BRAUN CONSULTING INC, S-1, 1999-05-25

BRAUN CONSULTING INC
S-1, 1999-05-25

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<PAGE>

As filed with the Securities and Exchange Commission on May 25, 1999

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

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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 Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price (1) Registration Fee
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<S> <C> <C>
Common Stock, par value $0.001 per share............ $57,500,000 $15,985
</TABLE>
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(1)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to 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 -- May 25, 1999

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Prospectus
, 1999
[LOGO]

Braun Consulting, Inc.

Shares of Common Stock

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Braun Consulting, The Offering:
Inc.:

. We are offering
. We deliver shares
comprehensive of our common
eSolutions by stock, and existing
combining stockholders are
professional offering
services expertise shares of our
in customer-centric common stock.
strategy and
business
intelligence with
advanced Internet
application
development skills.

. The underwriters
have an option to
purchase an
additional
shares
from existing
stockholders to
cover over-
allotments.

. Braun Consulting,
Inc. 30 West
Monroe, Suite 300
Chicago, Illinois
60603 (312) 984-
7000

. 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 $
and $ per
share.

Proposed Symbol &
Market:

. BRNC/Nasdaq
National Market

. 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.

The undersigned is facilitating Internet distribution.
DLJdirect Inc.
<PAGE>

(First fold inside front cover)

[eSolutions logo]

Copy: integrated new approaches to business that leverage the convergence of
strategy, knowledge assets and the Internet.
<PAGE>

(Left panel, inside gate fold)

[Braun Consulting logo]

[illustration]

Copy: Braun Consulting delivers eSolutions that combine customer-centric
strategy and business intelligence with advanced Internet application
development skills.
<PAGE>

(Right panel, inside gate fold)

Text: eSolutions.

Intranet-driven Products and Services

Challenge:

Increase Fortune 100 client's effectiveness in going to market through new
Web-enabled management and distribution capabilities.

eSolution:

Braun Consulting worked with a major manufacturer of electronics equipment to
rethink how to more effectively go to market with 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 across a multi-tiered framework
based on leading information technology. We utilized Oracle database
technology for efficient information storage and leading Web and transaction
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. Advanced logic required for the
eSolution was built into the middle layer to mask complexity for end business
users. The system included analytical capabilities to dynamically calculate
product and service offering charges and improve inventory management.

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 knowledge
assets to more effectively target and deliver hundreds of products and
services. Taking advantage of its new infrastructure, the client is now able
to better focus on increasing revenues and profits by exploiting flexible
pricing models.

Targeting Customers and Improving Sales Effectiveness through the Web

Challenge:

Empower pharmaceuticals marketing managers with intranet access to key
information that optimizes market potential of innovative product from global
health care provider.

eSolution:

Braun Consulting developed and implemented new customer prioritization and
sales force optimization strategies for this client. The multi-phase project
is designed to drive revenue growth through improved management of customer
assets. We approached the situation by first assessing the quality and
quantity of data available to brand and field management. Our consultants
assessed volume potential in the targeted market and gauged opportunities
based on customer behaviors. We then designed an intranet-distributed database
tool used to improve sorting and ranking of target customers. Through improved
Web access to data representing multiple purchasing criteria, we focused on
creating the ability to align sales force targets with high-potential
customers.

Results:

The client will be equipped with dynamic and real-time customer evaluation
capabilities 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. These target lists provide for
increased alignment between the client's sales force and high-potential
customers. The client can get closer to the right customers and improve
returns on sales force investments in multiple countries.

Improved Information Access to Increase Sales

Challenge:

Drive revenues and productivity through advanced Web-based access to sales
information for a leading manufacturer of commercial and consumer equipment.

eSolution:

Braun Consulting worked with the client to improve access to important
knowledge assets through advanced client/server data warehousing and Web-
enabled reporting technologies. Working across multiple project phases, we
replicated existing reports, developed interfaces to new order management
systems and enabled integration of data resources from multiple existing
systems. In a two-part process, we developed data models and data extraction
logic that interfaced with the client's enterprise transactional system. Our
approach created a cohesive database containing information from three
business-critical functions and managed to balance the design requirements of
several data marts in an environment where no two data sources exhibited the
same delivery frequency or storage type. We created and Web-enabled more than
one hundred reports to capture and disseminate the knowledge contained in the
client's powerful new data warehouse.

Results:

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 a highly
intuitive data warehouse that is designed to be scaled well into the next
century.

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 in a growing international
marketplace.

eSolution:

Braun Consulting is working with a major telecommunications provider to
introduce leading CRM strategies and build critical business intelligence
capabilities and information technology infrastructure. In the first phase of
the project, we worked with the client to scope and assess the situation
through 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 findings document that outlined recommendations for
strategy and development of a full-lifecycle marketing database that will
include powerful Internet and intranet interfaces 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 new
environment. To empower customer-centric and Web-enabled business
capabilities, 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 this region of the world.
<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....................................... 51
Underwriting.......................................................... 53
Legal Matters......................................................... 55
Experts............................................................... 55
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 delivers comprehensive eSolutions by combining professional
services expertise in customer-centric strategy and business intelligence with
advanced Internet application development skills. eSolutions are integrated new
approaches to business that leverage the convergence of strategy, knowledge
assets and leading technologies, including the Internet, to enable electronic
commerce and improve customer relationships. Our eSolutions are designed to
provide a measurable return on a client's investment by driving its revenue
growth. Through our proprietary Transform methodology, we provide eSolutions to
our Fortune 500 and middle-market clients on-time and on-budget in order to
help them achieve competitive advantage in rapidly changing markets.

The growing demand for eSolutions can be attributed to the emergence of
Internet-based innovation, knowledge workers, digital business strategies,
globalization and deregulation. 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. We help clients identify opportunities and transform
their business by leveraging the convergence of:

. customer-centric strategies that improve relationships and
interactions with targeted profitable customers;

. business intelligence capabilities (including customer
relationship management, or CRM, and data warehousing) that drive
revenue growth and enhance profitability of products and services
through improved access to knowledge assets; and

. Internet, intranet and extranet applications that enable
electronic commerce and facilitate the broad and immediate
dissemination of information.

Our extensive expertise in CRM applications and data warehousing, combined
with our strategic focus and Internet application skills, uniquely positions us
to provide comprehensive eSolutions. Since 1993, we have provided services to
more than 200 companies, including AT&T, Eli Lilly, 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 provide tremendous
opportunities for organizations that are insightful and knowledge-driven. 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 core knowledge assets. The convergence of the Internet,
customer-centric strategies and business intelligence will enable a new era of
business.

We believe that clients dependent upon knowledge assets and effective use of
the Internet will purchase eSolutions from qualified and proven end-to-end
solutions providers. We are uniquely positioned to deliver comprehensive
eSolutions based on the following:

. our Transform methodology is designed to deliver large-scale,
end-to-end eSolutions;

. we are a pioneer in business intelligence, including CRM and data
warehousing;

. we have expertise in designing customer-centric and Internet
business strategies; and

. we are leaders in integrating Web-based technology, including
Internet, intranet and extranet application development.

Our Growth Strategy

Our goal is to continue our growth by capitalizing on our position as an
eSolutions leader. 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 achieving high client satisfaction that
helps attract new clients;

. maintaining our unique 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 existing 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... shares
By the selling
stockholders......... shares
----------------------
Total............... shares

Common stock to be
outstanding after
this offering........ shares (a)

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

. the payment of S corporation distributions of
approximately $1.5 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 $ 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.
- --------------------
(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
shares of common stock at a weighted average exercise price of $ per
share and (2) 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 (a):
Basic.................. $ $ $ $ $ $ $
Diluted................
</TABLE>

<TABLE>
<CAPTION>
As of May 4, 1999
-------------------------------------
Pro Forma as
Actual Pro Forma (b) Adjusted (b)(c)
(In thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash...................................... $ 605 $ 605 $
Total assets.............................. 13,180 13,180
Total debt................................ 3,479 3,479
Stockholders' equity...................... 5,041 441
</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
and earnings per share for periods subsequent to 1994 reflect federal and
state income taxes as if we had not elected S corporation status for income
tax purposes. Pro forma net income and earnings per share for 1994 reflect
federal and state income taxes on a basis consistent with subsequent
periods.
(b) Pro forma reflects the S corporation distribution of approximately $1.5
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.
(c) 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
$ 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 various risks, including those described below. 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.

Risks related to 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.

Although we expect that our acquisition of Vertex Partners will result in
benefits, those benefits may not be realized

We acquired Vertex Partners on May 4, 1999. Vertex Partners is a
professional services provider that designs and implements customer-centric
strategies for its clients. 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

5
<PAGE>

the acquisition will not result in adverse changes in client service standards
or business 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. 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

We have grown rapidly in revenues and in the number of our employees and key
executives. 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 one client 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.
Although it is our goal to design and implement complete eSolutions for our
clients, we may be retained to design or implement discrete segments of an
overall 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.

In addition, 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.

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.

7
<PAGE>

Our international engagements face special risks

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;

. restrictions on the import and export of certain technologies;

. reduced protection for intellectual property rights in some
countries;

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

. potentially adverse tax consequences;

. increases in tariffs, duties, price controls or other restrictions
on foreign currencies; and

. trade barriers imposed by foreign countries.

We may not be able to protect our intellectual property and proprietary rights

We cannot guarantee that the steps we have taken to protect our proprietary
rights will be adequate to deter misappropriation of our intellectual property.
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 trade secrets, copyrights, trademarks or other
proprietary information, our business could be seriously harmed. In addition,
although we believe that our proprietary rights do not infringe on the
intellectual property rights of others, 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.

Risks related to eSolutions market

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

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. 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.

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

8
<PAGE>

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.

Risks related to the ownership of our common stock

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. 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. Factors that may harm our
business or cause our operating results to fluctuate include the following:

. our inability to obtain new and follow-on client engagements;

. decreases in the amount and changes in the timing of expenditures by
our clients for our services;

. our inability to recruit and retain skilled management, strategic,
technical, design, sales, marketing and support professionals;

. decreases in our employee utilization rate, including our ability to
transition employees quickly from completed projects to new
engagements;

. the introduction of new services by us or our competitors;

. price competition;

. our inability to manage costs, including personnel costs and support
services costs;

. our inability to effectively integrate acquisitions with existing
operations; and

. costs related to the opening or expansion of offices.

A significant portion of our operating expenses, such as personnel and
facilities costs, are fixed in the short term. We have also 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."

10
<PAGE>

Our officers and directors own a large percentage 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, approximately %
of our outstanding common stock, or % if the underwriters exercise their
over-allotment option. Steven J. Braun, our President and Chief Executive
Officer, will beneficially own approximately % 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."

We have various mechanisms in place to discourage takeover attempts

Certain provisions of our certificate of incorporation and bylaws may
discourage, delay or prevent a change in control of Braun Consulting that a
stockholder may consider favorable. These provisions include:

. authorizing 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;

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

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

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

. limiting who may call special meetings of stockholders;

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

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

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

. providing 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. See
"Description of Capital Stock--Delaware Anti-Takeover Law and Certain Charter
Provisions."

11
<PAGE>

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 less than
the price paid for the common stock.

Management will have broad discretion in the allocation of the net proceeds
of this offering

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.

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 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. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of the
forward-looking statements. 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.

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 contained herein.

13
<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of the shares of common stock
offered by us will be approximately $ million, assuming an initial public
offering price of $ 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 $1.5 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. One line of
credit matures January 31, 2000 and bears interest at the bank's prime rate.
The other line of credit matures May 29, 1999 and bears interest at the bank's
prime rate 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.

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 $1.5 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
shares of common stock by us in this offering at an assumed initial public
offering price of $ 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 Forma
Pro as
Actual Forma Adjusted
(In thousands, except
share and per share
data)
<S> <C> <C> <C>
Cash................................................ $ 605 $ 605 $
====== ====== ==========
Short-term debt..................................... $3,479 $3,479 $
====== ====== ==========
Long-term debt...................................... -- -- $ --
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000
shares authorized; none outstanding (actual, pro
forma and pro forma as adjusted)................. -- -- --
Common stock, $0.001 par value, 50,000,000 shares
authorized; shares outstanding
(actual); shares outstanding (pro
forma); shares outstanding (pro forma
as adjusted)(a).................................. $ 448 $ 448
Additional paid-in capital........................ -- --
Notes receivable from stockholders................ (38) (38)
Retained earnings................................. 4,631 31
------ ------ ----------
Total stockholders' equity...................... 5,041 441
------ ------ ----------
Total capitalization.......................... $5,041 $ 441 $
====== ====== ==========
</TABLE>
- ---------------------
(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
shares of common stock at a weighted average exercise price of
$ per share and (2) 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."

15
<PAGE>

DILUTION

As of May 4, 1999, our net tangible book value was approximately $5.0
million, or approximately $ 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 $ per share
and after deducting the estimated underwriting discounts and commissions and
offering expenses, (2) the distribution of approximately $1.5 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 $ million, or $ per share. This represents an immediate
increase in net tangible book value of $ per share to our stockholders and
an immediate dilution in net tangible book value of $ 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........ $
-----------
Net tangible book value per share as of May 4, 1999.. $
Increase in net tangible book value per share
attributable to new stockholders....................
-----------
Pro forma net tangible book value per share after this
offering..............................................
-----------
Dilution per share to new stockholders................. $
===========
</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 $ 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..... $ $
New stockholders..........
---------- ----- ----------- -----
Total................. 100.0% $ 100.0%
========== ===== =========== =====
</TABLE>

The foregoing table excludes (1) options outstanding as of May 4, 1999 to
purchase shares of common stock at a weighted average exercise price of
$ per share and (2) 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 (a):
Basic.................. $ $ $ $ $ $ $
Diluted................
</TABLE>
<TABLE>
<CAPTION>
As of December 31, As of May 4, 1999
---------------------------------- --------------------
1994 1995 1996 1997 1998 Actual Pro forma(b)
(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 5,041 441
</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
and earnings per share for periods subsequent to 1994 reflect federal and
state income taxes as if we had not elected S corporation status for income
tax purposes. Pro forma net income and earnings per share for 1994 reflect
federal and state income taxes on a basis consistent with subsequent
periods.
(b) Pro forma reflects the S corporation distribution of approximately $1.5
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.

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 certain 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-centric 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 reflected increases in average billing rates,
additional services provided to existing clients and increases in the size and
number of new client projects. Product sales declined resulting from our
increased emphasis on consulting services.

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

20
<PAGE>

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. This increase in consulting services reflected
increases in average billing rates, additional services provided to existing
clients and increases in the size and number of new client projects. 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 average billing rates, additional services provided to existing
clients and increases in the size and number of new client projects.

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 May 29, 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, the effect on our financial position, results of operations and
cash flows would not be material.

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 (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

Industry Background

Business and culture are changing due to advancements in the Internet and
knowledge management. Access to information is increasing, data sources are
growing exponentially, people are interacting online, and knowledge assets have
emerged as the 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
knowledge management, creation and sharing. Web-based applications and business
solutions enable electronic commerce, drive new information creation and
increase the need to effectively access, utilize, manage and store knowledge
assets. 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 increase to 320
million in 2002 from approximately 97 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
$220 billion worldwide by 2001. This explosive growth is driving demand by
businesses for Web-related services, which Forrester Research, Inc. predicts
will exceed $57 billion by 2003 from a base of $4 billion in 1998.

26
<PAGE>

As 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-centric business strategies utilizing knowledge assets
and leading information technologies such as the Internet. By focusing on the
design and development of business strategies, companies can respond to rapidly
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 of 250 information technology executives indicated that data
warehousing, a core element of business intelligence, is their top post-
millennium technology priority.

In recent years, the deployment of enterprise resource planning
applications, the integration of supply chains and the emergence of electronic
business have increased the amount of data available to companies.
Nevertheless, many companies have failed to organize, manage and disseminate
this 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. Business intelligence is deployed in many ways to increase
revenues and operating 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 deploy
management applications 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 in customer-centric business
strategies 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 produce knowledge-driven wealth and success. International
Data Corp. projects that data warehousing spending worldwide will grow to $29.0
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.

The Braun Consulting Advantage

We believe clients that are dependent upon knowledge assets and effective
use of the Internet will purchase eSolutions from qualified and proven end-to-
end solutions providers. Braun Consulting is uniquely positioned to deliver
comprehensive eSolutions that leverage the convergence of customer-centric
strategy, business intelligence and the Internet. 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:

27
<PAGE>

Comprehensive eSolutions Through our Transform Methodology

Through our proprietary Transform methodology, we deliver eSolutions that
integrate customer-centric strategy and business intelligence with the
Internet. We provide large-scale, end-to-end 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
enables strategy-driven eSolutions to be delivered on-time and on-budget.

Pioneer in Business Intelligence

Braun Consulting is a pioneer 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 knowledge assets 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-Centric and Internet Business Strategies

We have extensive experience in designing customer-centric 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-centric 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 is a leader in integrating Web-based technology, including
Internet, intranet and extranet application development. 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 the
Braun Technology Center, which includes both internal and external training
capabilities.

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<PAGE>

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 customer-centric strategies, business
intelligence and advanced Web capabilities.

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 highly developed 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.

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
customer-centric strategies, business intelligence and leading
technologies, including the Internet;

. 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.

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<PAGE>

eSolutions Services

Braun Consulting delivers comprehensive eSolutions by combining its
expertise in customer-centric strategy, business intelligence and business
process applications, including Web-based technologies. Our eSolutions services
model is used in whole or in part in all of our engagements.

eSolutions Services Model

[Insert graphic here]

Customer and Internet Business Strategy

Braun Consulting's customer-centric and Internet business strategy services
focus on helping clients achieve sustainable, profitable growth by recognizing
and realizing value from their customer base, knowledge assets and the
Internet. We understand that strategy and implementation are inseparable and
that performance improvement for any client is based on insightful assessment,
analytical rigor 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-Centric 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 emerging 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 their knowledge assets through
technology. Our core expertise in business intelligence services consists of:

. Data Warehousing. We are a leader in successfully building and
deploying large- scale, complex data warehouses, which are the basis
for business intelligence solutions. Data warehouses form the
foundation needed to enable disparate sources of data to be utilized
throughout an enterprise. Effective data warehousing overcomes
issues presented by incompatible databases, geographic dispersion
and multiple technology platforms.

. Customer Relationship Management. We help clients move closer to
their customers 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 prioritization of 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. We are leaders in deploying advanced relational
analyses, reporting and query tools.

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<PAGE>

Business Process Applications

Our business process applications services help clients to effectively
manage the interaction between their company and its customers, suppliers and
sales force. The business process applications services we provide include:

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

. Internet, Intranet and Extranet. We have expertise in building Web-
based applications that span publicly accessible 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 systems
that enable the effective information exchange among geographically
dispersed sales representatives, customer service representatives
and customers. We also have extensive 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 and decision
support initiatives.

. Core and Extended Enterprise Applications. We bring business
expertise and insights to enterprise resource planning projects and
offer extensive experience in extending the functionality of core
applications 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 deliverables approximately every
90 days. Our focus on creating deliverables in an iterative and ongoing manner
creates selling advantages when competing for work with other consulting firms
bidding in either a time-and-materials or fixed-price manner.

Our unique approach capitalizes on both the client assurances associated
with fixed-price work and the flexibility inherent in ongoing billable
relationships. Transform's iterative process enables controlled growth in
overall project scope 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 90-day
deliverables approach requires us to work closely with clients to achieve the
desired business objectives. Transform includes the following phases:

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<PAGE>

Scope. We identify and work with critical participants, users and reviewers
to deliver a clear definition of the objectives and boundaries for the project.
We create an overall project plan, which includes business justification,
tasks, end-of-project deliverables, timeline and resource allocation.
Management approvals and project-control checkpoints are defined as part of the
project plan. The emphasis of the planning stage is on establishing objectives
and timetables focused on the rapid creation of business value.

Strategy. We begin with careful consideration of the strategic rationale for
the project. Through tailored customer and competitive analyses, we work with
clients to build consensus on the targeted results of the eSolution. We
emphasize the development and/or alignment of customer-focused, Internet,
general business, information technology and eSolution-specific project
strategies. When appropriate, a prototype eSolution is developed for the
client's review.

Design. Requirements identified in the strategy phase drive the project
design and include identification of Internet, end-user functionality and ease
of use features. In designing a multi-phase eSolution, we define information
technology and application architectures through iterative management
techniques. Our approach allows for rapid re-entry into the design stage for
each successive phase of an eSolution. Transform has clearly defined processes
for concurrent execution of multiple and sometimes parallel segments, each with
its own design, build and deploy timetable.

Build. We assemble, integrate, and construct components, objects, prototypes
and incrementally deployable eSolutions. Iterative testing and quality
assurance are integral parts of the build stage. Technology-specific and
application-specific processes, techniques and deliverables are fundamental
parts of Transform.

Integration. We stage deployment based on the scope of the eSolution and
execute on the processes required to ensure successful preparation and roll-
out. Our integration approach addresses both organizational and systems
adaptation. Key activities in this stage often include change management
initiatives, system conversions and knowledge-transfer by way of training and
documentation. Stage-end assessment tasks provide quality assurance and
eSolution-improvement feedback.

Support. Strategic change and rapid realization of value through incremental
eSolution deployment drives post-implementation support requirements for many
clients. During the support stage, Braun Consulting can continue to provide
organizational assistance to clients and interim information technology and
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 knowledge transfer capabilities include customized user
training, classroom instruction, manuals and documentation. Some clients
request the ongoing assessment of operational procedures in order to achieve
additional strategic objectives.

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<PAGE>

Representative eSolutions

Intranet-driven Products and Services

Challenge: Increase Fortune 100 client's effectiveness in going to market
through new Web-enabled management and distribution capabilities.

eSolution: Braun Consulting worked with a major manufacturer of electronics
equipment to rethink how to more effectively go to market with 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 across a
multi-tiered framework based on leading information technology. We utilized
Oracle database technology for efficient information storage and leading Web
and transaction 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. Advanced
logic required for the eSolution was built into the middle layer to mask
complexity for end business users. The system included analytical capabilities
to dynamically calculate product and service offering charges and improve
inventory management.

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 knowledge
assets to more effectively target and deliver hundreds of products and
services. Taking advantage of its new infrastructure, the client is now able to
better focus on increasing revenues and profits by exploiting flexible pricing
models.

Targeting Customers and Improving Sales Effectiveness through the Web

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

eSolution: Braun Consulting developed and implemented new customer
prioritization and sales force optimization strategies for this client. The
multi-phase project was designed to drive revenue growth through improved
management of customer assets. We approached the situation by first assessing
the quality and quantity of data available to brand and field management. Our
consultants assessed volume potential in the targeted market and gauged
opportunities based on customer behaviors. We then designed an intranet-
distributed database tool used to improve sorting and ranking of target
customers. Through improved Web access to data representing multiple purchasing
criteria, we focused on creating the ability to align sales force targets with
high-potential customers.

Results: The client will be equipped with dynamic and real-time customer
evaluation capabilities 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. These target lists provide
for increased alignment between the client's sales force and high-potential
customers. The client can get closer to the right customers and improve returns
on sales force investments in multiple countries.

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<PAGE>

Improving Information Access to Increase Sales

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

eSolution: Braun Consulting worked with the client to improve access to
important knowledge assets through advanced client/server data warehousing and
Web-enabled reporting technologies. Working across multiple project phases, we
replicated existing reports, developed interfaces to new order management
systems and enabled integration of data resources from multiple existing
systems. In a two-part process, we developed data models and data extraction
logic that interfaced with the client's enterprise transactional system. Our
approach created a cohesive database containing information from three
business-critical functions and managed to balance the design requirements of
several data marts in an environment where no two data sources exhibited the
same delivery frequency or storage type. We created and Web-enabled more than
one hundred reports to capture and disseminate the knowledge contained in the
client's powerful new data warehouse.

Results: 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 a
highly intuitive data warehouse that is designed to be scaled well into the
next century.

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 in a growing
international marketplace.

eSolution: Braun Consulting is working with a major telecommunications
provider to introduce leading CRM strategies and build critical business
intelligence capabilities and information technology infrastructure. In the
first phase of the project, we worked with the client to scope and assess the
situation through 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 findings document that outlined recommendations for
strategy and development of a full-lifecycle marketing database that will
include powerful Internet and intranet interfaces 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
new environment. To empower customer-centric and Web-enabled business
capabilities, 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 this region of the world.

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

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<PAGE>

revenues, with one client 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. Our clients during
the past two years 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
Unilever
Ford Motor

Healthcare General Motors
Abbott Laboratories Honeywell Other
American Home Products Imation Ameren
Baxter Healthcare Milnot BP Amoco
Eli Lilly Monsanto Dow AgroSciences
Novartis Motorola Great Lakes Gas
Pharmacia-Upjohn Raytheon Hyatt
Rhone-Poulenc Rockwell K Mart
Manpower
Steelcase
Financial Services S.C. Johnson Maritz
Blue Cross/Blue Shield 3Com McDonald's
Chase Thomson Consumer Electronics TMP Worldwide
CNA Insurance Trane (Monster.com owner
Conseco Ty Inc. )
Delta Dental Xerox
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.

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

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<PAGE>

awareness. For example, current programs include marketing communications
deliverables, Webpage development, lead generation seminars, market research,
trade shows, joint partner marketing activities, and targeted executive
marketing initiatives. We utilize public relations, online interactive
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.

Partners

We partner with industry leaders to bring greater value to our clients
through enhanced eSolutions. We maintain a vendor-neutral approach that
emphasizes a deep understanding of critical technologies and products. Our
quality work and partnering approach has driven business development
opportunities and increases the exposure of our professional capabilities to
new clients.

Our current partners include:

<TABLE>
<S> <C> <C> <C>
BrioTechnology Hyperion Oracle SAP
Business Objects Microsoft Paragren SAS Institute
Exchange Applications Net Dynamics Prime Response TDW
</TABLE>

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 in the Braun Technology Center. New hires who are
recent graduates receive four weeks of intensive training in our culture,
business, specific technologies and our Transform methodology. We offer

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<PAGE>

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.

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 in the ability to capture the convergence of
customer-centric 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--Risks related to eSolutions
market."

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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MANAGEMENT

Directors and Executive Officers

The following table sets forth the names, ages and positions of our
directors and executive officers as of May 5, 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........ 48 Chief Operating Officer, Executive Vice President and Director
John C. Burke........... 60 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 our inception. 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

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<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.

41
<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.

42
<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 (as defined in the agreements), (2) without cause on 60 days prior
written notice, (3) on the executive's death or (4) on the executive's
permanent disability. Each executive can terminate his agreement for good
reason (as defined in the agreements) or on 60 days prior written notice.

Under the agreements with Messrs. Evanisko, Kalustian and Bascobert, in the
case of an involuntary termination (as defined in the agreements), 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 (as
defined in the agreements) 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 $ . This amount is payable to Mr. Duvall in annual
installments not to exceed $240,000 per installment.

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.

44
<PAGE>

The maximum number of shares of common stock for which options may be
granted under the Employee Plan is the greater of (a) 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 not exercisable after ten years after the date
they are granted, and options may not be exercised until at least two months
from the date they are granted. Options granted under the Employee Plan
generally are not transferable by the optionee and terminate upon severance of
employment.

As of the date of this prospectus, there are options outstanding under the
Employee Plan to purchase shares of common stock at a weighted average
price of $ per share, of which 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
. Options granted under the Executive Plan terminate 30 days after the
severance of employment.

As of the date of this prospectus, there are options outstanding under the
Executive Plan to purchase shares of common stock at a weighted average
price of $ per share, of which 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.

The maximum number of shares of common stock for which options may be
granted under the Director Plan is . 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 the date of this prospectus, there are options outstanding under the
Director Plan to purchase shares of common stock at a weighted average
price of $ per share, of which none are currently exercisable.

45
<PAGE>

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.

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 a liquidity event, which includes an
initial public offering of our common stock. If a liquidity event occurs, Mr.
Miller is entitled to liquidate all or a portion of his shares of common stock
for a gross sum not to exceed

46
<PAGE>

$300,000. 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 a liquidity event. 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)...... % %
Thomas J. Duvall........
John C. Burke...........
Michael J. Evanisko(d)..
James M. Kalustian(e)...
Stephen J. Miller.......
Paul J. Bascobert(f)....
David R. Fenner.........
Curt S. Sellke..........
Gregory A. Ostendorf....
All executive officers
and directors as a
group (10 persons).....
</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 shares of our common stock outstanding as of May 4,
1999 and 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.
(c) Includes an aggregate of shares subject to a voting trust, of
which Steven J. Braun serves as trustee.
(d) Includes shares of common stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
May 4, 1999.
(e) Includes shares of common stock issuable upon exercise of
outstanding stock options that will become exercisable within 60 days of
May 4, 1999.
(f) Includes 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 description 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 shares of Braun Consulting common stock outstanding
immediately prior to consummation of this offering, held of record by
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.

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."

49
<PAGE>

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 to discourage takeover attempts."

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;

50
<PAGE>

. 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 to discourage takeover attempts."

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is
, and its address is
.

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 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 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.

51
<PAGE>

Our directors, executive officers, stockholders and certain 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 an "affiliate" of us 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 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 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.

52
<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 and
Adams, Harkness & Hill, Inc. have severally agreed to purchase from us and the
selling stockholders the number of shares of common stock set forth opposite
their names below.

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

The underwriting agreement provides that the underwriters' obligations to
purchase and accept delivery of the shares of common stock offered hereby are
subject to approval by their counsel of certain legal matters and to certain
other conditions. The underwriters are obligated to purchase and accept
delivery of all the shares of common stock offered hereby (other than those
shares covered by the over-allotment option described below) if they purchase
any of the shares.

The underwriters initially propose to offer some of the shares of common
stock to the public at the initial public offering price set forth on the cover
page of this prospectus, and some of the shares to certain dealers (including
the underwriters) at such price less a concession not in excess of $ per
share. The underwriters may allow, and such dealers may re-allow to certain
other dealers, a concession not in excess of $ per share. After the initial
offering of the common stock, the representatives of the underwriters may
change the public offering price and other selling terms at any time without
notice. The underwriters do not intend to confirm sales to any accounts over
which they exercise discretionary authority.

DLJdirect Inc., an affiliate of Donaldson, Lufkin & Jenrette Securities
Corporation and a member of the selling group, is facilitating the distribution
of the shares sold in the offering over the Internet. The underwriters have
agreed to allocate a limited number of shares to DLJdirect Inc. for sale to its
brokerage account holders.

Certain selling stockholders have granted to the underwriters an option,
exercisable for 30 days after the date of this prospectus, to purchase up to
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 its pro rata portion of the additional shares based on such
underwriter's percentage underwriting commitment indicated in the preceding
table.

53
<PAGE>

We, together with the selling stockholders, have agreed to indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the underwriters may be
required to make in respect thereof.

We, together with our executive officers, directors, stockholders and
certain option holders have agreed, subject to certain exceptions, not to:

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

regardless of whether any of the transactions described above are to be settled
by the delivery of common stock, other securities, cash, or otherwise, for a
period of 180 days after the date of this prospectus without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation. In addition,
during such 180-day period, we have also agreed not to file any registration
statement with respect to, and each of our executive officers, directors and
certain of our stockholders has agreed not to make any demand for, or exercise
any right with respect to, the registration of any shares of our common stock
or any securities convertible into or exercisable or exchangeable for common
stock without the prior written consent of Donaldson, Lufkin & Jenrette
Securities Corporation. However, Donaldson, Lufkin & Jenrette Securities
Corporation may, in its sole discretion, release all or any portion of the
securities subject to the lock-up agreements. We have determined that if the
lock-up with respect to a significant number of shares has been waived, whether
with respect to a single stockholder or a number of stockholders, we would
review applicable securities laws and, if public disclosure would be
appropriate, disclose the waiver.

Prior to this offering, no established trading market for our common stock
existed. The initial public offering price of our shares of common stock
offered by this prospectus was determined by negotiations among us and the
representatives of the underwriters. The factors considered in determining the
initial public offering price included the history of and the prospects for the
industry in which we compete, our past and present operations, our historical
results of operations, our prospects for future earnings, the recent market
prices of securities of generally comparable companies and the general
condition of the securities markets at the time of the offering.

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 offered hereby in any jurisdiction where action for that
purpose is required. The shares of common stock offered hereby 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

54
<PAGE>

distributed or published in any jurisdiction, except under circumstances that
will result in compliance with the applicable rules and regulations of such
jurisdiction. Persons with this prospectus should inform themselves about and
observe any restrictions relating to the 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 offered hereby in any jurisdiction in
which such an offer or a solicitation is unlawful.

In connection with the offering, the underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of our common stock.
Specifically, the underwriters may over-allot the 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.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon
for Braun Consulting by Locke Liddell & Sapp LLP, Houston, Texas. Certain legal
matters in connection with this offering will be passed upon for the
underwriters 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.

55
<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 liabilities.......................... 1,077 1,393 1,393
Unearned revenue............................. 270 880 880
Distribution payable to stockholders......... 1,002 902 2,402
Deferred income taxes........................ -- -- 3,100
------ ------- -------
Total current liabilities.................. 6,218 8,139 12,739
Commitments and contingencies
Stockholders' equity:
Common stock, no par value; authorized,
100,000,000 shares; issued and outstanding,
11,964,002 in 1998 and 12,329,470 in 1999... 436 448 448
Notes receivable from stockholders........... (38) (38) (38)
Unearned deferred compensation............... (30) -- --
Retained earnings............................ 3,259 4,631 31
------ ------- -------
Total stockholders' equity................. 3,627 5,041 441
------ ------- -------
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
</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 $1,500 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.

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 liabilities................................... 1,191 1,077
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)...... 0.09 0.09 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)...... 0.08 0.08 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
</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>

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.

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.

F-14
<PAGE>

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>

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

F-15
<PAGE>

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.

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.

F-16
<PAGE>

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 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>

F-17
<PAGE>

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>

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.

F-18
<PAGE>

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.

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-19
<PAGE>

(Inside back cover)

[Braun Consulting eSolutions Business Model graphic]

Copy: Braun Consulting delivers comprehensive eSolutions by combining
expertise in customer-centric strategy, business intelligence and business
process applications, including Web-based technologies.

www.braunconsult.com
<PAGE>

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

, 1999

[Logo]

Braun Consulting, Inc.

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.............. $15,895
NASD Filing Fee.................................................. 6,250
Nasdaq National Market Listing Fee............................... *
Printing Expenses................................................ *
Legal Fees and Expenses.......................................... *
Accounting Fees and Expenses..................................... *
Blue Sky Fees and Expenses....................................... *
Transfer Agent and Registrar Fees and Expenses................... *
Miscellaneous Expenses........................................... *
-------
Total........................................................ $ *
=======
</TABLE>
- ---------------------
* To be filed by amendment.

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, shares of
common stock have been issued pursuant to the exercise of options by five
employees at a weighted average exercise price of $ per share.

II-2
<PAGE>

(2) On May 4, 1999, Braun Consulting issued to the stockholders of
Vertex Partners, Inc. 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, James
M. Kalustian, and Paul J. Bascobert.

None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions, or any public offerings. All of the sales of
securities above were made in reliance on one or more exemptions from
registration under the Securities Act, including those provided by Section 4(2)
and Rule 701.

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 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>
- ---------------------
* 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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on May 25, 1999.

Braun Consulting, Inc.

Dated: May 25, 1999
/s/ Steven J. Braun
By: _________________________________
Steven J. Braun
President, Chief Executive Officer
and Chairman of the Board

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints STEVEN J. BRAUN, JOHN C. BURKE and GREGORY A.
OSTENDORF, and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution for him, and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement (including, without limitation, post-effective
amendments), and any and all registration statements for the same offering
filed pursuant to Rule 462 under the Securities Act of 1933, and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

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

<S> <C> <C>
/s/ Steven J. Braun President, Chief Executive May 25, 1999
____________________________________ Officer and Chairman of the
Steven J. Braun Board (Principal Executive
Officer)

/s/ John C. Burke Chief Financial Officer and May 25, 1999
____________________________________ Treasurer (Principal
John C. Burke Financial Officer and
Principal Accounting
Officer)

/s/ Thomas J. Duvall Director May 25, 1999
____________________________________
Thomas J. Duvall

/s/ Stephen J. Miller Director May 25, 1999
____________________________________
Stephen J. Miller

/s/ Michael J. Evanisko Director May 25, 1999
____________________________________
Michael J. Evanisko

/s/ James M. Kalustian Director May 25, 1999
____________________________________
James M. Kalustian
</TABLE>

II-5

<PAGE>

Exhibit 3.1

CERTIFICATE OF INCORPORATION
OF
BRAUN CONSULTING, INC.

Article One
-----------

The name of the Corporation is BRAUN CONSULTING, INC.

Article Two
-----------

The address of its registered office in the State of Delaware is 1209
Orange Street, Corporation Trust Center, Wilmington, New Castle County,
Delaware. The name of the registered agent at such address is The Corporation
Trust Company.

Article Three
-------------

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.

Article Four
------------

The total number of shares of stock which the Corporation shall have
authority to issue is 60,000,000 shares, divided into: one class of 50,000,000
shares of Common Stock with par value of $0.001 per share, and one class of
10,000,000 shares of Preferred Stock with par value of $0.001 per share.

Article Five
------------

Cumulative voting of the shares is expressly prohibited. No holder of any
shares of stock of the Corporation or other person shall have any preemptive
right whatsoever.
<PAGE>

Article Six
-----------

The Board of Directors is authorized, from time to time, to issue the
Preferred Stock of the Corporation and to divide such Preferred Stock into
Series, to fix and determine separately for each Series any or all of the
relative rights and preferences, to issue shares of any Series then or
previously designated, fixed and determined, and to increase or decrease the
number of shares within any Series. The relative rights and preferences of
shares of Preferred Stock may vary between Series in any and all respects.
Without limiting the foregoing, each Series may vary from any other Series with
respect to the following relative rights and preferences:

1. the rate of dividend payable with respect to the shares of any
Series and the dates, terms and other conditions on which such dividend shall be
payable;

2. the nature of the dividend payable with respect to shares of any
Series as cumulative, noncumulative or partially cumulative;

3. the price at and the terms and conditions on which shares may be
redeemed;

4. the amount payable upon shares in event of involuntary
liquidation;

5. the amount payable upon shares in event of voluntary liquidation;

6. sinking fund provisions (if any) for the redemption or purchase
of shares;

7. the terms and conditions on which shares may be converted if the
shares of any Series are issued with the privilege of conversion;

8. voting rights (including the number of votes per share, the
matters on which the shares can vote, and the contingencies which make the
voting rights effective); and

9. repurchase obligations of the Corporation with respect to the
shares of any Series.

-2-
<PAGE>

Article Seven
-------------

The name and mailing address of the incorporator is as follows:

NAME MAILING ADDRESS
---- ---------------

Gregory A. Ostendorf 30 West Monroe, Suite 300
Chicago, Illinois 60603

Article Eight
-------------

The names and mailing addresses of the persons who are to serve as
directors of the Corporation until the first annual meeting of stockholders or
until their successor or successors are elected and qualified are as follows:

NAME MAILING ADDRESS
---- ---------------

Steven J. Braun 30 West Monroe, Suite 300
Chicago, Illinois 60603

Thomas J. Duvall 30 West Monroe, Suite 300
Chicago, Illinois 60603

Michael J. Evanisko 30 West Monroe, Suite 300
Chicago, Illinois 60603

James M. Kalustian 30 West Monroe, Suite 300
Chicago, Illinois 60603

Steve Miller 30 West Monroe, Suite 300
Chicago, Illinois 60603

Article Nine
------------

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 Directors shall not be less than
three (3) nor more than fifteen (15) and shall be specified from time to time by

-3-
<PAGE>

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.

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.

Except as otherwise required by law, 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

-4-
<PAGE>

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.

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.

Article Ten
-----------

In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to adopt, amend or repeal bylaws
of the Corporation.

Article Eleven
--------------

The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed by statute; provided, however, that the stockholders may amend
Articles Five, Six, Nine, Ten, Twelve, Thirteen, and this Article Eleven of this
Certificate of Incorporation only by the affirmative vote of 66 2/3% of the
holders of outstanding shares of stock of the corporation entitled to vote. All
rights conferred upon stockholders herein are granted subject to this
reservation.

Article Twelve
--------------

Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken upon the vote of the stockholders at an
annual or special meeting duly called and may not be taken by written consent of
the stockholders.

Article Thirteen
----------------

Special meetings of stockholders may be called only by the Chairman of the
Board of Directors, the Chief Executive Officer, the President or the Board of
Directors.

-5-
<PAGE>

Article Fourteen
----------------

No director shall personally be liable to the Corporation or the
stockholders for monetary damages for any breach of his fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or the stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. The Corporation shall indemnify its officers and directors to the
fullest extent of the Delaware General Corporation Law. If the Delaware General
Corporation Law or other applicable law is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law or such other
applicable law, as so amended. Any repeal or modification of this article by
the stockholders shall not adversely affect any right or protection of a
director existing at the time of such repeal or modification.

I, being the incorporator hereinbefore named, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, do
make this certificate, hereby declaring and certifying that this is my act and
deed and the facts herein stated are true, and accordingly have hereunto set my
hand this 14th day of May, 1999.

/s/ GREGORY A. OSTENDORF
---------------------------------
Gregory A. Ostendorf

-6-

<PAGE>

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement dated as of May 4, 1999 (this
"Agreement") is made by and among Braun Consulting, Inc., an Illinois
corporation (the "Corporation"), Michael J. Evanisko ("Evanisko"), James M.
Kalustian ("Kalustian"), and Paul J. Bascobert ("Bascobert") ("Evanisko",
"Kalustian" and "Bascobert" collectively, the "Vertex Shareholders").

WHEREAS, pursuant to a Stock Purchase Agreement (the "Stock Purchase
Agreement") dated as of May 4, 1999, by and among the Corporation, Vertex
Partners, Inc., a Massachusetts corporation ("Vertex"), and the Vertex
Shareholders, the Corporation has agreed to acquire all of the outstanding
shares of common stock, par value $0.01 per share ("Vertex Common Stock"), of
Vertex held by the Vertex Shareholders in exchange for an aggregate of 1,512,373
shares of the Corporation's common stock, no par value ("Common Stock"); and

WHEREAS, as a condition of the sale of shares of Vertex Common Stock to the
Corporation, the Vertex Shareholders have required that the Corporation enter
into this Agreement to provide the Vertex Shareholders certain rights to
register their shares of Common Stock; and

WHEREAS, Braun owns shares of the Corporation's Common Stock and the
Corporation wishes to provide Braun rights to register his shares of Common
Stock;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereby agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:

1.1 The term "Exchange Act" means the Securities Exchange Act of
1934, as amended, and the rules and regulations of the SEC issued thereunder, as
they may, from time to time, be in effect;

1.2 The term "Holder" means any Vertex Shareholder, Steven J. Braun
("Braun"), Jennifer A. Braun, any of the children of Braun, any trust
established for the benefit of Jennifer A. Braun or any of the children of
Braun, and any other person or entity holding Registrable Securities to whom the
registration rights granted in this Agreement have been transferred pursuant to
Section 11 hereof;

1.3 The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of
effectiveness of such registration statement; and
<PAGE>

1.4 The term "Registrable Securities" means (1) the Common Stock
issued to the Vertex Shareholders pursuant to Section 1.2 of the Stock Purchase
Agreement; (2) the Common Stock issued to the Vertex Shareholders upon exercise
of options granted by the Corporation to the Vertex Shareholders; (3) the Common
Stock issued to the Vertex Stockholders pursuant to Article V of the Stock
Purchase Agreement; (4) Common Stock held by any other Holder; and (5) any
Common Stock of the Corporation issued as a dividend or other distribution with
respect to, or in exchange or in replacement of, such Common Stock. Any
Registrable Securities will cease to be such when (i) a registration statement
covering such Registrable Securities has been declared effective by the SEC and
such Registrable Securities have been disposed of pursuant to such effective
registration statement, (ii) such Registrable Securities are distributed to the
public pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, or (iii) such Registrable Securities may be resold without any
restriction under the Securities Act.

1.5 The term "SEC" means the Securities and Exchange Commission;

1.6 The term "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the SEC issued thereunder, as they
may, from time to time, be in effect; and

1.7 The term "Vertex Shares" means (1) the Common Stock issued to the
Vertex Shareholders pursuant to Section 1.2 of the Stock Purchase Agreement; (2)
the Common Stock issued to the Vertex Shareholders upon exercise of options
granted by the Corporation to the Vertex Shareholders; (3) the Common Stock
issued to the Vertex Stockholders pursuant to Article V of the Stock Purchase
Agreement; and (4) any Common Stock of the Corporation issued as a dividend or
other distribution with respect to, or in exchange or in replacement of, such
Common Stock.

Capitalized terms used, but not otherwise defined, in this Agreement shall
have the meanings given to them in the Stock Purchase Agreement.

2. Corporation Registration. Subject to Section 6 of this Agreement, if
at any time, or from time to time, the Corporation determines to register any of
its Common Stock under the Securities Act in connection with the public offering
of such securities for its own account or for the accounts of other
stockholders, solely for cash on a form that would also permit the registration
of the Registrable Securities (other than on Form S-4, S-8 or any successor
forms thereto) the Corporation shall, each such time, promptly give each Holder
written notice of such determination. Upon the written request of any Holder
given within thirty (30) days after mailing of any such notice by the
Corporation, the Corporation shall use, subject to the limitations set forth in
Section 6.1, its commercially reasonable efforts to cause to be registered under
the Securities Act all of the Registrable Securities that each such Holder has
requested be registered. Notwithstanding the foregoing, no such notice need be
given of any determination by the Corporation to register any of its Common
Stock on Form S-3 (or any successor form thereto) under the Securities Act in
connection with any re-offering or re-sale of such securities by a stockholder
who or which received such securities in connection with any merger,
acquisition, consolidation or similar transaction involving the Corporation and
the Corporation

-2-
<PAGE>

shall not be under any obligation hereunder to include in any such registration
the Registrable Securities of any Holder.

3. Obligations of the Corporation. Whenever required under Section 2 to
use its commercially reasonable efforts to effect the registration of any
Registrable Securities, the Corporation shall, as expeditiously as reasonably
possible:

3.1 Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its commercially reasonable
efforts to cause such registration statement to become and remain effective;
provided, however, that in connection with any proposed registration intended to
permit an offering of any securities from time to time (i.e., a so-called "shelf
registration"), the Corporation shall in no event be obligated to cause any such
registration to remain effective for more than one hundred eighty (180) days.

3.2 Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
registration statement.

3.3 Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as they may reasonably request in order
to facilitate the disposition of Registrable Securities owned by them.

3.4 Use its commercially reasonable efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be necessary for the
distribution of the securities covered by the registration statement, provided
that the Corporation shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, and further provided
that (anything in this Agreement to the contrary notwithstanding with respect to
the bearing of expenses) if any jurisdiction in which the securities shall be
qualified shall require that expenses incurred in connection with the qualifica
tion of the securities in that jurisdiction be borne by selling stockholders,
then such expenses shall be payable by selling stockholders pro rata, to the
extent required by such jurisdiction.

3.5 Provide a transfer agent for the Common Stock no later than the
effective date of the first registration of any Registrable Securities.

4. Furnish Information. It shall be a condition precedent to the
obligations of the Corporation to take any action pursuant to this Agreement
that the Holders shall furnish to the Corporation such information regarding
them, the Registrable Securities held by them, and the intended method of
disposition of such securities as the Corporation shall reasonably request and
as shall be required in connection with the action to be taken by the
Corporation.

-3-
<PAGE>

5. Corporation Registration Expenses. All expenses (excluding
underwriters' discounts and commissions) incurred in connection with a
registration pursuant to Section 2, including, without limitation, any
additional registration and qualification fees and any additional fees and
disbursements of counsel to the Corporation that result from the inclusion of
securities held by the Holders in such registration and the reasonable fees and
disbursements of one counsel for the selling Holders, shall be borne by the
Corporation; provided, however, that if the registration is of exclusively a
secondary offering, the Holders shall bear their proportionate share of the
expenses incurred in connection with any registration (provided all stockholders
registering shares thereunder bear their proportionate share of expenses),
except expenses which the Corporation would have incurred whether or not the
securities held by the Holders were included in such registration (including,
without limitation, the expense of preparing normal audited or unaudited
financial statements).

6. Underwriting Requirements.

6.1 In connection with any offering involving an underwriting of
shares being issued by the Corporation, the Corporation shall not be required to
include any Registrable Securities in such underwriting unless the Holders of
such Registrable Securities accept the terms of the underwriting as agreed upon
between the Corporation and the underwriters selected by it, and then only in
such quantity as will not, in the reasonable opinion of the underwriters,
jeopardize the success of the offering by the Corporation. Except as permitted
by the next succeeding sentence, if the total amount of securities that all
Holders request to be included in an underwritten offering exceeds the amount of
securities that the underwriters reasonably believe compatible with the success
of the offering, no other securities of any stockholder who is not a Holder
shall be included in such offering unless all securities which the Holders have
requested to be included are included, and the Corporation shall only be
required to include in the offering so many of the securities of the selling
Holders as the underwriters reasonably believe will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among the
selling Holders according to the total amount of securities owned by said
selling Holders, or in such other proportions as shall mutually be agreed to by
such selling Holders). Notwithstanding anything in this Agreement to the
contrary, (i) securities of a stockholder who is not a Holder may be included in
a registration of Common Stock under the Securities Act in connection with the
initial underwritten public offering of Common Stock ("Initial Public
Offering"), provided that the lesser of (x) 302,475 shares of Common Stock, or
(y) one-third (1/3rd) of the total number of shares of Common Stock to be sold
by selling stockholders in connection with the Initial Public Offering, are
included in such registration for the account of the Vertex Shareholders (such
lesser number of shares, the "Vertex IPO Portion"), and (ii) the Vertex
Shareholders may not sell shares of Common Stock in excess of the Vertex IPO
Portion pursuant to the Initial Public Offering.

6.2 With respect to any underwriting of shares, the Corporation shall
have the right to designate the managing underwriter or underwriters.

-4-
<PAGE>

7. Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Agreement.

8. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:

8.1 To the extent permitted by law, the Corporation will indemnify
and hold harmless each Holder requesting or joining in a registration, any
underwriter (as defined in the Securities Act) for it, and each person, if any,
who controls such Holder or underwriter within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to
which they may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based on any untrue or alleged untrue statement of any
material fact contained in such registration statement, including, without
limitation, any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading or
arise out of any violation by the Corporation of any rule or regulation
promulgated under the Securities Act applicable to the Corporation and relating
to action or inaction required of the Corporation in connection with any such
registration; and will reimburse each such Holder, such underwriter, or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, or action, provided, however, that the indemnity agreement contained
in this Section 8.1 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Corporation (which consent shall not be unreasonably withheld
or delayed) nor shall the Corporation be liable in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in connection with such registration statement,
preliminary prospectus, final prospectus, or amendments or supplements thereto,
in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, underwriter or
controlling person.

8.2 To the extent permitted by law, each Holder requesting or joining
in a registration will indemnify and hold harmless the Corporation, each of its
directors, each of its officers who has signed the registration statement, each
person, if any, who controls the Corporation within the meaning of the
Securities Act, and any underwriter for the Corporation (within the meaning of
the Securities Act) against any losses, claims, damages or liabilities to which
the Corporation or any such director, officer, controlling person or underwriter
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein

-5-
<PAGE>

not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in such registration statement, preliminary prospectus or final prospectus,
or amendments or supplements thereto, in reliance upon and in conformity with
written information furnished by such Holder expressly for use in connection
with such registration; and will reimburse the Corporation or any such director,
officer, controlling person or underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 8.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld) and provided further that no Holder shall have any
liability under this Section 8.2 in excess of the net proceeds actually received
by such Holder in the relevant public offering.

8.3 Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 8, but the omission so to notify the
indemnifying party will not relieve him of any liability that he may have to any
indemnified party otherwise than under this Section 8.

9. Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Corporation to the public without
registration, the Corporation agrees that while it has a class of equity
securities registered under the Exchange Act, it will use its commercially
reasonable efforts to:

9.1 make and keep public information available, as those terms are
understood and defined in Rule 144, at all times subsequent to ninety (90) days
after the effective date of the first registration statement under the
Securities Act covering an underwritten public offering filed by the
Corporation;

9.2 file with the SEC in a timely manner all reports and other
documents required of the Corporation under the Securities Act and the Exchange
Act; and

9.3 furnish to any Holder forthwith upon request a written statement
by the Corporation that it has complied with the reporting requirements of Rule
144 (at any time after ninety (90) days after the effective date of said first
registration statement filed by the Corporation), and the Exchange Act (at any
time after it has become subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Corporation, and such

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<PAGE>

other reports and documents so filed by the Corporation as may be reasonably
requested in availing any such holder to take advantage of any rule or
regulation of the SEC permitting the selling of any such securities without
registration.

10. Limitations in Connection with Future Grants of Registration Rights.
Without the prior written consent of the Holder or Holders of a majority of the
then outstanding Vertex Shares, the Corporation shall not grant rights to cause
the Corporation to register any of its securities to any person or entity which
rights are senior to, or on a parity with, those of the Holders (it being
understood that any grant which may cause a reduction in the number of
Registrable Securities to be included in an underwritten public offering for the
account of the Vertex Shareholders shall be deemed to be senior to, or on a
parity with, the rights of the Holders).

11. Transfer of Registration Rights. The registration rights of any
Holder (and of any permitted transferee of any Holder or its permitted
transferees) under this Agreement with respect to any shares of Registrable
Securities may be transferred to any transferee who acquires (otherwise than in
a registered public offering) at least 50,000 of the Registrable Securities or
all Registrable Securities then held by the transferor; provided, however, that
the Corporation is given written notice by the Holder at the time of such
transfer stating the name and address of the transferee and identifying the
securities with respect to which the rights under this Agreement are being
assigned and the transferee executes a written instrument, in form and substance
reasonably satisfactory to the Corporation, agreeing to be bound by this
Agreement.

12. Mergers, Etc. The Corporation shall not, directly or indirectly,
enter into any merger, consolidation or reorganization in which the Corporation
shall not be the surviving corporation unless the proposed surviving corporation
shall, prior to such merger, consolidation or reorganization, agree in writing
to assume the obligations of the Corporation under this Agreement, and for that
purpose references hereunder to "Registrable Securities" shall be deemed to be
references to the securities which the Holders would be entitled to receive in
exchange for Registrable Securities under any such merger, consolidation or
reorganization; provided, however, that the provisions of this Agreement shall
not apply in the event of any merger, consolidation or reorganization in which
the Corporation is not the surviving corporation if the Holders of Registrable
Securities are entitled to receive in exchange therefor (i) cash, or (ii)
securities of the acquiring corporation which may be immediately sold to the
public without registration under the Securities Act.

13. Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person, sent by facsimile transmission with
confirmation of receipt, or duly sent by first class registered or certified
mail, postage prepaid, addressed to such party at the address set forth below or
such other address as may hereafter be designated in writing by the addressee to
the addressor listing all parties:

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<PAGE>

(i) if to the Corporation, to:

Braun Consulting, Inc.
30 West Monroe, Suite 300
Chicago, Illinois 60603
Attention: Steven J. Braun
Facsimile: (312) 984-7033

with a copy to:

Locke Liddell & Sapp LLP
3400 Chase Tower
600 Travis
Houston, Texas 77002
Attention: Marcus A. Watts
Facsimile: (713) 223-3717

(ii) if to the Vertex Shareholders, to

James M. Kalustian
c/o Vertex Partners, Inc.
2 Atlantic Avenue
Boston, Massachusetts 02110
Facsimile: (617) 367-8786

with a copy to:

Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
Attention: David H. Feinberg
Facsimile: (617) 832-7000

(iii) if to Braun, to:

Steven J. Braun
c/o Braun Consulting, Inc.
30 West Monroe, Suite 300
Chicago, Illinois 60603
Facsimile: (312) 984-7033

-8-
<PAGE>

14. Miscellaneous.

14.1 Entire Agreement; Effect on Prior Documents. The Agreement
contains the entire agreement of the parties concerning the subject matter
hereof, and supersedes all prior negotiations, commitments, agreements and
understandings, written or oral, between or among them concerning such subject
matter.

14.2 Amendments; Waivers. This Agreement may be amended, and
compliance with any provision of this Agreement may be omitted or waived, only
by the written agreement of the Corporation and the Holders of at least a
majority in voting power of the then-outstanding Vertex Shares.

14.3 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the substantive laws of the State of
Illinois without regard to its principles of conflicts of laws.

14.4 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

14.5 Certain Matters of Construction. A reference to a Section shall
mean a Section in this Agreement unless otherwise expressly stated. The titles
and headings herein are for reference purposes only and shall not in any manner
limit the construction of this Agreement which shall be considered as a whole.
The words "include," "includes" and "including" when used herein shall be deemed
in each case to be followed by the words "without limitation." Whenever the
context may require, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms, and the singular form of names and pronouns
shall include the plural and vice-versa.

14.6 Counterparts. This Agreement may be executed in any number of
counterparts, each such counterpart shall be deemed to be an original
instrument, and all such counterparts shall together constitute but one
agreement.

[Remainder of the page intentionally left blank]

-9-
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as a contract under seal as of the date first above written.

BRAUN CONSULTING, INC.

/s/ Gregory A. Ostendorf
By:_____________________________________
Gregory A. Ostendorf, Secretary

/s/ Michael J. Evanisko
________________________________________
Michael J. Evanisko

/s/ James M. Kalustian
________________________________________
James M. Kalustian

/s/ Paul J. Bascobert
________________________________________
Paul J. Bascobert

-10-

<PAGE>

Exhibit 9.1

VOTING TRUST AGREEMENT

This Agreement is made on the 1st day of February, 1998, by and between the
undersigned parties to create a Voting Trust of certain common stock of Braun
Technology Group, Inc., an Illinois business corporation (the "Company").

ARTICLE I
CONSIDERATION AND PURPOSE OF TRUST

Consideration

1.01. In consideration of their mutual promises, the parties named below enter
into this Voting Trust Agreement.

Purpose of Trust

1.02. The parties enter into this Voting Trust Agreement for the purpose of
concentrating the vote of the shares represented under this Agreement into a
clear and definite policy of management under the discretion of the Voting
Trustee, and provide for continuity in the management and policies and the
stability of future market value of the Company by restricting the sale of any
and all of Shareholder's shares prior to occurrence of certain events.

ARTICLE II
PARTIES AND EFFECTIVE DATE

Parties

2.01. The parties to this Agreement are:

(a) The particular individual shareholders of Braun Technology Group, Inc.,
who shall subscribe their names to this Agreement ("Shareholders");

(b) Steven J. Braun, Trustee ("Trustee"); and

Effective Date

2.02. This Voting Trust Agreement shall become effective when signed the
Shareholders and all the other parties to this Agreement in accordance with
Paragraph 10.09.

ARTICLE III
TRUSTEES AND REGISTRAR

Number and Term of Trustee

3.01. There shall be one (1) Trustee of this Trust. The Trustee shall be as
named above and his successors shall be appointed as provided in Paragraph 3.05.
The Trustee shall serve for the entire term of this Trust in the absence of his
removal, resignation, incapacity, or death.

Death of Trustee

3.02. The rights and duties of the Trustee shall terminate on his/her death and
no interest in any of the property owned or held by the Trust or any of the
rights or duties of

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<PAGE>

the Trustee may be transferred by will, devise, succession, or in any manner
except as provided in this Agreement. The heirs, administrators, and executors
of the Trustee shall, however, have the right and duty to convey any property
held by the Trustee under this Agreement to the successor Trustee.

Resignation

3.03. The Trustee may resign by giving notice of his or her resignation to the
Registrar. When a Trustee resigns, the successor Trustee may settle any account
or transaction with the resigning Trustee.

Removal

3.04. The Trustee may be removed for cause at any time by the affirmative vote
of not less than two thirds (2/3) of the Shareholders (pursuant to Paragraph
10.08).

Successor Trustee

3.05. In the event of the death, resignation, removal, or incapacity to act of
Steven J. Braun, as Trustee, Jennifer M. Braun shall be the successor. In the
event of the death, resignation, removal, incapacity to act of Jennifer M.
Braun, as Trustee, or in the event she refuses to serve as Trustee, Gregory A.
Ostendorf shall be the successor. In the event of the death, resignation,
removal, incapacity to act of Gregory A. Ostendorf, as Trustee, or in the event
he refuses to serve as Trustee, Michael K. Braun shall be the successor.

Duties and Qualifications of Registrar

3.06. The Registrar is appointed as the agent of the Trustee to perform these
duties:

(a) To receive and hold as the Trustee's depositary share certificates of the
Company delivered to the Trustee under this Agreement; and

(b) The Trustee may appoint the Registrar, as his/her agent, to perform any
other of his/her functions. The Registrar may be an individual or a corporation.
The Registrar may be the Trustee, a shareholder of the Company, an officer or
director of the Company, or a Shareholder under this Agreement.

Successor Registrar

3.07. The Registrar may resign by giving ten (10) days' notice to the Trustee,
and the Registrar may at any time be removed by written instrument signed by the
Trustee and delivered to the Registrar. If a vacancy occurs in the position of
Registrar, the Trustee may appoint as successor another Registrar by an
instrument in writing signed by him/her and delivered to the successor. The
successor shall then be entitled to all the rights, authorities, and powers of a
Registrar under this Agreement. The Registrar so resigning or so removed shall
transfer and deliver to the successor the share certificates then held by him or
her, together with all books and records relating to this Trust. The successor
shall be required to execute a copy of this Agreement indicating his or her
consent to act in accordance with its terms.

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<PAGE>

ARTICLE IV
DEPOSIT AND TRANSFER OF SHARES
ISSUANCE AND TRANSFER OF VOTING TRUST CERTIFICATES

Deposit of Shares

4.01. On the execution of this Agreement, the Shareholders shall deposit with
the Registrar share certificates for all shares of the Company owned by them.
All these share certificates shall be endorsed in blank or to the Trustee, and
shall be accompanied by instruments of transfer that will enable the Registrar
to cause the share certificates to be transferred to the name of the Trustee.

Transfer of Shares to Trustee

4.02. All share certificates of the Company delivered to the Registrar shall be
surrendered by the Registrar to the Company and shall be canceled. The new
share certificates shall state that they are issued pursuant to this Agreement.
The entry of ownership of the shares by the Trustee in the stock transfer
records of the Company shall also state that the share certificates are issued
pursuant to this Agreement.

Transfer of Shares to Successor Trustee

4.03. Despite any changes in the Trustee, the certificates for shares standing
in the name of the Trustee may be endorsed and transferred by any successor
Trustee or Trustees with the same effect as if endorsed and transferred by the
Trustee who has ceased to act. The Trustees are authorized and empowered to
cause any further transfer of the shares to be made that may be necessary
because of any change of persons holding the office of Trustee.

No Sale of Shares

4.04. Despite the provisions of Paragraph 4.01, the Trustee shall have no
authority to sell or otherwise dispose of or encumber any of the stock deposited
pursuant to the provisions of this Agreement.

Share Certificates

4.05. On receipt by the Registrar of the share certificates and transfer of
them into the name of the Trustee, the Trustee shall hold the share certificates
subject to the terms of this Agreement.

ARTICLE V
VOTING AND ACTION BY TRUSTEE

Voting of Shares

5.01. While the Trustee holds shares deposited pursuant to the provisions of
this Agreement, he/she shall possess and in their unrestricted discretion shall
be entitled to exercise in person or by their nominees, agents, attorneys-in-
fact, or proxies, all rights and powers of absolute owners and to vote assent,
or consent with respect to the shares and to take part in and consent to any
corporate or shareholders' actions, and to receive dividends and distributions
on the shares. No other person shall have any voting rights in connection with
the shares so long as this Agreement is in effect and the shares are registered
in the name of the Trustee.

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<PAGE>

Voting in Interest of Company

5.02. In voting shares of stock or in doing any act regarding the control or
management of the Company or its affairs, as holder of stock deposited under
this Agreement, the Trustee shall exercise his best judgment in the interest of
the Company to the end that its affairs shall be properly managed, but he/she
assumes no responsibility regarding management or any action taken by him/her or
taken by the Company pursuant to his/her consent or pursuant to their vote.

Meeting With Shareholders

5.04. If any question arises on which the Trustee desires the opinion of the
Shareholders, the Trustee may call a meeting for this purpose. At the meeting,
the vote of not less than two thirds (2/3) of the Shareholders (pursuant to
Paragraph 10.08) may determine the manner in which they desire the Trustee to
act, and the Trustee shall be bound to act in the manner designated. The
Trustee shall not be called on or expected to take any action as a result of
this meeting unless and until he/she has been fully indemnified against all loss
damage, claim, or injury to which he/she might be subjected, either by reason of
his/her action or by reason of his/her position as Trustee under this Agreement.
The Trustee shall have no obligation to call a meeting or seek the opinion of
the Shareholders during the term of this Trust.

Trustee's Relationship with Company

5.05. Any Trustee, its employees or agents, and any firm or corporation of
which it may be a member, agent, or employee, and any corporation, trust, or
association of which it may be a trustee, stockholder, director, officer, agent,
or employee may contract with or be or become peculiarly interested, directly or
indirectly, in any matter or transaction to which the Company or any subsidiary
or controlled or affiliated corporation may be a party or in which it may be
concerned, as fully and freely as though the Trustee were not a Trustee under
this Agreement. The Trustee, his/her employees, and his/her agents may act as
directors or officers of the Company or of any subsidiary or controlled or
affiliated corporation.

Compensation of Trustee

5.06. The Trustee shall serve without compensation.

Expenses

5.07. The Trustee is expressly authorized to incur and pay those reasonable
charges and expenses that he/she may deem necessary and proper for administering
this Agreement. The Shareholders agree to reimburse and indemnify the Trustee
for all claims, expenses, and liabilities incurred by the Trustee in connection
with the good faith discharge of his/her duties under this Agreement. Any such
claims, expenses, or liabilities shall be charged to the Shareholders pro rata,
and may be deducted from dividends or other distributions to them, or may be
made a charge payable by the Shareholders and the Trustee shall be entitled to a
lien for the charge on the shares, funds, or other property in his/her
possession or in the possession of the Registrar.

Trustee's Liability

5.08. The Trustee shall be free from liability in acting on any paper,
document, or

Page 4 of 9
<PAGE>

signature believed by him/her to be genuine and to have been signed by the
proper party. The Trustee shall not be liable for any error of judgment or for
any act done or omitted, or for any mistake of fact or law, or for anything that
he/she may do or refrain from doing in good faith, nor generally shall the
Trustee have any accountability under this Agreement, except that Trustee shall
be liable for his or her own willful default or gross negligence. The Trustee
may seek the advice of legal counsel, and any action under this Agreement taken
or suffered in good faith by them in accordance with the opinion of counsel
shall be conclusive on the parties to this Agreement and the Trustee shall be
fully protected and shall not be subject to liability in connection with any
action so taken.

ARTICLE VI
DIVIDEND AND DISTRIBUTION RIGHTS OF CERTIFICATE HOLDERS

Cash Dividends

6.01. Each Shareholder shall be entitled to receive from time to time payments
equal to the amount of cash dividends, if any, collected or received by the
Trustee on the shares by the Trustee under this Agreement, less the deductions
provided for in Paragraph 6.05. These payments shall be made, as soon as
practicable after the receipt of the dividends. Instead of receiving cash
dividends and paying them to the Shareholders, the Trustees may instruct the
Company in writing to pay the dividends directly to the Shareholders. When
these instructions are given to the Company, all liability of the Trustee with
regard to the dividends shall cease until the instructions are revoked. The
Trustee may at any time revoke the instructions and by written notice to the
Company direct it to make dividend payments to the Trustee.

Share Dividends

6.02. If the Trustee receive as a dividend or other distribution on any shares
of stock held by him/her under this Agreement, any additional shares of the
Company, the Trustee shall hold such additional shares subject to this Agreement
for the benefit of the Shareholders in proportion to their respective interests,
and the shares shall become subject to all terms and conditions of this
Agreement to the same extent as if they were originally deposited under it.

Distributions on Liquidation

6.03. In the event of the dissolution or total or partial liquidation of the
Company, the Trustee shall receive the moneys, securities, rights, or property
to which Shareholders are entitled, and shall distribute it among the
Shareholders in proportion to their interests, as shown by the books of the
Trustee.

Other Distributions to Shareholders

6.04. If, at any time during the continuation of this Agreement, the Trustees
shall receive or collect any moneys through a distribution by the Company to its
shareholders, other than in payment of cash dividends, or shall receive any
property (other than shares of stock of the Company) through a distribution by
the Company to its shareholders, the Trustee shall distribute it to the
Shareholders as soon as practicable after receipt of such distribution. The
Trustee may withhold from the distribution the deductions provided for in
Paragraph 6.05.

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<PAGE>

Deductions from Distributions

6.05. There shall be deducted and withheld from every distribution of every
kind under this Agreement any taxes, assessments, or other charges that may be
required by law to be deducted or withheld, as well as expenses and charges
incurred pursuant to Paragraph 5.07, to the extent that the expenses and charges
remain unpaid or unreimbursed.

ARTICLE VII
BOOKS AND RECORDS

Record of Shares

7.01. It shall be the duty of the Registrar to maintain a record of all share
certificates of the corporation that are transferred to the Trustee, indicating
the name in which the stock was held, the date or issuance of the stock, the
class and series of the stock, the number of shares, and the number of the
certificates representing those shares. The Registrar shall also maintain a
record of the date on which he or she received any share certificates; the date
on which they were delivered to the corporation for transfer to the Trustee and
shall obtain a receipt for any certificates so delivered. The Registrar shall
receive and hold the new share certificates issued by the corporation in the
name of the Trustee and shall maintain a record indicating the date of issuance
of the certificates, the date of receipt of the certificates, and the place in
which the certificates are held by him or her.

Books of Accounts

7.03. The Registrar or his or her agent shall maintain a Book of Accounts that
shall be in the form prescribed from time to time by the Trustee. In addition
to other matters that the Trustee may insert in the record, the record shall
show all sums of money received by the Trustee, all disbursements made by the
Trustee and all unpaid obligations incurred by the Trustee. Information
concerning these accounts shall be posted at least monthly.

Other Records

7.04. The Registrar shall maintain such other books and records and shall
perform the duties required of him or her to be performed elsewhere in this
Agreement and as are requested from time to time by the Trustee.

Inspection of Records

7.05. The parties to this Agreement shall deposit a certified copy of this
Agreement with the Company at its principal office and the Agreement shall be
subject to the same right of examination by a shareholder of the Company, in
person or by agent or attorney, as are the books and records of the Company.

ARTICLE VIII
RESTRICTIONS

Restrictions on Transfer

8.01. Except as expressly provided in this Agreement, the Shareholders shall
not at any time prior to termination of this Trust assign, transfer, mortgage,
hypothecate or in any manner dispose of, or permit a levy or attachment on all
or any part of their shares or any interest in those shares subject to this
Agreement, without the prior written consent of the Trustee.

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<PAGE>

Permitted Transfers

8.02. The Shareholders may, solely by testamentary transfer, the laws of
descent, or transfer to a trust or trusts for estate planning purposes, transfer
all or a portion of their shares or any interest in those shares subject to this
Agreement to their respective spouses and/or children and/or natural heirs under
the laws of descent ("Permitted Transferee"). In the event of such a transfer
or transfers, the transferred shares or transferred interests and the Permitted
Transferees holding such shares or interests shall be subject to the terms of
this Agreement, the same as Shareholder. In the event a Permitted Transferee
desires to transfer his/her/its shares or interests during the term of this
Trust, said Permitted Transferee may do so only under terms of this Paragraph
8.02.

ARTICLE IX
TERM OF TRUST

Irrevocability of Trust

9.01. The Trust created by this Agreement is expressly declared to be
irrevocable, except as otherwise provided in this Agreement.

Termination

9.02. This Agreement shall terminate in any event three (3) years after its
effective date without any action by the Trustee or any other parties. This
Agreement may be terminated at an earlier date by instruments in writing
executed by the Trustee.

Return of Share Certificates after Termination

9.03. Within thirty (30) days after the termination of this Agreement, the
Trustees shall deliver or cause to be delivered to the Shareholders share
certificates representing the number of shares in respect to the beneficial
interests of the Shareholders under this Agreement on the execution of a receipt
for such certificates and on payment by the persons entitled to receive the
share certificates of a sum sufficient to cover any governmental charge on the
transfer or delivery of the share certificates.

Final Accounting

904. Within ninety (90) days after termination of this Trust, the Trustee shall
render a final accounting to the Shareholders and to the Company and shall
distribute any funds or other assets held by the Trustee to the parties entitled
to the funds or assets.

Extension of Term of Trust

9.05. At any time prior to the termination of Trust as provide for in Paragraph
9.02, the Trust may be extended for up to an additional two (2) years following
the termination date stated in Paragraph 9.02 if the Shareholders unanimously
assent in writing to such extension and deliver such written assents to the
Trustees.

ARTICLE X
MISCELLANEOUS

Place of Performance

10.01. This Agreement is made, executed, and entered into at Chicago, Illinois,
and it is mutually agreed that the performance of all parts of this Agreement
shall be made at

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<PAGE>

Chicago, Illinois.

Governing Law

10.02. This Agreement is intended by the parties to be governed and construed
in accordance with the laws of the State of Illinois.

Severability of Provisions

10.03. This Agreement shall not be severable or divisible in any way but it is
specifically agreed that, if any provision should be invalid, that the
invalidity shall not affect the validity of the remainder of the Agreement.

Construction by Trustee

10.04. The Trustee is authorized and empowered to construe this Agreement and
his/her reasonable construction made in good faith shall be conclusive and
binding on the Shareholders and on all parties to this Agreement.

Notice to Trustee

10.05. Any notice to be given to the Trustee under this Agreement shall be
sufficiently given if mailed to the Trustees at 8099 Hunt Club Road, Zionsville,
Indiana 46077, or at such other address as the Trustee may from time to time
designate by written notice given to the Shareholders.

Notice to Shareholders

10.06. Any notice to be given to a Shareholder shall be sufficiently given if
mailed, postage prepaid, to him or her at the address of the Shareholder
appearing in the records to be maintained by the Trustee, or at such other
address as a Shareholder may from time to time designate by written notice given
to the Trustee. Every notice so given shall be effective whether or not
received, and notice shall for all purposes be deemed to have been given on the
earlier of the date of receipt by the Shareholder or two (2) business days after
the date of mailing.

Meetings of Shareholders

10.08. A meeting of the Shareholders may be called by the Trustee at any time
on seven (7) days' notice. The notice shall contain a statement of the matters
to be discussed at the meeting. At any meeting a quorum, consisting of at least
fifty percent (50%) of the beneficial interests in this Trust must be present
before a vote shall be taken on any matter before the meeting. Each Shareholder
may vote at any meeting in person or by proxy. Each Shareholder shall have one
vote for each share deposited with the Trustee under this Agreement. Action may
be taken on any of the matters covered in this Agreement by the written consent
of all of the parties that could have taken any action at a meeting.

Execution

10.09. This Agreement shall be prepared in multiple originals and forwarded to
each of the parties for execution. The Agreement shall become effective at the
time provided in Paragraph 2.02. All of the signatures may be affixed to one
original or to separate originals and when all originals are received, signed by
all the parties, they shall

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<PAGE>

constitute one Agreement that is not otherwise separable or divisible.

Amendment of Agreement

10.10. If at any time the Trustee deems it advisable to amend this Agreement,
he/she shall submit the amendment to the Shareholders for their approval at a
special meeting of the Shareholders called for that purpose. Notice of the time
and place of the meeting shall be given in the manner provided in Paragraph
10.08, and shall contain a copy of the proposed amendment. If, at the meeting
or any adjournment of the meeting, the proposed amendment shall be approved by
the affirmative vote of a majority of the Shareholders, the proposed amendment
so approved shall become a part of this Agreement as if originally incorporated
in this Agreement.

Executed and effective the 1st day of February, 1998.

/s/ Wayne L. Schneider /s/ Josephine L. Schneider
________________________ ___________________________________
WAYNE L. SCHNEIDER JOSEPHINE L. SCHNEIDER

/s/ Amos W. Braun /s/ LaVerne M. Braun
________________________ ___________________________________
AMOS W. BRAUN LaVERNE M. BRAUN

/s/ Michael K. Braun /s/ Maureen B. Braun
________________________ ___________________________________
MICHAEL K. BRAUN MAUREEN B. BRAUN

/s/ Janet M. Ostendorf /s/ Gregory A. Ostendorf
________________________ ___________________________________
JANET M. OSTENDORF GREGORY A. OSTENDORF

/s/ Steven J. Braun /s/ Gregory A. Ostendorf
________________________ ____________________________________
STEVEN J. BRAUN, Trustee GREGORY A. OSTENDORF
Registrar

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<PAGE>

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), including and incorporating the
attached Exhibit A, is entered into between Braun Consulting, Inc., an Illinois
business corporation having offices at 30 West Monroe Street, Suite 300,
Chicago, Illinois 60603 ("Employer" or "Company"), and Paul J. Bascobert, an
individual currently residing at 29 Fairfield Street, Apt. No. 2, Boston,
Massachusetts 02116 ("Employee"), to be effective on May 5, 1999 (the
"Effective Date").

Whereas, Employer is desirous of employing Employee pursuant to the terms
and conditions and for the consideration set forth in this Agreement, and
Employee is desirous of entering the employ of Employer pursuant to such terms
and conditions and for such consideration;

Therefore, for and in consideration of the mutual promises, covenants, and
obligations contained herein, Employer and Employee agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

1.1 Employer agrees to employ Employee, and Employee agrees to be employed
by Employer, beginning on the Effective Date and continuing until the date set
forth on Exhibit A (the "Term"), subject to the terms and conditions of this
Agreement.

1.2 Employee initially shall be employed in the position set forth on
Exhibit A.

1.3 Employee shall, during the period of Employee's employment by
Employer, devote substantially his full business time, energy, and best efforts
to the business and affairs of Employer, subject to reasonable vacation and sick
leave and reasonable charitable and civic activities for Employee. Subject to
the foregoing, Employee may not knowingly engage, directly or indirectly, in any
other business, investment, or activity that materially interferes with
Employee's performance of Employee's duties hereunder, is materially contrary to
the interests of Employer, or requires any significant portion of Employee's
business time.

1.4 In connection with Employee's employment by Employer, Employer will
provide Employee access to confidential information pertaining to the business
and services of Employer as is appropriate for Employee's employment
responsibilities. Employer also shall provide to Employee the opportunity to
develop business relationships pertaining to the business and services of
Employer that are appropriate for Employee's employment responsibilities.

1.5 Employee acknowledges and agrees that, at all times during the
employment relationship, Employee owes fiduciary duties to Employer, including
but not limited to the fiduciary duties of the highest loyalty, fidelity and
allegiance to act at all times in the best interests of the Employer. A
violation of this provision may be enjoined by the courts. The rights afforded
under this provision are in addition to any and all rights and remedies
otherwise afforded by law.

1.6 It is agreed that any direct or indirect interest in, connection with,
or benefit from any outside activities, particularly commercial activities,
which interest might in any way adversely affect Employer or any of its
affiliates, involves a possible conflict of interest. In keeping with
Employee's fiduciary duties to Employer, Employee agrees that during the
employment relationship Employee shall not knowingly become involved in a
conflict of interest with Employer or its affiliates, or upon discovery thereof,
knowingly allow such a conflict to continue beyond such period of time as is
reasonably required under the circumstances. Moreover, Employee agrees that
<PAGE>

Employee shall disclose to Employer's Chairman of the Board any known facts that
might involve such a conflict of interest that has not been approved by
Employer's Chairman of the Board. A violation of this provision may be enjoined
by the courts. The rights afforded under this provision are in addition to any
and all rights and remedies otherwise afforded by law.

ARTICLE 2: COMPENSATION AND BENEFITS

2.1 Employee's monthly base salary during the Term shall be not less than
the amount set forth under the heading "Monthly Base Salary" on Exhibit A, which
shall be paid in installments in accordance with Employer's standard payroll
practice. Any calculation to be made under this Agreement with respect to
Employee's Monthly Base Salary shall be made using the then current Monthly Base
Salary in effect at the time of the event for which such calculation is made.
In addition, Employee shall be entitled to participate in the Bonus Plan and the
Long Term Incentive Compensation Plan listed on Exhibit A. It is possible that
the measures and/or formulae of the Bonus Plan may change over time.

2.2 While employed by Employer (both during the Term and thereafter),
Employee shall be allowed to participate, on the same basis generally as other
employees of Employer of similar authority and responsibility, in all general
employee benefit plans and programs, including improvements or modifications of
the same, which on the Effective Date or thereafter are made available by
Employer to all or substantially all of Employer's employees. In addition,
Employee shall be entitled to participate in the specific benefit plans listed
on Exhibit A. Employee shall not be entitled to participate in any benefit
plans and programs not expressly referenced herein (other than the plans and
programs generally made available to other employees of similar authority and
responsibility), or certain benefit plans or programs where Employee must be
excluded due to insider status, equity ownership, or control issues.
Notwithstanding anything to the contrary herein, upon termination of Employee's
employment with Employer for any reason, Employee (or his heirs, administrators
or legatees) shall be entitled to receive benefits accrued or payable with
respect to Employee's service prior to such termination of employment according
to the provisions of such benefit plans and programs.

2.3 Employer shall not by reason of this Article 2 be obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such employee benefit plan or program, so long as such actions are similarly
applicable to covered employees generally. Moreover, except as specifically
provided herein to the contrary, none of the benefits or arrangements described
in this Article 2 shall be secured or funded in any way, and each shall instead
constitute an unfunded and unsecured promise to pay money in the future
exclusively from the general assets of Employer.

2.4 Employer may withhold from any compensation, benefits, or amounts
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

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<PAGE>

ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:

3.1 Notwithstanding any other provisions of this Agreement, Employer shall
have the right to terminate Employee's employment under this Agreement at any
time prior to the expiration of the Term for any of the following reasons:

a. for "cause" upon the good faith determination by the Employer's
board of directors that "cause" exists for the termination of the employment
relationship. As used in this Section 3.1.a, the term "cause" shall mean only
(i) Employee's material gross negligence or willful misconduct in the
performance of the duties and services required of Employee pursuant to this
Agreement, which remains uncorrected for a period of thirty (30) days following
written notice to Employee by Employer, (ii) Employee's final conviction of a
felony, (iii) Employee's involvement in a conflict of interest as referenced in
Sections 1.5-1.6 which remains uncorrected for a period of thirty (30) days
following written notice to Employee by Employer, (iv) Employee's knowing
violation of the policies of Employer in such a manner as to expose Employer to
administrative, civil or criminal liability, which violation remains uncorrected
for a period of thirty (30) days following written notice to Employee by
Employer, (v) Employee's knowing and material violation of Employer's Standards
of Conduct (as currently published, Policies 410 through 490 from Braun
Consulting Policies, and as amended and published from time to time), which
breach remains uncorrected for a period of thirty (30) days following written
notice to Employee by Employer, and (vi) Employee's material breach of the any
material provisions of this Agreement, which violation remains uncorrected for a
period of thirty (30) days following written notice to Employee by Employer, It
is expressly acknowledged and agreed that the decision as to whether "cause"
exists for termination of the employment relationship by Employer shall be
determined by the sole good-faith discretion of the board of directors of
Employer;

b. for any other reason whatsoever, including termination without
cause, in the sole discretion of Employer, on sixty (60) days prior written
notice (Notice of Termination) to Employee;

c. upon Employee's death; or

d. upon Employee's Permanent Disability. For purposes of this
Agreement, the term "Permanent Disability" shall mean that the Employee for a
period of not less than ninety (90) consecutive days (a) is unable to perform
the important duties of his own occupation on a full-time or part-time basis
because of injury or sickness; (b) does not work at all; and (c) is under a
Doctor's Care. For purposes of this definition, "Doctor's Care" means the
regular and personal care of a doctor or physician (licensed to practice the
healing arts and practicing within the scope of his or her license) that, under
prevailing medical standards, is appropriate for the condition causing the
disability.

The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to section
3.1.a; the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made pursuant to Section
3.1.b; the effect of such termination is specified in Section 3.6. The effect
of the employment relationship being terminated pursuant to Section 3.1.c as a
result of Employee's death is specified

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<PAGE>

in Section 3.7. The effect of the employment relationship being terminated
pursuant to Section 3.1.d as a result of the Employee becoming permanently
disabled is specified in Section 3.8.

3.2 Employee shall have the right to terminate the employment relationship
under this Agreement at any time prior to the expiration of the Term of
employment for the following reasons:

a. Employee may terminate the employment relationship for "Good
Reason" if during the Term, (i) Employer violates this Agreement in any material
respect, which violation continues for a period of thirty (30) days following
written notice to Employer by Employee of such violation; (ii) Employer changes
the location of employment from that set forth on Exhibit A (without Employee's
express written consent) , and such change remains in effect for a period of
thirty (30) days following the delivery of written notice thereof by Employee to
Employer (it being understood that a refusal by Employee to change the location
of his employment during such thirty (30) day period shall not be constitute a
breach of the Agreement by Employee); (iii) the nature or scope of the duties
assigned to Employee are materially diminished (without Employee's express
written consent) without "cause" (as defined in Section 3.1.a), so as to no
longer be consistent with the duties and authorities of the Employee's position
described in Exhibit A, and such material violation or material diminution have
continued for a period of thirty (30) days following the delivery of written
notice thereof by Employee to Employer, or (iv) there is a material change in
the Reporting Relationship as identified on Exhibit A (without the written
consent of Employee, which consent will not be unreasonably withheld), and such
material change remains in effect for a period of thirty (30) days following the
delivery of written notice thereof by Employee to Employer. A wriitten notice
by the Employee under this Section 3.2.a shall deemed to be a "Notice of
Termination".

b. Employee may terminate the employment relationship for any other
reason, in the sole discretion of Employee, on sixty (60) days prior written
notice to Employer.

The termination of Employee's employment by Employee prior to the expiration of
the Term shall constitute a "Resignation for Good Reason" if made pursuant to
Section 3.2.a; the effect of such termination is specified in Section 3.3. The
termination of Employee's employment by Employee prior to the expiration of the
Term shall constitute a "Voluntary Termination" if made pursuant to Section
3.2.b; the effect of such termination is specified in Section 3.4.

3.3 Upon a "Resignation for Good Reason" by Employee prior to the
expiration of the Term, Employee shall be entitled, in consideration of
Employee's continuing obligations hereunder after such termination, to receive
(a) his salary through the end of the month in which the Date of Termination
occurs, (b) the pro rata portion of the Bonus through the Date of Termination,
and (c) the Payments upon Resignation for Good Reason set forth on Exhibit A.
Employee's rights under this Section 3.3 are Employee's sole and exclusive
rights against Employer or its affiliates, and Employer's sole and exclusive
liability to Employee under this Agreement, in contract, tort, or otherwise, for
any Resignation for Good Reason by Employee. Employee covenants not to sue or
lodge any claim, demand, or cause of action against Employer for any sums for
Resignation for Good Reason other than those sums referred to in this Section
3.3, including reasonable costs of collecting such sums (including reasonable
fees and disbursements of counsel). If Employee breaches this covenant,
Employer shall be entitled to recover from Employee all sums reasonably

4
<PAGE>

expended by Employer (including reasonable fees and disbursements of counsel) in
connection with such suit, claim, demand, or cause of action.

3.4 Upon a "Voluntary Termination" of the employment relationship by
Employee prior to expiration of the Term, all future compensation to which
Employee is entitled and all future benefits for which Employee is eligible,
with the exception of any and all statutory rights and benefits, shall cease and
terminate as of the Date of Termination. Employee shall be entitled to pro rata
salary, payment for all accrued but unused vacation (subject to any carryover
limitation), and the pro rata portion of any bonus earned through the date of
such termination, but Employee shall not be entitled to any bonuses or incentive
compensation not yet earned at the Date of Termination.

3.5 If Employee's employment hereunder shall be terminated by Employer as
Termination for Cause prior to expiration of the Term, all future compensation
to which Employee is entitled and all future benefits for which Employee is
eligible, with the exception of any and all statutory rights and benefits, shall
cease and terminate as of the Date of Termination. Employee shall be entitled
to receive pro rata salary, payment for all accrued but unused vacation (subject
to any carryover limitation), and the pro rata portion of the Bonus earned
through the Date of Termintion, but Employee shall not be entitled to any
bonuses or incentive compensation not yet earned at the Date of Termination.

3.6 Upon an Involuntary Termination of the employment relationship by
Employer prior to expiration of the Term, Employee shall be entitled, in
consideration of Employee's continuing obligations hereunder after such
termination, to receive (a) his salary through the end of the month in which the
Date of Termination occurs, (b) the pro rata portion of the Bonus through the
Date of Termination, and (c) the Payments upon Involuntary Termination set forth
on Exhibit A. Employee's rights under this Section 3.6 are Employee's sole and
exclusive rights against Employer or its affiliates, and Employer's sole and
exclusive liability to Employee under this Agreement, in contract, tort, or
otherwise, for any Involuntary Termination of the employment relationship.
Employee covenants not to sue or lodge any claim, demand or cause of action
against Employer for any sums for Involuntary Termination other than those sums
referred to in this Section 3.6, including reasonable costs of collecting such
sums (including reasonable fees and disbursements of counsel). If Employee
breaches this covenant, Employer shall be entitled to recover from Employee all
sums reasonably expended by Employer (including reasonable fees and
disbursements of counsel) in connection with such suit, claim, demand, or cause
of action.

3.7 Upon termination of the employment relationship as a result of
Employee's death, Employee's heirs, administrators, or legatees shall be
entitled to Employee's pro rata salary and the pro rata portion of the Bonus
through the Date of Termination, and Employee's heirs, administrators, or
legatees shall be entitled to receive an amount equal to one-sixth (1/6) of (and
to be paid on the terms identical to) the Payment upon Involuntary Termination
set forth in Exhibit A.

3.8 Upon termination of the employment relationship as a result of
Employee's Permanent Disability, Employee shall be entitled to receive his pro
rata salary through the Date of Termination, and Employee shall be entitled to a
pro rata portion of the Bonus through the Date of Termination. In addition (but
without duplication), Employee shall be entitled to receive an amount equal to
one-half (1/2) of (and to be paid on the terms identical to) the Payment upon
Involuntary Termination set forth in Exhibit A.

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<PAGE>

3.9 In all cases, the compensation and benefits payable to Employee under
this Agreement upon termination of the employment relationship shall be offset
against any amounts to which Employee may otherwise be entitled under any and
all severance plans, and policies of Employer or its affiliates.

3.10 Termination of the employment relationship does not terminate those
obligations imposed by this Agreement, which are continuing obligations,
including, without limitation, Employee's obligations under Articles 5 and 6.

ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF
TERMINATION:

4.1 Unless earlier terminated as otherwise provided herein, the Term
specified on Exhibit A shall automatically extend for an additional year unless
terminated upon written notice by either party not less than sixty (60) days
prior to the end of the Term, and shall continuously renew thereafter on an
annual basis unless terminated by either party within sixty (60) days prior to
the end of such year.

ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:

5.1 In the course of performing his duties, Employee may have access to
and/or receive legally protected confidential and proprietary information about
the Employer, the Employer's employees, and the Employer's clients. Employer and
Employee agree that such legally protected confidential and proprietary
information is deemed to be Confidential Information ("Confidential
Information"). Confidential Information includes, without limitation,
information about the Employer, the Employer's affiliates, and the Employer's
clients, such as earnings, acquisitions or other businesses, and changes in
management which, if known to the public, might affect the decision of a
reasonable investor to buy, sell, or hold securities issued by the Employer or
the Employer's client. Under appropriate circumstances, Confidential Information
also includes, without limitation, information disclosed by the Employer's
clients which is not in the public domain; and information relative to the
Employer's and affiliate's business plans, client lists, financial and billing
information, marketing strategies, personnel information, proprietary
methodologies, proprietary software, research, development and/or design
projects as well as data relating to them, systems for project management and
application development, proposal formats, and working papers. Employee
understands and acknowledges that the terms and conditions of this Agreement
constitute Confidential Information.

5.2 Employee will not knowingly, directly or indirectly, disclose any
Confidential Information of the Employer, its subsidiaries, employees,
affiliates, or clients to any person, firm, corporation, or other entity, during
and at all times after the expiration of the term of this Agreement, and
Employee will not knowingly, directly or indirectly, use any Confidential
Information of the Employer, its subsidiaries, employees, affiliates, or clients
for any purpose other than the legitimate fulfillment of his duties as an
employee of Employer, during and at all times after the expiration of the term
of this Agreement; provided, however, that nothing in this Agreement shall
prohibit Employee from communicating, disclosing or using information as
required or permitted under law.

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<PAGE>

5.3 Employee will use due care and take all reasonable precautions to
prevent disclosure, use or transfer of any Confidential Information in violation
of this Agreement, and will deliver to the Employer all Confidential Information
and any other client or Employer-owned material in his possession whenever the
Employer shall so request, or in the event of the termination of Employee's
employment. Upon termination of Employee's employment by Employer, for any
reason, Employee promptly shall deliver the same and all copies thereof, to
Employer.

5.4 In the event Employee must disclose Confidential Information to third
parties during the normal course of business, such disclosure shall be
permitted, provided that Employee, where appropriate, makes those persons aware
of the confidential nature of the information which is being divulged.

5.5 Employee will not remove from Employer's or any client's premises any
documents, files, records, computer programs, software, correspondence, notes or
other papers (including copies, electronic and otherwise) belonging to the
Employer, its clients, or its employees, except as his employment with the
Employer shall require. In such cases, Employee will promptly return such items
and any copies within his/her possession or control to the Employer upon request
or upon termination of the Employee's employment.

5.6 Notwithstanding the preceding provisions of Paragraph 5.1, the
obligations of Employee regarding Confidential Information shall not apply to:

a. information which, at the time of disclosure, use or transfer,
was published, known publicly, or otherwise in the public domain;

b. information which, after disclosure, use or transfer, is
published, becomes known publicly, or otherwise becomes part of the public
domain through no fault of the Employee;

c. information which, prior to the time of disclosure, use or
transfer, is known to Employee as evidenced by his competent evidence;

d. information which is subsequently independently developed by
Employee without recourse to Confidential Information and without Employee
having violated any of his obligations under the Agreement; and

e. information, which, after disclosure, use or transfer, is made
available to Employee in good faith by a third party under no obligation of
confidentiality.

5.7 If, during Employee's employment by Employer, Employee creates any
original work of authorship fixed in any tangible medium of expression which is
the subject mater of copyright (such as videotapes, written presentations,
computer programs, drawings, maps, architectural renditions, models, manuals,
brochures, or the like) and which relates principally to Employer's business,
products, or services, whether such work is created solely by Employee or
jointly with others (whether during business hours or otherwise and whether on
Employer's premises or otherwise), Employer shall be deemed the author of such
work if the work is prepared by Employee in the scope of his employment; or if
the work is prepared by Employee within the scope of his employment but is
specially ordered by Employer as a contribution to a collective work, as a part
of a motion picture or other audio-visual work, as a translation, as a
supplementary work, as a compilation, or as an instructional text, then the work
shall be considered to be work made for hire and Employer shall be the author of
the work. Both during the period of Employee's employment

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<PAGE>

by Employer and thereafter, Employee reasonably shall assist (without any cost
to Employee) Employer and its nominee, at any time, in the protection of
Employer's worldwide right, title, and interest in and to information, ideas,
concepts, improvements, discoveries, and inventions, and its copyrighted works,
including without limitation, the execution of all formal assignment documents
requested by Employer or its nominee and the execution of all lawful oaths and
applications for applications for patents and registration of copyright in the
United States and foreign countries.

5.8 Employee acknowledges that money damages would not be sufficient
remedy for any material breach of this Article 5 by Employee, and Employer
shall be entitled to enforce the provisions of this Article 5 by terminating the
employment relationship, terminating any payments then owing to Employee under
this Agreement, and/or to specific performance and injunctive relief as remedies
for such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 5, but shall be in addition to
all remedies available at law or in equity to Employer, including, without
limitation, the recovery of damages from Employee and his agents involved in
such breach.

ARTICLE 6: POST-EMPLOYMENT OBLIGATIONS:

6.1 As part of the consideration for the compensation and benefits to be
paid to Employee thereunder, in keeping with Employee's duties as a fiduciary,
and in order to protect Employer's interest in the trade secrets of Employer,
and as an additional incentive for Employer to enter into this Agreement,
Employer and Employee agree to the provisions of this Article. Employee agrees
that Employee will not, directly or indirectly, for Employee or others, induce
any employee of Employer or any of its affiliates to terminate his or her
employment with Employer or its affiliates, or hire or assist in the hiring of
any such employee by any person, association, or entity not affiliated with
Employer.

6.2 Employer and Employee agree that the Employee will not provide
services in any manner for current or prospective clients of Employer. A
current client is defined as an entity for which the Employer has provided
services or products to within the two (2) year period prior to the date of
termination of Employee's employment. A prospective client is defined as an
entity to which the Employer has extended written proposals for services within
twelve (12) months prior to Employee's termination of employment.

6.3 The obligations in Sections 6.1and 6.2 shall be applicable as follow:

a. if termination of the employment relationship between Employer
and Employee occurs prior to one (1) year after the Effective Date of this
Agreement, the obligations in Sections 6.1 and 6.2 shall be applicable during
the term of employment and for a period of three (3) years after the Date of
Termination;

b. if termination of the employment relationship between Employer
and Employee occurs more than one (1) year, but prior to two (2) years after the
Effective Date of this Agreement, the obligations in Sections 6.1 and 6.2 shall
be applicable during the term of employment and for a period of two (2) years
after the Date of Termination; and

c. if termination of the employment relationship between Employer
and Employee occurs more than two (2) years after the Effective Date of this
Agreement, the obligations

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<PAGE>

in Sections 6.1 and 6.2 shall be applicable during the term of employment and
for a period of one (1) year after the Date of Termination; and

6.4 Employee acknowledges that money damages would not be sufficient
remedy for any breach of this Article 6 by Employee, and Employer shall be
entitled to enforce the provisions of this Article 6 by terminating the
employment relationship, terminating any payments then owing to Employee under
this Agreement, and/or to specific performance and injunctive relief as remedies
for such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 6, but shall be in addition to
all remedies available at law or in equity to Employer, including, without
limitation, the recovery of damages from Employee and his agents involved in
such breach.

ARTICLE 7: MISCELLANEOUS:

7.1 For purposes of this Agreement the terms "affiliates" or "affiliated"
means an entity that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or its under common control with Employer.

7.2 For purposes of this Agreement, the term "Date of Termination" means
the date upon which Employee ceases to be employed by Employer. Any Notice of
Termination under Sections 3.1 and 3.2 shall specify the Date of Termination;
provided, however, that the Date of Termination may not occur prior to the
expiration of any notice period provided for herein.

7.3 For purposes of this Agreement, the term "Change of Control" means (i)
the Company merges or consolidates with any other entity and is not the
surviving entity (or survives only as the subsidiary of another entity), unless,
following such merger or consolidation, more than 60% of the then outstanding
shares of common stock of the corporation resulting from such merger or
consolidation is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial owners
of the Voting Stock immediately prior to such merger or consolidation in
substantially the same proportions as their ownership immediately prior to such
merger or consolidation of the Voting Stock, (ii) the Company sells all or
substantially all of its assets to any other person or entity, (iii) the Company
is dissolved, (iv) if any third person or entity (for this purpose the spouse or
any member of the extended family of Steven J. Braun shall not be considered a
third person) together with its affiliates or others knowingly and intentionally
acting in concert, shall become, directly or indirectly, the beneficial owner of
at least 51% of the Voting Stock of the Company, or (v) if, during such time as
the Company has a class of Voting Stock registered under the Securities Exchange
Act of 1934, the individuals who constituted the members of the Company's Board
of Directors ("Incumbent Board") upon the effective date of such registration
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director whose election or nomination for election by
Company shareholders was approved by a vote of at least eighty percent (80%) of
the directors comprising the Incumbent Board (either by the specific vote or
approval of the proxy statement of the Company in which such person is named as
a nominee for director, without objection to such a nomination) shall be, for
purposes of this clause (v), considered as though such person were a member of
the Incumbent Board. "Voting Stock" means all the outstanding shares of capital
stock of Company entitled to vote generally in elections for directors,
considered as one class; provided, however, that if Company has shares of Voting
Stock entitled to more or less than one vote for any such share, each reference
to

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<PAGE>

a proportion of shares of Voting Stock shall be deemed to refer to such
proportion of the votes entitled to be cast by such shares.

7.4 Employee shall refrain, both during the employment relationship and
after the employment relationship terminates, from publishing any oral or
written statements about Employer, any of its subsidiaries or affiliates, or any
of such entities' officers, employees, shareholders, agents or representatives
that are slanderous, libelous, or defamatory; or that disclose private or
confidential information about Employer, any of its subsidiaries or affiliates,
or any of such entities' business affairs, officers, employees, shareholders,
agents, or representatives; or that constitute an intrusion into the seclusion
or private lives of Employer, any of its subsidiaries or affiliates, or such
entities' officers, employees, shareholders, agents, or representatives; or that
place Employer or any of its subsidiaries or affiliates, or any of such
entities' or its officers, employees, shareholders, agents, or representatives
in a false light before the public; or that constitute a misappropriation of the
name or likeness of Employer, any of its subsidiaries or affiliates, or any of
such entities' or its officers, employees, shareholders, agents, or
representatives. The courts may enjoin a violation or threatened violation of
this prohibition. The rights afforded the Employer entities and affiliates
under this provision are in addition to any and all rights and remedies
otherwise afforded by law.

7.5 For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Employer, to: Braun Consulting, Inc.
Attn.: Mr. Steven J. Braun
30 West Monroe, Suite 300
Chicago, Illinois 60603
Fax (312) 984-7033

With a copy to: Locke, Liddell & Sapp, LLP
Attn.: Mr. Marcus A. Watts
3400 Chase Tower
600 Travis Street
Houston, Texas 77002
Fax (713) 223-3717

If to Employee, to the address shown on the first page hereof, with a copy to:

Foley, Hoag & Eliot, LLP
Attn.: Mr. David Feinberg
One Post Office Square
Boston, Massachusetts 02109
Fax (617) 832-7000

Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.

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7.6 This Agreement shall be governed in all respects by the laws of the
State of Illinois, excluding any conflict-of-law rule or principle that might
refer to the construction of the Agreement to the laws of another State or
country.

7.7 No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior to subsequent time.

7.8 If a dispute arises out of or related to this Agreement, other than a
dispute regarding Employee's obligations under Section 1.5, Section 1.6, Article
5, Article 6, or Section 7.4, and if the dispute cannot be settled through
direct discussions, then Employer and Employee agree to first endeavor to settle
the dispute in an amicable manner by mediation, before having recourse to any
other proceeding or forum.

7.9 Employer's principal place of business is in Chicago, Cook County,
Illinois. Any litigation that may be brought by either Employer or Employee
involving the enforcement of this Agreement or the rights, duties, or
obligations of this Agreement, shall be brought exclusively in the State or
federal courts sitting in Chicago, Cook County, Illinois.

7.10 It is a desire and intent of the parties that the terms, provisions,
covenants and remedies contained in this Agreement shall be enforceable to the
fullest extent permitted by law. If any such term, provision, covenants, or
remedy of this Agreement or the application thereof to any person, association,
or entity or circumstances shall, to any extent, be construed to be invalid or
unenforceable in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement or the application thereof to any person,
association, or entity or circumstances other than those to which they have been
held invalid or unenforceable, shall remain in full force and effect.

7.11 This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Employee's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Employee shall
not be voluntarily or involuntarily assigned, alienated, or transferred, whether
by operation of law or otherwise, without the prior written consent of Employer.
Employer shall not assign this Agreement without the prior written consent of
Employee.

7.12 This Agreement replaces and merges previous agreements and
discussions pertaining to the following subject matters covered herein: the
nature of Employee's employment relationship with Employer and the term and
termination of such relationship. This Agreement constitutes the entire
agreement of the parties with regard to such subject matters, and contains all
of the covenants, promises, representations, warranties, and agreements between
the parties with respect to such subject matters; provided that Employee shall
also comply with all policies and procedures of Employer as established from
time to time. Each party to this Agreement acknowledges that no representation,
inducement, promise, or agreement, oral or written, has been made by either
party with respect to such subject matters, which is not embodied herein, and
that no agreement, statement,

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or promise relating to the employment of Employee by Employer that is not
contained in this Agreement shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing and signed by each party
whose rights hereunder are affected thereby, provided that any such modification
must be authorized or approved by the board of directors of Employer.

Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first signed above.

BRAUN CONSULTING, INC.

/s/ Gregory A. Ostendorf /s/ Paul J. Bascobert
By: ________________________ ____________________________
GREGORY A. OSTENDORF PAUL J. BASCOBERT
Secretary
Date: May 4, 1999 Date: May 4, 1999

12
<PAGE>

EXHIBIT A TO
EMPLOYMENT AGREEMENT BETWEEN
BRAUN CONSULTING, INC. AND PAUL J. BASCOBERT

Employee Name: Paul J. Bascobert

Term: From Effective Date through April 30, 2002

Position: Senior Vice President

Location: Boston, Massachusetts and metropolitan area thereof

Reporting Relationship: President/Chief Executive Officer, Chief Operating
Officer, and Executive Vice President

Monthly Base Salary: $18,750.00 per month (less normal payroll deductions),
payable on the last day of the calendar month. Monthly
Base Salary shall increase by the greater of five
percent (5%) or the CPI increase during the previous
calendar year, annually, such increases being effective
beginning January 2000.

Bonus Plan: Senior Director Bonus Program - targeted to 20% of base
salary, and based on (i) Employer revenue (40%), (ii)
practice unit profit (50%), and (iii) discretionary -
MBO achievement (10%), to be calculated and paid
quarterly, one month trailing, with exception of
discretionary portion, which is distributed annually.

Long Term Incentive
Compensation Plan: A. Eligibility to participate in the 1998 Employee
Long Term Stock Investment Plan; and

B. An Incentive Stock Option Grant under the 1998
Employee Long Term Stock Investment Plan for 31,586
common shares, under the following terms, all as
particularly described (or to be described) in the
grant agreement and plan:

(i) exercisable (vesting) 25% on the date being
sixty (60) days after the Effective Date, an
additional 25% on the date being one (1) full
year after the Effective Date of the
Employment Agreement, an additional 25% on the
date being two (2) full years after the
Effective Date of the Employment Agreement,
and the remainder on the date being three (3)
full years after the Effective Date of the
Employment Agreement, unless earlier
terminated as provided herein;

(ii) having an exercise price equal to the fair
market value of Employer's common stock on the
date of the grant;

(iii) in the event of a termination of the
employment relationship under Section 3.1.b or
Section 3.2.a, seventy-five percent
<PAGE>

(75%) of the unvested portion of the option on
the date of the issuance of the Notice of
Termination shall immediately vest upon
issuance of the Notice of Termination, and any
remaining unexercised portion of the option
shall terminate on the Date of Termination;
and

(iv) in the event of a termination of the
employment relationship other than under
Section 3.1.b or Section 3.2.a of the
Employment Agreement, the unexercised portion
of the option immediately terminates on Date
of Termination.

(v) The foregoing is a summary of the anticipated
terms of the 1998 Employee Long Stock
Investment Plan and grant agreement with
Employee. Except with respect to terms
expressly provided herein, the terms and
conditions of said Plan and grant of option
agreement shall be controlling.

Payments upon
Involuntary Termination: In the event of an Involuntary Termination of
Employee's employment pursuant to Section 3.1.b of the
Agreement, Employee shall be entitled under Section
3.6 of the Agreement to the following guaranteed
payments:

An amount equal to the Employee's Monthly Base Salary
on the date of the issuance of the Notice of
Termination, per month, commencing on the last day of
the month following the month in which the Date of
Termination occurs, as follows:

(i) if the Date of Termination occurs prior to one
(1) year after the Effective Date of the
Agreement, the number of monthly payments
shall be twenty-four (24);

(ii) if the Date of Termination occurs more than
one (1) year, but less than two (2) years
after the Effective Date of the Agreement, the
number of monthly payments shall be equal to
the number of whole months remaining from the
Date of Termination to the end of the Term of
the Agreement;

(iii) if the Date of Termination occurs more than
two (2) years after the Effective Date of the
Agreement, the number of monthly payments
shall be twelve (12); and

2
<PAGE>

equal, consecutive monthly installments, each
being equal to one-sixth of such aggregate
amount, commencing on the last day of the
month following the month in which the Date of
Termination occurs. It is agreed that in the
event of a default in payment under this
Subparagraph (iv) for any reason whatsoever,
all then remaining payments shall become
immediately due and payable after five (5)
days written notice, if such default is not
cured within the five (5) day notice period.

Payments upon Resignation
for Good Reason: In the event of a Resignation for Good Reason pursuant
to Section 3.2.a, Employee shall be entitled under
Section 3.3 of the Agreement to the following
guaranteed payments:

(i) if the Date of Termination occurs prior to one
(1) year after the Effective Date of the
Agreement, the number of monthly payments
shall be twenty-four (24);

(iii) if the Date of Termination occurs more than
two (2) years after the Effective Date of the
Agreement, the number of monthly payments
shall be twelve (12); and

(iv) in the event of a Resignation for Good Reason
pursuant to Section 3.2.a of the Agreement
occurs after a Change of Control (as defined
in Section 7.2 of the Agreement), the
aggregate amount of the applicable monthly
payments to be paid shall instead be paid in
six (6) equal, consecutive monthly
installments, each being equal to one-sixth of
such aggregate amount, commencing on the last
day of the month following the month in which
the Date of Termination occurs. It is agreed
that in the event of a default in payment
under this Subparagraph (iv) for any reason
whatsoever, all then remaining payments shall
become immediately due and

3
<PAGE>

payable after five (5) days written notice, if
such default is not cured within the five (5)
day notice period.

Benefits: Employer's health plan (medical, dental, vision and
prescriptions).

Long term disability insurance program.

Psychiatric and substance abuse care plan.

Life and accidental death and dismemberment insurance
plan.

Eligibility to participate in the Employer sponsored
401(k) savings plan, per terms of plan.

Employee shall be entitled to four (4) weeks of
vacation, accrued on an annual basis at the rate of
1/12 of the entitlement per completed month of
service, in accordance with Employer's policy. Said
policy provides that the maximum accrual is 1.5 times
the employee's current annual entitlement.

Employer shall pay on behalf of Employee (or
reimburse to Employee) reasonable downtown
luncheon/athletic club dues during the Term, subject
to approval, which approval shall not be unreasonably
withheld.

Employer shall pay on behalf of Employee reasonable
costs associated with continuing professional
education during the Term, subject to approval, which
approval shall not be unreasonably withheld.

Employer shall pay on behalf of Employee the
reasonable monthly contract fee for downtown parking
near the Employer's location, subject to approval,
which approval shall not be unreasonably withheld.

Employer shall pay to or on behalf of Employee the
premiums of up to $1,000.00 for a term life insurance
policy, as such premiums become due and payable, from
the Effective Date until the earlier of Employee
attaining the age of 65 years or the termination of
Employee's employment with Employer. (In the event
Employee elects to use a whole life or other type of
insurance policy, Employer shall be obligated to pay
only the premium equal to the term life portion of
such insurance.)

Employer shall pay on behalf of Employee (or
reimburse to Employee) the value of airline upgrade
certificates for Employee's use as a frequent flyer
on airlines of Employee's choosing.

4
<PAGE>

Employer and Employee have duly executed this Exhibit A in multiple
originals to be effective on the date indicated in the Employment Agreement.

BRAUN CONSULTING, INC.

/s/ Gregory A. Ostendorf /s/ Paul J. Bascobert
By: ________________________ ____________________________
GREGORY A. OSTENDORF PAUL J. BASCOBERT
Secretary

Date: May 4, 1999 Date: May 4, 1999

<PAGE>
Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), including and incorporating the
attached Exhibit A, is entered into between Braun Consulting, Inc., an Illinois
business corporation having offices at 30 West Monroe Street, Suite 300,
Chicago, Illinois 60603 ("Employer" or "Company"), and Michael J. Evanisko, an
individual currently residing at Four Fairview Terrace, Winchester,
Massachusetts 01890 ("Employee"), to be effective on May 5, 1999 (the "Effective
Date").

Therefore, for and in consideration of the mutual promises, covenants, and
obligations contained herein, Employer and Employee agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

1.2 Employee initially shall be employed in the position set forth on
Exhibit A.

1.6 It is agreed that any direct or indirect interest in, connection with,
or benefit from any outside activities, particularly commercial activities,
which interest might in any way adversely affect Employer or any of its
affiliates, involves a possible conflict of interest. In keeping with Employee's
fiduciary duties to Employer, Employee agrees that during the employment
relationship Employee shall not knowingly become involved in a conflict of
interest with Employer or its affiliates, or upon discovery thereof, knowingly
allow such a conflict to continue beyond such period of time as is reasonably
required under the circumstances. Moreover, Employee agrees that
<PAGE>

ARTICLE 2: COMPENSATION AND BENEFITS

2.1 Employee's monthly base salary during the Term shall be not less than
the amount set forth under the heading "Monthly Base Salary" on Exhibit A, which
shall be paid in installments in accordance with Employer's standard payroll
practice. Any calculation to be made under this Agreement with respect to
Employee's Monthly Base Salary shall be made using the then current Monthly Base
Salary in effect at the time of the event for which such calculation is made. In
addition, Employee shall be entitled to participate in the Bonus Plan and the
Long Term Incentive Compensation Plan listed on Exhibit A. It is possible that
the measures and/or formulae of the Bonus Plan may change over time.

2.2 While employed by Employer (both during the Term and thereafter),
Employee shall be allowed to participate, on the same basis generally as other
employees of Employer of similar authority and responsibility, in all general
employee benefit plans and programs, including improvements or modifications of
the same, which on the Effective Date or thereafter are made available by
Employer to all or substantially all of Employer's employees. In addition,
Employee shall be entitled to participate in the specific benefit plans listed
on Exhibit A. Employee shall not be entitled to participate in any benefit plans
and programs not expressly referenced herein (other than the plans and programs
generally made available to other employees of similar authority and
responsibility), or certain benefit plans or programs where Employee must be
excluded due to insider status, equity ownership, or control issues.
Notwithstanding anything to the contrary herein, upon termination of Employee's
employment with Employer for any reason, Employee (or his heirs, administrators
or legatees) shall be entitled to receive benefits accrued or payable with
respect to Employee's service prior to such termination of employment according
to the provisions of such benefit plans and programs.

2
<PAGE>

ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:

a. for "cause" upon the good faith determination by the Employer's
board of directors that "cause" exists for the termination of the employment
relationship. As used in this Section 3.1.a, the term "cause" shall mean only
(i) Employee's material gross negligence or willful misconduct in the
performance of the duties and services required of Employee pursuant to this
Agreement, which remains uncorrected for a period of thirty (30) days following
written notice to Employee by Employer, (ii) Employee's final conviction of a
felony, (iii) Employee's involvement in a conflict of interest as referenced in
Sections 1.5-1.6 which remains uncorrected for a period of thirty (30) days
following written notice to Employee by Employer, (iv) Employee's knowing
violation of the policies of Employer in such a manner as to expose Employer to
administrative, civil or criminal liability, which violation remains uncorrected
for a period of thirty (30) days following written notice to Employee by
Employer, (v) Employee's knowing and material violation of Employer's Standards
of Conduct (as currently published, Policies 410 through 490 from Braun
Consulting Policies, and as amended and published from time to time), which
violation remains uncorrected for a period of thirty (30) days following written
notice to Employee by Employer, and (vi) Employee's material breach of the any
material provisions of this Agreement, which breach remains uncorrected for a
period of thirty (30) days following written notice to Employee by Employer, It
is expressly acknowledged and agreed that the decision as to whether "cause"
exists for termination of the employment relationship by Employer shall be
determined by the sole good-faith discretion of the board of directors of
Employer;

b. for any other reason whatsoever, including termination without
cause, in the sole discretion of Employer, on sixty (60) days prior written
notice (Notice of Termination) to Employee;

c. upon Employee's death; or

The termination of Employee's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to section
3.1.a; the effect of such termination is specified in Section 3.5. The
termination of Employee's employment by Employer prior to the expiration of the
Term shall constitute an "Involuntary Termination" if made pursuant to Section
3.1.b; the effect of such termination is specified in Section 3.6. The effect of
the employment relationship being terminated pursuant to Section 3.1.c as a
result of Employee's death is specified

3
<PAGE>

in Section 3.7. The effect of the employment relationship being terminated
pursuant to Section 3.1.d as a result of the Employee becoming permanently
disabled is specified in Section 3.8.

3.2 Employee shall have the right to terminate the employment relationship
under this Agreement at any time prior to the expiration of the Term of
employment for the following reasons:

a. Employee may terminate the employment relationship for "Good
Reason" if during the Term, (i) Employer violates this Agreement in any material
respect, which violation continues for a period of thirty (30) days following
written notice to Employer by Employee of such violation; (ii) Employer changes
the location of employment from that set forth on Exhibit A (without Employee's
express written consent), and such change remains in effect for a period of
thirty (30) days following the delivery of written notice thereof by Employee to
Employer (it being understood that a refusal by Employee to change the location
of his employment during such thirty (30) day period shall not be constitute a
breach of the Agreement by Employee); (iii) the nature or scope of the duties
assigned to Employee are materially diminished (without Employee's express
written consent) without "cause" (as defined in Section 3.1.a), so as to no
longer be consistent with the duties and authorities of the Employee's position
described in Exhibit A, and such material violation or material diminution have
continued for a period of thirty (30) days following the delivery of written
notice thereof by Employee to Employer, or (iv) there is a material change in
the Reporting Relationship as identified on Exhibit A (without the written
consent of Employee, which consent will not be unreasonably withheld), and such
material change remains in effect for a period of thirty (30) days following the
delivery of written notice thereof by Employee to Employer. A wriitten notice by
the Employee under this Section 3.2.a shall deemed to be a "Notice of
Termination."

b. Employee may terminate the employment relationship for any other
reason, in the sole discretion of Employee, on sixty (60) days prior written
notice to Employer.

3.3 Upon a "Resignation for Good Reason" by Employee prior to the
expiration of the Term, Employee shall be entitled, in consideration of
Employee's continuing obligations hereunder after such termination, to receive
(a) his salary through the end of the month in which the Date of Termination
occurs, (b) the pro rata portion of the Bonus through the Date of Termination,
and (c) the Payments upon Resignation for Good Reason set forth on Exhibit A.
Employee's rights under this Section 3.3 are Employee's sole and exclusive
rights against Employer or its affiliates, and Employer's sole and exclusive
liability to Employee under this Agreement, in contract, tort, or otherwise, for
any Resignation for Good Reason by Employee. Employee covenants not to sue or
lodge any claim, demand, or cause of action against Employer for any sums for
Resignation for Good Reason other than those sums referred to in this Section
3.3, including reasonable costs of collecting such sums (including reasonable
fees and disbursements of counsel). If Employee breaches this covenant, Employer
shall be entitled to recover from Employee all sums reasonably

4
<PAGE>

expended by Employer (including reasonable fees and disbursements of counsel) in
connection with such suit, claim, demand, or cause of action.

3.5 If Employee's employment hereunder shall be terminated by Employer as
Termination for Cause prior to expiration of the Term, all future compensation
to which Employee is entitled and all future benefits for which Employee is
eligible, with the exception of any and all statutory rights and benefits, shall
cease and terminate as of the Date of Termination. Employee shall be entitled to
receive pro rata salary, payment for all accrued but unused vacation (subject to
any carryover limitation), and the pro rata portion of the Bonus earned through
the Date of Termintion, but Employee shall not be entitled to any bonuses or
incentive compensation not yet earned at the Date of Termination.

5
<PAGE>

ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF
TERMINATION:

ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:

6
<PAGE>

5.6 Notwithstanding the preceding provisions of Paragraph 5.1, the
obligations of Employee regarding Confidential Information shall not apply to:

a. information which, at the time of disclosure, use or transfer,
was published, known publicly, or otherwise in the public domain;

b. information which, after disclosure, use or transfer, is
published, becomes known publicly, or otherwise becomes part of the public
domain through no fault of the Employee;

c. information which, prior to the time of disclosure, use or
transfer, is known to Employee as evidenced by his competent evidence;

e. information, which, after disclosure, use or transfer, is made
available to Employee in good faith by a third party under no obligation of
confidentiality.

7
<PAGE>

5.8 Employee acknowledges that money damages would not be sufficient
remedy for any material breach of this Article 5 by Employee, and Employer shall
be entitled to enforce the provisions of this Article 5 by terminating the
employment relationship, terminating any payments then owing to Employee under
this Agreement, and/or to specific performance and injunctive relief as remedies
for such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 5, but shall be in addition to
all remedies available at law or in equity to Employer, including, without
limitation, the recovery of damages from Employee and his agents involved in
such breach.

ARTICLE 6: POST-EMPLOYMENT OBLIGATIONS:

6.2 Employer and Employee agree that the Employee will not provide
services in any manner for current or prospective clients of Employer. A current
client is defined as an entity for which the Employer has provided services or
products to within the two (2) year period prior to the date of termination of
Employee's employment. A prospective client is defined as an entity to which the
Employer has extended written proposals for services within twelve (12) months
prior to Employee's termination of employment.

6.3 The obligations in Sections 6.1 and 6.2 shall be applicable as follow:

c. if termination of the employment relationship between Employer
and Employee occurs more than two (2) years after the Effective Date of this
Agreement, the obligations

8
<PAGE>

in Sections 6.1 and 6.2 shall be applicable during the term of employment and
for a period of one (1) year after the Date of Termination; and

ARTICLE 7: MISCELLANEOUS:

9
<PAGE>

a proportion of shares of Voting Stock shall be deemed to refer to such
proportion of the votes entitled to be cast by such shares.

7.4 Employee shall refrain, both during the employment relationship and
after the employment relationship terminates, from publishing any oral or
written statements about Employer, any of its subsidiaries or affiliates, or any
of such entities' officers, employees, shareholders, agents or representatives
that are slanderous, libelous, or defamatory; or that disclose private or
confidential information about Employer, any of its subsidiaries or affiliates,
or any of such entities' business affairs, officers, employees, shareholders,
agents, or representatives; or that constitute an intrusion into the seclusion
or private lives of Employer, any of its subsidiaries or affiliates, or such
entities' officers, employees, shareholders, agents, or representatives; or that
place Employer or any of its subsidiaries or affiliates, or any of such
entities' or its officers, employees, shareholders, agents, or representatives
in a false light before the public; or that constitute a misappropriation of the
name or likeness of Employer, any of its subsidiaries or affiliates, or any of
such entities' or its officers, employees, shareholders, agents, or
representatives. The courts may enjoin a violation or threatened violation of
this prohibition. The rights afforded the Employer entities and affiliates under
this provision are in addition to any and all rights and remedies otherwise
afforded by law.

If to Employer, to: Braun Consulting, Inc.
Attn.: Mr. Steven J. Braun
30 West Monroe, Suite 300
Chicago, Illinois 60603
Fax (312) 984-7033

With a copy to: Locke, Liddell & Sapp, LLP
Attn.: Mr. Marcus A. Watts
3400 Chase Tower
600 Travis Street
Houston, Texas 77002
Fax (713) 223-3717

If to Employee, to the address shown on the first page hereof, with a copy to:

Foley, Hoag & Eliot, LLP
Attn.: Mr. David Feinberg
One Post Office Square
Boston, Massachusetts 02109
Fax (617) 832-7000

Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.

10
<PAGE>

11
<PAGE>

it is in writing and signed by each party whose rights hereunder are affected
thereby, provided that any such modification must be authorized or approved by
the board of directors of Employer.

Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first signed above.

BRAUN CONSULTING, INC.

By: /s/ GREGORY A. OSTENDORF /s/ MICHAEL J. EVANISKO
________________________ ____________________________
GREGORY A. OSTENDORF MICHAEL J. EVANISKO
Secretary
Date: May 4, 1999 Date: May 4, 1999

12
<PAGE>

EXHIBIT A TO
EMPLOYMENT AGREEMENT BETWEEN
BRAUN CONSULTING, INC. AND MICHAEL J. EVANISKO

Employee Name: Michael J. Evanisko

Term: From Effective Date through April 30, 2002

Position: Executive Vice President

Employee shall be nominated for a seat on
Employer's board of directors.

Location: Boston, Massachusetts and metropolitan area thereof

Reporting Relationship: President/Chief Executive Officer

Monthly Base Salary: $25,000.00 per month (less normal payroll
deductions), payable on the last day of the
calendar month. Monthly Base Salary shall increase
by the greater of five percent (5%) or the CPI
increase during the previous calendar year,
annually, such increases being effective beginning
January 2000.

Bonus Plan: Senior Director Bonus Program - targeted to 20% of
base salary, and based on (i) Employer revenue
(40%), (ii) practice unit profit (50%), and (iii)
discretionary - MBO achievement (10%), to be
calculated and paid quarterly, one month trailing,
with exception of discretionary portion, which is
distributed annually.

Discretionary Bonus Program - at the discretion of
the President, based on performance.

Long Term Incentive
Compensation Plan: A. Eligibility to participate in the 1998 Employee
Long Term Stock Investment Plan; and

B. An Incentive Stock Option Grant under the 1998
Employee Long Term Stock Investment Plan for 66,333
common shares, under the following terms, all as
particularly described (or to be described) in the
grant agreement and plan:

(i) exercisable (vesting) 25% on the date being
sixty (60) days after the Effective Date, an
additional 25% on the date being one (1)
full year after the Effective Date of the
Employment Agreement, an additional 25% on
the date being two (2) full years after the
Effective Date of the Employment Agreement,
and the remainder on the date being three
(3) full years after the Effective Date of
the Employment Agreement, unless earlier
terminated as provided herein;
<PAGE>

(ii) having an exercise price equal to the fair
market value of Employer's common stock on
the date of the grant;

(iii) in the event of a termination of the
employment relationship under Section 3.1.b
or Section 3.2.a, seventy-five percent
(75%) of the unvested portion of the option
on the date of the issuance of the Notice
of Termination shall immediately vest upon
issuance of the Notice of Termination, and
any remaining unexercised portion of the
option shall terminate on the Date of
Termination; and

(iv) in the event of a termination of the
employment relationship other than under
Section 3.1.b or Section 3.2.a of the
Employment Agreement, the unexercised
portion of the option immediately
terminates on Date of Termination.

(v) The foregoing is a summary of the
anticipated terms of the 1998 Employee Long
Stock Investment Plan and grant agreement
with Employee. Except with respect to terms
expressly provided herein, the terms and
conditions of said Plan and grant of option
agreement shall be controlling.

Payments upon
Involuntary Termination: In the event of an Involuntary Termination of
Employee's employment pursuant to Section 3.1.b of
the Agreement, Employee shall be entitled under
Section 3.6 of the Agreement to the following
guaranteed payments:

An amount equal to the Employee's Monthly Base
Salary on the date of the issuance of the Notice of
Termination, per month, commencing on the last day
of the month following the month in which the Date
of Termination occurs, as follows:

(i) if the Date of Termination occurs prior to
one (1) year after the Effective Date of
the Agreement, the number of monthly
payments shall be twenty-four (24);

(ii) if the Date of Termination occurs more than
one (1) year, but less than two (2) years
after the Effective Date of the Agreement,
the number of monthly payments shall be
equal to the number of whole months
remaining from the Date of Termination to
the end of the Term of the Agreement;

(iii) if the Date of Termination occurs more than
two (2) years after the Effective Date of
the Agreement, the number of monthly
payments shall be twelve (12); and

2
<PAGE>

(iv) in the event of an Involuntary Termination
of Employee's employment pursuant to
Section 3.1.b of the Agreement occurs after
a Change of Control (as defined in Section
7.2 of the Agreement), the aggregate amount
of the applicable monthly payments to be
paid shall instead be paid in six (6)
equal, consecutive monthly installments,
each being equal to one-sixth of such
aggregate amount, commencing on the last
day of the month following the month in
which the Date of Termination occurs. It is
agreed that in the event of a default in
payment under this Subparagraph (iv) for
any reason whatsoever, all then remaining
payments shall become immediately due and
payable after five (5) days written notice,
if such default is not cured within the
five (5) day notice period.

Payments upon Resignation
for Good Reason: In the event of a Resignation for Good Reason
pursuant to Section 3.2.a, Employee shall be
entitled under Section 3.3 of the Agreement to the
following guaranteed payments:

An amount equal to the Employee's Monthly Base
Salary on the date of the issuance of the Notice of
Termination, per month, commencing on the last day
of the month following the month in which the Date
of Termination occurs, as follows:

(i) if the Date of Termination occurs prior to
one (1) year after the Effective Date of
the Agreement, the number of monthly
payments shall be twenty-four (24);

(ii) if the Date of Termination occurs more than
one (1) year, but less than two (2) years
after the Effective Date of the Agreement,
the number of monthly payments shall be
equal to the number of whole months
remaining from the Date of Termination to
the end of the Term of the Agreement;

(iii) if the Date of Termination occurs more than
two (2) years after the Effective Date of
the Agreement, the number of monthly
payments shall be twelve (12); and

3
<PAGE>

aggregate amount, commencing on the last
day of the month following the month in
which the Date of Termination occurs. It is
agreed that in the event of a default in
payment under this Subparagraph (iv) for
any reason whatsoever, all then remaining
payments shall become immediately due and
payable after five (5) days written notice,
if such default is not cured within the
five (5) day notice period.

Benefits: Employer's health plan (medical, dental, vision and
prescriptions).

Long term disability insurance program.

Psychiatric and substance abuse care plan.

Life and accidental death and dismemberment
insurance plan.

Eligibility to participate in the
Employer sponsored 401(k) savings plan, per terms
of plan.

Employer shall pay on behalf of Employee (or
reimburse to Employee) reasonable downtown
luncheon/athletic club dues during the Term,
subject to approval, which approval shall not be
unreasonably withheld.

Employer shall pay on behalf of Employee reasonable
costs associated with continuing professional
education during the Term, subject to approval,
which approval shall not be unreasonably withheld.

Employer shall pay on behalf of Employee the
reasonable monthly contract fee for downtown
parking near the Employer's location, subject to
approval, which approval shall not be unreasonably
withheld.

Employer shall pay to or on behalf of Employee the
premiums of up to $1,000.00 for a term life
insurance policy, as such premiums become due and
payable, from the Effective Date until the earlier
of Employee attaining the age of 65 years or the
termination of Employee's employment with Employer.
(In the event Employee elects to use a whole life
or other type of insurance policy, Employer shall
be obligated to pay only the premium equal to the
term life portion of such insurance.)

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<PAGE>

Employer shall pay on behalf of Employee (or
reimburse to Employee) the value of airline upgrade
certificates for Employee's use as a frequent flyer
on airlines of Employee's choosing.

Employer and Employee have duly executed this Exhibit A in multiple
originals to be effective on the date indicated in the Employment Agreement.

BRAUN CONSULTING, INC.

By: /s/ Gregory A. Ostendorf /s/ Michael J. Evanisko
------------------------ ------------------------
GREGORY A. OSTENDORF MICHAEL J. EVANISKO
Secretary

Date: May 4, 1999 Date: May 4, 1999

<PAGE>

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), including and incorporating the
attached Exhibit A, is entered into between Braun Consulting, Inc., an Illinois
business corporation having offices at 30 West Monroe Street, Suite 300,
Chicago, Illinois 60603 ("Employer" or "Company"), and James M. Kalustian, an
individual currently residing at 215 Wachusett Avenue, Arlington, Massachusetts
02476 ("Employee"), to be effective on May 5, 1999 (the "Effective Date").

Therefore, for and in consideration of the mutual promises, covenants, and
obligations contained herein, Employer and Employee agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

1.2 Employee initially shall be employed in the position set forth on
Exhibit A.

ARTICLE 2: COMPENSATION AND BENEFITS

2
<PAGE>

ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:

a. for "cause" upon the good faith determination by the Employer's
board of directors that "cause" exists for the termination of the employment
relationship. As used in this Section 3.1.a, the term "cause" shall mean only
(i) Employee's material gross negligence or willful misconduct in the
performance of the duties and services required of Employee pursuant to this
Agreement, which remains uncorrected for a period of thirty (30) days following
written notice to Employee by Employer, (ii) Employee's final conviction of a
felony, (iii) Employee's involvement in a conflict of interest as referenced in
Sections 1.5-1.6 which remains uncorrected for a period of thirty (30) days
following written notice to Employee by Employer, (iv) Employee's knowing
violation of the policies of Employer in such a manner as to expose Employer to
administrative, civil or criminal liability, which violation remains uncorrected
for a period of thirty (30) days following written notice to Employee by
Employer, (v) Employee's knowing and material violation of Employer's Standards
of Conduct (as currently published, Policies 410 through 490 from Braun
Consulting Policies, and as amended and published from time to time), which
violation remains uncorrected for a period of thirty (30) days following written
notice to Employee by Employer, and (vi) Employee's material breach of the any
material provisions of this Agreement, which breach remains uncorrected for a
period of thirty (30) days following written notice to Employee by Employer, It
is expressly acknowledged and agreed that the decision as to whether "cause"
exists for termination of the employment relationship by Employer shall be
determined by the sole good-faith discretion of the board of directors of
Employer;

b. for any other reason whatsoever, including termination without
cause, in the sole discretion of Employer, on sixty (60) days prior written
notice (Notice of Termination) to Employee;

c. upon Employee's death; or

3
<PAGE>

in Section 3.7. The effect of the employment relationship being terminated
pursuant to Section 3.1.d as a result of the Employee becoming permanently
disabled is specified in Section 3.8.

3.2 Employee shall have the right to terminate the employment relationship
under this Agreement at any time prior to the expiration of the Term of
employment for the following reasons:

b. Employee may terminate the employment relationship for any other
reason, in the sole discretion of Employee, on sixty (60) days prior written
notice to Employer.

4
<PAGE>

expended by Employer (including reasonable fees and disbursements of counsel) in
connection with such suit, claim, demand, or cause of action.

5
<PAGE>

ARTICLE 4: CONTINUATION OF EMPLOYMENT BEYOND TERM; TERMINATION AND EFFECTS OF
TERMINATION:

ARTICLE 5: OWNERSHIP AND PROTECTION OF INFORMATION; COPYRIGHTS:

6
<PAGE>

5.6 Notwithstanding the preceding provisions of Paragraph 5.1, the
obligations of Employee regarding Confidential Information shall not apply to:

a. information which, at the time of disclosure, use or transfer,
was published, known publicly, or otherwise in the public domain;

b. information which, after disclosure, use or transfer, is
published, becomes known publicly, or otherwise becomes part of the public
domain through no fault of the Employee;

c. information which, prior to the time of disclosure, use or
transfer, is known to Employee as evidenced by his competent evidence;

e. information, which, after disclosure, use or transfer, is made
available to Employee in good faith by a third party under no obligation of
confidentiality.

7
<PAGE>

5.8 Employee acknowledges that money damages would not be sufficient
remedy for any material breach of this Article 5 by Employee, and Employer shall
be entitled to enforce the provisions of this Article 5 by terminating the
employment relationship, terminating any payments then owing to Employee under
this Agreement, and/or to specific performance and injunctive relief as remedies
for such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach of this Article 5, but shall be in addition to
all remedies available at law or in equity to Employer, including, without
limitation, the recovery of damages from Employee and his agents involved in
such breach.

ARTICLE 6: POST-EMPLOYMENT OBLIGATIONS:

6.3 The obligations in Sections 6.1and 6.2 shall be applicable as follow:

c. if termination of the employment relationship between Employer
and Employee occurs more than two (2) years after the Effective Date of this
Agreement, the obligations

8
<PAGE>

in Sections 6.1 and 6.2 shall be applicable during the term of employment and
for a period of one (1) year after the Date of Termination; and

ARTICLE 7: MISCELLANEOUS:

9
<PAGE>

a proportion of shares of Voting Stock shall be deemed to refer to such
proportion of the votes entitled to be cast by such shares.

If to Employer, to: Braun Consulting, Inc.
Attn.: Mr. Steven J. Braun
30 West Monroe, Suite 300
Chicago, Illinois 60603
Fax (312) 984-7033

With a copy to: Locke, Liddell & Sapp, LLP
Attn.: Mr. Marcus A. Watts
3400 Chase Tower
600 Travis Street
Houston, Texas 77002
Fax (713) 223-3717

If to Employee, to the address shown on the first page hereof, with a copy to:

Foley, Hoag & Eliot, LLP
Attn.: Mr. David Feinberg
One Post Office Square
Boston, Massachusetts 02109
Fax (617) 832-7000

Either Employer or Employee may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.

10
<PAGE>

11
<PAGE>

Employer and Employee have duly executed this Agreement in multiple
originals to be effective on the date first signed above.

BRAUN CONSULTING, INC.

/s/ Gregory A. Ostendorf /s/ James M. Kalustian
By: ________________________ ____________________________
GREGORY A. OSTENDORF JAMES M. KALUSTIAN
Secretary
Date: May 4, 1999 Date: May 4, 1999

12
<PAGE>

EXHIBIT A TO
EMPLOYMENT AGREEMENT BETWEEN
BRAUN CONSULTING, INC. AND JAMES M. KALUSTIAN

Employee Name: James M. Kalustian

Term: From Effective Date through April 30, 2002

Position: Executive Vice President

Employee shall be nominated for a seat on Employer's
board of directors.

Location: Boston, Massachusetts and metropolitan area thereof

Reporting Relationship: President/Chief Executive Officer

Monthly Base Salary: $20,833.33 per month (less normal payroll deductions),
payable on the last day of the calendar month. Monthly
Base Salary shall increase by the greater of five
percent (5%) or the CPI increase during the previous
calendar year, annually, such increases being effective
beginning January 2000.

Discretionary Bonus Program - at the discretion of the
President, based on performance.

Long Term Incentive
Compensation Plan: A. Eligibility to participate in the 1998 Employee
Long Term Stock Investment Plan; and

B. An Incentive Stock Option Grant under the 1998
Employee Long Term Stock Investment Plan for 47,587
common shares, under the following terms, all as
particularly described (or to be described) in the
grant agreement and plan:

(ii) having an exercise price equal to the fair
market value of Employer's common stock on the
date of the grant;

(iii) in the event of a termination of the
employment relationship under Section 3.1.b or
Section 3.2.a, seventy-five percent (75%) of
the unvested portion of the option on the date
of the issuance of the Notice of Termination
shall immediately vest upon issuance of the
Notice of Termination, and any remaining
unexercised portion of the option shall
terminate on the Date of Termination; and

(i) if the Date of Termination occurs prior to one
(1) year after the Effective Date of the
Agreement, the number of monthly payments
shall be twenty-four (24);

(iii) if the Date of Termination occurs more than
two (2) years after the Effective Date of the
Agreement, the number of monthly payments
shall be twelve (12); and

2
<PAGE>

(iv) in the event of an Involuntary Termination of
Employee's employment pursuant to Section
3.1.b of the Agreement occurs after a Change
of Control (as defined in Section 7.2 of the
Agreement), the aggregate amount of the
applicable monthly payments to be paid shall
instead be paid in six (6) equal, consecutive
monthly installments, each being equal to one-
sixth of such aggregate amount, commencing on
the last day of the month following the month
in which the Date of Termination occurs. It is
agreed that in the event of a default in
payment under this Subparagraph (iv) for any
reason whatsoever, all then remaining payments
shall become immediately due and payable after
five (5) days written notice, if such default
is not cured within the five (5) day notice
period.

(i) if the Date of Termination occurs prior to one
(1) year after the Effective Date of the
Agreement, the number of monthly payments
shall be twenty-four (24);

(iii) if the Date of Termination occurs more than
two (2) years after the Effective Date of the
Agreement, the number of monthly payments
shall be twelve (12); and

3
<PAGE>

aggregate amount, commencing on the last day
of the month following the month in which the
Date of Termination occurs. It is agreed that
in the event of a default in payment under
this Subparagraph (iv) for any reason
whatsoever, all then remaining payments shall
become immediately due and payable after five
(5) days written notice, if such default is
not cured within the five (5) day notice
period.

Benefits: Employer's health plan (medical, dental, vision and
prescriptions).

Long term disability insurance program.

Psychiatric and substance abuse care plan.

Life and accidental death and dismemberment insurance
plan.

Eligibility to participate in the Employer sponsored
401(k) savings plan, per terms of plan.

Employer shall pay on behalf of Employee (or reimburse
to Employee) reasonable downtown luncheon/athletic
club dues during the Term, subject to approval, which
approval shall not be unreasonably withheld.

Employer shall pay on behalf of Employee reasonable
costs associated with continuing professional
education during the Term, subject to approval, which
approval shall not be unreasonably withheld.

Employer shall pay on behalf of Employee the
reasonable monthly contract fee for downtown parking
near the Employer's location, subject to approval,
which approval shall not be unreasonably withheld.

4
<PAGE>

Employer shall pay on behalf of Employee (or reimburse
to Employee) the value of airline upgrade certificates
for Employee's use as a frequent flyer on airlines of
Employee's choosing.

Employer and Employee have duly executed this Exhibit A in multiple
originals to be effective on the date indicated in the Employment Agreement.

BRAUN CONSULTING, INC.

/s/ Gregory A. Ostendorf /s/ James M. Kalustian
By: ________________________ ____________________________
GREGORY A. OSTENDORF JAMES M. KALUSTIAN
Secretary

Date: May 4, 1999 Date: May 4, 1999

<PAGE>

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement ("Agreement"), including the attached
Exhibits A and B, is entered into between Braun Technology Group, Inc., an
Illinois business corporation having offices at 30 West Monroe Street, Suite
300, Chicago, Illinois 60603 ("Employer" or "Company"), and Thomas J. Duvall, an
individual currently residing at 1439 West Lill Avenue, Chicago, Illinois 60614-
2018 ("Executive"), to be effective as of November 1, 1998 (the "Effective
Date").

WHEREAS, Employer is desirous of employing Executive pursuant to the terms
and conditions and for the consideration set forth in this Agreement, and
Executive is desirous of entering the employ of Employer pursuant to such terms
and conditions and for such consideration;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants,
and obligations contained herein, Employer and Executive agree as follows:

ARTICLE 1: EMPLOYMENT AND DUTIES:

1.1 Employer agrees to employ Executive, and Executive agrees to be
employed by Employer, beginning as of the Effective Date and continuing until
the date set forth on Exhibit A (the "Term"), subject to the terms and
conditions of this Agreement.

1.2 Executive shall be employed in the positions set forth on Exhibit A.

1.3 Executive shall, during the period of Executive's employment by
Employer, devote substantially his full business time, energy, and best efforts
to the business and affairs of Employer, subject to reasonable vacation and sick
leave and reasonable charitable and civic activities for Executive. Subject to
the foregoing, Executive may not knowingly engage, directly or indirectly, in
any other business, investment, or activity that materially interferes with
Employee's performance of Employee's duties hereunder, is materially contrary to
the interests of Employer, or requires any material portion of Employee's
business time.

1.4 In connection with Executive's employment by Employer, Employer will
provide Executive access to confidential information pertaining to the business
and services of Employer as is appropriate for Executive's employment
responsibilities. Employer also shall provide to Executive the opportunity to
develop business relationships pertaining to the business and services of
Employer that are appropriate for Executive's employment responsibilities.

1.5 Executive acknowledges and agrees that, at all times during the
employment relationship, Executive owes fiduciary duties to Employer, including
but not limited to the fiduciary duties of the highest loyalty, fidelity and
allegiance to act at all times in the best interests of the Employer. A
violation or threatened violation of this provision may be enjoined by the
courts. Subject to Section 5.7, the rights afforded under this provision are in
addition to any and all rights and remedies otherwise afforded by law.

1.6 It is agreed that any direct or indirect interest in, connection
with, or benefit from any outside activities, particularly commercial
activities, which interest might in any way adversely affect Employer or any of
its affiliates, involves a possible conflict of interest. In keeping with
Executive's fiduciary duties to Employer, Executive agrees that during the
employment relationship Executive shall not knowingly become involved in a
material conflict of interest with Employer or its affiliates, or upon discovery
thereof, knowingly allow such a conflict to

EXECUTIVE EMPLOYMENT AGREEMENT
Page 1 of 8
<PAGE>

continue beyond such period of time as is reasonably required under the
circumstances. Moreover, Executive agrees that Executive shall disclose to
Employer's Chairman of the Board any material facts, which involve such a
material conflict of interest that has not been approved by Employer's Chairman
of the Board. A violation or threatened violation of this prohibition may be
enjoined by the courts. Subject to Section 5.7, the rights afforded under this
provision are in addition to any and all rights and remedies otherwise afforded
by law.

1.7 Executive and Employer each understand and acknowledge that the
terms and conditions of this Agreement constitute confidential information, and
each shall keep confidential the terms of this Agreement and shall not disclose
this confidential information to anyone other than their respective attorneys
and tax advisors, or as required or compelled by law or legal proceeding.

ARTICLE 2: COMPENSATION AND BENEFITS

2.1 Executive's monthly base salary at all times during the Term shall
be not less than the amount set forth under the heading "Monthly Base Salary" on
Exhibit A, subject to increase at the sole discretion of the Employer, which
shall be paid in installments in accordance with Employer's standard payroll
practice. Any calculation to be made under this Agreement with respect to
Executive's Monthly Base Salary shall be made using the then current Monthly
Base Salary in effect at the time of the event for which such calculation is
made. In addition, Executive shall be entitled to receive the Quarterly Bonus
described on Exhibit A, and shall be entitled to participate during the Term in
the Long Term Incentive Compensation Plans listed on Exhibit A.

2.2 While employed by Employer (both during the Term and thereafter),
Executive shall be allowed to participate, on the same basis generally as other
senior executive employees of Employer, in all employee benefit plans and
programs, including improvements or modifications of the same, which on the
Effective Date or thereafter are made available by Employer to all or most of
Employer's senior executive employees. In addition, Executive shall be entitled
to participate in the specific benefit plans listed on Exhibit A. Executive
shall not be entitled to participate in any benefit plans and programs not
referenced herein. Notwithstanding anything to the contrary herein, upon
termination of Executive's employment with Employer for any reason, Executive
(or his heirs, administrators or legatees) shall be entitled to receive benefits
accrued or payable with respect to Executive's service prior to such termination
of employment according to the provisions of such benefit plans and programs.

EXECUTIVE EMPLOYMENT AGREEMENT
Page 2 of 8
<PAGE>

ARTICLE 3: TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH
TERMINATION:

3.1 Notwithstanding any other provisions of this Agreement, Employer
shall have the right to terminate Executive's employment under this Agreement at
any time prior to the expiration of the Term for any of the following reasons:

a. For "cause" upon the good faith determination by the Employer's
Board of Directors that "cause" exists for the termination of the employment
relationship. As used in this Section 3.1.a, the term "cause" shall mean only
(i) Executive's material gross negligence or material willful misconduct in the
performance of the duties and services required of Executive pursuant to this
Agreement, (ii) Executive's final conviction of a felony, (iii) Executive's
knowing involvement in a material conflict of interest as referenced in Section
1.6 which remains knowingly uncorrected beyond such period of time as may be
reasonably required by the circumstances following written notice to Executive
by Employer, or (iv) Executive's material breach of any material provision of
this Agreement which remains knowingly uncorrected beyond such period of time as
may be reasonably required by the circumstances following written notice to
Executive by Employer of such breach. It is expressly acknowledged and agreed
that the decision as to whether "cause" exists for termination of the employment
relationship by Employer is delegated to the Board of Directors of Employer for
good faith determination as to whether a reasonable basis for cause exists;

b. by reason of a notice of Involuntary Termination as described in
Section 4.1, or for any other reason whatsoever (other than a reason described
in Subparagraphs 3.1.a, 3.1.c, or 3.1.d), including termination without cause,
in the sole discretion of Employer, on ninety (90) days prior written notice to
Executive;

c. upon Executive's death; or

d. upon Permanent Disability of Executive. For purposes of this
Agreement, the term "Permanent Disability" shall mean that the Optionee for a
period of not less than ninety (90) consecutive days (a) is unable to perform
the important duties of his own occupation on a full-time or part-time basis
because of injury or sickness; (b) does not work at all; and (c) is under a
Doctor's Care. For purposes of this definition, "Doctor's Care" means the
regular and personal care of a doctor or physician (licensed to practice the
healing arts and practicing within the scope of his or her license) that, under
prevailing medical standards, is appropriate for the condition causing the
disability.

The termination of Executive's employment by Employer prior to the expiration of
the Term shall constitute a "Termination for Cause" if made pursuant to section
3.1.a; the effect of such termination is specified in Section 3.4. The
termination of Executive's employment by Employer upon or prior to the
expiration of the Term shall constitute an "Involuntary Termination" if made
pursuant to Section 3.1.b, or as described in Section 4.1; the effect of such
termination is specified in Section 3.5. The effect of the employment
relationship being terminated pursuant to Section 3.1.c as a result of
Executive's death is specified in Section 3.6. The effect of the employment
relationship being terminated pursuant to Section 3.1.d as a result of the
Executive's Permanent Disability is specified in Section 3.7.

3.2 Executive shall have the right to terminate the employment
relationship under this Agreement at any time upon or prior to the expiration of
the Term of employment for any reason

EXECUTIVE EMPLOYMENT AGREEMENT
Page 3 of 8
<PAGE>

whatsoever, in the sole discretion of Executive, on ninety (90) days prior
written notice to Employer. The termination of Executive's employment upon or
prior to the expiration of the Term shall constitute a "Voluntary Termination"
if notice is made pursuant to this Section 3.2 or as described in Section 4.1;
the effect of such termination is specified in Section 3.3.

3.3 Upon a "Voluntary Termination" of the employment relationship by
Executive upon or prior to expiration of the Term, all unaccrued future
compensation to which Executive would otherwise have become entitled and all
unaccrued future benefits for which Executive is eligible, with the exception of
any and all statutory rights and benefits, shall cease and terminate as of the
date of termination; provided, however, that Executive shall be entitled to
payment for all accrued but unused vacation (subject to the carryover
limitation), and pro rata salary and pro rata portion of the Quarterly Bonus
through the date of such termination, plus the Payments upon Voluntary
Termination as set forth in Exhibit A, but Executive shall not be entitled to
any other bonuses or other compensation not yet accrued at the date of such
termination. Employer and Executive acknowledge that as of the Effective Date
of this Agreement, with exception of the Quarterly Bonus, none of Employer's
cash compensation or bonus programs have an accrual feature.

3.4 If Executive's employment hereunder shall be terminated by Employer
for Cause prior to expiration of the Term, all unaccrued future compensation to
which Executive would have otherwise have become entitled and all unaccrued
future benefits for which Executive would have otherwise have become eligible,
with the exception of any vested stock options and all statutory rights and
benefits, shall cease and terminate as of the date of termination. Executive
shall be entitled to payment for all accrued but unused vacation (subject to the
carryover limitation), pro rata salary, and pro rata portion of the Quarterly
Bonus through the date of such termination, but Executive shall not be entitled
to any bonuses or other compensation not yet paid at the date of such
termination.

3.5 Upon an Involuntary Termination of the employment relationship by
Employer upon or prior to expiration of the Term, (i) Executive shall be
entitled to the elections and the Payments upon Involuntary Termination set
forth on Exhibit A, and the entltlements provided to Executive under this
Agreement, as Executive's sole and exclusive rights against Employer or its
affiliates by reason of such Involuntary Termination, and (ii) Employer's sole
and exclusive liability to Executive under this Agreement, in contract, tort, or
otherwise, for any Involuntary Termination of the employment relationship shall
be the elections and the Payments upon Involuntary Termination set forth on
Exhibit A, and the entltlements provided to Executive under this Agreement.
Executive covenants not to sue or lodge any formal claim, demand or cause of
action against Employer for any sums for Involuntary Termination other than
those sums referred to in this Section 3.5; provided that nothing in this
Agreement shall preclude or in any way restrict Executive's right to pursue good
faith claims, demands, or causes of action against Employer on bases other than
those covered by Involuntary Termination. If Executive breaches this covenant,
Employer shall be entitled to recover from Executive all sums actually and
reasonably expended by Employer (including costs and attorneys' fees) in
connection with such suit, formal claim, demand or cause of action.

3.6 Upon termination of the employment relationship as a result of
Executive's death, Executive's heirs, administrators, or legatees shall be
entitled to Executive's payment for all of Executive's accrued but unused
vacation (subject to the carryover limitation), and pro rata salary and pro rata
portion of the Quarterly Bonus through the date of such termination.

EXECUTIVE EMPLOYMENT AGREEMENT
Page 4 of 8
<PAGE>

3.7 Upon termination of the employment relationship as a result of
Executive's Permanent Disability, Executive shall be entitled to payment for all
of Executive's accrued but unused vacation (subject to the carryover
limitation), and pro rata salary and pro rata portion of the Quarterly Bonus
through the date of such termination.

3.8 In all cases, the compensation and benefits payable to Executive
under this Agreement upon termination of the employment relationship shall be
offset against any amounts to which Executive is otherwise entitled under any
and all severance plans and/or arrangements (not referred to in this
Agreement)of Employer or its affiliates.

3.9 Termination of the employment relationship does not terminate those
obligations imposed by this Agreement which are continuing obligations.

ARTICLE 4: CONTINUATION OF TERM:

4.1 Absent termination of this Agreement pursuant to Sections 3.1(a),
(c) or (d), the Term of this Agreement shall be automatically extended for a
period of one (1) year, upon the same terms and conditions (including this
sentence) as contained herein, unless either Employer gives written notice of
Involuntary Termination or Executive gives written notice of Voluntary
Termination to the other party not less than ninety (90) days prior to the last
day of the Term. Multiple extensions of the Term may be made pursuant to this
Section 4.1 so long as there is no Involuntary Termination, Voluntary
Termination, or other termination pursuant to Section 3.1(a), (c) or (d).

ARTICLE 5: MISCELLANEOUS:

5.1 For purposes of this Agreement the terms "affiliates" or
"affiliated" means an entity who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with
Employer.

5.2 For purposes of this Agreement the term "Change of Control" means
(i) the Company merges or consolidates with any other entity and is not the
surviving entity (or survives only as the subsidiary of another entity), (ii)
the Company sells all or substantially all of its assets to any other person or
entity, (iii) the Company is dissolved, (iv) if any third person or entity (for
this purpose the spouse or any member of the extended family of Steven J. Braun
shall not be considered a third person) together with its affiliates or others
knowingly and intentionally acting in concert, shall become, directly or
indirectly, the beneficial owner of at least 51% of the Voting Stock of the
Company, or (v) if, during such time as the Company has a class of Voting Stock
registered under the Securities Exchange Act of 1934, the individuals who
constituted the members of the Company's Board of Directors ("Incumbent Board")
upon the effective date of such registration cease for any reason to constitute
at least a majority thereof, provided that any person becoming a director whose
election or nomination for election by Company shareholders was approved by a
vote of at least eighty percent (80%) of the directors comprising the Incumbent
Board (either by the specific vote or approval of the proxy statement of the
Company in which such person is named as a nominee for director, without
objection to such a nomination) shall be, for purposes of this clause (v),
considered as though such person were a member of the Incumbent Board. "Voting
Stock" means all the outstanding shares of capital stock of Company entitled to
vote generally in elections for directors, considered as one class; provided,
however, that if Company has shares of Voting Stock entitled to more or less
than one

EXECUTIVE EMPLOYMENT AGREEMENT
Page 5 of 8
<PAGE>

vote for any such share, each reference to a proportion of shares of Voting
Stock shall be deemed to refer to such proportion of the votes entitled to be
cast by such shares. A "Change in Control" will also be deemed to have occurred
if, at any time during Executive's employment with the Company, Executive ceases
to hold the position described on Schedule A or ceases to occupy a position
reporting and subordinate only to the President/Chief Executive Officer.

5.3 Employer and Executive each shall refrain, both during the
employment relationship and after the employment relationship terminates, from
publishing any oral or written statements about the other, any of their
subsidiaries or affiliates, or any of such individuals' or entities' officers,
employees, shareholders, agents or representatives, that are slanderous,
libelous, or defamatory; or that constitute a misappropriation of the name or
likeness of Executive or Employer, any of their subsidiaries or affiliates, or
any of such individual's or entities' or their officers, employees,
shareholders, agents, or representatives. A violation or threatened violation
of this prohibition may be enjoined by the courts. Subject to Section 5.7, the
rights afforded under this provision are in addition to any and all rights and
remedies otherwise afforded by law.

5.4 For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Employer, to: With a copy to:

Braun Technology Group, Inc. Braun Technology Group, Inc.
Attn.: Mr. Steven J. Braun Attn.: General Counsel
30 West Monroe, Suite 300 30 West Monroe, Suite 300
Chicago, Illinois 60603-2402 Chicago, Illinois 60603-2402

If to Executive, to: With a copy to:

Thomas J. Duvall Mr. Terrence W. Stein
1439 West Lill Avenue Freeborn & Peters
Chicago, Illinois 60614-2018 311 South Wacker Drive, Suite 3000
Chicago, Illinois 60606-6677

Either Employer or Executive may furnish a change of address to the other in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.

5.5 This Agreement shall be governed in all respects by the laws of the
State of Illinois, excluding any conflict-of-law rule or principle that might
refer the construction of the Agreement to the laws of another State or country.

5.6 No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or
provision of this Agreement shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.

5.7 Except as otherwise specifically provided in Section 1.5, Section
1.6, Section 5.3, or the Agreement Regarding Confidentiality and Non-Competition
(referenced in Section 5.12 hereinbelow), if a dispute arises out of or related
to this Agreement or the Agreement Regarding Confidentiality and Non-
Competition, and if the dispute cannot be settled through direct

EXECUTIVE EMPLOYMENT AGREEMENT
Page 6 of 8
<PAGE>

discussions, then Employer and Executive agree to first endeavor to settle the
dispute in an amicable manner by mediation, before having recourse to any other
remedy, proceeding or forum.

5.8 During the term of this Agreement, each of the Employer and
Executive will be a resident of the greater Chicago metropolitan area.
Employer's principal place of business is in Chicago, Cook County, Illinois.
This Agreement shall be performed in Chicago, Illinois. Any litigation that may
be brought by either Employer or Executive involving the enforcement of this
Agreement or the rights, duties, or obligations of this Agreement, shall be
brought exclusively in the State or federal courts sitting in Chicago, Cook
County, Illinois.

5.9 It is a desire and intent of the parties that the terms, provisions,
covenants and remedies contained in this Agreement shall be enforceable to the
fullest extent permitted by law. If any such term, provision, covenants, or
remedy of this Agreement or the application thereof to any person, association,
or entity or circumstances shall, to any extent, be construed to be invalid or
unenforceable in whole or in part, then such term, provision, covenant, or
remedy shall be construed in a manner so as to permit its enforceability under
the applicable law to the fullest extent permitted by law. In any case, the
remaining provisions of this Agreement or the application thereof to any person,
association, or entity or circumstances other than those to which they have been
held invalid or unenforceable, shall remain in full force and effect.

5.10 This Agreement shall be binding upon and inure to the benefit of
Employer and any other person, association, or entity which may hereafter
acquire or succeed to all or substantially all of the business or assets of
Employer by any means whether direct or indirect, by purchase, merger,
consolidation, or otherwise. Executive's rights and obligations under Agreement
hereof are personal and such rights, benefits, and obligations of Executive
shall not be voluntarily or involuntarily assigned, alienated, or transferred,
whether by operation of law or otherwise, without the prior written consent of
Employer. Employer shall not assign this Agreement without the prior written
consent of Executive.

5.11 This Agreement replaces and merges previous agreements and
discussions pertaining to the following subject matters covered herein: the
nature of Executive's employment relationship with Employer and the term and
termination of such relationship. This Agreement constitutes the entire
agreement of the parties with regard to such subject matters, and contains all
of the covenants, promises, representations, warranties, and agreements between
the parties with respect to such subject matters; provided that Executive shall
also reasonably comply with all reasonable policies and procedures of Employer
as clearly established from time to time, provided that such policies and
procedures are not inconsistent with this Agreement or any other written
agreement between Executive and Employer. Each party to this Agreement
acknowledges that no representation, inducement, promise, or agreement, oral or
written, has been made by either party with respect to such subject matters,
which is not embodied herein, and that no agreement, statement, or promise
relating to the employment of Executive by Employer that is not contained in
this Agreement shall be valid or binding. Any modification of this Agreement
will be effective only if it is in writing and signed by each party whose rights
hereunder are affected thereby, provided that any such modification must be
authorized or approved by the Board of Directors of Employer.

EXECUTIVE EMPLOYMENT AGREEMENT
Page 7 of 8
<PAGE>

5.12 Executive agrees to be bound by the terms of that certain Agreement
Regarding Confidentiality and Non-Competition, by and between Employer and
Executive, a copy of which is attached hereto and incorporated herein by
reference as Exhibit B.

IN WITNESS WHEREOF, Employer and Executive have duly executed this
Agreement in multiple originals.

BRAUN TECHNOLOGY GROUP, INC.

/s/ Steven J. Braun /s/ Thomas J. Duvall
By:______________________________ ____________________________________
STEVEN J. BRAUN, President THOMAS J. DUVALL

EXECUTIVE EMPLOYMENT AGREEMENT
Page 8 of 8
<PAGE>

EXHIBIT A TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN BRAUN TECHNOLOGY GROUP, INC.
AND THOMAS J. DUVALL

Executive Name: Thomas J. Duvall

Term: From Effective Date through October 31, 2003 or if
later, the last date of any extension made pursuant to
Section 4.1.

Position: Executive Vice President and Chief Operating Officer.

Executive shall (a) be nominated for a seat on
Company's board of directors at such time as said board
is expanded to more than two (2) directors, but in no
event later than the adoption of any plan of initial
public offering; and (b) be selected as the Chief
Operating Officer and President of the Company not
later than November 1, 2001.

Location: Chicago, Illinois

Reporting Relationship: reporting and subordinate to only the President / CEO

Monthly Base Salary: $25,000.00 per month

Monthly Base Salary shall increase by the greater of
five percent (5%) or the CPI increase during the
previous calendar year, annually, such increases
effective beginning January 1999.

Quarterly Bonus: A Quarterly Bonus of $15,000.00 per calendar quarter,
payable on the last business day of the month following
the end of the calendar quarter. The Quarterly Bonus
shall increase by the greater of five percent (5%) or
the CPI increase during the previous calendar year,
annually, such increases effective beginning January
1999. The Quarterly Bonus shall be prorated for the
period from the Effective Date through December 31,
1998.

Long Term Incentive
Compensation Plans: A. Eligibility to participate in the 1998 Employee
Long Term Stock Investment Plan; and

B. An Incentive Stock Option Grant under the 1998
Executive Long Term Stock Investment Plan for 333,330
common shares, under the following terms, all as
particularly described (or to be described) in the
grant agreement and plan:

(i) exercisable (vesting) 10% on November 8, 1998,
and an additional 10% on January 1 of each year
thereafter, beginning January 1, 1999, until
fully vested, the option for all shares to be
exercisable until and through October 31, 2008,
unless earlier terminated as provided herein;

(ii) having an exercise price of $3.00 per share;

EXHIBIT A TO
EXECUTIVE EMPLOYMENT AGREEMENT
Page 1 of 4
<PAGE>

(iii) in the event of Executive's "Termination for
Cause", the unvested portion of the option
immediately terminates;

(iv) in the event of Executive's "Voluntary
Termination" prior to the earlier of (a) the
time that Employer completes its initial public
offering of common shares, or (b) November 1,
1999, the unexercised portion of the option
immediately terminates;

(v) in the event of Executive's "Voluntary
Termination" at or subsequent to the earlier of
(a) the time that Employer completes its
initial public offering of common shares, or
(b) November 1, 1999, the unvested portion of
the option immediately terminates;

(vi) in the event Executive's employment is
terminated by Employer in a situation other
than "Termination for Cause", or in the event
of a Change in Control:

(a) the unvested portion of the option
immediately vests to the extent
proportionate to the time Executive has
been employed by Employer (Example: If at
the time of termination, Executive has been
employed by Employer for six (6) calendar
quarters, an additional six (6) quarterly
portions of the option (a quarterly portion
reflecting approximately 8,333 shares)
would immediately vest; and

(b) within ninety (90) days of such a
termination or Change of Control, Executive
may elect to sell to Employer, within
twenty-four (24) months following such
election, a portion or all common shares of
stock of the Company acquired by exercising
the option, at the sales price of $6.00 per
share, such aggregate sales price being
payable in annual installments (with
interest accruing at the prime rate
following the date of the election), in as
short a period of time as possible and the
maximum annual installment being not
greater than $480,000.00

(vii) The foregoing is a summary of the anticipated
terms of the 1998 Executive Long Stock
Investment Plan and grant agreement with
Executive. Except with respect to terms
expressly provided herein, the terms and
conditions of said Plan and grant of option
agreement shall be controlling.

Benefits: Employer shall provide medical benefits under
Employer's medical plan to Executive.

EXHIBIT A TO
EXECUTIVE EMPLOYMENT AGREEMENT
Page 2 of 4
<PAGE>

Executive is eligible to participate in the Employer
sponsored 401(k) savings plan.

Executive shall be entitled to four (4) weeks of
vacation, accrued on an annual basis at the rate of
1/12 of the entitlement per completed month of service,
in accordance with Employer's policy. Said policy
provides that the maximum accrual is 1.5 times the
employee's current annual entitlement.

Employer shall pay on behalf of Executive reasonable
downtown luncheon/athletic club dues during the Term,
subject to approval, which approval shall not be
unreasonably withheld.

Employer shall pay on behalf of Executive reasonable
costs associated with continuing professional education
during the Term, subject to approval, which approval
shall not be unreasonably withheld.

Employer shall pay on behalf of Executive the
reasonable monthly contract fee for downtown parking
near the Employer's location, subject to approval,
which approval shall not be unreasonably withheld.

Employer shall pay to or on behalf of Executive the
premiums for a term life insurance policy, as such
premiums become due and payable, providing for a death
benefit of $1 million, from the Effective Date until
the earlier of Executive attaining the age of 65 years
or the termination of Executive's employment with
Employer. (In the event Executive elects to use a whole
life or other type of insurance policy, Employer shall
be obligated to pay only the premium equal to the term
life portion of such insurance.)

Employer shall pay on behalf of Executive (or reimburse
to Executive) the value of airline upgrade certificates
for Executive's use as a frequent flyer on airlines of
Executive's choosing.

Employer shall pay the legal fees of Executive related
to the negotiation and finalization of this Agreement,
up to the sum of $13,000.00.

Payments upon
Voluntary Termination: In the event of a Voluntary Termination of Executive's
employment, Executive shall be entitled to the
following guaranteed payments in accordance with
Section 3.3:

A. In the event such termination occurs at or prior to
the time that Employer completes its initial public
offering of common shares ("IPO"), the sum of
$20,000.00 for each full month during which Executive
was an active full-time employee of Employer, and shall
be payable in monthly installments of $20,000.00 each,
less normal

EXHIBIT A TO
EXECUTIVE EMPLOYMENT AGREEMENT
Page 3 of 4
<PAGE>

payroll withholdings, beginning on the last day of the
month following the month of termination, until fully
paid;

B. In the event Employer has not completed its IPO
prior to November 1, 1999, and such termination occurs
after November 1, 1999, but prior to completion of
Employer's IPO, the aggregate sum of $240,000.00,
payable at the rate of $20,000.00 per month, less
normal payroll withholdings, for a period of twelve
(12) months, beginning on the last day of the month
following the month of termination; or

C. In the event such termination occurs subsequent to
the time that Employer completes its IPO, there shall
be no guaranteed Payments upon Voluntary Termination.

Payments upon
Involuntary Termination: In the event of an Involuntary Termination of
Executive's employment pursuant to Section 3.1.b or as
described in Section 4.1, within ninety (90) days of
such a termination, Executive may elect to have a
portion or all vested but unexercised options
terminated by the Employer, and in such event, and only
in such event, Executive shall receive "Special
Severance Compensation" equal to the number of shares
that could be acquired upon exercise of the options so
terminated multiplied by $3.00, the product of such
being payable in annual installments (with interest
accruing at the prime rate following the date of the
election), in as short a period of time as possible and
the maximum annual installment being not greater than
$240,000.00.

IN WITNESS WHEREOF, Employer and Executive have duly executed this Exhibit A
to Executive Employment Agreement between Braun Technology Group, Inc. and
Thomas J. Duvall in multiple originals to be effective on the Effective Date.

BRAUN TECHNOLOGY GROUP, INC.

/s/ Steven J. Braun /s/ Thomas J. Duvall
By:_____________________________ _____________________________
STEVEN J. BRAUN, President THOMAS J. DUVALL

EXHIBIT A TO
EXECUTIVE EMPLOYMENT AGREEMENT
Page 4 of 4
<PAGE>

EXHIBIT B
AGREEMENT REGARDING CONFIDENTIALITY AND NON-COMPETITION

This Agreement is by and between the employer, Braun Technology Group, Inc.
(the "Firm"), and Thomas J. Duvall (the "Executive"). In consideration of the
Firm's employment of Executive, the compensation paid for Executive's services
in the course of such employment, and the training (internal and external,
formal and informal) received by Executive in the course of such employment,
Executive agrees as follows:

1. CONFIDENTIALITY OF INFORMATION.

A. In the course of performing his duties, Executive may have access to
and/or receive legally protected confidential and proprietary information
about the Firm, the Firm's employees, and the Firm's clients. Firm and
Executive agree that such legally protected confidential and proprietary
information is deemed to be Confidential Information ("Confidential
Information"). Under appropriate circumstances, Confidential Information may
include, without limitation, information about the Firm and the Firm's
clients, such as earnings, acquisitions or other businesses, and changes in
management which, if known to the public, might affect the decision of a
reasonable investor to buy, sell, or hold securities issued by the Firm or
the Firm's client. Under appropriate circumstances, Confidential Information
may also include, without limitation, information disclosed by the Firm's
clients which is not in the public domain; and information relative to the
Firm's business plans, client lists, financial and billing information,
marketing strategies, personnel information, proprietary methodologies,
proprietary software, research, development and/or design projects as well
as data relating to them, systems for project management and application
development, proposal formats, and working papers.

B. Executive will not knowingly, directly or indirectly, disclose any
Confidential Information of the Firm, its subsidiaries, employees,
affiliates, or clients to any person, firm, corporation, or other entity,
during and at all times after the expiration of the term of this Agreement;
provided, however, that nothing in this Agreement shall prohibit Executive
from communicating, disclosing or using information as required or permitted
under law.

C. Executive will use due care and take all reasonable precautions to
prevent disclosure, use or transfer of any Confidential Information in
violation of this Agreement, and will deliver to the Firm all Confidential
Information and any other client or Firm-owned material in his possession
whenever the Firm shall so request, or in the event of the termination of
Executive's employment. Upon termination of Employee's employment by
Employer, for any reason, Employee promptly shall deliver the same, and all
copies thereof, to Employer.

D. In the event Executive must disclose Confidential Information to third
parties during the normal course of business, such disclosure shall be
permitted, provided that Executive, where appropriate, makes those persons
aware of the confidential nature of the information which is being divulged.

E. Executive will not remove from Firm's or any client's premises any
documents, files, records, computer programs, software, correspondence,
notes or other papers (including copies, electronic and otherwise) belonging
to the Firm, its clients, or its employees, except as his employment with
the Firm shall require. In such cases, Executive will promptly return such
items and any copies within his/her possession or control to the Firm upon
request or upon termination of the Executive's employment.

F. Notwithstanding the preceding provisions of Paragraph 1, the obligations
of Executive regarding Confidential Information shall not apply to:

(1) information which, at the time of disclosure, use or transfer, was
published, known publicly, or otherwise in the public domain;

(2) information which, after disclosure, use or transfer, is published,
becomes known publicly, or otherwise becomes part of the public domain
through no fault of the Executive;

(3) information which, prior to the time of disclosure, use or transfer,
is known to Executive as evidenced by his written records;

(4) information which is subsequently independently developed by
Executive without recourse to Confidential Information and without
Executive having violated any of his obligations under the Agreement; and

(5) information, which, after disclosure, use or transfer, is made
available to Executive in good faith by a third party under no obligation
of confidentiality.

Agreement Regarding Confidentiality and Non-Competition
Page 1 of 2
<PAGE>

2. PATENT/INVENTION. If, during Executive's employment by Employer, Executive
creates any original work of authorship fixed in any tangible medium of
expression which is the subject mater of copyright (such as videotapes, written
presentations on acquisitions, computer programs, drawings, maps, architectural
renditions, models, manuals, brochures, or the like) and which relates
principally to Employer's business, products, or services, whether such work is
created solely by Executive or jointly with others (whether during business
hours or otherwise and whether on Employer's premises or otherwise), Employer
shall be deemed the author of such work if the work is prepared by Executive in
the scope of his employment; or if the work is prepared by Executive within the
scope of his employment but is specially ordered by Employer as a contribution
to a collective work, as a part of a motion picture or other audio-visual work,
as a translation, as a supplementary work, as a compilation, or as an
instructional text, then the work shall be considered to be work made for hire
and Employer shall be the author of the work. Both during the period of
Executive's employment by Employer and thereafter, Executive reasonably shall
assist (without any cost to Executive) Employer and its nominee, at any time, in
the protection of Employer's worldwide right, title, and interest in and to
information, ideas, concepts, improvements, discoveries, and inventions, and its
copyrighted works, including without limitation, the execution of all formal
assignment documents requested by Employer or its nominee and the execution of
all lawful oaths and applications for applications for patents and registration
of copyright in the United States and foreign countries.

3. NON-COMPETITION. During the term of employment and for a period of one (1)
year after the termination of employment, Executive agrees that he will not
knowingly provide services for current clients of the Firm to whom he was first
introduced during such term of employment as a result of the nature of his work
in his practice area of the Firm. A current client is defined as a company that
the Firm has provided services or products to within the one (1) year period
prior to the date of termination of Executive's employment.

4. SOLICITATION. As part of the consideration for the compensation and
benefits to be paid to Executive thereunder, in keeping with Executive's duties
as a fiduciary, and in order to protect Employer's interest in the trade secrets
of Employer, and as an additional incentive for Employer to enter into this
Agreement, Executive agrees that Executive will not, directly or indirectly, for
Executive for others, knowingly induce any employee of Employer or any of its
affiliates to terminate his or her employment with Employer or its affiliates,
or knowingly hire or assist in the hiring of any such employee by any person,
association, or entity not affiliated with Employer. The obligations in this
Section shall extend throughout the Term of this Agreement and for a period of
one (1) year after the termination of the employment relationship between
Employer and Executive. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Section by Executive, and Employer
shall be entitled to specific performance and injunctive relief as remedies for
such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach, but shall be in addition to all remedies
available at law or in equity to Employer, including, without limitation, the
recovery of damages from Executive and his agents involved in such breach.

5. PROFESSIONAL CONDUCT. Executive shall at all times conduct himself in a
professional manner.

6. ENFORCEABILITY. A violation or threatened violation of the provisions of
this Agreement may be enjoined by the courts. The rights afforded under this
provision are in addition to any and all rights and remedies otherwise afforded
by law. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall continue in effect.

7. CONSTRUCTION. The terms of this Agreement may not be modified orally and
may only be modified by a written instrument executed by the parties hereto.
This Agreement shall be governed by and construed in accordance with the laws of
the state of Illinois, and shall be performed in Cook County, Illinois.

8. SURVIVAL. The provisions of Sections 1 through 7 hereinabove shall survive
the termination of Executive's employment with the Firm.

9. DUPLICATE ORIGINALS. This Agreement has been executed in duplicate
originals.

BRUAN TECHNOLOGY GROUP, INC. "EXECUTIVE"

/s/ Steven J. Braun /s/ Thomas J. Duvall
By:______________________________ __________________________________
STEVEN J. BRAUN, President THOMAS J. DUVALL

Agreement Regarding Confidentiality and Non-Competition
Page 2 of 2

<PAGE>

Exhibit 10.5

Steven J. Braun
8099 Hunt Club Road
Zionsville, Indiana 46077

September 1, 1998

Mr. Stephen J. Miller
5429 Caroline Avenue
Western Springs, Illinois 60558

Dear Steve:

This letter serves to memorialize our Agreement concerning all common shares of
Braun Technology Group, Inc., an Illinois business corporation (the "Company"),
held by you (the "Miller Shares") during the term of this Agreement. The term
of this Agreement shall commence on the date of your execution of this Agreement
and shall conclude on the earlier of the date immediately preceding the date the
Company undertakes an initial public offering and sale of common shares or the
date of the termination of your employment (the "Primary Term"). This Agreement
does not cover transfers of common shares for estate planning purposes, and in
the Primary Term, this Agreement does not cover the sale of common shares
pursuant to an initial public offering. If you are actively employed by the
Company at the end of the Primary Term of this Agreement, the term of this
agreement shall automatically, without any lapse, extend to conclude on the date
of the termination of your employment with the Company; provided however, that
if your employment is terminated due to death, permanent disability or
involuntary termination without cause, the terms of this Agreement shall extend
to the period during which you retain any of the Miller Shares. In such case,
this Agreement shall cover any shares sold by me in an initial public offering
and any shares sold by me in a secondary public offering, provided this
Agreement has not otherwise terminated.

If during the term of this Agreement I choose to sell to an outside party any of
the common shares of the Company held by me, you shall have the option to sell
to such purchaser (or an affiliate or assignee of such purchaser) such Miller
Shares of an equal proportion (the "Miller Tag Proportion") for the same price
per share and under the same terms as the common shares I choose to sell. In
addition to the foregoing, during the Primary Term and any extension thereof
pursuant to the preceding Paragraph hereof, you shall be entitled to participate
on the same terms that I participate in any registration of shares in the
Company pro rata to the extent that I participate with respect to my shares, to
the extent permitted by law or by the managing underwriter with respect to such
sale.

You shall receive written notice of my choice to sell my shares (including the
identity of the purchaser, number of shares to be purchased, the proposed
purchase price per share, and terms), and you shall have four (4) business days
within which to provide a written commitment to sell the Miller Tag Proportion.
Your failure to execute and deliver such
<PAGE>

September 1, 1998
Mr. Stephen J. Miller
Page Two

written commitment shall be deemed a waiver of your option as it pertains to
that particular proposed transaction. In the event you waive or are deemed to
waive such option, I will have the right to sell the number of common shares
which would have been the aggregate of the shares I initially proposed to sell,
plus the Miller Tag Proportion had you committed to exercise your option, for
the same price and under the same terms as initially proposed. A waiver as to a
proposed transaction, other than as set forth hereinabove, shall not be deemed
to be a waiver of any subsequently proposed transaction.

A Simplified Example: Assume I hold 90,000 shares, and you hold 10,000 shares.
If I choose to sell fifteen percent (15%) of my shares [equal to 13,500 shares]
for two dollars per share ($2.00/share) cash at closing in a private placement,
you shall have four (4) business days within which to execute a written
commitment to exercise your option to sell the Miller Tag Proportion [fifteen
percent (15%), equal to 1,500 shares] to such purchaser for two dollars per
share ($2.00/share), cash at closing. If you do not provide the written
commitment, you waive the option as to that particular transaction, and I have
the right to sell a total of 15,000 of my shares in the transaction, for the
same price and under the same terms.

Notwithstanding the foregoing, this Agreement does not cover shares sold by me
on the open market, i.e. shares sold on a recognized stock exchange or network,
such as NASDAQ, NYSE, etc.

If this letter accurately reflects our Agreement, please execute and date both
originals of this letter and return one to me.

Sincerely,

/s/ Steven J. Braun
STEVEN J. BRAUN

AGREED:

/s/ Stephen J. Miller
_______________________________
STEPHEN J. MILLER

Executed: February 17, 1999

<PAGE>
Exhibit 10.6

Shepro Braun Consulting, Inc.

Stock Option Plan For Directors

Plan

1. This nonqualified stock option plan shall be known as the Shepro Braun
Consulting, Inc. Stock Option Plan for Directors (the "Plan").

Purposes

2. The purposes of the Plan are to induce certain practice area directors of
Shepro Braun Consulting, Inc. (the "Company") to remain in the employ of the
Company or of any subsidiary of the Company, and to encourage such director or
directors to secure and/or increase on reasonable terms their stock ownership in
the Company. The Company intends that the Plan will promote continuity of
management and increased incentive and personal interest in the welfare of the
Company by those who are primarily responsible for shaping and carrying out the
long-range plan of the Company and securing its continued growth and financial
success.

Effective Date of the Plan

3. The Plan shall become effective on January 1, 1995.

Options

4. The stock subject to the options which may be granted hereunder will be the
common shares of stock (no par value per share) of the Company, of a total
number not to exceed the greater of two hundred (200) common shares of stock,
which may be either authorized and unissued shares or issued shares acquired by
the Company or its subsidiaries, and may be offered in such amounts and upon
such terms to each participant as the Company or the hereinafter described
Committee shall determine in its sole discretion. The number of shares may be
increased or decreased and may be adjusted for stock splits and/or reverse stock
splits, as determined by the directors of the Company from time to time. In the
event that options granted under the Plan shall terminate or expire without
being exercised in whole or in part, new options may, at the sole discretion of
the Committee, be granted covering the shares not purchased under such lapsed
options.

Duration of Options

5. No Option shall be exercisable after the expiration of eight (8) years from
the date such Option is granted. Except as may be otherwise expressly provided
herein, Options shall terminate on such date as shall be selected by the
Committee (defined hereinbelow) in its discretion. If an Optionee is an employee
of the Company or of a subsidiary corporation at the time an Option is granted,
and, before the date of expiration of the Option, an employment relationship
with either the Company or a subsidiary is severed, for any reason (except as
otherwise provided for herein), the Option shall terminate immediately upon
severance of the employment relationship.

<PAGE>

Administration

6.1 The Plan shall be administered under the supervision of directors of the
Company which shall exercise its powers, to the extent herein provided and at
its option, through the agency of a stock option committee (hereinafter called
the "Committee") which shall be appointed by the directors of the Company and
shall consist of not less than two (2) directors of the Company. Members of the
Committee shall serve at the pleasure of the directors.

6.2 The Committee may from time to time adopt rules and regulations for
carrying out the provisions and purposes of the Plan. The interpretation and
construction of any provision of the plan by the Committee shall, unless
otherwise determined by the directors, be final and conclusive.

6.3 The Committee shall:

(a) select the practice areas directors of the Company and its
subsidiaries to whom options may from time to time be granted;

(b) determine the number of shares to be covered by each option so
granted;

(d) determine the terms and conditions (not inconsistent with the Plan)
of any option granted hereunder (including but not limited to
restrictions upon the option or the shares of common stock upon
exercise thereof) to particular participants.

Eligibility

7.1 Those employees of the Company eligible from time to time to participate in
the Plan shall be determined by the Committee.

7.2 Options may be granted only to present or future practice area directors
that are or become employees of the Company and its subsidiaries, including
subsidiaries which become such after the adoption of the Plan. Any director of
the Company or of any of such subsidiaries shall be eligible to receive one or
more options under the Plan at the complete discretion of the Committee. Any
director who is not an officer or employee of the Company or one of its
subsidiaries and any member of the Committee during the time of his service as
such or thereafter, shall be ineligible to receive an option under the Plan. The
adoption of this Plan shall not be deemed to give any officer, director,
manager, or employee any right to be granted an option to purchase common shares
of the Company, except to the extent and upon such terms and conditions as may
be determined by the Committee. The adoption of this Plan, the granting of
options hereunder, and the purchase of any shares pursuant hereto, does not
confer upon any officer, director, manager, or employee any right to continue in
the employ of the Company or of any such subsidiary, and such shall not
interfere in any way with the right of the Company or of any such subsidiary to
terminate the employment of any employee at any time.

Term of Plan

8.0 Unless earlier terminated or otherwise extended by the directors and
shareholders of the Company, this Plan shall terminate on December 31, 2004. The
directors of the Company, without further approval of the stockholders of the
Company, may terminate the Plan at any

2
<PAGE>

time, but no termination shall without the participant's consent, alter or
impair any of the rights under any option theretofore granted to an employee
under the Plan.

Non-Transferability

9. Options under the Plan are not transferable and may be exercised only
during the lifetime of a participant and only by such participant.

Agreements

10.1 Options granted pursuant to the Plan shall be evidenced by stock
option agreements in such form or forms, as the case may be for particular
participants, as the Committee shall from time to time adopt.

10.2 In the event that any options are granted or shares issued under
this Plan are to be subject to any restrictions or other agreements, Company may
require that a shareholder enter into an agreement with the Company providing
for, among other things, a restriction of the right of the shareholder to
transfer the shares, all of the terms of which shall be to the sole discretion
of the Company.

10.3 As a condition to right to receive any shares to be issued under this
Plan, the Company may require that the recipient of such shares execute an
investment letter to the effect that such recipient is taking said shares for
investment purposes and not for resale, and that recipient will comply with such
restrictions as may be necessary to satisfy the requirements of the Securities
Act of 1933 or any other applicable state or federal securities laws.
Additionally, as a condition to the right to exercise any option and receive any
shares to be issued under this Plan, the Company may require that the recipient
of such shares execute a shareholder's agreement restricting the transfer of
such shares, etc.

Dilution

11. The shares that may be issued pursuant to the exercise of options
under this Plan do not have preemptive rights. The Company may authorize
additional shares to be issued and shall have no obligation to provide for
preemptive rights for any current or future shares of the Company. The issuance
of additional shares may cause dilution of ownership in the Company by Plan
participants.

Financial Assistance

12.1 The directors or the Committee may cause the Company or the
subsidiaries to give or arrange for financial assistance (including without
limitation direct loans, with or without interest, secured or unsecured, or
guarantees of third-party loans) to an Optionee for the purpose of providing
funds for the purchase of stock pursuant to the exercise of an option granted
under the plan, when in the judgment of the board of directors or the Committee
such assistance may reasonably be expected to be in the best interests of the
Company, and provided that such assistance as may be granted shall be consistent
with the certificate of incorporation and bylaws of the company and applicable
laws, and will permit the stock to be fully paid and nonassessable when issued.

12.2 If applicable, the participant shall execute and deliver to the
Company a negotiable

3
<PAGE>

promissory note for the balance of the purchase price payable in installments at
such times and in such amounts as determined by the Committee, with the term of
such note not to exceed one year and with interest on the unpaid balance at such
rate as shall be fixed by the Committee. In each such case, the certificate for
such shares shall be pledged under an instrument or instruments approved by the
Committee with the Company or with any third party which the Company may
designate as security until payment for such shares is made in full or forfeited
upon default.

Amendment

13. The directors of the Company, without further approval of the
stockholders, may from time to time amend the Plan in such respects as the
directors may deem advisable; provided, however, that no amendment shall become
effective without prior approval of the stockholders which would increase the
maximum number of shares for which options may be granted in the aggregate under
the Plan. No amendment shall, without the participant's consent, alter or impair
any of the rights or obligations under any option theretofore granted to such
participant under the Plan.

<PAGE>

Exhibit 10.7

BRAUN TECHNOLOGY GROUP, INC.
1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN

(Effective March 3, 1998, and Amended August 31, 1998)

1. Purpose. The Braun Technology Group, Inc. 1998 Employee Long-Term
Stock Investment Plan (the "Plan") is to benefit Braun Technology Group, Inc.
(the "Company") and its subsidiary corporations through the maintenance and
development of its management by offering certain employees of the Company and
its subsidiaries (the "Participants" and/or the "Optionees") an opportunity to
become owners of the Common Stock, no par value, of the Company and is intended
to advance the best interests of the Company by providing such persons with
additional incentive by increasing their proprietary interest in the success of
the Company and its subsidiary corporations.

2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company or by another committee
designated to act by the Board of Directors (the "Committee"), which Committee,
to the extent required by law, shall consist of two (2) or more non-employee
directors, each of whom shall be an "outside director" as defined in Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), to the
extent then required. Meetings shall be held at such times and places as shall
be determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Committee may take any action otherwise proper
under the Plan by the unanimous written consent of its members. No member of the
Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including but not limited
to the exercise of any power or discretion given to him under the Plan, except
those resulting from his own gross negligence or willful misconduct. All
questions of interpretation and application of the Plan, or of options granted
hereunder (the "Options"), shall be subject to the determination, which shall be
final and binding, of a majority of the whole Committee.

3. Options. The stock subject to the Options and other provisions of the
Plan shall be shares of the Company's Common Stock, no par value (the "Stock").
The total amount of the Stock with respect to which Options may be granted under
this Plan shall not exceed the greater of (a) 2,000,000 shares or (b) twenty
percent (20%) of the number of shares of Company Common Stock then issued and
outstanding; provided, that the class and aggregate number of shares of Stock
which may be subject to Options granted hereunder may be subject to adjustment
in accordance with the provisions of Paragraph 16 hereof. Such shares of Stock
may be treasury shares or authorized but unissued shares of Stock. In the event
that any outstanding Option for any reason shall expire or is terminated or
cancelled, the shares of Stock allocable to the unexercised portion of such
Option may again be subject to an Option under the Plan.

4. Authority to Grant Options. The Committee may grant from time to time
to such eligible individuals as set forth in Paragraph 5 an Option or Options to
buy a stated number of shares of Stock under the terms and conditions of the
Plan and the stock option agreement. Options granted under the Plan may, in the
discretion of the Committee, be either incentive stock options as defined in
Section 422 of the Code, or non-qualified stock options. Each stock option
agreement shall specifically state, for each Option granted thereunder, whether
the Option is an incentive stock option or a non-qualified stock option, but any
Option not designated by the Committee as an incentive stock option shall be a
non-qualified stock option. In no event, however, shall both an

1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

incentive stock option and a non-qualified stock option be granted together
under the Plan in such a manner that the exercise of one Option affects the
rights to exercise the other. No Options shall be granted under the Plan
subsequent to March 2, 2007. Except as provided in Paragraph 6, all provisions
of the Plan relating to options apply to both incentive and non-qualified
options. The only Options under the Plan which may be granted are those which
either (i) are granted after adoption of the Plan and are conditioned upon
approval of the Plan by the stockholders of the Company within twelve months of
such adoption or (ii) are granted after both adoption of the Plan and approval
thereof by the stockholders of the Company within twelve (12) months after the
date of such adoption, all as provided in Paragraph 20 hereof. The maximum
number of Options which may be granted to any one Participant (as defined below)
from the Plan is 200,000; provided, that the class and the aforesaid maximum
number of shares may be subject to adjustment in accordance with the provisions
of Paragraph 16 hereof.

5. Eligibility for Stock Options. Except as provided in Paragraph 6(d),
the individuals who shall be eligible to receive Options under the Plan shall be
all employees of the Company and any subsidiary corporation (including
subsidiaries that become such after adoption of the Plan), and any person who is
a party to a written consulting agreement with the Company or any of its
subsidiary corporations, as determined by the Committee (collectively, the
"Participants" and/or Optionees"). For all purposes of the Plan, the term
"subsidiary corporation" shall mean any corporation of which the Company is the
"parent corporation" as that term is defined in Section 424(e) of the Code.

6. Provisions Applicable to Incentive Stock Options. The following
provisions shall apply only to incentive stock options granted under the Plan:

(a) No incentive stock option shall be granted to any employee who, at
the time such Option is granted, owns, within the meaning of
Section 422 of the Code, stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Stock
of the Company or any of its subsidiaries, except that such an
Option may be granted to such an employee if at the time the
Option is granted the option price is at least one hundred ten
percent (110%) of the fair market value of the Stock (determined
in accordance with Paragraph 7) subject to the Option, and the
Option by its terms is not exercisable after the expiration of
five years from the date the Option is granted;

(b) To the extent that the aggregate fair market value of stock with
respect to which incentive stock options (without regard to this
subparagraph) are exercisable for the first time by any individual
during any calendar year (under all plans of the Company and its
subsidiaries) exceeds $100,000.00, such Options shall be treated
as Options which are not incentive stock options. This
subparagraph shall be applied by taking Options into account in
the order in which they were granted. If some but not all Options
granted on any one day are subject to this subparagraph, then such
Options shall be apportioned between incentive stock option and
non-qualified stock option treatment in such manner as the
Committee shall determine. For purposes of this subparagraph, the
fair market value of any Stock shall be determined, in accordance
with Paragraph 7, as of the date the Option with respect to such
Stock is granted.

(c) No incentive stock option granted under the Plan shall be
exercisable any sooner than one year from the date of grant.

(d) Only employees of the Company and its subsidiary corporations
shall be eligible to receive incentive stock options.

1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

7. Option Price; Fair Market Value. The price at which shares of Stock may
be purchased pursuant to an Option shall be not less than the fair market value
of the shares of Stock on the date the Option is granted, and the Committee in
its discretion may provide that the price at which shares may be so purchased
shall be more than such fair market value. For all purposes of this Plan, the
"fair market value" of the Stock shall be (a) until such time as the Stock is
publicly traded, the price as established by the Board of Directors and/or the
Committee; and (b) if the stock is publicly traded, the mean of the highest and
lowest selling prices of the Stock as reported in The Wall Street Journal for
the last trading day before the date as of which such fair market value is to be
determined.

8. Duration of Options. No Option shall be exercisable after the expiration
of ten (10) years from the date such Option is granted. An Option shall expire
immediately following the last day on which such Option is exercisable pursuant
to this Paragraph 8 or any decision of the Committee made pursuant to Paragraph
9 (b).

9. Amount Exercisable.

(a) Subject to Paragraph 6(c), no Option shall be exercisable earlier
than two (2) months from the date of grant.

(b) Subject to Paragraph 9(a), the Committee in its discretion may
provide that an Option shall be exercisable throughout the term of
the Option or during any lesser period of time commencing on or
after two (2) months from the date of grant of the Option and
ending upon or before the expiration of the term. Each Option may
be exercised, so long as it is valid and outstanding, from time to
time in part or as a whole, subject to any limitations with
respect to the number of shares for which the Option may be
exercised at a particular time and to such other conditions as the
Committee in its discretion may specify upon granting the Option.

10. Exercise of Options. Options shall be exercised by the delivery of
written notice to the Company setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with cash, wire
transfer, certified check, bank draft or postal or express money order payable
to the order of the Company (the "Acceptable Funds") for an amount equal to the
Option price of such shares of Stock, or with the prior written consent of the
Committee, by exchanging shares of Stock owned by the Optionee, so long as the
exchanged shares of Stock plus Acceptable Funds paid, if any, have a total fair
market value (determined in accordance with Paragraph 7, as of the date of
exercise) equal to the purchase prices for such shares to be acquired upon
exercise of said Option, and specifying the address to which the certificates
for such shares are to be mailed. Whenever an Option is exercised by exchanging
shares of Stock theretofore owned by the Optionee: (1) no shares of Stock
received upon exercise of that Option thereafter may be exchanged to pay the
Option price for additional shares of Stock within the following six months; and
(2) the Optionee shall deliver to the Company certificates registered in the
name of such Optionee representing a number of shares of Stock legally and
beneficially owned by such Optionee, free of all liens, claims, and encumbrances
of every kind, accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by such certificates, with signature
guaranteed, if required by the Company, by a commercial bank or trust company or
by a brokerage firm having a membership on a registered national stock exchange.
Such notice may be delivered in person to the Secretary of the Company, or may
be sent by mail to the Secretary of the Company, in which case delivery shall be
deemed made on the date such notice is received. As

1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

promptly as practicable after receipt of such written notification and payment,
the Company shall deliver to the Optionee certificates for the number of shares
with respect to which such Option has been so exercised, issued in the
Optionee's name; provided, that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Optionee, at the
address specified pursuant to this Paragraph 10. The delivery of certificates
upon the exercise of Options may, in the discretion of the Committee, be subject
to any reasonable conditions, including, but not limited to (a) payment to the
Company by the person exercising such Option of the amount, determined by the
Company, of any tax liability of the Company (including but not limited to
federal and state income and employment taxes required to be withheld) resulting
from such exercise, or from a sale or other disposition of the stock issued upon
exercise of such Option (or a stock option granted under another plan of the
Company), if such sale or other disposition might be a "disqualifying
disposition" described in Section 422 (a) of the Code and (b) agreement by the
person exercising such Option to provide the Company with such information as
the Company might reasonably request pertaining to such exercise, sale or other
disposition.

11. Transferability of Options. Options shall not be transferable by the
Optionee other than by will or under the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined in the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder. The Committee may grant Options that are transferable without
payment of consideration, to immediate family members of the Optionee or to
trusts or partnerships for such family members.

12. Termination of Employment of Optionee.

(a) Except as may be otherwise expressly provided herein, Options
shall terminate on such date as shall be selected by the Committee
in its discretion and specified in the option agreement. If an
Optionee is an employee of the Company or of a subsidiary
corporation at the time an Option is granted, and, before the date
of expiration of the Option, an employment relationship with
either the Company or a subsidiary is severed, for any reason
(except as otherwise provided for herein), the Option shall
terminate immediately upon severance of the employment
relationship. The Committee shall determine whether authorized
leave of absence, or absence on military or government service,
shall constitute severance of an employment relationship with the
Company or a subsidiary corporation and the Optionee, at the time
thereof. The Committee shall be permitted, in its discretion, to
grant to any employee an Option which is an incentive stock option
or a non-qualified stock option with a provision that the Option
shall continue in full force and effect as a non-qualified stock
option with no modification of the option price, if the person's
status with the Company or its subsidiary changes, but such person
continues as a director or consultant of the Company.

(b) In the event of the Optionee's death or Permanent Disability, the
Option shall remain exercisable by the Optionee to the extent then
exercisable for a period of one (1) year from the date of the
Optionee's death or disability. For all purposes of the Plan, the
term "Permanent Disability" shall mean that the Optionee for a
period of not less than ninety (90) consecutive days (a) is unable
to perform the important duties of his/her own occupation on a
full-time or part-time basis because of injury or sickness; (b)
does not work at all; and (c) is under a Doctor's Care. For
purposes of this definition, "Doctor's

1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

Care" means the regular and personal care of a doctor or
physician (licensed to practice the healing arts and practicing
within the scope of his or her license) that, under prevailing
medical standards, is appropriate for the condition causing the
disability.

13. Requirements of Law. The Company shall not be required to sell or
issue any shares under any Option if the issuance of such shares shall
constitute a violation by the Optionee or the Company of any provisions of any
law or regulation of any governmental authority.

14. No Right as Stockholder. No Optionee shall have rights as a
stockholder with respect to shares covered by any Option until the date of
issuance of a stock certificate for such shares; and, except as otherwise
provided in Paragraph 16 hereof, no adjustment for dividends, or otherwise,
shall be made if the record date thereof is prior to the date of issuance of
such certificate.

15. No Employment or Nomination Obligation. The granting of any Option
shall not impose upon the Company or any subsidiary any obligation to employ or
continue to employ any Optionee or to nominate or continue to nominate an
Optionee for election as a director; and the right of the Company or any
subsidiary to terminate the employment of any employee shall not be diminished
or affected by reason of the fact that an Option has been granted to the
employee.

16. Change in the Company's Capital Structure.

(a) The existence of outstanding Options shall not affect in any way
the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar
character or otherwise.

(b) In any event of any change in the outstanding Stock by reason of a
stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the
like, the Committee shall appropriately adjust the number of
shares of Stock which may be issued under the Plan, the number of
shares of Stock subject to Options theretofore granted under the
Plan, the option price of Options theretofore granted under the
Plan, and any and all other matters deemed appropriate by the
Committee.

17. Termination and Amendment of the Plan.

(a) The Board of Directors and/or the Committee may, without further
action by the stockholders and without receiving further
consideration from the participants, amend this Plan or condition
or modify awards under this Plan in response to changes in
securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with
stock exchange rules or requirements.

1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

Paragraph 16(b), or (ii) extend the term of the Plan. The
termination or any modification or amendment of the Plan, except
as provided in Subparagraph (a), shall not without the consent of
a Participant, affect his or her rights under an award previously
granted to such Participant.

18. Written Agreement. Each Option granted hereunder shall be embodied in
a written agreement, which shall be subject to the terms and conditions
prescribed above and shall be signed by the Participant and by the Chairman of
the Board, the Vice Chairman, the President or any Vice President of the Company
for and in the name and on behalf of the Company. Such an Option shall contain
such other provisions, as the Committee in its discretion shall deem advisable.

19. Indemnification of Committee. The Company shall indemnify each
present and future member of the Committee against, and each member of the
Committee shall be entitled without further act on his part to indemnity from
the Company for, all expenses (including the amount of judgments and the amount
of approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably incurred
by him in connection with or arising out of any action, suit or proceeding in
which he may be involved by reason of his being or having been a member of the
Committee, whether or not he continues to be such member of the Committee at the
time of incurring such expenses; provided, however, that such indemnity shall
not include any expenses incurred by any such member of the Committee (a) in
respect of matters as to which he shall be finally adjudged in any such action,
suit or proceeding to have been guilty of gross negligence or willful misconduct
in the performance of his duty as such member of the Committee, or (b) in
respect of any matter in which any settlement is effected, to an amount in
excess of the amount approved by the Company on the advice of its legal counsel;
and provided further, that no right of indemnification under the provisions set
forth herein shall be available to or enforceable by any such member of the
Committee unless, within sixty (60) days after institution of any such action,
suit or proceeding, he shall have offered the Company, in writing, the
opportunity to handle and defend same at its own expense. The foregoing right
of indemnification shall inure to the benefit of the heirs,\\ executors or
administrators of each such member of the Committee and shall be in addition to
all other rights to which such member of the Committee may be entitled as a
matter of law, contract, or otherwise.

20. Adoption, Approval and Effective Date of Plan. The Plan shall be
considered adopted and shall become effective on the date the Plan is approved
by the Board of Directors of the Company; provided, however, that the Plan and
any grants of Options thereunder, shall be void, if the stockholders of the
Company shall not have approved adoption of the Plan within twelve (12) months
after such effective date.

21. Governing Law. This Plan and all determinations made and actions
taken pursuant hereto shall be governed by the laws of the State of Illinois,
without reference to principles of conflict of laws, and shall be construed
accordingly.

Adopted by Directors on March 3, 1998.

Adoption approved by Shareholders on March 4, 1998.

Amendments adopted by Directors on August 31, 1998 and approved by Shareholders
on September 1, 1998.

1998 EMPLOYEE LONG-TERM STOCK INVESTMENT PLAN
Page 6 of 6

<PAGE>

Exhibit 10.8

BRAUN TECHNOLOGY GROUP, INC.

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN

(Effective October 31, 1998)

1. Purpose. The Braun Technology Group, Inc. 1998 Executive Long-Term
Stock Investment Plan (the "Plan") is to benefit Braun Technology Group, Inc.
(the "Company") and its subsidiary corporations through the maintenance and
development of its management by offering certain employees of the Company and
its subsidiaries (the "Participants" and/or the "Optionees") an opportunity to
become owners of the Common Stock, no par value, of the Company and is intended
to advance the best interests of the Company by providing such persons with
additional incentive by increasing their proprietary interest in the success of
the Company and its subsidiary corporations.

2. Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company or by another committee
designated to act by the Board of Directors (the "Committee"), which Committee,
to the extent required by law, shall consist of two (2) or more non-employee
directors, each of whom shall be an "outside director" as defined in Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), to the
extent then required. Meetings shall be held at such times and places as shall
be determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Committee may take any action otherwise proper
under the Plan by the unanimous written consent of its members. No member of the
Committee shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including but not limited
to the exercise of any power or discretion given to him under the Plan, except
those resulting from his own gross negligence or willful misconduct. All
questions of interpretation and application of the Plan, or of options granted
hereunder (the "Options"), shall be subject to the reasonable determination,
which shall be final and binding, of a majority of the whole Committee.

3. Options. The stock subject to the Options and other provisions of the
Plan shall be shares of the Company's Common Stock, no par value (the "Stock").
The total amount of the Stock with respect to which Options may be granted under
this Plan shall not exceed 600,000 shares; provided, that the class and
aggregate number of shares of Stock which may be subject to Options granted
hereunder may be subject to adjustment in accordance with the provisions of
Paragraph 16 hereof. Such shares of Stock may be treasury shares or authorized
but unissued shares of Stock. In the event that any outstanding Option for any
reason shall expire or is terminated or cancelled, the shares of Stock allocable
to the unexercised portion of such Option may again be subject to an Option
under the Plan.

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

manner that the exercise of one Option affects the rights to exercise the other.
No Options shall be granted under the Plan subsequent to September 30, 2007.
Except as provided in Paragraph 6 or elsewhere in the Plan, all provisions of
the Plan relating to options apply to both incentive and non-qualified options.
The only Options under the Plan which may be granted are those which either (i)
are granted after adoption of the Plan and are conditioned upon approval of the
Plan by the stockholders of the Company within twelve months of such adoption or
(ii) are granted after both adoption of the Plan and approval thereof by the
stockholders of the Company within twelve (12) months after the date of such
adoption, all as provided in Paragraph 20 hereof. The maximum number of Options
which may be granted to any one Participant (as defined below) from the Plan is
400,000; provided, that the class and the aforesaid maximum number of shares may
be subject to adjustment in accordance with the provisions of Paragraph 16
hereof.

6. Provisions Applicable to Incentive Stock Options. The following
provisions shall apply only to incentive stock options granted under the Plan:

(a) No incentive stock option shall be granted to any employee who,
at the time such Option is granted, owns, within the meaning of
Section 422 of the Code, stock possessing more than ten percent
(10%) of the total combined voting power of all classes of Stock
of the Company or any of its subsidiaries, except that such an
Option may be granted to such an employee if at the time the
Option is granted the option price is at least one hundred ten
percent (110%) of the fair market value of the Stock (determined
in accordance with Paragraph 7) subject to the Option, and the
Option by its terms is not exercisable after the expiration of
five years from the date the Option is granted;

(b) To the extent that the aggregate fair market value of stock with
respect to which incentive stock options (without regard to this
subparagraph) are exercisable for the first time by any
individual during any calendar year (under all plans of the
Company and its subsidiaries) exceeds $100,000.00, such Options
shall be treated as Options which are not incentive stock
options. This subparagraph shall be applied by taking Options
into account in the order in which they were granted. If some but
not all Options granted on any one day are subject to this
subparagraph, then such Options shall be apportioned between
incentive stock option and non-qualified stock option treatment
in such manner as the Committee shall determine. For purposes of
this subparagraph, the fair market value of any Stock shall be
determined, in accordance with Paragraph 7, as of the date the
Option with respect to such Stock is granted.

(c) No incentive stock option granted under the Plan shall be
exercisable any sooner than one year from the date of grant,
unless the Optionee acknowledges to the Company that such
exercise will cause the Option to be treated as a non-qualified
stock option under the Code.

(d) Only employees of the Company and its subsidiary corporations
shall be eligible to

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

receive incentive stock options.

9. Amount Exercisable.

(a) Subject to Paragraph 6(c), no Option shall be exercisable earlier
than seven (7) days from the date of grant.

(b) Subject to Paragraph 9(a), the Committee in its discretion may
specify upon granting an Option that the Option shall be
exercisable throughout the term of the Option or during any lesser
period of time commencing on or after seven (7) days from the date
of grant of the Option and ending upon or before the expiration of
the term. Each Option may be exercised, so long as it is valid and
outstanding, from time to time in part or as a whole, subject to
any limitations with respect to the number of shares for which the
Option may be exercised at a particular time and to such other
conditions as the Committee in its discretion may specify upon
granting the Option.

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
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<PAGE>

delivered in person to the Secretary of the Company, or may be sent by mail to
the Secretary of the Company, in which case delivery shall be deemed made on the
date such notice is received. As promptly as practicable after receipt of such
written notification and payment, the Company shall deliver to the Optionee
certificates for the number of shares with respect to which such Option has been
so exercised, issued in the Optionee's name; provided, that such delivery shall
be deemed effected for all purposes when a stock transfer agent of the Company
shall have deposited such certificates in the United States mail, addressed to
the Optionee, at the address specified pursuant to this Paragraph 10. The
delivery of certificates upon the exercise of Options may, in the discretion of
the Committee, be subject to (a) payment to the Company by the person exercising
such Option of the amount, determined by the Company, of any tax liability of
the Optionee that may be imposed upon the Company (including but not limited to
federal and state income and employment taxes required to be withheld) resulting
from such exercise, or from a sale or other disposition of the stock issued upon
exercise of such Option (or a stock option granted under another plan of the
Company), if such sale or other disposition might be a "disqualifying
disposition" described in Section 422 (a) of the Code and (b) agreement by the
person exercising such Option to provide the Company with such information as
the Company might reasonably request pertaining to such exercise, sale or other
disposition.

12. Termination of Employment of Optionee. Except as may be otherwise
expressly provided herein, or in any other written grant of option agreement
between the Company and the Optionee hereunder:

(a) Options shall terminate on such date as shall be selected by the
Committee in its discretion and specified in the option agreement.

(b) If an Optionee is an employee of the Company or of a subsidiary
corporation at the time an Option is granted, and, before the date
of expiration of the Option, an employment relationship with
either the Company or a subsidiary is severed, for any reason
(except as otherwise provided for herein), the Option shall
terminate thirty (30) days immediately following severance of the
employment relationship. The Committee shall determine whether
authorized leave of absence, or absence on military or government
service, shall constitute severance of an employment relationship
with the Company or a subsidiary corporation and the Optionee, at
the time thereof. The Committee shall be permitted, in its
discretion, to grant to any employee an Option which is an
incentive stock option or a non-qualified stock option with a
provision that the Option shall continue in full force and effect
as a non-qualified stock option with no modification of the option
price, if the person's status with the Company or its subsidiary
changes, but such person continues as a director or consultant of
the Company.

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
Page 4 of 7
<PAGE>

exercisable by the Optionee to the extent then exercisable for a
period of one (1) year from the date of the Optionee's death or
disability, or in the case of an incentive stock option, such
shorter period as may be required in order for such option to be
treated as an incentive stock option. For all purposes of the
Plan, the term "Permanent Disability" shall mean that the Optionee
for a period of not less than ninety (90) consecutive days (a) is
unable to perform the important duties of his/her own occupation
on a full-time or part-time basis because of injury or sickness;
(b) does not work at all; and (c) is under a Doctor's Care. For
purposes of this definition, "Doctor's Care" means the regular and
personal care of a doctor or physician (licensed to practice the
healing arts and practicing within the scope of his or her
license) that, under prevailing medical standards, is appropriate
for the condition causing the disability.

13. Requirements of Law. The Company shall not be required to sell or
issue any shares under any Option if the issuance of such shares shall
constitute a violation by the Optionee or the Company of any generally enforced
provisions of any law or regulation of any governmental authority.

16. Change in the Company's Capital Structure.

(b) In any event of any change in the outstanding Stock by reason of a
stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the
like, the Committee shall appropriately and equitably adjust the
number of shares of Stock which may be issued under the Plan, the
number of shares of Stock subject to Options theretofore granted
under the Plan, the option price of Options theretofore granted
under the Plan, and any and all other matters deemed appropriate
by the Committee.

17. Termination and Amendment of the Plan.

(a) Except as otherwise provided in this Plan or in any written grant
of option agreement,

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
Page 5 of 7
<PAGE>

the Board of Directors and/or the Committee may, without further
action by the stockholders and without receiving further
consideration from the participants, amend this Plan or condition
or modify awards under this Plan to the extent necessary to
respond to changes in securities or other laws or rules,
regulations or regulatory interpretations thereof applicable to
this Plan or to comply with stock exchange rules or requirements.

(b) The Board of Directors and/or Committee may at any time and from
time to time terminate or modify or amend the Plan in any respect,
except that without stockholder approval the Board and/or
Committee may not (i) increase the maximum number of shares of
Stock which may be issued under the Plan, other than increases
pursuant to Paragraph 16(b), or (ii) extend the term of the Plan.
The termination or any modification or amendment of the Plan,
except as provided in Subparagraph (a), shall not without the
consent of a Participant, affect his or her rights under an award
previously granted to such Participant.

19. Indemnification of Committee. The Company shall indemnify each present
and future member of the Committee against, and each member of the Committee
shall be entitled without further act on his part to indemnity from the Company
for, all expenses (including the amount of judgments and the amount of approved
settlements made with a view to the curtailment of costs of litigation, other
than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit or proceeding in which he may
be involved by reason of his being or having been a member of the Committee,
whether or not he continues to be such member of the Committee at the time of
incurring such expenses; provided, however, that such indemnity shall not
include any expenses incurred by any such member of the Committee (a) in respect
of matters as to which he shall be finally adjudged in any such action, suit or
proceeding to have been guilty of gross negligence or willful misconduct in the
performance of his duty as such member of the Committee, or (b) in respect of
any matter in which any settlement is effected, to an amount in excess of the
amount approved by the Company on the advice of its legal counsel; and provided
further, that no right of indemnification under the provisions set forth herein
shall be available to or enforceable by any such member of the Committee unless,
within sixty (60) days after institution of any such action, suit or proceeding,
he shall have offered the Company, in writing, the opportunity to handle and
defend same at its own expense. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or administrators of each such
member of the Committee and shall be in addition to all other rights to which
such member of the Committee may be entitled as a matter of law, contract, or
otherwise.

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
Page 6 of 7
<PAGE>

21. Governing Law. This Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Illinois, without
reference to principles of conflict of laws, and shall be construed accordingly.

Adopted by Directors on October 31, 1998.

Adoption approved by Shareholders on December 25, 1998.

1998 EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
Page 7 of 7

<PAGE>

Exhibit 21.1

Subsidiaries of Braun Consulting, Inc.

Name State of Incorporation
- ----- ----------------------

Vertex Partners, Inc. Massachusetts

<PAGE>

Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement 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
May 25, 1999

<PAGE>

<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAY-04-1999
<CASH> 605
<SECURITIES> 0
<RECEIVABLES> 9,898
<ALLOWANCES> 37
<INVENTORY> 0
<CURRENT-ASSETS> 10,933
<PP&E> 3,677
<DEPRECIATION> 1,588
<TOTAL-ASSETS> 13,180
<CURRENT-LIABILITIES> 8,139
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0
0
<COMMON> 448
<OTHER-SE> 4,593
<TOTAL-LIABILITY-AND-EQUITY> 13,180
<SALES> 13,164
<TOTAL-REVENUES> 13,574
<CGS> 7,583
<TOTAL-COSTS> 12,143
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 59
<INCOME-PRETAX> 1,372
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<INCOME-CONTINUING> 1,372
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