1,002 902 2,500
Deferred income taxes........................ -- -- 3,100
------ ------- -------
Total current liabilities.................. 6,218 8,139 12,837
Commitments and contingencies
Stockholders' equity:
Common stock, no par value; authorized,
100,000,000 shares; issued and outstanding,
11,964,002 in 1998 and 12,329,466 in 1999... 436 448 381
Notes receivable from stockholders........... (38) (38) (38)
Unearned deferred compensation............... (30) -- --
Retained earnings............................ 3,259 4,631 --
------ ------- -------
Total stockholders' equity................. 3,627 5,041 343
------ ------- -------
Total liabilities and stockholders' equity. $9,845 $13,180 $13,180
====== ======= =======
</TABLE>

See notes to consolidated financial statements.

F-2
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

<TABLE>
<CAPTION>
Periods From
January 1 Through
May 4,
----------------------
1998 1999
(In thousands, except
share and per share
data)
<S> <C> <C>
Revenues:
Consulting services.................................... $7,668 $13,164
Product sales.......................................... 659 410
---------- ----------
Total revenues....................................... 8,327 13,574
Costs and expenses:
Project personnel and expenses......................... 4,625 7,222
Cost of products sold.................................. 564 361
Selling and marketing expenses......................... 735 1,224
General and administrative expenses.................... 2,346 3,336
---------- ----------
Total costs and expenses............................. 8,270 12,143
---------- ----------
Operating income......................................... 57 1,431
Interest expense--net.................................... 35 59
---------- ----------
Income from continuing operations........................ 22 1,372
Loss from discontinued operations........................ (76) --
---------- ----------
Income (loss) before provision for income taxes.......... (54) 1,372
Provision for state income taxes......................... -- --
---------- ----------
Net income (loss)........................................ $ (54) $ 1,372
========== ==========
Pro forma (Note 3)
Income (loss) before provision for income taxes........ $ (54) $ 1,372
Pro forma provision (benefit) for income taxes......... (23) 549
---------- ----------
Pro forma net income (loss)............................ $ (31) $ 823
========== ==========
Earnings (loss) per share--basic:
Continuing operations.................................. $ 0.00 $ 0.11
Discontinued operations................................ (0.01) --
Pro forma net income (loss) (Note 3) .................. (0.00) 0.07
Earnings (loss) per share--diluted:
Continuing operations.................................. $ 0.00 $ 0.11
Discontinued operations................................ (0.01) --
Pro forma net income (loss) (Note 3)................... (0.00) 0.06
Weighted average shares:
Basic.................................................. 11,294,160 12,197,899
Diluted................................................ 12,277,080 12,837,717
Pro forma weighted average shares (Note 3):
Basic.................................................. 11,544,508 12,448,247
Diluted................................................ 12,527,428 13,088,065
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

<TABLE>
<CAPTION>
Notes
Receivable Unearned
Common From Deferred Retained
Shares Stock Stockholder Compensation Earnings Total
(In thousands, except share data)
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1999................... 11,964,002 $436 $(38) $(30) $3,259 $3,627
Exercise of stock
options.............. 365,468 12 -- -- -- 12
Issuance of stock
options.............. -- -- -- 30 -- 30
Net income............ -- -- -- -- 1,372 1,372
---------- ---- ---- ---- ------ ------
BALANCE, MAY 4, 1999.... 12,329,470 $448 $(38) $ -- $4,631 $5,041
========== ==== ==== ==== ====== ======
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

<TABLE>
<CAPTION>
Periods From
January 1
Through May 4,
---------------
1998 1999
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)........................................... $ (54) $ 1,372
Net loss from discontinued operations, net of provision
(benefit) for state income taxes........................... 76 --
----- --------
Income from continuing operations, net of provision
(benefit) for state income taxes........................... 22 1,372
Adjustments to reconcile income from continuing operations,
net of provision (benefit) for state income taxes, to net
cash flows from operating activities:
Compensation expense related to stock options............. -- 30
Deferred state income taxes............................... -- (8)
Depreciation and amortization............................. 76 223
Changes in assets and liabilities:
Accounts receivable..................................... (663) (2,842)
Prepaid expenses and other current assets............... (86) (216)
Accounts payable........................................ 136 361
Accrued liabilities..................................... (23) 324
Unearned revenue........................................ (7) 610
----- --------
Net cash flows from continuing operations............... (545) (146)
Net cash flows from discontinued operations............. (76) --
----- --------
Net cash flows from operating activities.............. (621) (146)
Cash flows from investing activities:
Purchases of equipment, furniture and software.............. (508) (465)
----- --------
Net cash flows from investing activities.............. (508) (465)
Cash flows from financing activities:
Borrowings.................................................. 666 734
Exercise of stock options................................... 25 12
Distributions paid to stockholders.......................... (76) (100)
----- --------
Net cash flows from financing activities.............. 615 646
----- --------
Net increase (decrease) in cash............................... (514) 35
Cash, January 1............................................... 953 570
----- --------
Cash, May 4................................................... $ 439 $ 605
===== ========
Supplemental disclosure of cash flow information:
Interest paid............................................... $ 26 $ 61
===== ========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Periods from January 1 through May 4, 1998 and 1999
(In thousands, except for share and per share data)
(Unaudited)
1. BASIS OF PRESENTATION

General--The accompanying unaudited consolidated financial statements have
been prepared from the records of Braun Consulting, Inc. (the "Company")
without audit, and in the opinion of management, include all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the Company's financial position at May 4, 1999 and its interim results of
operations and cash flows for the periods from January 1 through May 4, 1998
and 1999. The balance sheet as of December 31, 1998, presented herein, has been
derived from the audited financial statements of the Company for the year then
ended.

Accounting policies followed by the Company are described in Note 1 to the
audited consolidated financial statements for the year ended December 31, 1998.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted for purposes of the consolidated interim
financial statements. The consolidated interim financial statements should be
read in conjunction with the audited consolidated financial statements,
including the notes thereto, for the year ended December 31, 1998.

The results of operations for the periods presented herein are not
necessarily indicative of the results to be expected for the full year.

2. ACQUISITION

Pursuant to a Stock Purchase Agreement dated May 4, 1999 by and among the
Company, Vertex Partners, Inc. ("Vertex") and the stockholders of Vertex, the
Company acquired all of the outstanding stock of Vertex in exchange for
1,512,373 shares of the Company's common stock. The Company accounted for the
acquisition as a pooling-of-interests and the accompanying unaudited financial
statements for the periods from January 1 through May 4, 1998 and 1999 have
been restated to include the Vertex information.

Selected financial data of Braun Consulting, Inc. and Vertex prior to their
merger and on a combined basis were as follows:

<TABLE>
<CAPTION>
Braun
Consulting Vertex Combined
<S> <C> <C> <C>
Period from January 1, 1998 through May 4,
1998
Revenues................................. $ 6,661 $1,666 $ 8,327
Income (loss) from continuing operations. 449 (427) 22
Net income (loss)........................ 373 (427) (54)
Period from January 1, 1999 through May 4,
1999
Revenues................................. $10,164 $3,410 $13,574
Income from continuing operations........ 999 373 1,372
Net income............................... 999 373 1,372
</TABLE>

F-6
<PAGE>

3. PRO FORMA INFORMATION

The objective of the pro forma information is to show what the significant
effects on the historical information might have been had the Company not been
treated as an S Corporation for tax purposes.

Income taxes--The pro forma information presented on the consolidated
statements of income reflects a provision for income taxes at an effective rate
of 42.6% and 40.0% for the periods from January 1 through May 4, 1998 and 1999,
respectively.

Pro forma Balance Sheet Information

Distributions--The Company intends to make an S corporation distribution in
the amount of $2,500 to stockholders which approximates taxes required to be
paid currently by the stockholders on S corporation earnings through the date
of the acquisition of Vertex and certain taxed but undistributed earnings
through the termination date of the Company's status as an S corporation.

Deferred income taxes--The Company will record a deferred income tax
liability upon termination of the Company's S corporation status. The pro forma
adjustments reflect this deferred tax liability of $3,100 as of May 4, 1999.

Pro forma net income (loss) per share--Pro forma net income (loss) per share
is calculated by dividing pro forma net income (loss) by the pro forma weighted
average number of common shares outstanding after giving effect to the
following as if they had been completed on January 1, 1998: (1) the S
corporation distribution of approximately $2.5 million and (2) solely to the
extent the proceeds will be used for the S corporation distribution, the
Company's initial public offering at an assumed $11.00 per share offering
price.

4. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of
common shares outstanding. Diluted earnings per share is computed based on the
weighted average number of dilutive potential common shares outstanding. The
following summarizes the effects of dilutive securities for the periods in
arriving at diluted earnings per share:

<TABLE>
<CAPTION>
Periods From
January 1 Through
May 4,
---------------------
1998 1999
<S> <C> <C>
Weighted average common shares--basic............... 11,294,160 12,197,899
Impact of dilutive securities:
Options........................................... 982,920 639,818
---------- ----------
Weighted average common shares--diluted............. 12,277,080 12,837,717
========== ==========
</TABLE>

F-7
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Braun Consulting, Inc.:

We have audited the accompanying consolidated balance sheets of Braun
Consulting, Inc. and subsidiaries (the "Company") as of December 31, 1997 and
1998, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our 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, such consolidated financial statements present fairly, in
all material respects, the financial position of Braun Consulting, Inc. and
subsidiaries as of December 31, 1997 and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE llp
Chicago, Illinois
May 4, 1999

F-8
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
As of December 31,
---------------------
1997 1998
(In thousands, except
share data)
ASSETS
<S> <C> <C>
Current assets:
Cash.................................................. $ 953 $ 570
Accounts receivable (net of allowance of $50 in 1997
and $90 in 1998)..................................... 5,099 6,548
Accounts receivable--employees........................ 13 357
Receivable from Wincite--current portion (Note 3)..... -- 114
Prepaid expenses and other current assets............. 78 251
Net assets of company held for disposition (Note 3)... 208 --
---------- ----------
Total current assets................................ 6,351 7,840
Receivable from Wincite (Note 3)........................ -- 95
Equipment, furniture and software--net (Note 4)......... 871 1,831
Intangibles (net of accumulated amortization of $21 in
1997 and $71 in 1998).................................. 129 79
---------- ----------
Total assets........................................ $ 7,351 $ 9,845
========== ==========

<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable (Note 5)................................ $ 1,851 $ 2,745
Accounts payable...................................... 587 1,124
Accrued compensation.................................. 936 871
Other accrued liabilities............................. 255 206
Unearned revenue...................................... 114 270
Distributions payable to stockholders................. 901 1,002
---------- ----------
Total current liabilities........................... 4,644 6,218
Commitments and contingencies (Note 7)
Stockholders' equity:
Common stock, no par value; authorized, 100,000,000
shares; issued and outstanding, 10,843,584 shares in
1997 and 11,964,002 shares in 1998................... 132 436
Notes receivable from stockholders.................... -- (38)
Unearned deferred compensation (Note 9)............... -- (30)
Retained earnings..................................... 2,575 3,259
---------- ----------
Total stockholders' equity.......................... 2,707 3,627
---------- ----------
Total liabilities and stockholders' equity.......... $ 7,351 $ 9,845
========== ==========
</TABLE>

See notes to consolidated financial statements.

F-9
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------
1996 1997 1998
(In thousands, except share
and per share data)
<S> <C> <C> <C>
Revenues:
Consulting services.......................... $10,840 $17,444 $26,907
Product sales................................ 432 2,064 955
------- ------- -------
Total revenues............................. 11,272 19,508 27,862
Costs and expenses:
Project personnel and expenses............... 6,346 10,161 16,072
Cost of products sold........................ 470 2,032 884
Selling and marketing expenses............... 275 1,111 2,303
General and administrative expenses.......... 2,484 4,345 7,777
------- ------- -------
Total costs and expenses................... 9,575 17,649 27,036
------- ------- -------
Operating income............................... 1,697 1,859 826
Interest expense--net.......................... 39 59 121
------- ------- -------
Income from continuing operations.............. 1,658 1,800 705
Income (loss) from discontinued operations
(Note 3)...................................... 1 (84) (101)
Gain on sale of discontinued operations (Note
3)............................................ -- -- 254
------- ------- -------
Income before provision for income taxes....... 1,659 1,716 858
Provision (benefit) for state income taxes..... -- 81 (3)
------- ------- -------
Net income..................................... $ 1,659 $ 1,635 $ 861
======= ======= =======
Pro forma (Unaudited--Note 2):
Income before provision for income taxes..... $ 1,659 $ 1,716 $ 858
Pro forma provision for income taxes......... 684 702 457
------- ------- -------
Pro forma net income......................... $ 975 $ 1,014 $ 401
======= ======= =======
Earnings (loss) per share--basic:
Continuing operations........................ $ 0.15 $ 0.17 $ 0.06
Discontinued operations...................... -- (0.01) 0.01
Pro forma net income (Unaudited--Note 2)..... 0.03
Earnings (loss) per share--diluted:
Continuing operations........................ $ 0.14 $ 0.15 $ 0.06
Discontinued operations...................... -- (0.01) 0.01
Pro forma net income (Unaudited--Note 2)..... 0.03
Weighted average shares:
<CAPTION>
Basic........................................ 10,831,397 10,843,584 11,572,451
Diluted...................................... 11,741,455 12,077,775 12,602,376
<S> <C> <C> <C>
Pro forma weighted average shares (Unaudited--
Note 2):
<CAPTION>
Basic........................................ 11,822,799
Diluted...................................... 12,852,724
</TABLE>

See notes to consolidated financial statements.

F-10
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Notes
Receivable Unearned
Common from Deferred Retained
Shares Stock Stockholders Compensation Earnings Total
(In thousands, except share data)

<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1996................... 10,249,580 $ 99 -- -- $1,353 $1,452
Exercise of stock
options.............. 594,004 33 -- -- -- 33
Distributions to
stockholders
declared............. -- -- -- -- (1,320) (1,320)
Net income............ -- -- -- -- 1,659 1,659
---------- ------- ----- ---- ------ ------
BALANCE, DECEMBER 31,
1996................... 10,843,584 132 -- -- 1,692 1,824
Distributions to
stockholders
declared............. -- -- -- -- (752) (752)
Net income............ -- -- -- -- 1,635 1,635
---------- ------- ----- ---- ------ ------
BALANCE, DECEMBER 31,
1997................... 10,843,584 132 -- -- 2,575 2,707
Exercise of stock
options.............. 1,120,418 81 $ (38) -- -- 43
Issuance of stock
options.............. -- 223 -- $(30) -- 193
Distributions to
stockholders
declared............. -- -- -- -- (177) (177)
Net income............ -- -- -- -- 861 861
---------- ------- ----- ---- ------ ------
BALANCE, DECEMBER 31,
1998................... 11,964,002 $ 436 $ (38) $(30) $3,259 $3,627
========== ======= ===== ==== ====== ======
</TABLE>

See notes to consolidated financial statements.

F-11
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December
31,
-------------------------
1996 1997 1998
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income........................................ $ 1,659 $ 1,635 $ 861
Net (gain) loss from discontinued operations, net
of provision (benefit) for state income taxes.... (1) 84 (153)
------- ------- -------
Income from continuing operations, net of
provision (benefit) for state income taxes....... 1,658 1,719 708
Adjustments to reconcile income from continuing
operations, net of provision (benefit) for state
income taxes, to net cash flows from operating
activities:
Compensation expense related to stock options... -- -- 193
Deferred state income taxes..................... -- (66) 8
Depreciation and amortization................... 264 325 593
Changes in assets and liabilities:
Accounts receivable........................... (1,250) (1,905) (1,793)
Prepaid expenses and other current assets..... (68) 21 (173)
Accounts payable.............................. (23) 303 537
Accrued liabilities........................... 91 936 (122)
Unearned revenue.............................. 104 10 156
------- ------- -------
Net cash flows from continuing operations... 776 1,343 107
Net cash flows from discontinued operations. (21) (111) 14
------- ------- -------
Net cash flows from operating activities.... 755 1,232 121
Cash flows from investing activities:
Purchases of equipment and furniture and
capitalized software costs....................... (320) (697) (1,503)
Acquisition of intangibles........................ -- (150) --
Proceeds from sale of discontinued operations..... -- -- 138
------- ------- -------
Net cash flows from investing activities.... (320) (847) (1,365)
Cash flows from financing activities:
Borrowings........................................ 401 1,300 1,843
Repayments of debt................................ (143) (401) (949)
Exercise of stock options......................... 33 -- 43
Distributions paid to stockholders................ (718) (452) (76)
------- ------- -------
Net cash flows from financing activities.... (427) 447 861
------- ------- -------
Net increase (decrease) in cash..................... 8 832 (383)
Cash, January 1..................................... 113 121 953
------- ------- -------
Cash, December 31................................... $ 121 $ 953 $ 570
======= ======= =======
Supplemental disclosure of cash flow information:
Interest paid..................................... $ 22 $ 100 $ 140
======= ======= =======
</TABLE>

See notes to consolidated financial statements.

F-12
<PAGE>

BRAUN CONSULTING, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements
Years Ended December 31, 1996, 1997 and 1998
(In thousands, except for share and per share data)

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business--Braun Consulting, Inc. (the "Company" or "Braun
Consulting") delivers comprehensive eSolutions by combining professional
services expertise in customer-centric strategy and business intelligence with
advanced Internet application development skills.

Principles of Consolidation--The accompanying consolidated financial
statements of Braun Consulting include the accounts of its wholly owned
subsidiaries, Vertex Partners, Inc. ("Vertex") and BTG Ltd. and its majority
owned limited liability company, Wincite Systems LLC (see Note 3). The Company
acquired all of the outstanding common stock of Vertex on May 4, 1999 in a
transaction accounted for as a pooling-of-interests. The accompanying
consolidated financial statements for the years ended December 31, 1996, 1997
and 1998 have been restated to include the Vertex information (see Note 11).
All significant intercompany balances have been eliminated.

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

Equipment, Furniture and Software--Equipment and furniture are stated at
cost less accumulated depreciation. Depreciation is provided over the estimated
useful lives of the related assets using the double-declining balance method.
Leasehold improvements are depreciated over the lives of the leases. Software
is stated at cost less accumulated amortization. The estimated useful lives
are:

<TABLE>
<S> <C>
Computer and office equipment................................... 3-5 years
Office furniture................................................ 7 years
Software........................................................ 3 years
</TABLE>

In March 1998, the Financial Accounting Standards Board issued Statement of
Position No. 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 provides guidance on applying
generally accepted accounting principles in addressing whether and under what
conditions the costs of internal-use software should be capitalized. The Company
adopted SOP 98-1 in 1998. During 1998, the Company capitalized $155 related to
the implementation of computer software obtained for internal use. These costs
primarily include licensing fees and internal labor costs of employees directly
associated with the implementation project.

Intangibles--Intangible assets comprise an acquired client list being
amortized over a period of three years.

F-13
<PAGE>

Long-Lived Assets--The Company periodically assesses the recoverability of
its long-lived assets based on its expectations of future profitability and
undiscounted cash flow of the related operations. These factors, along with
management's plans with respect to the operations, are considered in assessing
the recoverability of long-lived assets. If the Company determines, based on
such measures, that the carrying amount is impaired, the long-lived assets will
be written down to their recoverable value with a corresponding charge to
earnings. Recoverable value is calculated as the amount of estimated future
cash flows (undiscounted and without interest charges) for the remaining
amortization period. During the periods presented no such impairment was
incurred.

Revenue Recognition--The Company maintains agreements with consulting
clients that establish service fees on both a time-and-materials basis and on a
fixed-price basis. Revenue is recognized as services are performed. Out-of-
pocket expenses included in project personnel and expenses are net of client
expense reimbursements in the accompanying consolidated statements of income.
Losses on contracts, if any, are provided for in full in the period when
determined. Revenue from sales of software is recognized upon delivery of the
product.

Income Taxes--The Company, with the consent of its stockholders, has elected
to be taxed as an S corporation for federal and most states' income tax
reporting purposes, which provides that taxable income or loss of the Company
is generally passed through to the individual stockholders. Accordingly, no
provision for such income taxes has been recorded in the accompanying financial
statements. The Company has elected to be taxed as a C corporation in the state
of Massachusetts. Accordingly, taxes are provided for income attributable to
the Company's operations in this state. As of December 31, 1997 and 1998, the
Company had a net deferred tax liability of $66 and $58, respectively, included
in accrued liabilities on the accompanying balance sheets. Deferred taxes
relate primarily to the timing of cash receipts and cash payments as the
Company is a cash basis tax-payer in the state of Massachusetts.

Earnings Per Share--Basic earnings per share is computed based on the
weighted average number of common shares outstanding. Diluted earnings per
share is computed based on the weighted average number of dilutive potential
common shares outstanding. The following summarizes the effects of dilutive
securities for the periods in arriving at diluted earnings per share:

<TABLE>
<CAPTION>
1996 1997 1998
<S> <C> <C> <C>
Weighted average common
shares--basic.......... 10,831,397 10,843,584 11,572,451
Impact of dilutive
securities:
Options................. 910,058 1,234,191 1,029,925
---------- ---------- ----------
Weighted average common
shares--diluted........ 11,741,455 12,077,775 12,602,376
========== ========== ==========
</TABLE>

Recent Accounting Pronouncement--In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
is effective for all fiscal quarters of all fiscal years beginning after June
15, 1999 (January 1, 2000 for the Company). SFAS No. 133 establishes accounting
and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133 requires the recognition
of all derivatives as either assets or liabilities in the statement of
financial position and the measurement of those instruments at fair value. The
Company expects that the adoption of SFAS No. 133 will not have a material
impact on its financial position or its results of operations.

F-14
<PAGE>

2. PRO FORMA INFORMATION (UNAUDITED)

Since 1995, the Company has been treated as an S corporation for federal and
certain state income tax purposes. The objective of the pro forma financial
information is to show what the significant effects on the historical financial
information might have been had the Company not have been treated as an S
corporation for income tax purposes since that time. The following pro forma
adjustments have been made.

Pro Forma Income Statement Information

Income Taxes--The pro forma information presented on the statements of
income reflect a provision for income taxes at an effective rate of 41.2%,
40.9%, and 53.3% for the years ended December 31, 1996, 1997 and 1998,
respectively.

3. DISCONTINUED OPERATIONS

On May 28, 1998, the Company sold its interest in Wincite Systems LLC
("Wincite") to the minority owner. The consolidated financial statements and
related notes reflect Wincite as a discontinued operation. The revenues from
this operation, after intercompany eliminations, amounted to approximately $877
and $674 for the years ended December 31, 1996 and 1997, respectively, and $164
for the period January 1, 1998 through May 28, 1998. The assets and liabilities
of this operation, consisting primarily of customer accounts receivable,
property and equipment, and notes payable, are classified as net assets of
company held for disposition, net of the related minority interest, as of
December 31, 1997.

In connection with the sale of Wincite, Braun Consulting is to receive two
equal annual principal payments in the amount of $95 beginning May 31, 1999.

4. EQUIPMENT, FURNITURE AND SOFTWARE

Equipment, furniture and software, and the related accumulated depreciation
and amortization consist of the following:

<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
Computer and office equipment............................. $1,376 $2,023
Office furniture.......................................... 285 784
Software.................................................. 138 369
Leasehold improvements.................................... 10 36
------ ------
1,809 3,212
Accumulated depreciation and amortization................. (938) (1,381)
------ ------
Total................................................. $ 871 $1,831
====== ======
</TABLE>

F-15
<PAGE>

5. NOTES PAYABLE

Notes payable at December 31, 1997 and 1998 are payable within one year and
consist of the following:

<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
Notes payable--bank........................................ $1,500 $2,595
Notes payable--stockholders................................ 351 150
------ ------
Total.................................................. $1,851 $2,745
====== ======
</TABLE>

The Company entered into a revolving line of credit agreement in the amount
of $3,000 on December 31, 1998 with a maturity date of January 31, 2000. The
line of credit was $1,500 as of December 31, 1997. The line bears interest at
the bank's prime rate (7.75% at December 31, 1998). The agreement requires the
Company to maintain certain covenants. As of December 31, 1998, the Company
obtained a waiver from its lender related to the Company's violation of certain
covenants. The line of credit is secured by all of the Company's accounts. The
amount drawn on the line was $1,000 and $2,445 as of December 31, 1997 and
1998, respectively.

A subsidiary of the Company maintains a revolving line of credit agreement
in the amount of $950. The line bears interest at the bank's prime rate (7.75%
at December 31, 1998) plus one percentage point and is payable upon lender's
demand. The line is secured by substantially all of the assets of the
subsidiary. The amount drawn on the line was $500 and $150 as of December 31,
1997 and 1998, respectively.

Notes payable to the stockholders consist of advances from the principal
stockholders. Terms of the 1997 notes with an outstanding principal balance of
$212 as of December 31, 1997 include a provision for monthly payments plus
interest at a fixed rate of 10%. There were no stated terms for the 1997 notes
with an outstanding principal balance of $139. The 1997 notes were repaid by
the Company during 1998. Terms of the 1998 notes include a provision for
monthly payments plus interest at a fixed rate of 8%. The 1998 note was repaid
by the Company in January 1999.

The carrying amount of the notes payable approximates fair value because the
floating interest rates reflect market rates.

6. COMMON STOCK

Effective December 21, 1997, the Company declared a 6,605-for-1 stock split.
All stock and rights to purchase stock amounts included within the financial
statements have been adjusted to reflect the effects of the stock split.

7. LEASES

The Company leases office facilities under operating lease agreements
through 2005. In addition, the Company also leases equipment and accessories
under an operating lease agreement expiring in 2002.

F-16
<PAGE>

Future minimum lease payments anticipated under these agreements are as
follows:

<TABLE>
<CAPTION>
Year Ending
December 31 Facilities Equipment
<S> <C> <C>
1999................................................ $1,217 $ 43
2000................................................ 1,312 43
2001................................................ 1,337 43
2002................................................ 963 22
2003................................................ 828 --
Thereafter.......................................... 1,414 --
------ ----
Total........................................... $7,071 $151
====== ====
</TABLE>

Rent expense for facilities and equipment was $340, $516 and $876 for the
years ended December 31, 1996, 1997 and 1998, respectively.

8. EMPLOYEE BENEFIT PLANS

The Company sponsors two 401(k) plans which cover substantially all of its
employees. Annual contributions under the plans are on an employer matching
basis of 20% or 25%, depending on the plans, of the participant's "eligible
contribution," as defined. A participant's "eligible contribution" is equal to
the amount of the participant's elective deferrals for the plan year which does
not exceed 5% of compensation. During the years ended December 31, 1996, 1997
and 1998, the Company expensed $44, $86 and $144, respectively, related to the
plans.

9. STOCK OPTION COMPENSATION PLANS

Vertex Plan--In 1994, the Company initiated a Stock Option Compensation Plan
(the "1994 Plan"). Under the 1994 Plan, certain employees were given the right
to acquire shares of common stock. The number of shares, exercise price of
shares and vesting conditions were determined by the directors. No compensation
expense was recognized in 1996 and 1997. In 1998, the Company granted options
to certain employees and the option exercise price per share was less than the
fair market value at the date of grant, thus creating unearned deferred
compensation. The difference between the fair market value and the option price
was recorded as unearned deferred compensation and is being charged to
operations over the vesting periods of the options. In 1998, $193 was charged
to operations.

Braun Consulting 1995 Plan--In 1995, the Company adopted a Stock Option
Compensation Plan (the "1995 Plan"). Under the 1995 Plan, certain employees
were given the right to acquire shares of common stock. The number of shares,
exercise price of shares, and vesting conditions were determined by the
directors at the grant date. All shares have a fair value and exercise price of
$.05. Under the terms of certain of the option grants, the Company subsidized
the exercise price and, accordingly, recognized compensation expense of $13 in
1997 related to these subsidies. All compensation expense related to these
subsidies was recognized prior to December 31, 1997. Therefore, no compensation
expense was recognized in 1998.

Braun Consulting 1998 Plans--The Company adopted the 1998 Employee Long-Term
Stock Investment Plan and the 1998 Executive Long-Term Stock Investment Plan in
1998 (the "1998 Plans"). Under the 1998 Plans, certain employees and executives
were given the right to acquire

F-17
<PAGE>

shares of common stock. The number of shares, exercise price of shares and
vesting conditions were determined by the directors. The exercise price of the
shares issued under the 1998 Plans was equal to fair value at the date of
grant. Accordingly, no compensation expense was recognized in 1998. The shares
available for future grants at December 31, 1998 was 1,742,475.

The following summarizes changes in stock options under the 1998 Plans for
the years ended December 31, 1996, 1997 and 1998:

<TABLE>
<CAPTION>
1996 1997 1998
-------------------------- ------------------------ --------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of year...... 1,955,623 $0.05 1,461,619 $0.05 1,461,619 $0.05
Shares granted.......... 100,000 0.05 -- -- 1,773,716 1.79
Options exercised....... (594,004) 0.06 -- -- (1,120,419) 0.07
Shares forfeited........ -- -- -- -- (265,165) 0.51
---------- --------- ----------
Options outstanding, end
of year................ 1,461,619 0.05 1,461,619 0.05 1,849,751 1.64
========== ========= ==========
Options exercisable, end
of year................ 388,376 0.05 388,376 0.05 140,208 1.61
========== ========= ==========
Weighted average fair
value of options
granted during the
year................... $ .05 $ -- $ 1.94
========== ========= ==========
</TABLE>

Additional information for options outstanding and options exercisable under
the plans at December 31, 1998 is as follows:

<TABLE>
<CAPTION>
Weighted
Average
Remaining
Contractual
Exercise Outstanding Life in Exercisable
Price Shares Years Shares
<S> <C> <C> <C>
$0.05 400,991 1.35 --
0.20 197,258 1.21 --
0.90 370,500 4.20 92,625
3.00 881,002 6.82 47,583
--------- -------
1,849,751 140,208
========= =======
</TABLE>

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," was issued and is effective for
financial statements for fiscal years beginning after December 15, 1995. As
permitted by SFAS No. 123, the Company will continue to measure the Plans' cost
in accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." Had compensation cost for the Company's Plans been
determined consistent with the fair value method prescribed by SFAS No. 123,
the impact on the Company's net income and earnings per share would have been
as follows:

<TABLE>
<CAPTION>
1996 1997 1998
<S> <C> <C> <C>
Net income:
As reported......................................... $1,659 $1,635 $861
Pro forma........................................... 1,651 1,628 774
Earnings per share--basic (Unaudited):
Pro forma as reported............................... 0.09 0.09 0.03
Pro forma SFAS 123.................................. 0.09 0.09 0.03
Earnings per share--diluted (Unaudited):
Pro forma as reported............................... 0.08 0.08 0.03
Pro forma SFAS 123.................................. 0.08 0.08 0.02
</TABLE>

F-18
<PAGE>

The effects of applying SFAS No. 123 in this pro forma disclosure may not be
indicative of effects on reported net income for future years.

For pro forma note purposes, the fair value of each option granted is
estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted average assumptions:

<TABLE>
<CAPTION>
Years Ended
December 31,
----------------
1996 1997 1998
<S> <C> <C> <C>
1994 Plan:
Expected future dividend yield........................ 0.0% 0.0% 0.0%
Risk-free interest rate............................... 7.9% 7.9% 6.4%
Expected life (months)................................ 60 60 40
1995 and 1998 Plans:
Expected future dividend yield........................ 0.0% 0.0% 0.0%
Risk-free interest rate............................... 7.9% 7.9% 5.8%
Expected life (months)................................ 55 55 72
</TABLE>

As the Company's stock is not publicly traded, the effects of volatility
have been ignored given the uncertainty of future stock prices.

10. SEGMENT REPORTING AND SIGNIFICANT CLIENTS

The Company engages in business activities in one operating segment which
provides integrated management consulting services with advanced Internet
application development skills. Senior management is provided information about
the revenues generated in key client industries and service areas. The
resources needed to deliver the Company's services are not separately reported
by industry or service area. The Company's services are delivered to clients
primarily in the United States and the Company's assets are located in the
United States.

Four customers accounted for 18.7%, 15.9%, 11.7% and 10.1%, respectively of
total revenues in 1996. One customer accounted for 19.0% of total revenues in
1997. One customer accounted for 18.6% of total revenues in 1998. This summary
involves five different clients.

F-19
<PAGE>

11. SUBSEQUENT EVENT

Pursuant to a Stock Purchase Agreement dated May 4, 1999 by and among the
Company, Vertex Partners, Inc ("Vertex") and the stockholders of Vertex, the
Company acquired all of the outstanding stock of Vertex in exchange for
1,512,373 shares of the Company's common stock. The Company accounted for the
acquisition as a pooling-of-interests and the accompanying audited financial
statements and related notes as of December 31, 1997 and 1998 and for the years
ended December 31, 1996, 1997 and 1998 have been restated to include the Vertex
information.

<TABLE>
<CAPTION>
Braun
Consulting Vertex Combined
<S> <C> <C> <C>
Year ended December 31, 1996
Revenues........................................... $ 6,229 $5,043 $11,272
Income from continuing operations.................. 529 1,129 1,658
Net income......................................... 530 1,129 1,659
Year ended December 31, 1997
Revenues........................................... $13,432 $6,076 $19,508
Income from continuing operations.................. 1,179 621 1,800
Net income......................................... 1,095 540 1,635
Year ended December 31, 1998
Revenues........................................... $20,977 $6,885 $27,862
Income from continuing operations.................. 635 70 705
Net income......................................... 788 73 861
</TABLE>

F-20
<PAGE>

(Inside back cover)

[Braun Consulting logo]
<PAGE>

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

, 1999

[Logo]

Braun Consulting, Inc.

4,600,000 Shares of Common Stock

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

PROSPECTUS

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

Donaldson, Lufkin & Jenrette

Salomon Smith Barney

Adams, Harkness & Hill, Inc.

DLJdirect Inc.

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

We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make any representation as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor
any sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of Braun
Consulting have not changed since the date hereof.

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

Until , 1999 (25 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
is in addition to the dealers' obligation to deliver a prospectus when acting
as underwriters and with respect to their unsold allotments or subscriptions.

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with issuance
and distribution of the securities being registered, all of which shall be paid
by Braun Consulting. All of such amounts (except the Securities and Exchange
Commission Registration Fee, the NASD Filing Fee and the Nasdaq National Market
Listing Fee) are estimated.

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee........... $ 17,648
NASD Filing Fee............................................... 6,848
Nasdaq National Market Listing Fee............................ 95,000
Printing Expenses............................................. 200,000
Legal Fees and Expenses....................................... 200,000
Accounting Fees and Expenses.................................. 200,000
Blue Sky Fees and Expenses.................................... 5,000
Transfer Agent and Registrar Fees and Expenses................ 10,000
Travel and Miscellaneous Expenses............................. 265,504
----------
Total..................................................... $1,000,000
==========
</TABLE>

Item 14. Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 145(a) of the Delaware General Corporation Law ("DGCL") provides
that any person made a party to any action by reason of the fact that he is or
was a director, officer, employee or agent of Braun Consulting may and, in
certain cases, must be indemnified by Braun Consulting against, in the case of
a non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorneys' fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses
(including attorneys' fees), if in either type of action he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of Braun Consulting. This indemnification does not apply, in a
derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to Braun Consulting, unless upon court
order it is determined that, despite such adjudication of liability, but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for expenses, and, in a non-derivative action, to any criminal
proceeding in which such person had reasonable cause to believe his conduct was
unlawful.

Certificate of Incorporation

The certificate of incorporation of Braun Consulting provides that a
director of Braun Consulting shall not be personally liable to Braun Consulting
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to Braun Consulting or its stockholders, (2) for acts or omissions not
in

II-1
<PAGE>

good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL or (4) for any transaction from which
the director derived an improper personal benefit. Additionally, the
certificate of incorporation provides that Braun Consulting will indemnify its
officers and directors to the fullest extent permitted by the DGCL. However, if
the DGCL is amended to authorize the further elimination or limitation of the
liability of directors, then the liability of a director of Braun Consulting,
in addition to the limitation on personal liability described above, shall be
limited to the fullest extent permitted by the amended DGCL. Further, any
repeal or modification of such provision of the certificate of incorporation by
the stockholders of Braun Consulting shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
Braun Consulting existing at the time of such repeal or modification.

Bylaws

Braun Consulting's Bylaws generally provide for indemnification of officers,
directors, employees and agents of Braun Consulting and persons serving at the
request of Braun Consulting in such capacities for other business organizations
against certain losses, costs, liabilities, and expenses incurred by reason of
their positions with Braun Consulting or such other business organizations. In
the case of non-derivative actions, Braun Consulting will indemnify such
persons against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement incurred by such person as long as they acted in
good faith and in a manner they believed to be in or not opposed to the best
interests of Braun Consulting. In the case of derivative actions, Braun
Consulting will indemnify such persons against expenses, including attorneys'
fees, incurred by them as long as they acted in good faith and in a manner they
believed to be in or not opposed to the best interests of Braun Consulting.
Braun Consulting also has policies insuring its officers and directors and
certain officers and directors of its wholly owned subsidiaries against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933, as amended.

Underwriting Agreement

The underwriting agreement will provide for the indemnification of the
directors and officers of Braun Consulting in certain circumstances.

Insurance

Braun Consulting intends to maintain a policy of liability insurance to
insure its officers and directors and certain directors and officers of its
wholly owned subsidiaries against losses resulting from certain acts committed
by them in their capacities as officers and directors of Braun Consulting or
its subsidiaries.

Item 15. Recent Sales of Unregistered Securities.

Since January 1, 1996, Braun Consulting has sold and issued the following
securities:

(1) Pursuant to the 1995 Director Stock Option Plan, 1,603,118 shares of
common stock have been issued pursuant to the exercise of options by five
employees at a weighted average exercise price of $0.05 per share. Pursuant
to the 1998 Employee Long-Term Stock Investment Plan, 20,000 shares of
common stock have been issued pursuant to the exercise of options by two
employees at a weighted average exercise price of $0.05 per share. These
issuances of securities were made in reliance on Rule 701.

II-2
<PAGE>

(2) On May 4, 1999, Braun Consulting issued to the stockholders of
Vertex Partners, Inc. 1,512,373 shares in connection with the acquisition
of Vertex Partners, Inc. by Braun Consulting. The stockholders of Vertex
Partners, Inc. receiving shares of common stock of Braun Consulting
consisted of Michael J. Evanisko and certain trusts for his children
(690,401), James M. Kalustian (493,144), and Paul J. Bascobert (328,828).
This issuance of shares was made in reliance on Section 4(2).

None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions, or any public offerings.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
**1.1 Form of Underwriting Agreement.

*3.1 Certificate of Incorporation.

**3.2 Form of Bylaws.

***4.1 Specimen Certificate representing Common Stock.

*4.2 Registration Rights Agreement dated as of May 4, 1999 by and
among Braun Consulting, Inc., Michael J. Evanisko, James M.
Kalustian and Paul J. Bascobert.

**5.1 Opinion of Locke Liddell & Sapp LLP.

*9.1 Voting Trust Agreement dated February 1, 1998 by and between
Wayne L. Schneider, Josephine L. Schneider, Amos W. Braun,
LaVerne M. Braun, Michael K. Braun, Maureen B. Braun, Janet M.
Ostendorf, Gregory A. Ostendorf and Steven J. Braun.

*10.1 Employment Agreement dated effective as of May 5, 1999 between
Braun Consulting, Inc. and Paul J. Bascobert.

*10.2 Employment Agreement dated effective as of May 5, 1999 between
Braun Consulting, Inc. and Michael J. Evanisko.

*10.3 Employment Agreement dated effective as of May 5, 1999 between
Braun Consulting, Inc. and James M. Kalustian.

*10.4 Executive Employment Agreement dated November 1, 1998 between
Braun Technology Group, Inc. and Thomas J. Duvall.

*10.5 Agreement dated September 1, 1998 between Steven J. Braun and
Stephen J. Miller.

*10.6 1995 Director Stock Option Plan.

*10.7 1998 Employee Long-Term Stock Investment Plan.

*10.8 1998 Executive Long-Term Stock Investment Plan.
*21.1 Subsidiaries of Braun Consulting, Inc.

**23.1 Consent of Deloitte & Touche LLP.

**23.2 Consent of Locke Liddell & Sapp LLP (contained in Exhibit 5.1).

*24.1 Power of Attorney (included on the signature page of this
registration statement).

*27.1 Financial Data Schedule.
</TABLE>
- ---------------------

* Previously filed.

** Filed herewith.

*** To be filed by amendment.

II-3
<PAGE>

(b) Financial Statement Schedules.

All schedules are omitted because they are not applicable or because the
required information is contained in the Consolidated Financial Statements or
Notes thereto.

Item 17. Undertakings.

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

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with 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.

The undersigned registrant hereby undertakes that:

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

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

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment no. 1 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on July 1, 1999.

Braun Consulting, Inc.

Dated: July 1, 1999 /s/ Steven J. Braun
By: _________________________________
Steven J. Braun
President, Chief Executive Officer
and Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to registration statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Steven J. Braun President, Chief Executive July 1, 1999
____________________________________ Officer and Chairman of the
Steven J. Braun Board (Principal Executive
Officer)

/s/ John C. Burke Chief Financial Officer and July 1, 1999
____________________________________ Treasurer (Principal
John C. Burke Financial Officer and
Principal Accounting
Officer)

* Director July 1, 1999
____________________________________
Thomas J. Duvall

* Director July 1, 1999
____________________________________
Stephen J. Miller

* Director July 1, 1999
____________________________________
Michael J. Evanisko

* Director July 1, 1999
____________________________________
James M. Kalustian

* /s/ Gregory A. Ostendorf
____________________________________
Gregory A. Ostendorf
Attorney-in-Fact
</TABLE>

II-5

<PAGE>

4,600,000 Shares/1/

BRAUN CONSULTING, INC.

Common Stock

UNDERWRITING AGREEMENT
----------------------

__________, 1999

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
ADAMS, HARKNESS & HILL, INC.
DLJDIRECT INC.
As representatives of the several Underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

Braun Consulting, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the several underwriters named in Schedule I hereto (the
"Underwriters"), and certain stockholders of the Company named in Schedule II
hereto (the "Selling Stockholders") severally propose to sell to the several
Underwriters, an aggregate of 4,600,000 shares of the Common Stock, par value
$0.001 per share, of the Company (the "Firm Shares"), of which 4,100,000 shares
are to be issued and sold by the Company and 500,000 shares are to be sold by
the Selling Stockholders, each Selling Stockholder selling the amount set forth
opposite such Selling Stockholder's name in Schedule II hereto under the caption
"Number of Firm Shares." The Selling Stockholders also propose to issue and sell
to the several Underwriters not more than an additional 690,000 shares of the
Common Stock, par value $0.001 per share, of the Company (the "Additional
Shares") if requested by the Underwriters as provided in Section 2 hereof, each
Selling Stockholder selling the amount set forth opposite such Selling
Stockholder's name in Schedule II hereto under the caption "Maximum Number of
Additional Shares." The Firm Shares and the Additional Shares are hereinafter
referred to collectively as the "Shares." The shares of

- --------------------
/1/ Plus an option to purchase up to 690,000 Additional Shares from the Selling
Stockholders to cover over-allotments.

<PAGE>

common stock of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the "Common Stock." The
Company and the Selling Stockholders are hereinafter sometimes referred to
collectively as the "Sellers."

SECTION 1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Act"), a registration statement on Form S-1, including a
prospectus, relating to the Shares. The registration statement, as amended at
the time it became effective, including the information (if any) deemed to be
part of the registration statement at the time of effectiveness pursuant to Rule
430A under the Act, is hereinafter referred to as the "Registration Statement";
and the prospectus in the form first used to confirm sales of Shares is
hereinafter referred to as the "Prospectus." If the Company has filed or is
required pursuant to the terms hereof to file a registration statement pursuant
to Rule 462(b) under the Act registering additional shares of Common Stock (a
"Rule 462(b) Registration Statement"), then, unless otherwise specified, any
reference herein to the term "Registration Statement" shall be deemed to include
such Rule 462(b) Registration Statement.

SECTION 2. Agreements to Sell and Purchase and Lock-Up Agreements. On the
basis of the representations and warranties contained in this Agreement, and
subject to its terms and conditions, (i) the Company agrees to issue and sell
4,100,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not
jointly, to sell the number of Firm Shares set forth opposite such Selling
Stockholder's name in Schedule II hereto under the caption "Number of Firm
Shares" and (iii) each Underwriter agrees, severally and not jointly, to
purchase from each Seller at a price per Share of $______ (the "Purchase Price")
the number of Firm Shares (subject to such adjustments to eliminate fractional
shares as you may determine) that bears the same proportion to the total number
of Firm Shares to be sold by such Seller as the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto bears to the total
number of Firm Shares.

On the basis of the representations and warranties contained in this Agreement,
and subject to its terms and conditions, (i) certain of the Selling Stockholders
agree, severally and not jointly, to sell up to the number of Additional Shares
set forth opposite such Selling Stockholder's name in Schedule II hereto under
the caption "Maximum Number of Additional Shares," and (ii) the Underwriters
shall have the right to purchase, severally and not jointly, up to 690,000
Additional Shares from those Selling Stockholders who have agreed to sell
Additional Shares at the Purchase Price. Additional Shares may be purchased
solely for the purpose of covering over-allotments made in connection with the
offering of the Firm Shares. The Underwriters may exercise their right to
purchase Additional Shares in whole or in part from time to time by giving
written notice thereof to the Selling Stockholders within 30 days after the date
of this Agreement. You shall give any such notice on behalf of the Underwriters
and such notice shall specify the aggregate number of Additional Shares to be
purchased pursuant to such exercise and the date for payment and delivery
thereof, which date shall be a business day (i) no earlier than two business
days after such notice has been given (and, in any event, no earlier than the
Closing Date (as hereinafter defined)) and (ii) no later than ten business days
after such notice has been given.

2
<PAGE>

The maximum number of Additional Shares to be purchased from each such Selling
Stockholder is set forth in Schedule II hereto under the caption "Maximum Number
of Additional Shares." If less than the maximum number of Additional Shares is
to be purchased hereunder, each of such Selling Stockholders, severally and not
jointly, agrees to sell to the Underwriters the number of Additional Shares
(subject to such adjustments to eliminate fractional shares as you may
determine) that bears the same proportion to the total number of Additional
Shares to be purchased by the Underwriters as the maximum number of Additional
Shares to be sold by each of such Selling Stockholders bears to the total number
of Additional Shares. If any Additional Shares are to be purchased, each
Underwriter, severally and not jointly, agrees to purchase from such Selling
Stockholders the number of Additional Shares (subject to such adjustments to
eliminate fractional shares as you may determine) which bears the same
proportion to the total number of Additional Shares to be purchased from such
Selling Stockholders as the number of Firm Shares set forth opposite the name of
such Underwriter in Schedule I bears to the total number of Firm Shares.

Each Seller hereby agrees not to (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers all or a portion of the
economic consequences associated with the ownership of any Common Stock
(regardless of whether any of the transactions described in clause (i) or (ii)
is to be settled by the delivery of Common Stock, or such other securities, in
cash or otherwise), except to the Underwriters pursuant to this Agreement, for a
period of 180 days after the date of the Prospectus without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation. Notwithstanding
the foregoing, during such period (i) the Company may grant stock options
pursuant to the Company's existing stock option plans and (ii) the Company may
issue shares of Common Stock upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof. The Company also agrees
not to file any registration statement with respect to any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock for a period of 180 days after the date of the Prospectus without
the prior written consent of Donaldson, Lufkin & Jenrette Securities
Corporation. In addition, each Selling Stockholder agrees that, for a period of
180 days after the date of the Prospectus without the prior written consent of
Donaldson, Lufkin & Jenrette Securities Corporation, it will not make any demand
for, or exercise any right with respect to, the registration of any shares of
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock. The Company shall, prior to or concurrently with the execution
of this Agreement, deliver an agreement executed by (i) each Selling
Stockholder, (ii) each of the directors and officers of the Company who is not a
Selling Stockholder and (iii) each stockholder listed on Annex I hereto to the
effect that such person will not, during the period commencing on the date such
person signs such agreement and ending 180 days after the date of the
Prospectus, without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation, (A) engage in any of the transactions described in the
first sentence of this paragraph or (B) make any demand for, or exercise any
right with respect to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock.

3
<PAGE>

SECTION 3. Terms of Public Offering. The Sellers are advised by you that
the Underwriters propose (i) to make a public offering of their respective
portions of the Shares as soon after the execution and delivery of this
Agreement as in your judgment is advisable and (ii) initially to offer the
Shares upon the terms set forth in the Prospectus.

SECTION 4. Delivery and Payment. The Shares shall be represented by
definitive certificates and shall be issued in such authorized denominations and
registered in such names as Donaldson, Lufkin & Jenrette Securities Corporation
shall request no later than two business days prior to the Closing Date or the
applicable Option Closing Date (as defined below), as the case may be. The
Shares shall be delivered by or on behalf of the Sellers, with any transfer
taxes thereon duly paid by the respective Sellers, to Donaldson, Lufkin &
Jenrette Securities Corporation through the facilities of The Depository Trust
Company ("DTC"), for the respective accounts of the several Underwriters,
against payment to the Sellers of the Purchase Price therefore by wire transfer
of federal or other funds immediately available in New York City. The
certificates representing the Shares shall be made available for inspection not
later than 9:30 A.M., New York City time, on the business day prior to the
Closing Date or the applicable Option Closing Date (as defined below), as the
case may be, at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of delivery and payment for the Firm Shares shall be
9:00 A.M., New York City time, on ________, 1999 or such other time on the same
or such other date as Donaldson, Lufkin & Jenrette Securities Corporation and
the Company shall agree in writing. The time and date of delivery and payment
for the Firm Shares are hereinafter referred to as the "Closing Date." The time
and date of delivery and payment for any Additional Shares to be purchased by
the Underwriters shall be 9:00 A.M., New York City time, on the date specified
in the applicable exercise notice given by you pursuant to Section 2 or such
other time on the same or such other date as Donaldson, Lufkin & Jenrette
Securities Corporation, the Company and the Selling Stockholders shall agree in
writing. The time and date of delivery and payment for any Additional Shares are
hereinafter referred to as the "Option Closing Date."

The documents to be delivered on the Closing Date or any Option Closing Date on
behalf of the parties hereto pursuant to Section 9 of this Agreement shall be
delivered at the offices of Sachnoff & Weaver, Ltd., 30 S. Wacker Drive, Suite
2900, Chicago, Illinois 60606 and the Shares shall be delivered at the
Designated Office, all on the Closing Date or such Option Closing Date, as the
case may be.

SECTION 5. Agreements of the Company. The Company agrees with you:

a) To advise you promptly and, if requested by you, to confirm such advice
in writing, (i) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the suspension
of qualification of the Shares for offering or sale in any jurisdiction, or the
initiation of any proceeding for such purposes, (iii) when any amendment to the
Registration Statement becomes effective, (iv) if the Company is required to
file a Rule 462(b) Registration

4
<PAGE>

Statement after the effectiveness of this Agreement, when the Rule 462(b)
Registration Statement has become effective, and (v) of the happening of any
event during the period referred to in Section 5(d) below which makes any
statement of a material fact made in the Registration Statement or the
Prospectus untrue or which requires any additions to or changes in the
Registration Statement or the Prospectus in order to make the statements therein
not misleading. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company will use
its best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time.

b) To furnish to you four (4) signed copies of the Registration Statement
as first filed with the Commission and of each amendment to it, including all
exhibits, and to furnish to you and each Underwriter designated by you such
number of conformed copies of the Registration Statement as so filed and of each
amendment to it, without exhibits, as you may reasonably request.

c) To prepare the Prospectus, the form and substance of which shall be
satisfactory to you, and to file the Prospectus in such form with the Commission
within the applicable period specified in Rule 424(b) under the Act; during the
period specified in Section 5(d) below, not to file any further amendment to the
Registration Statement and not to make any amendment or supplement to the
Prospectus of which you shall not previously have been advised or to which you
shall reasonably object after being so advised; and, during such period, to
prepare and file with the Commission, promptly upon your reasonable request, any
amendment to the Registration Statement or amendment or supplement to the
Prospectus which may be necessary or advisable in connection with the
distribution of the Shares by you, and to use its best efforts to cause any such
amendment to the Registration Statement to become promptly effective.

d) Prior to 10:00 A.M., New York City time, on the first business day
after the date of this Agreement and from time to time thereafter for such
period as in the opinion of counsel for the Underwriters a prospectus is
required by law to be delivered in connection with sales by an Underwriter or a
dealer, to furnish in New York City to each Underwriter and any dealer as many
copies of the Prospectus (and of any amendment or supplement to the Prospectus)
as such Underwriter or dealer may reasonably request.

e) If during the period specified in Section 5(d), any event shall occur
or condition shall exist as a result of which, in the opinion of counsel for the
Underwriters, it becomes necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of
counsel for the Underwriters, it is necessary to amend or supplement the
Prospectus to comply with applicable law, forthwith to prepare and file with the
Commission an appropriate amendment or supplement to the Prospectus so that the
statements in the Prospectus, as so amended or supplemented, will not in the
light of the circumstances when it is so delivered, be misleading, or so that
the Prospectus will comply with applicable law, and to furnish to each
Underwriter and to any dealer as many copies thereof as such Underwriter or
dealer may reasonably request.

5
<PAGE>

f) Prior to any public offering of the Shares, to cooperate with you
and counsel for the Underwriters in connection with the registration or
qualification of the Shares for offer and sale by the several Underwriters and
by dealers under the state securities or Blue Sky laws of such jurisdictions as
you may request, to continue such registration or qualification in effect so
long as required for distribution of the Shares and to file such consents to
service of process or other documents as may be necessary in order to effect
such registration or qualification; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation in
any jurisdiction in which it is not now so qualified or to take any action that
would subject it to general consent to service of process or taxation other than
as to matters and transactions relating to the Prospectus, the Registration
Statement, any preliminary prospectus or the offering or sale of the Shares, in
any jurisdiction in which it is not now so subject.

g) To mail and make generally available to its stockholders as soon as
practicable an earnings statement covering the twelve-month period ending
September 30, 2000 that shall satisfy the provisions of Section 11(a) of the
Act, and to advise you in writing when such statement has been so made
available.

h) During the period of three years after the date of this Agreement, to
furnish to you as soon as available copies of all reports or other
communications furnished to the record holders of Common Stock or furnished to
or filed with the Commission or any national securities exchange on which any
class of securities of the Company is listed and such other publicly available
information concerning the Company and its subsidiaries as you may reasonably
request.

i) Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
expenses incident to the performance of the Sellers' obligations under this
Agreement, including: (i) the fees, disbursements and expenses of the Company's
counsel, the Company's accountants and any Selling Stockholder's counsel (in
addition to the Company's counsel) in connection with the registration and
delivery of the Shares under the Act and all other fees and expenses in
connection with the preparation, printing, filing and distribution of the
Registration Statement (including financial statements and exhibits), any
preliminary prospectus, the Prospectus and all amendments and supplements to any
of the foregoing, including the mailing and delivering of copies thereof to the
Underwriters and dealers in the quantities specified herein, (ii) all costs and
expenses related to the transfer and delivery of the Shares to the Underwriters,
including any transfer or other taxes payable thereon, (iii) all costs of
printing or producing this Agreement and any other agreements or documents in
connection with the offering, purchase, sale or delivery of the Shares, (iv) all
expenses in connection with the registration or qualification of the Shares for
offer and sale under the securities or Blue Sky laws of the several states and
all costs of printing or producing any Preliminary and Supplemental Blue Sky
Memoranda in connection therewith (including the filing fees and fees and
disbursements of counsel for the Underwriters in connection with such
registration or qualification and memoranda relating thereto), (v) the filing
fees and disbursements of counsel for the Underwriters in connection with the
review and clearance of the offering of the Shares by the National Association
of Securities Dealers, Inc.,

6
<PAGE>

(vi) all fees and expenses in connection with the preparation and filing of the
registration statement on Form 8-A relating to the Common Stock and all costs
and expenses incident to the listing of the Shares on the Nasdaq National
Market, (vii) the cost of printing certificates representing the Shares, (viii)
the costs and charges of any transfer agent, registrar and/or depositary, and
(ix) all other costs and expenses incident to the performance of the obligations
of the Company and the Selling Stockholders hereunder for which provision is not
otherwise made in this Section. The provisions of this Section shall not
supersede or otherwise affect any agreement that the Company and the Selling
Stockholders may otherwise have for allocation of such expenses among
themselves.

j) To use its best efforts to list for quotation the Shares on the Nasdaq
National Market and to maintain the listing of the Shares on the Nasdaq National
Market for a period of three years after the date of this Agreement.

k) To use its best efforts to do and perform all things required or
necessary to be done and performed under this Agreement by the Company prior to
the Closing Date or any Option Closing Date, as the case may be, and to satisfy
all conditions precedent to the delivery of the Shares.

l) If the Registration Statement at the time of the effectiveness of this
Agreement does not cover all of the Shares, to file a Rule 462(b) Registration
Statement with the Commission registering the Shares not so covered in
compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of
this Agreement and to pay to the Commission the filing fee for such Rule 462(b)
Registration Statement at the time of the filing thereof or to give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.

SECTION 6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:

a) The Registration Statement has become effective (other than any Rule
462(b) Registration Statement to be filed by the Company after the effectiveness
of this Agreement); any Rule 462(b) Registration Statement filed after the
effectiveness of this Agreement will become effective no later than 10:00 P.M.,
New York City time, on the date of this Agreement; and no stop order suspending
the effectiveness of the Registration Statement is in effect, and no proceedings
for such purpose are pending before or threatened by the Commission.

b) (i) The Registration Statement (other than any Rule 462(b) Registration
Statement to be filed by the Company after the effectiveness of this Agreement),
when it became effective, did not contain and, as amended, if applicable, will
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) the Registration Statement (other than any Rule 462(b)
Registration Statement to be filed by the Company after the effectiveness of
this Agreement) and the Prospectus comply and, as amended or supplemented, if
applicable, will comply in all material respects with the Act, (iii) if the
Company is required to file a Rule 462(b) Registration Statement after the
effectiveness of this Agreement, such Rule 462(b) Registration Statement and

7
<PAGE>

any amendments thereto, when they become effective (A) will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading and
(B) will comply in all material respects with the Act, and (iv) the Prospectus
does not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that the representations and
warranties set forth in this paragraph do not apply to statements or omissions
in the Registration Statement or the Prospectus based upon information relating
to any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein.

c) Each preliminary prospectus filed as part of the registration statement
as originally filed or as part of any amendment thereto, or filed pursuant to
Rule 424 under the Act, complied when so filed in all material respects with the
Act, and did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties set forth
in this paragraph do not apply to statements or omissions in any preliminary
prospectus based upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for use therein.

d) Each of the Company and its subsidiaries has been duly incorporated, is
validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and has the corporate power and authority to carry
on its business as described in the Prospectus and to own, lease and operate its
properties, and each is duly qualified and is in good standing as a foreign
corporation authorized to do business in each jurisdiction in which the nature
of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole.

e) Each of the parties to the Stock Purchase Agreement, dated as of May 4,
1999 (the "Purchase Agreement"), by and between the Company and Vertex Partners,
a Massachusetts corporation, had, at the time of the execution and delivery of
the Purchaser Agreement and at all times through and including the consummation
of the transactions contemplated thereby, the corporate power and authority to
enter into the Purchase Agreement and to consummate the transactions
contemplated thereby. The Purchase Agreement was duly authorized by all
necessary corporate action on the part of each of the parties thereto and was
duly executed and delivered by each of the parties thereto. The performance of
the Purchase Agreement and the consummation of the transactions therein
contemplated did not (a) result in any violation of the charter or bylaws of any
of the parties thereto or (b) result in a material breach or violation of any of
the terms or provisions of, or constitute a default under, or require the
consent or approval of any person or entity under, any bond, debenture, note or
other evidence of indebtedness, or any lease, contract, indenture, mortgage,
deed of trust, loan agreement, joint venture or other agreement or instrument to
which any party to the Purchase Agreement is or was a party or by which their
respective properties are or were bound, or any applicable statute, rule or
regulation,

8
<PAGE>

or any order, writ or decree of any court, government or governmental agency or
body having jurisdiction over any party to the Purchase Agreement or over any of
their respective properties or operations, except for such consents or approvals
as have been duly and timely received or obtained. No consent, approval,
authorization or order of or qualification with any court, government or
governmental agency or body having jurisdiction over any party to the Purchase
Agreement or over any of their respective properties or operations is or was
required for the execution and delivery of the Purchase Agreement and the
consummation of the transactions contemplated thereby, except for such consents,
approvals, authorizations, orders or qualifications as have been duly and timely
received or obtained. The purchase contemplated by the Purchase Agreement has
been duly and validly consummated and has become effective under applicable law.

f) Each of the parties to the Plan and Agreement of Merger, dated as of
_________, 1999 (the "Migratory Merger Agreement"), by and between the Company
and Braun Consulting, Inc., an Illinois corporation, had, at the time of the
execution and delivery of the Migratory Merger Agreement and at all times
through and including the consummation of the transactions contemplated thereby,
the corporate power and authority to enter into the Migratory Merger Agreement
and to consummate the transactions contemplated thereby. The Migratory Merger
Agreement was duly authorized by all necessary corporate action on the part of
each of the parties thereto and was duly executed and delivered by each of the
parties thereto. The performance of the Migratory Merger Agreement and the
consummation of the transactions therein contemplated did not (a) result in any
violation of the charter or bylaws of any of the parties thereto or (b) result
in a material breach or violation of any of the terms or provisions of, or
constitute a default under, or require the consent or approval of any person or
entity under, any bond, debenture, note or other evidence of indebtedness, or
any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint
venture or other agreement or instrument to which any party to the Migratory
Merger Agreement is or was a party or by which their respective properties are
or were bound, or any applicable statute, rule or regulation, or any order, writ
or decree of any court, government or governmental agency or body having
jurisdiction over any party to the Migratory Merger Agreement or over any of
their respective properties or operations, except for such consents or approvals
as have been duly and timely received or obtained. No consent, approval,
authorization or order of or qualification with any court, government or
governmental agency or body having jurisdiction over any party to the Migratory
Merger Agreement or over any of their respective properties or operations is or
was required for the execution and delivery of the Migratory Merger Agreement
and the consummation of the transactions contemplated thereby, except for such
consents, approvals, authorizations, orders or qualifications as have been duly
and timely received or obtained. The merger contemplated by the Migratory
Merger Agreement has been duly and validly consummated and has become effective
under applicable law.

g) The Company is permitted to account for the acquisition of Vertex
Partners as a pooling of interests and no condition exists that would prevent
the Company from accounting for the acquisition of with Vertex Partners as a
pooling of interests.

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<PAGE>

h) There are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or liens granted or issued by
the Company or any of its subsidiaries relating to or entitling any person to
purchase or otherwise to acquire any shares of the capital stock of the Company
or any of its subsidiaries, except as otherwise disclosed in the Registration
Statement.

i) All the outstanding shares of capital stock of the Company (including
the Shares to be sold by the Selling Stockholders) have been duly authorized and
validly issued and are fully paid, non-assessable and not subject to any
preemptive or similar rights; and the Shares to be issued and sold by the
Company have been duly authorized and, when issued and delivered to the
Underwriters against payment therefor as provided by this Agreement, will be
validly issued, fully paid and non-assessable, and the issuance of such Shares
will not be subject to any preemptive or similar rights.

j) All of the outstanding shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Company, directly or indirectly through one
or more subsidiaries, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature.

k) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

l) Neither the Company nor any of its subsidiaries is in violation of its
respective charter or by-laws or in default in the performance of any
obligation, agreement, covenant or condition contained in any indenture, loan
agreement, mortgage, lease or other agreement or instrument that is material to
the Company and its subsidiaries, taken as a whole, to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or their respective property is bound.

m) The execution, delivery and performance of this Agreement by the
Company, the compliance by the Company with all the provisions hereof and the
consummation of the transactions contemplated hereby will not (i) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except such as may be required under the
securities or Blue Sky laws of the various states), (ii) conflict with or
constitute a breach of any of the terms or provisions of, or a default under,
the charter or by-laws of the Company or any of its subsidiaries or any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Company and its subsidiaries, taken as a whole, to which the
Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries or their respective property is bound, (iii) violate or
conflict with any applicable law or any rule, regulation, judgment, order or
decree of any court or any governmental body or agency having jurisdiction over
the Company, any of its subsidiaries or their respective property or (iv) result
in the suspension, termination or revocation of any Authorization (as defined
below) of the Company or any of its subsidiaries or any other impairment of the
rights of the holder of any such Authorization.

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<PAGE>

n) There are no legal or governmental proceedings pending or, to our
knowledge, threatened to which the Company or any of its subsidiaries is or
could be a party or to which any of their respective property is or could be
subject that are required to be described in the Registration Statement or the
Prospectus and are not so described; nor are there any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not so described or filed as required.

o) Neither the Company nor any of its subsidiaries has violated any
foreign, federal, state or local law or regulation relating to the protection of
human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the
Employee Retirement Income Security Act of 1974, as amended, or any provisions
of the Foreign Corrupt Practices Act or the rules and regulations promulgated
thereunder, except for such violations which, singly or in the aggregate, would
not have a material adverse effect on the business, prospects, financial
condition or results of operation of the Company and its subsidiaries, taken as
a whole.

p) Each of the Company and its subsidiaries has such permits, licenses,
consents, exemptions, franchises, authorizations and other approvals (each, an
"Authorization") of, and has made all filings with and notices to, all
governmental or regulatory authorities and self-regulatory organizations and all
courts and other tribunals, including, without limitation, under any applicable
Environmental Laws, as are necessary to own, lease, license and operate its
respective properties and to conduct its business, except where the failure to
have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole. Each such Authorization is valid and in full
force and effect and each of the Company and its subsidiaries is in compliance
with all the terms and conditions thereof and with the rules and regulations of
the authorities and governing bodies having jurisdiction with respect thereto;
and no event has occurred (including, without limitation, the receipt of any
notice from any authority or governing body) which allows or, after notice or
lapse of time or both, would allow, revocation, suspension or termination of any
such Authorization or results or, after notice or lapse of time or both, would
result in any other impairment of the rights of the holder of any such
Authorization; and such Authorizations contain no restrictions that are
burdensome to the Company or any of its subsidiaries; except where such failure
to be valid and in full force and effect or to be in compliance, the occurrence
of any such event or the presence of any such restriction would not, singly or
in the aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole.

q) There are no costs or liabilities associated with Environmental Laws
(including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws or any
Authorization, any related constraints on operating activities and any potential
liabilities to third parties) which would, singly or in the aggregate, have a
material adverse effect on the business, prospects, financial condition or
results of operations of the Company and its subsidiaries, taken as a whole.

11
<PAGE>

r) This Agreement has been duly authorized, executed and delivered by the
Company.

s) Deloitte & Touche LLP are independent public accountants with respect
to the Company and its subsidiaries as required by the Act.

t) The consolidated financial statements included in the Registration
Statement and the Prospectus (and any amendment or supplement thereto), together
with related schedules and notes, present fairly the consolidated financial
position, results of operations and changes in financial position of the Company
and its subsidiaries on the basis stated therein at the respective dates or for
the respective periods to which they apply; such statements and related
schedules and notes have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved,
except as disclosed therein; the supporting schedules, if any, included in the
Registration Statement present fairly in accordance with generally accepted
accounting principles the information required to be stated therein; and the
other financial and statistical information and data set forth in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto) are, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and records of the
Company.

u) The Company is not and, after giving effect to the offering and sale of
the Shares and the application of the proceeds thereof as described in the
Prospectus, will not be, an "investment company" as such term is defined in the
Investment Company Act of 1940, as amended.

v) Except as described in the Registration Statement, there are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares registered
pursuant to the Registration Statement.

w) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there has not occurred any material adverse change or any development involving
a prospective material adverse change in the condition, financial or otherwise,
or the earnings, business, management or operations of the Company and its
subsidiaries, taken as a whole, (ii) there has not been any material adverse
change or any development involving a prospective material adverse change in the
capital stock or in the long-term debt of the Company or any of its subsidiaries
and (iii) neither the Company nor any of its subsidiaries has incurred any
material liability or obligation, direct or contingent.

x) Each certificate signed by any officer of the Company and delivered to
the Underwriters or counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to the Underwriters as to the matters
covered thereby.

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<PAGE>

SECTION 7. Representations and Warranties of the Selling Stockholders. Each
Selling Stockholder represents and warrants to each Underwriter that:

a) Such Selling Stockholder is the lawful owner of the Shares to be sold
by such Selling Stockholder pursuant to this Agreement and has, and on the
Closing Date or the Option Closing Date, as applicable, will have, good and
clear title to such Shares, free of all restrictions on transfer, liens,
encumbrances, security interests, equities and claims whatsoever.

b) The Shares to be sold by such Selling Stockholder have been duly
authorized and are validly issued, fully paid and non-assessable.

c) Such Selling Stockholder has, and on the Closing Date will have, full
legal right, power and authority, and all authorization and approval required by
law, to enter into this Agreement, the Custody Agreement signed by such Selling
Stockholder and the Company, as Custodian, relating to the deposit of the Shares
to be sold by such Selling Stockholder (the "Custody Agreement") and the Power
of Attorney of such Selling Stockholder appointing certain individuals as such
Selling Stockholder's attorneys-in-fact (the "Attorneys") to the extent set
forth therein, relating to the transactions contemplated hereby and by the
Registration Statement and the Custody Agreement (the "Power of Attorney") and
to sell, assign, transfer and deliver the Shares to be sold by such Selling
Stockholder in the manner provided herein and therein.

d) This Agreement has been duly authorized, executed and delivered by or
on behalf of such Selling Stockholder.

e) The Custody Agreement of such Selling Stockholder has been duly
authorized, executed and delivered by such Selling Stockholder and is a valid
and binding agreement of such Selling Stockholder, enforceable in accordance
with its terms.

f) The Power of Attorney of such Selling Stockholder has been duly
authorized, executed and delivered by such Selling Stockholder and is a valid
and binding instrument of such Selling Stockholder, enforceable in accordance
with its terms, and, pursuant to such Power of Attorney, such Selling
Stockholder has, among other things, authorized the Attorneys, or any one of
them, to execute and deliver on such Selling Stockholder's behalf this Agreement
and any other document that they, or any one of them, may deem necessary or
desirable in connection with the transactions contemplated hereby and thereby
and to deliver the Shares to be sold by such Selling Stockholder pursuant to
this Agreement.

g) Upon delivery of and payment for the Shares to be sold by such Selling
Stockholder pursuant to this Agreement, good and clear title to such Shares will
pass to the Underwriters, free of all restrictions on transfer, liens,
encumbrances, security interests, equities and claims whatsoever.

13
<PAGE>

h) The execution, delivery and performance of this Agreement and the
Custody Agreement and Power of Attorney of such Selling Stockholder by or on
behalf of such Selling Stockholder, the compliance by such Selling Stockholder
with all the provisions hereof and thereof and the consummation of the
transactions contemplated hereby and thereby will not (i) require any consent,
approval, authorization or other order of, or qualification with, any court or
governmental body or agency (except such as may be required under the securities
or Blue Sky laws of the various states), (ii) conflict with or constitute a
breach of any of the terms or provisions of, or a default under, the
organizational documents of such Selling Stockholder, if such Selling
Stockholder is not an individual, or any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which such Selling Stockholder is a
party or by which such Selling Stockholder or any property of such Selling
Stockholder is bound, or (iii) violate or conflict with any applicable law or
any rule, regulation, judgment, order or decree of any court or any governmental
body or agency having jurisdiction over such Selling Stockholder or any property
of such Selling Stockholder.

i) The information in the Registration Statement under the caption
"Principal and Selling Stockholders" which specifically relates to such Selling
Stockholder does not, and will not on the Closing Date, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

j) At any time during the period described in Section 5(d), if there is any
change in the information referred to in Section 7(i), such Selling Stockholder
will immediately notify you of such change.

k) Each certificate signed by or on behalf of such Selling Stockholder and
delivered to the Underwriters or counsel for the Underwriters shall be deemed to
be a representation and warranty by such Selling Stockholder to the Underwriters
as to the matters covered thereby.

SECTION 8. Indemnification.

a) The Sellers, jointly and severally, agree to indemnify and hold harmless
each Underwriter, its directors, its officers and each person, if any, who
controls any Underwriter within the meaning of Section 15 of the Act or Section
20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from
and against any and all losses, claims, damages, liabilities and judgments
(including, without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action,
that could give rise to any such losses, claims, damages, liabilities or
judgments) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment
thereto), the Prospectus (or any amendment or supplement thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or judgments are caused by any such untrue statement or
omission or alleged untrue statement or omission based upon information relating
to any Underwriter furnished in writing to the Company by such Underwriter
through you expressly for

14
<PAGE>

use therein; provided, however, that the foregoing indemnity agreement with
respect to any preliminary prospectus shall not inure to the benefit of any
Underwriter who failed to deliver a Prospectus (as then amended or supplemented,
provided by the Company to the several Underwriters in the requisite quantity
and on a timely basis to permit proper delivery on or prior to the Closing Date)
to the person asserting any losses, claims, damages and liabilities and
judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if such
material misstatement or omission or alleged material misstatement or omission
was cured in such Prospectus and such Prospectus was required by law to be
delivered at or prior to the written confirmation of sale to such person.
Notwithstanding the foregoing, the aggregate liability of any Selling
Stockholder pursuant to this Section 8(a) shall be limited to an amount equal to
the total proceeds (before deducting underwriting discounts and commissions and
expenses) received by such Selling Stockholder from the Underwriters for the
sale of the Shares sold by such Selling Stockholder hereunder.

b) Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement, each person, if any, who controls the Company within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, each Selling
Stockholder and each person, if any, who controls such Selling Stockholder
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Sellers to such Underwriter
but only with reference to information relating to such Underwriter furnished in
writing to the Company by such Underwriter through you expressly for use in the
Registration Statement (or any amendment thereto), the Prospectus (or any
amendment or supplement thereto) or any preliminary prospectus.

c) In case any action shall be commenced involving any person in respect of
which indemnity may be sought pursuant to Section 8(a) or 8(b) (the "indemnified
party"), the indemnified party shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party shall assume the defense of such action, including the
employment of counsel reasonably satisfactory to the indemnified party and the
payment of all fees and expenses of such counsel, as incurred (except that in
the case of any action in respect of which indemnity may be sought pursuant to
both Sections 8(a) and 8(b), the Underwriter shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of such
Underwriter). Any indemnified party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of the indemnified party
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the indemnifying party, (ii) the indemnifying party
shall have failed to assume the defense of such action or employ counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to
any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party (in which case

15
<PAGE>

the indemnifying party shall not have the right to assume the defense of such
action on behalf of the indemnified party). In any such case, the indemnifying
party shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for (i) the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all Underwriters, their officers and directors and all persons, if any, who
control any Underwriter within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act, (ii) the fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for the Company,
its directors, its officers who sign the Registration Statement and all persons,
if any, who control the Company within the meaning of either such Section and
(iii) the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all Selling Stockholders and all persons, if
any, who control any Selling Stockholder within the meaning of either such
Section, and all such fees and expenses shall be reimbursed as they are
incurred. In the case of any such separate firm for the Underwriters, their
officers and directors and such control persons of any Underwriters, such firm
shall be designated in writing by Donaldson, Lufkin & Jenrette Securities
Corporation. In the case of any such separate firm for the Company and such
directors, officers and control persons of the Company, such firm shall be
designated in writing by the Company. In the case of any such separate firm for
the Selling Stockholders and such control persons of any Selling Stockholders,
such firm shall be designated in writing by the Attorneys. The indemnifying
party shall indemnify and hold harmless the indemnified party from and against
any and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if the settlement is entered into more than twenty
business days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified party
is or could have been a party and indemnity or contribution may be or could have
been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability on claims that are or could have been the subject
matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

d) To the extent the indemnification provided for in this Section 8 is
unavailable to an indemnified party or insufficient in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and judgments (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand from the offering
of the Shares or (ii) if the allocation provided by clause 8(d)(i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of
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<PAGE>

the Sellers on the one hand and the Underwriters on the other hand in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative benefits received by the Sellers on the one hand
and the Underwriters on the other hand shall be deemed to be in the same
proportion as the total net proceeds from the offering (after deducting
underwriting discounts and commissions, but before deducting expenses) received
by the Sellers, and the total underwriting discounts and commissions received by
the Underwriters, bear to the total price to the public of the Shares, in each
case as set forth in the table on the cover page of the Prospectus. The relative
fault of the Sellers on the one hand and the Underwriters on the other hand
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or the
Selling Stockholders on the one hand or the Underwriters on the other hand and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.

The Sellers and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 8(d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such indemnified party in
connection with investigating or defending any matter, including any action,
that could have given rise to such losses, claims, damages, liabilities or
judgments. Notwithstanding the provisions of this Section 8, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective number
of Shares purchased by each of the Underwriters hereunder and not joint.

e) The remedies provided for in this Section 8 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.

f) Each Selling Stockholder hereby designates Braun Consulting, Inc., 30
West Monroe, Suite 300, Chicago, Illinois 60603, as its authorized agent, upon
which process may be served in any action which may be instituted in any state
or federal court in the State of New York by any Underwriter, any director or
officer of any Underwriter or any person controlling any Underwriter asserting a
claim for indemnification or contribution under or pursuant to this Section 8,
and each Selling Stockholder will accept the jurisdiction of such court in such
action, and waives, to the fullest extent permitted by applicable law, any
defense based upon lack of

17
<PAGE>

personal jurisdiction or venue. A copy of any such process shall be sent or
given to such Selling Stockholder, at the address for notices specified in
Section 12 hereof.

SECTION 9. Conditions of Underwriters' Obligations. The several obligations
of the Underwriters to purchase the Firm Shares under this Agreement are subject
to the satisfaction of each of the following conditions:

a) All the representations and warranties of the Company contained in this
Agreement shall be true and correct on the Closing Date with the same force and
effect as if made on and as of the Closing Date.

b) If the Company is required to file a Rule 462(b) Registration Statement
after the effectiveness of this Agreement, such Rule 462(b) Registration
Statement shall have become effective by 10:00 P.M., New York City time, on the
date of this Agreement; and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been commenced or shall be pending before or contemplated by
the Commission.

c) You shall have received on the Closing Date a certificate dated the
Closing Date, signed by _______________ and _______________, in their capacities
as the _______________ and _______________ of the Company, confirming the
matters set forth in Sections 6(t), 9(a) and 9(b) and that the Company has
complied with all of the agreements and satisfied all of the conditions herein
contained and required to be complied with or satisfied by the Company on or
prior to the Closing Date.

d) Since the respective dates as of which information is given in the
Prospectus other than as set forth in the Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), (i)
there shall not have occurred any change or any development involving a
prospective change in the condition, financial or otherwise, or the earnings,
business, management or operations of the Company and its subsidiaries, taken as
a whole, (ii) there shall not have been any change or any development involving
a prospective change in the capital stock or in the long-term debt of the
Company or any of its subsidiaries, and (iii) neither the Company nor any of its
subsidiaries shall have incurred any liability or obligation, direct or
contingent, the effect of which, in any such case described in clause 9(d)(i),
9(d)(ii) or 9(d)(iii), in your judgment, is material and adverse and, in your
judgment, makes it impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

e) All the representations and warranties of each Selling Stockholder
contained in this Agreement shall be true and correct on the Closing Date with
the same force and effect as if made on and as of the Closing Date and you shall
have received on the Closing Date a certificate dated the Closing Date from each
Selling Stockholder to such effect and to the effect that such Selling
Stockholder has complied with all of the agreements and satisfied all of the
conditions herein contained and required to be complied with or satisfied by
such Selling Stockholder on or prior to the Closing Date.

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<PAGE>

f) You shall have received on the Closing Date an opinion (satisfactory
to you and counsel for the Underwriters), dated the Closing Date, of Locke
Liddell & Sapp LLP, counsel for the Company and the Selling Stockholders, to the
effect that:

i) each of the Company and its subsidiaries has been duly
incorporated, is validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation and has the corporate power
and authority to carry on its business as described in the Prospectus and
to own, lease and operate its properties;

ii) each of the Company and its subsidiaries is duly qualified and
is in good standing as a foreign corporation authorized to do business in
each jurisdiction in which the nature of its business or its ownership or
leasing of property requires such qualification, except where the failure
to be so qualified would not have a material adverse effect on the
business, prospects, financial condition or results of operations of the
Company and its subsidiaries, taken as a whole;

iii) all the outstanding shares of capital stock of the Company
(including the Shares to be sold by the Selling Stockholders) have been
duly authorized and validly issued and are fully paid, non-assessable and
not subject to any preemptive or similar rights;

iv) the Shares to be issued and sold by the Company hereunder have
been duly authorized and, when issued and delivered to the Underwriters
against payment therefor as provided by this Agreement, will be validly
issued, fully paid and non-assessable, and the issuance of such Shares will
not be subject to any preemptive or similar rights;

v) all of the outstanding shares of capital stock of each of the
Company's subsidiaries have been duly authorized and validly issued and are
fully paid and non-assessable, and are owned by the Company, directly or
indirectly through one or more subsidiaries, free and clear of any security
interest, claim, lien, encumbrance or adverse interest of any nature;

vi) this Agreement has been duly authorized, executed and delivered
by the Company and by or on behalf of each Selling Stockholder;

vii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;

viii) the Registration Statement has become effective under the Act,
no stop order suspending its effectiveness has been issued and no
proceedings for that purpose are, to the best of such counsel's knowledge
after due inquiry, pending before or contemplated by the Commission;

19
<PAGE>

ix) the statements under the captions "Risk Factors--Risks related
to eSolutions market--We have various mechanisms in place to discourage
takeover attempts," "Description of Capital Stock" and "Shares Eligible for
Future Sale" in the Prospectus and Items 14 and 15 of Part II of the
Registration Statement, insofar as such statements constitute a summary of
the legal matters, documents or proceedings referred to therein, fairly
present the information called for with respect to such legal matters,
documents and proceedings;

x) neither the Company nor any of its subsidiaries is in violation
of its respective charter or by-laws and, to the best of such counsel's
knowledge after due inquiry, neither the Company nor any of its
subsidiaries is in default in the performance of any obligation, agreement,
covenant or condition contained in any indenture, loan agreement, mortgage,
lease or other agreement or instrument that is material to the Company and
its subsidiaries, taken as a whole, to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
or their respective property is bound;

xi) the execution, delivery and performance of this Agreement by
the Company, the compliance by the Company with all the provisions hereof
and the consummation of the transactions contemplated hereby will not (A)
require any consent, approval, authorization or other order of, or
qualification with, any court or governmental body or agency (except such
as may be required under the securities or Blue Sky laws of the various
states), (B) conflict with or constitute a breach of any of the terms or
provisions of, or a default under, the charter or by-laws of the Company or
any of its subsidiaries or any indenture, loan agreement, mortgage, lease
or other agreement or instrument that is material to the Company and its
subsidiaries, taken as a whole, to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
or their respective property is bound, (C) violate or conflict with any
applicable law or any rule, regulation, judgment, order or decree of any
court or any governmental body or agency having jurisdiction over the
Company, any of its subsidiaries or their respective property or (D) result
in the suspension, termination or revocation of any Authorization of the
Company or any of its subsidiaries or any other impairment of the rights of
the holder of any such Authorization;

xii) after due inquiry, such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or any
of its subsidiaries is or could be a party or to which any of their
respective property is or could be subject that are required to be
described in the Registration Statement or the Prospectus and are not so
described, or of any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement that
are not so described or filed as required;

xiii) to the best of such counsel's knowledge, neither the Company
nor any of its subsidiaries has violated any Environmental Law, any
provisions of the Employee

20
<PAGE>

Retirement Income Security Act of 1974, as amended, or any provisions of
the Foreign Corrupt Practices Act or the rules and regulations promulgated
thereunder, except for such violations which, singly or in the aggregate,
would not have a material adverse effect on the business, prospects,
financial condition or results of operation of the Company and its
subsidiaries, taken as a whole;

xiv) to the best of such counsel's knowledge, each of the Company
and its subsidiaries has such Authorizations of, and has made all filings
with and notices to, all governmental or regulatory authorities and self-
regulatory organizations and all courts and other tribunals, including,
without limitation, under any applicable Environmental Laws, as are
necessary to own, lease, license and operate its respective properties and
to conduct its business, except where the failure to have any such
Authorization or to make any such filing or notice would not, singly or in
the aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole; each such Authorization is valid and in
full force and effect and each of the Company and its subsidiaries is in
compliance with all the terms and conditions thereof and with the rules and
regulations of the authorities and governing bodies having jurisdiction
with respect thereto; and no event has occurred (including, without
limitation, the receipt of any notice from any authority or governing body)
which allows or, after notice or lapse of time or both, would allow,
revocation, suspension or termination of any such Authorization or results
or, after notice or lapse of time or both, would result in any other
impairment of the rights of the holder of any such Authorization; and such
Authorizations contain no restrictions that are burdensome to the Company
or any of its subsidiaries; except where such failure to be valid and in
full force and effect or to be in compliance, the occurrence of any such
event or the presence of any such restriction would not, singly or in the
aggregate, have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole;

xv) the Company is not and, after giving effect to the offering and
sale of the Shares and the application of the proceeds thereof as described
in the Prospectus, will not be, an "investment company" as such term is
defined in the Investment Company Act of 1940, as amended;

xvi) to the best of such counsel's knowledge after due inquiry,
except as described in the Registration Statement, there are no contracts,
agreements or understandings between the Company and any person granting
such person the right to require the Company to file a registration
statement under the Act with respect to any securities of the Company or to
require the Company to include such securities with the Shares registered
pursuant to the Registration Statement;

xvii) (A) the Registration Statement and the Prospectus and any
supplement or amendment thereto (except for the financial statements and
other financial data included therein as to which no opinion need be
expressed) comply as to form with the Act, (B) such counsel has no reason
to believe that at the time the Registration Statement became

21
<PAGE>

effective or on the date of this Agreement, the Registration Statement and the
prospectus included therein (except for the financial statements and other
financial data as to which such counsel need not express any belief) contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and (C) such counsel has no reason to believe that the Prospectus,
as amended or supplemented, if applicable (except for the financial statements
and other financial data, as aforesaid) contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

xviii) each Selling Stockholder is the lawful owner of the Shares to be
sold by such Selling Stockholder pursuant to this Agreement and has good and
clear title to such Shares, free of all restrictions on transfer, liens,
encumbrances, security interests, equities and claims whatsoever;

xix) each Selling Stockholder has full legal right, power and authority,
and all authorization and approval required by law, to enter into this Agreement
and the Custody Agreement and the Power of Attorney of such Selling Stockholder
and to sell, assign, transfer and deliver the Shares to be sold by such Selling
Stockholder in the manner provided herein and therein;

xx) the Custody Agreement of each Selling Stockholder has been duly
authorized, executed and delivered by such Selling Stockholder and is a valid
and binding agreement of such Selling Stockholder, enforceable in accordance
with its terms;

xxi) the Power of Attorney of each Selling Stockholder has been duly
authorized, executed and delivered by such Selling Stockholder and is a valid
and binding instrument of such Selling Stockholder, enforceable in accordance
with its terms, and, pursuant to such Power of Attorney, such Selling
Stockholder has, among other things, authorized the Attorneys, or any one of
them, to execute and deliver on such Selling Stockholder's behalf this Agreement
and any other document they, or any one of them, may deem necessary or desirable
in connection with the transactions contemplated hereby and thereby and to
deliver the Shares to be sold by such Selling Stockholder pursuant to this
Agreement;

xxii) upon delivery of and payment for the Shares to be sold by each
Selling Stockholder pursuant to this Agreement, good and clear title to such
Shares will pass to the Underwriters, free of all restrictions on transfer,
liens, encumbrances, security interests, equities and claims whatsoever; and

xxiii) the execution, delivery and performance of this Agreement and the
Custody Agreement and Power of Attorney of each Selling Stockholder by such
Selling Stockholder, the compliance by such Selling Stockholder with all the
provisions hereof and thereof and the consummation of the transactions
contemplated hereby and thereby will not (A) require any consent, approval,
authorization or other order of, or qualification

22
<PAGE>

with, any court or governmental body or agency (except such as may be required
under the securities or Blue Sky laws of the various states), (B) conflict with
or constitute a breach of any of the terms or provisions of, or a default under,
the organizational documents of such Selling Stockholder, if such Selling
Stockholder is not an individual, or any indenture, loan agreement, mortgage,
lease or other agreement or instrument to which such Selling Stockholder is a
party or by which any property of such Selling Stockholder is bound, or (C)
violate or conflict with any applicable law or any rule, regulation, judgment,
order or decree of any court or any governmental body or agency having
jurisdiction over such Selling Stockholder or any property of such Selling
Stockholder.

The opinion of Locke Liddell & Sapp LLP described in Section 9(f) above (and any
local counsel of Locke Liddell & Sapp LLP) shall be rendered to you at the
request of the Company and the Selling Stockholders and shall so state therein.

g) You shall have received on the Closing Date an opinion, dated the
Closing Date, of Sachnoff & Weaver, Ltd., counsel for the Underwriters, as to
the matters referred to in Sections 9(f)(iv), 9(f)(vi) (but only with respect to
the Company), 9(f)(ix) (but only with respect to the statements under the
caption "Description of Capital Stock" and "Underwriting") and 9(f)(xvii).

In giving such opinions with respect to the matters covered by Section
9(f)(xvii), counsel for the Company and the Selling Stockholders and counsel for
the Underwriters may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and Prospectus
and any amendments or supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification except as
specified.

h) You shall have received, on each of the date hereof and the Closing
Date, a letter dated the date hereof or the Closing Date, as the case may be, in
form and substance satisfactory to you, from Deloitte & Touche LLP, independent
public accountants, containing the information and statements of the type
ordinarily included in accountants' "comfort letters" to Underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

i) The Company shall have delivered to you the agreements specified in
Section 2 hereof which agreements shall be in full force and effect on the
Closing Date.

j) The Shares shall have been duly listed for quotation on the Nasdaq
National Market.

k) The Company and the Selling Stockholders shall not have failed on or
prior to the Closing Date to perform or comply with any of the agreements herein
contained and required to be performed or complied with by the Company or the
Selling Stockholders, as the case may be, on or prior to the Closing Date.

23
<PAGE>

l) You shall have received on the Closing Date, a certificate of each
Selling Stockholder who is not a U.S. Person (as defined under applicable U.S.
federal tax legislation) to the effect that such Selling Stockholder is not a
U.S. Person, which certificate may be in the form of a properly completed and
executed United States Treasury Department Form W-8 (or other applicable form or
statement specified by Treasury Department regulations in lieu thereof).

The several obligations of the Underwriters to purchase any Additional Shares
hereunder are subject to the delivery to you on the applicable Option Closing
Date of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of such Additional
Shares and other matters related to the issuance of such Additional Shares.

SECTION 10. Effectiveness of Agreement and Termination. This Agreement
shall become effective upon the execution and delivery of this Agreement by the
parties hereto.

This Agreement may be terminated at any time on or prior to the Closing Date by
you by written notice to the Sellers if any of the following has occurred: (i)
any outbreak or escalation of hostilities or other national or international
calamity or crisis or change in economic conditions or in the financial markets
of the United States or elsewhere that, in your judgment, is material and
adverse and, in your judgment, makes it impracticable to market the Shares on
the terms and in the manner contemplated in the Prospectus, (ii) the suspension
or material limitation of trading in securities or other instruments on the New
York Stock Exchange, the American Stock Exchange, the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the
Nasdaq National Market or limitation on prices for securities or other
instruments on any such exchange or the Nasdaq National Market, (iii) the
suspension of trading of any securities of the Company on any exchange or in the
over-the-counter market, (iv) the enactment, publication, decree or other
promulgation of any federal or state statute, regulation, rule or order of any
court or other governmental authority which in your opinion materially and
adversely affects, or will materially and adversely affect, the business,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by
either federal or New York State authorities, or (vi) the taking of any action
by any federal, state or local government or agency in respect of its monetary
or fiscal affairs which in your opinion has a material adverse effect on the
financial markets in the United States.

If on the Closing Date or on an Option Closing Date, as the case may be, any one
or more of the Underwriters shall fail or refuse to purchase the Firm Shares or
Additional Shares, as the case may be, which it has or they have agreed to
purchase hereunder on such date and the aggregate number of Firm Shares or
Additional Shares, as the case may be, which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase is not more than one-tenth
of the total number of Firm Shares or Additional Shares, as the case may be, to
be purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I bears to the total number of Firm
Shares which all the non-defaulting Underwriters have agreed to

24
<PAGE>

purchase, or in such other proportion as you may specify, to purchase the Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such
date; provided that in no event shall the number of Firm Shares or Additional
Shares, as the case may be, which any Underwriter has agreed to purchase
pursuant to Section 2 hereof be increased pursuant to this Section 10 by an
amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date any Underwriter or Underwriters shall fail or refuse to
purchase Firm Shares and the aggregate number of Firm Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of Firm
Shares to be purchased by all Underwriters and arrangements satisfactory to you,
the Company and the Selling Stockholders for purchase of such Firm Shares are
not made within 48 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Selling Stockholders. In any such case which does not result in termination
of this Agreement, either you or the Sellers shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and the Prospectus or
any other documents or arrangements may be effected. If, on an Option Closing
Date, any Underwriter or Underwriters shall fail or refuse to purchase
Additional Shares and the aggregate number of Additional Shares with respect to
which such default occurs is more than one-tenth of the aggregate number of
Additional Shares to be purchased on such date, the non-defaulting Underwriters
shall have the option to (i) terminate their obligation hereunder to purchase
such Additional Shares or (ii) purchase not less than the number of Additional
Shares that such non-defaulting Underwriters would have been obligated to
purchase on such date in the absence of such default. Any action taken under
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of any such Underwriter under this Agreement.

SECTION 11. Agreements of the Selling Stockholders. Each Selling
Stockholder agrees with you and the Company:

a) To pay or to cause to be paid all transfer taxes payable in connection
with the transfer of the Shares to be sold by such Selling Stockholder to the
Underwriters.

b) To do and perform all things to be done and performed by such Selling
Stockholder under this Agreement prior to the Closing Date and to satisfy all
conditions precedent to the delivery of the Shares to be sold by such Selling
Stockholder pursuant to this Agreement.

SECTION 12. Miscellaneous. Notices given pursuant to any provision of this
Agreement shall be addressed as follows: (i) if to the Company, to Braun
Consulting, Inc., 30 West Monroe, Suite 300, Chicago, Illinois 60603, (ii) if to
the Selling Stockholders, to Steven J. Braun, Braun Consulting, Inc., 300 West
Monroe, Suite 300, Chicago, Illinois 60603 and (iii) if to any Underwriter or to
you, to you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park
Avenue, New York, New York 10172, Attention: Syndicate Department, or in any
case to such other address as the person to be notified may have requested in
writing.

25
<PAGE>

The respective indemnities, contribution agreements, representations, warranties
and other statements of the Company, the Selling Stockholders and the several
Underwriters set forth in or made pursuant to this Agreement shall remain
operative and in full force and effect, and will survive delivery of and payment
for the Shares, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Underwriter, the officers or directors of
any Underwriter, any person controlling any Underwriter, the Company, the
officers or directors of the Company, any person controlling the Company, any
Selling Stockholder or any person controlling such Selling Stockholder,
acceptance of the Shares and payment for them hereunder and termination of this
Agreement.

If for any reason the Shares are not delivered by or on behalf of any Seller as
provided herein (other than as a result of any termination of this Agreement
pursuant to Section 10), the Sellers agree, jointly and severally, to reimburse
the several Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) incurred by them. Notwithstanding any termination of
this Agreement, the Company shall be liable for all expenses which it has agreed
to pay pursuant to Section 5(i) hereof. The Sellers also agree, jointly and
severally, to reimburse the several Underwriters, their directors and officers
and any persons controlling any of the Underwriters for any and all fees and
expenses (including, without limitation, the fees disbursements of counsel)
incurred by them in connection with enforcing their rights hereunder (including,
without limitation, pursuant to Section 8 hereof).

Except as otherwise provided, this Agreement has been and is made solely for the
benefit of and shall be binding upon the Company, the Selling Stockholders, the
Underwriters, the Underwriters' directors and officers, any controlling persons
referred to herein, the Company's directors and the Company's officers who sign
the Registration Statement and their respective successors and assigns, all as
and to the extent provided in this Agreement, and no other person shall acquire
or have any right under or by virtue of this Agreement. The term "successors
and assigns" shall not include a purchaser of any of the Shares from any of the
several Underwriters merely because of such purchase.

This Agreement shall be governed and construed in accordance with the laws of
the State of New York.

This Agreement may be signed in various counterparts which together shall
constitute one and the same instrument.

26
<PAGE>

Please confirm that the foregoing correctly sets forth the agreement among the
Company, the Selling Stockholders and the several Underwriters.

Very truly yours,

BRAUN CONSULTING, INC.

By:_______________________________
Title:____________________________

THE SELLING STOCKHOLDERS NAMED IN SCHEDULE II HERETO, ACTING SEVERALLY

By:_______________________________
Attorney-in-fact

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
SALOMON SMITH BARNEY INC.
ADAMS, HARKNESS & HILL, INC.
DLJDIRECT INC.

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By:________________________________
Its:_______________________________

27
<PAGE>

<TABLE>
<CAPTION>
SCHEDULE I
----------

Number of Firm Shares
Underwriters to be Purchased
- ------------------------------------ -------------------------
<S> <C>

Donaldson, Lufkin & Jenrette
Securities Corporation
Salomon Smith Barney Inc.
Adams, Harkness & Hill, Inc.
DLJdirect Inc.

Total 4,600,000
</TABLE>

28
<PAGE>

SCHEDULE II
-----------

<TABLE>
<CAPTION>
Maximum Number of
Name Number of Firm Shares Additional Shares
---- --------------------- ------------------
<S> <C> <C>
Steven J. Braun

Total 500,000 690,000
</TABLE>

29
<PAGE>

Annex I

[Insert names of stockholders of the Company who will be required to sign lock
ups]

<PAGE>

Exhibit 3.2

BYLAWS
Of
BRAUN CONSULTING, INC.

ARTICLE I
---------

OFFICES

Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

Section 2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the busi ness of the Corporation may
require.

ARTICLE II
----------

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders shall be held at such place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Annual meetings of stockholders shall be held at such date
and time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. At such annual meeting the stockholders
shall elect by a plurality vote a Board of Directors, and transact such other
business as may properly be brought before the meeting.

Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than 10 nor more than 60 days before the date of the
meeting.

Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting,
<PAGE>

or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called only by the Chairman of the Board of Directors, the
Chief Executive Officer, the President, or the Board of Directors.

Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Only such business shall be conducted at annual meetings as
shall have been brought before the meeting (a) by or at the direction of the
Board of Directors or (b) by any stockholder of the Corporation who shall be
entitled to vote at such meeting and who complies with the notice procedures set
forth in this Section 7. For business to be properly brought before a
stockholder meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Corporation not more than 90 days and not
less than 60 days prior to the first anniversary of the previous year's annual
meeting; provided, however, that if no annual meeting of stockholders was held
in the previous year or if the date of the annual meeting is advanced by more
than 30 days prior to, or delayed by more than 60 days after, such anniversary
date, or if the election of directors is to occur at a special meeting of the
stockholders, notice by the stockholder to be timely must be so delivered, or
mailed and received, not later than the close of business on the 10th day
following the day on which the date of such meeting has been first publicly
disclosed. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address,
as they appear on the Corporation's books, of the stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at a stockholder meeting except (i) in
accordance with the procedures set forth in this Section 7 or (ii) with respect
to nominations of persons for election as directors of the Corporation, in
accordance with the provisions of Article III, Section 15 of these Bylaws. The
Chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in
accordance with the provisions of these Bylaws, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section 7, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of

-2-
<PAGE>

1934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section. For purposes of these Bylaws, "publicly
disclosed" or "public disclosure" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or a comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission.

Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes of
Delaware or of the Certificate of Incorporation a different vote is required, in
which case such express provision shall govern and control the decision of such
question.

Section 10. Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted after
three years from its date unless the proxy provides for a longer period.

Section 11. No stockholder action shall be taken except at an annual or
special meeting of the stockholders as provided for in these Bylaws.

ARTICLE III
-----------

DIRECTORS

Section 1. The powers of the Corporation shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors. The number of
directors of the Corporation that shall constitute the Board of

-3-
<PAGE>

Directors shall not be less than 3 nor more than 15 and shall be specified from
time to time by resolution adopted by the affirmative vote of a majority of the
directors in office at the time of adoption of such resolution. Election of
Directors of the Corporation need not be by written ballot unless the Bylaws of
the Corporation shall so provide.

Section 2. The Board of Directors shall be divided into 3 classes:
Class I, Class II and Class III. The terms of office of the directors initially
classified shall be as follows: that of Class I shall expire at the next annual
meeting of stockholders in 2000, Class II at the second succeeding annual
meeting of stockholders in 2001, and Class III at the third succeeding annual
meeting of the stockholders in 2002. At each succeeding annual meeting of
stockholders, successors to the class of directors whose terms expire at that
annual meeting shall be elected for three-year terms. If the number of
directors changes, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal
as possible. Any additional director of any class elected to fill a vacancy
resulting from an increase in such class or otherwise shall hold office for a
term that shall coincide with the remaining term of that class. In no case will
a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor shall be elected
and shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal for cause from office.

Section 3. Except as otherwise required by law, or by any provisions
established pursuant to the Certificate of Incorporation, newly created
directorships resulting from any increase in the authorized number of directors
of the Corporation and any vacancies on the Board of Directors resulting from
death, resignation, retirement, disqualification or removal for cause from
office of a director of the Corporation shall be filled only by the affirmative
vote of at least a majority of the remaining directors of the Corporation then
in office, even if such remaining directors constitute less than a quorum of the
Board of Directors, or by the sole remaining director.

Section 4. Any director may be removed from office only for cause and
only by the affirmative vote of not less than 66 2/3% of the outstanding shares
of stock of the Corporation entitled to vote in the election of directors,
voting as a single class, given at a meeting of the stockholders for that
purpose.

Section 5. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

Section 6. The first meeting of each newly elected Board of Directors
shall be held at the place of, and immediately following, the annual meeting of
the stockholders and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. In the event such meeting is not held at such time and place,
the meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors, or
as shall be specified in a written waiver signed by all of the directors.

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<PAGE>

Section 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

Section 8. Special meetings of the board may be called by the Chief
Executive Officer or the President on 48 hours' notice to each director, either
personally or by mail or by telegram. Special meetings shall be called by the
Chief Executive Officer, the President or Secretary in like manner and on like
notice on the written request of two directors. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the sole purpose of objecting to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting, except that notice shall be given of any proposed amendment to these
Bylaws if it is to be adopted at any special meeting or with respect to any
other matter where notice is required by statute.

Section 9. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section 10. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

Section 11. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the Board
of Directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section 12. The Board of Directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in

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<PAGE>

reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consoli dation, recommending to the stockholders the sale, lease or
exchange of all or substantially all property and assets of the Corporation,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the bylaws of the Corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provides,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

Section 14. The Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

Section 15. Only persons who are nominated in accordance with the
following procedures shall be eligible to serve as directors. Nominations of
persons for election to the Board of Directors of the Corporation at a meeting
of stockholders may be made (i) by or at the direction of the Board of
Directors, or (ii) by any stockholder of the Corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this Section 15. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to, or mailed and received by, the Secretary of the
Corporation at the principal executive offices of the Corporation not less than
90 days prior to the first anniversary of the date of the previous year's annual
meeting of stockholders; provided, however, that if no annual meeting of
stockholders was held in the previous year or if the date of the annual meeting
is advanced by more than 30 days prior to, or delayed by more than 60 days
after, such anniversary date, or if the election of Directors is to occur at a
Special Meeting of the Stockholders, notice by the stockholder to be timely must
be so delivered, or mailed and received, not later than the close of business on
the 10th day following the day on which the date of such meeting has been first
publicly disclosed. Any stockholder's notice pursuant to this Section 15 shall
set forth (i) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as director if elected); and (ii) as to the stockholder giving notice
(A) the name and address, as they appear on the Corporation's books, of such
stockholder and (B) the class and number of shares of the Corporation which are

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<PAGE>

beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth herein.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not properly brought before the meeting and
in accordance with the provisions of these Bylaws, and if he should so
determine, he shall so declare to the meeting and any such nomination not
properly brought before the meeting shall be disregarded.

ARTICLE IV
----------

NOTICES

Section 1. Whenever, under the provisions of the statutes of Delaware
or of the Certificate of Incorporation or of these Bylaws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given personally or by telegram.

Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

ARTICLE V
---------

OFFICERS

Section 1. The officers of the Corporation shall be chosen by the Board
of Directors and shall be a Chief Executive Officer, a President, one or more
Vice Presidents (any one or more of whom may be designated Executive Vice
President or Senior Vice President), a Secretary and a Treasurer. Any number of
offices may be held by the same person. Such officers shall be chosen by the
Board of Directors at its first meeting after each annual meeting of
stockholders.

Section 2. The Board of Directors may from time to time appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.

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<PAGE>

Section 3. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors or pursuant to its direction.

Section 4. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

Section 5. The Chief Executive Officer, who need not be chosen from
among the directors, shall have active, executive management of the operations
of the corporation, subject, however, to the control of the Board of Directors.
He shall have the exclusive authority to manage and direct the duties and
responsibilities of any other officer or employee of the corporation. He shall,
in general, perform all duties incident to the office of the chief executive
officer and such other duties as from time to time may be assigned to him by the
Board of Directors

Section 6. The President shall have such powers and perform such duties
as the Board of Directors may from time to time prescribe or as the Chief
Executive Officer may from time to time delegate to him. At the request of the
Chief Executive Officer, the President may temporarily act in his place. In the
case of the death of the Chief Executive Officer, or in the case of his absence
or inability to act without having designated the President to act temporarily
in his place, the President shall perform the duties of the Chief Executive
Officer as designated by the Board of Directors.

Section 7. In the absence of the President or in the event of his
inability or refusal to act, any Vice President may perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. A Vice President shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe or as the Chief Executive Officer or the President may from
time to time delegate to him.

Section 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chief Executive Officer or the President. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

Section 9. Any Assistant Secretary may, in the absence of the Secretary
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the Secretary and shall

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<PAGE>

perform such other duties and have such other powers as the Board of Directors,
the Chief Executive Officer or the President may from time to time prescribe.

Section 10. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chief Executive Officer, the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
his transactions as treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond in
such sum and with such sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

Section 11. Any Assistant Treasurer may, in the absence of the Treasurer
or in the event of his inability or refusal to act, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors, the Chief Executive Officer or
the President may from time to time prescribe.

ARTICLE VI
----------

CERTIFICATES OF STOCK

Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by the Chief Executive Officer, the President or a
Vice President, and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. If the Corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences or rights shall be set forth in
full or summarized on the face or back of the certificate which the Corporation
shall issue to repre sent such class or series of stock; provided that, except
as otherwise provided in Section 202 of the General Corporation Law of Delaware,
in lieu of the foregoing requirements, there may be set forth on the face or
back of the certificate which the Corporation shall issue to represent such
class or series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences or rights.

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<PAGE>

Section 2. Any of or all the signatures on any stock certificate issued
by the Corporation may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or it were such officer, transfer agent or registrar at the
date of issue.

Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

Section 5. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any changes, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action. A determination
of stockhold ers of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. The Corporation shall be entitled to treat the registered
owner of any share or shares of stock as the absolute owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

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<PAGE>

ARTICLE VII
-----------

INDEMNIFICATION AND INSURANCE

Section 1. The Corporation shall indemnify any person who was or is a
party or who was or is threatened to be made a party to any threatened, pending
or completed action, suit or proceed ing, 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, advisory
director or officer of the Corporation or of any entity a majority of the voting
stock of which is owned by the Corporation, or is or was serving at the request
of the Corporation as a director, advisory director or officer 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 interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. The Corporation shall indemnify any person who was or is a
party or who was 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,
advisory director or officer of the Corporation or of any entity a majority of
the voting stock of which is owned by the Corporation, or is or was serving at
the request of the Corporation as a director, advisory director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such 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, and 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 to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery of the State of
Delaware or such other court shall deem proper.

Section 3. To the extent that any person who is or was a director,
advisory director or officer of the Corporation or of any entity a majority of
the voting stock of which is owned by the Corporation, or who is or was serving
at the request of the Corporation as a director, advisory director or officer of
another corporation, partnership, joint venture, trust or other enterprise, has

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<PAGE>

been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Any other indemnification under Sections 1 and 2 of this
Article VII shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification is proper in the circumstances
because the applicable standard of conduct set forth therein has been met. Such
determination shall be made (a) by the Board of Directors of the Corporation by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders of the Corporation.

Section 4. Expenses incurred in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, advisory director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation pursuant to this Article VII.

Section 5. The indemnification and advancement of expenses provided by,
or granted pursuant to, the other Sections of this Article VII shall not be
deemed exclusive of any other right to which those seeking indemnification or
advancement of expenses may be entitled from the Corporation or any other entity
under any statute, other bylaw, agreement, provision of the Corporation's
Certificate of Incorporation, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article VII and shall
continue as to a person who has ceased to be a director, advisory director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. However, any amount actually received as the
proceeds of any such other indemnification shall be deducted from the amount, if
any, which he may be entitled to receive pursuant to this Article VII.

Section 6. By action of its Board of Directors, notwithstanding any
interest of the directors in the action, to the full extent permitted by the
General Corporation Law of the State of Delaware, the Corporation may purchase
and maintain insurance, in such amounts and against such risks as the Board of
Directors deems appropriate, on behalf of any person who is or was a director,
advisory director or officer of the Corporation, or of any entity a majority of
the voting stock of which is owned by the Corporation, or who is or was serving
at the request of the Corporation as a director, advisory director or officer of
another Corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power or would be required to indemnify him against such
liability under the provisions of this Article VII, or of the Corporation's
Certificate of Incorporation or of the General Corporation Law of the State of
Delaware.

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<PAGE>

ARTICLE VIII
------------

GENERAL PROVISIONS

Section 1. Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

Section 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

Section 3. All checks, notes and contracts of the Corporation shall be
signed by such officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

Section 4. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 5. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

Section 6. Any payments made to an officer of the Corporation such as a
salary, commission, bonus, interest, or rent, or entertainment expenses incurred
by him, which shall be disallowed in whole or in part as a deductible expense by
the Internal Revenue Service, shall be reimbursed by such officer to the
Corporation to the full extent of such disallowance. It shall be the duty of
the directors, as a board, to enforce payment of each such amount disallowed.

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<PAGE>

ARTICLE IX
----------

AMENDMENTS

Section 1. These Bylaws may be altered, amended or repealed or new Bylaws
may be adopted by the Board of Directors at any regular meeting of the Board of
Directors or at any special meeting of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new Bylaws is contained in the
notice of such special meeting. The stockholders may amend these Bylaws only by
the affirmative vote of 66 2/3% of the holders of the outstanding shares of
stock of the Corporation entitled to vote.

-14-

<PAGE>

Exhibit 5.1

July 1, 1999

Braun Consulting, Inc.
30 West Monroe, Suite 300
Chicago, Illinois 60603

Ladies and Gentlemen:

We have acted as counsel for Braun Consulting, a Delaware corporation (the
"Company"), in connection with the registration, pursuant to a Registration
Statement on Form S-1 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), of the offering and sale by the Company of up to 4,100,000 shares of the
Company's common stock, par value $0.001 per share ("Common Stock"), and the
offering and sale by the selling stockholders listed in the Registration
Statement (the "Selling Stockholders") of 1,190,000 issued and outstanding
shares of Common Stock.

In this connection, we have examined the corporate records of the Company,
including its certificate of incorporation, bylaws and minutes of meetings of
its directors and stockholders. We have also examined the Registration
Statement, together with the exhibits thereto, and such other documents as we
have deemed necessary for the purposes of expressing the opinions contained
herein. With respect to certain factual matters, we have relied on statements
of officers of the Company.

Based upon the foregoing, we are of the opinion that (i) the shares of
Common Stock to be offered and sold by the Company, when issued, sold and
delivered as described in the Registration Statement, will be duly authorized
and validly issued, fully paid and nonassessable, and (ii) the shares of Common
Stock to be sold by the Selling Stockholders, when sold and delivered as
described in the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
<PAGE>

Braun Consulting, Inc.
July 1, 1999
Page 2

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder.

Very truly yours,

/s/ Locke Liddell & Sapp LLP

<PAGE>

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-79251 of Braun Consulting, Inc. on Form S-1 of our report dated May 4, 1999,
appearing in the Prospectus, which is part of this Registration Statement. We
also consent to the reference to us under the headings "Selected Consolidated
Financial Data" and "Experts" in such Prospectus.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Chicago, Illinois
July 1, 1999