LUMINANT WORLDWIDE CORP, S-1/A, 1999-09-07

LUMINANT WORLDWIDE CORP
S-1/A, 1999-09-07
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1999

REGISTRATION NO. 333-80161
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

PRE-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7379 75-2783690
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

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4100 SPRING VALLEY ROAD, SUITE 750
DALLAS, TEXAS 75244
(972) 404-5167
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------

GUILLERMO G. MARMOL
CHIEF EXECUTIVE OFFICER AND PRESIDENT
LUMINANT WORLDWIDE CORPORATION
4100 SPRING VALLEY ROAD, SUITE 750
DALLAS, TEXAS 75244
(972) 404-5167
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------

WITH A COPY TO:

<TABLE>
<S> <C>
JOHN B. WATKINS, ESQUIRE R.W. SMITH, JR., ESQUIRE
WILMER, CUTLER & PICKERING PIPER & MARBURY L.L.P.
2445 M STREET, N.W. 36 SOUTH CHARLES STREET
WASHINGTON, D.C. 20037 BALTIMORE, MARYLAND 21201
(202) 663-6000 (410) 539-2530
</TABLE>

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

APPROXIMATE DATE THE REGISTRANT PROPOSES TO BEGIN SELLING SECURITIES TO THE
PUBLIC: From time to time after the effective date of this registration
statement.

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

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

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, other than securities offered in connection with dividend or interest
reinvestment plans, 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, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED (1) PER SHARE (2) PRICE REGISTRATION FEE (3)
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 14,461,250 $13.00 $190,000,000 $52,820
</TABLE>

(1) Includes a maximum of 1,886,250 shares that may be purchased by the
underwriters to cover over-allotments.

(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933. The proposed maximum
offering price includes amounts attributable to shares that may be purchased
by the underwriters to cover over-allotments.

(3) The Company has previously paid to the Securities and Exchange Commission
the registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
IS TO BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR
UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE ON THE DATE THE SEC, ACTING
UNDER SECTION 8(A), DETERMINES.

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- --------------------------------------------------------------------------------
<PAGE>
Subject to Completion,

Dated September 7, 1999

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>

[LOGO]
5,000,000 SHARES

COMMON STOCK

This is Luminant Worldwide Corporation's initial public offering. We are
offering 5,000,000 shares of common stock.

We expect that the public offering price will be between $15 and $17 per
share.

We have applied to list our common stock on the Nasdaq Stock Market's National
Market System under the symbol "LUMT."

INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
PER
SHARE TOTAL
<S> <C> <C>
Public Offering Price...................................................... $ $
Underwriting Discounts and Commissions..................................... $ $
Proceeds, Before Expenses, to Luminant..................................... $ $
</TABLE>

Luminant has granted the underwriters the right to purchase up to an aggregate
of 750,000 shares to cover any over-allotments, at any time until 30 days
after the date of this prospectus. Luminant may, at the election of a
specified group of its stockholders, assign to these stockholders the right to
sell the over-allotment shares to the underwriters.

DEUTSCHE BANC ALEX. BROWN

HAMBRECHT & QUIST

SOUNDVIEW TECHNOLOGY GROUP
THE DATE OF THIS PROSPECTUS IS , 1999
<PAGE>
[graphics showing:

old, digital business model with the following text:
Under the old digital business model, firms typically provide services in either
strategy consulting, creative solutions or technology solutions.

new, Luminant integrated solution model with the following text:

Under the new digital business model, Luminant provides services and client
focus in all these disciplines.]

THIS PROSPECTUS INCLUDES TRADEMARKS AND TRADE NAMES OF OTHER PARTIES.
<PAGE>
SUMMARY

THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
AND MAY NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU. TO LEARN ABOUT
THIS OFFERING AND OUR BUSINESS YOU SHOULD READ THE ENTIRE PROSPECTUS, INCLUDING
THE HISTORICAL AND PRO FORMA FINANCIAL STATEMENTS AND THE RELATED NOTES
BEGINNING ON PAGE F-1. WE WERE FORMED IN AUGUST 1998 TO ACQUIRE EIGHT INTERNET
AND ELECTRONIC COMMERCE BUSINESSES WITH THE PROCEEDS OF THIS OFFERING. PRIOR TO
THE CLOSING OF THIS OFFERING AND THE SIMULTANEOUS ACQUISITION OF THE EIGHT
COMPANIES, WE HAVE NOT CONDUCTED ANY OPERATIONS. SIMULTANEOUSLY WITH THE
COMPLETION OF THIS OFFERING, WE WILL ACQUIRE EIGHT BUSINESSES IN EXCHANGE FOR
CASH AND SHARES OF OUR COMMON STOCK. WE WILL REFER TO THE EIGHT BUSINESSES WE
ARE ACQUIRING AS THE "COMPANIES" OR THE "EIGHT COMPANIES". IN THIS PROSPECTUS,
WE SPEAK AS IF WE HAVE ALREADY ACQUIRED THESE COMPANIES. UNLESS OTHERWISE
INDICATED:

- ALL REFERENCES TO "LUMINANT WORLDWIDE CORPORATION," "LUMINANT," "US," "WE"
AND "OUR" REFER TO LUMINANT WORLDWIDE CORPORATION AND THE EIGHT BUSINESSES
THAT WE WILL ACQUIRE SIMULTANEOUSLY WITH THE CLOSING OF THIS OFFERING;

- ALL REFERENCES TO OUR COMMON STOCK ALSO INCLUDE OUR NON-VOTING COMMON
STOCK, PAR VALUE $.01 PER SHARE; AND

- THE INFORMATION PRESENTED ASSUMES:

(1) THE UNDERWRITERS' OVERALLOTMENT IS NOT EXERCISED;

(2) THE CLOSING OF THE ACQUISITIONS OF THE EIGHT COMPANIES
SIMULTANEOUSLY WITH THE CLOSING OF THIS OFFERING; AND

(3) THE COMPLETION OF A 16,653-FOR-ONE STOCK SPLIT.

LUMINANT WORLDWIDE CORPORATION

OUR BUSINESS

We provide professional services to Fortune 500 companies, Internet and
electronic commerce-based companies and other organizations which use or want to
use the Internet and electronic commerce in their business. We provide the
following Internet and electronic commerce professional services:

- strategy consulting, which helps clients understand how to use the
Internet and electronic commerce to operate their businesses more
competitively and interact with their customers and suppliers more
effectively;

- creative solutions, which involve web site designing, creating marketing
programs for attracting customers to web sites, and developing a web site
"look and feel" that projects a client's identity and serves a client's
business goals;

- technology solutions, which involve the actual building and installation
of Internet and electronic commerce software applications, including web
sites and interfaces to mainframes and existing systems; and

- ongoing services, which are continuing services we provide that support
and complement our clients' Internet and electronic commerce businesses,
such as ongoing Internet site management.

3
<PAGE>

We perform services for more than 100 clients diversified across many
industries, including technology, financial, retailing, media and
communications. We also work with companies that do business primarily over the
Internet. As of August 15, 1999, our 689 employees were located throughout the
United States in 17 different states. On a pro forma combined basis, we had
$54.8 million of revenues for the year ended December 31, 1998 and $41.4 million
of revenues for the six months ended June 30, 1999. As of June 30, 1999, the
total retained deficit of Luminant and the eight companies was $19.0 million,
without considering any pro forma adjustments.

OUR MARKET OPPORTUNITY

The Internet is continuing to develop as an interactive platform through
which companies market, operate and manage their businesses and conduct
transactions. The explosive growth of the Internet and its potential to create
new opportunities and pose fundamental threats to the competitive positions of
traditional businesses present enormous challenges for the managers of
companies. This is leading to the rapid growth of, and demand for, professional
services relating to the Internet and electronic commerce.

The need for organizations to quickly and effectively act has led to the
demand for coordinated strategic, creative and technology solutions. Many
traditional professional services firms can typically provide expert services in
strategy consulting, creative solutions or technology solutions. The need to
integrate these disciplines exceeds the capabilities of most traditional service
firms, however, especially given the rapid time frames needed for developing
Internet and electronic commerce businesses. As a result, we believe there is
great demand for professional services firms that can effectively and timely
provide integrated services and client focus in all three disciplines.

OUR STRATEGY

We intend to expand our position as a leading provider of Internet and
electronic commerce professional services to Fortune 500 companies,
Internet-based companies and other organizations. Our strategy for achieving
this objective is to:

- Leverage our three main practice areas;

- Expand long-term client relationships;

- Operate as a single, fully-integrated firm;

- Maintain leading edge professional capabilities and technologies;

- Expand our breadth of services and geographic scope; and

- Provide ongoing services.

OUR OFFICES AND HISTORY

We have leased offices located in:

- Atlanta, Georgia

- Chicago, Illinois

- Dallas, Texas

- Houston, Texas

- Herndon, Virginia

- Larchmont, New York

- New York, New York

- San Francisco, California
- Seattle, Washington

Our principal business office is currently located at 4100 Spring Valley Road,
Suite 750, Dallas, Texas 75244, and our telephone number is 972-404-5167. We
were incorporated in Delaware on August 21, 1998.

4
<PAGE>
THE OFFERING

The following table presents a summary of this offering. Following this
offering and the acquisition of the eight companies, there will be outstanding
options to purchase 6,998,316 shares of common stock, including options to
purchase 3,452,523 shares that will be exercisable immediately following this
offering and the acquisition of the eight companies.

<TABLE>
<S> <C>
Stock offered by Luminant.................... 5,000,000 shares of common stock, assuming
the underwriters do not exercise their over-
allotment option, or 5,750,000 shares of
common stock, assuming the underwriters
exercise their over-allotment option in full
and purchase all of the shares from Luminant.
Stock offered by the selling stockholders.... 750,000 shares, assuming the underwriters
exercise their over-allotment option in full
and the selling stockholders elect to sell
the shares.
Stock outstanding after this offering........ 23,544,837 shares of common stock, assuming
the underwriters do not exercise their over-
allotment option; or 24,294,837 shares,
assuming the underwriters exercise their
over-allotment option in full and purchase
all of the shares from Luminant.
Use of proceeds.............................. We will use the proceeds of this offering to
pay the cash portion of the purchase prices
payable in the acquisitions of eight
companies, repay indebtedness and for general
corporate purposes, including working
capital, as well as future acquisitions.
Luminant will not receive any proceeds from
the sale of shares of common stock by selling
stockholders to the extent they sell shares
upon exercise of the underwriters'
over-allotment option.
Nasdaq symbol................................ "LUMT"
Dividend policy.............................. We do not anticipate paying dividends on our
common stock.
</TABLE>

Of the 5,000,000 shares of common stock registered in this offering, the
underwriters have reserved up to 937,500 shares for sale to Young & Rubicam,
Inc., or Young & Rubicam, the owner of one of the eight companies we will
acquire, at the initial public offering price. The number of shares of our
common stock available for sale to the general public will be reduced by the
amount of reserved shares purchased by Young & Rubicam.

5
<PAGE>
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

We were incorporated in August 1998 and have not conducted any operations as
yet, except for negotiating and documenting the acquisitions of the eight
companies we will acquire simultaneously with the closing of this offering,
preparing this prospectus and the related documents for this offering and
developing our management team and corporate structure. Each of our eight
companies has been operating for at least 18 months. We present below our
summary unaudited pro forma combined financial data based on historical data for
the year ended December 31, 1998 and the six months ended June 30, 1998 and
1999, considering our combined historical results and those of the companies we
will acquire. We also present below the unaudited pro forma combined balance
sheet data as of June 30, 1999 based on historical data and as adjusted for the
eight acquisitions and this offering. The unaudited pro forma combined statement
of operations data for the year ended December 31, 1998 and the six months ended
June 30, 1998 and 1999 assume that the eight acquisitions and this offering were
closed on January 1, 1998. The unaudited pro forma combined balance sheet data
assume that the eight acquisitions and this offering were closed on June 30,
1999.

The unaudited summary pro forma financial data do not necessarily indicate
the operating results or financial position that would have resulted from our
operation on a combined basis during the period presented, nor do these
unaudited pro forma data necessarily represent any future operating results or
financial position. In addition to these unaudited summary pro forma combined
financial data, you should also refer to the more complete financial information
included elsewhere in this prospectus, including more complete historical
results for the eight companies that we will acquire and our unaudited pro forma
combined financial statements and the accompanying notes.

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
YEAR ENDED ----------------------------
DECEMBER 31, 1998 1998 1999
-------------------- ------------- -------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
UNAUDITED PRO FORMA COMBINED
STATEMENT OF OPERATIONS DATA:
Revenues................................................ $ 54,846 $ 24,741 $ 41,437
Cost of services(1)..................................... 36,298 17,396 24,741
----------- ------------- -------------
Gross profit............................................ 18,548 7,345 16,696
Selling, general and administrative expenses(1)(2)...... 26,014 11,966 16,115
Equity based compensation expense(3).................... 4,355 3,604 3,488
Intangibles amortization(4)............................. 95,760 47,880 47,855
----------- ------------- -------------
Loss from operations.................................... (107,581) (56,105) (50,762)
Interest and other income, net.......................... (33) (305) (440)
----------- ------------- -------------
Loss before income taxes................................ (107,614) (56,410) (51,202)
Income taxes(5)......................................... -- -- --
----------- ------------- -------------
Loss before nonrecurring charges(3)..................... $ (107,614) $ (56,410) $ (51,202)
----------- ------------- -------------
----------- ------------- -------------
Loss before nonrecurring charges per share(3)........... $ (4.57) $ (2.40) $ (2.17)
Shares used in computing pro forma loss before
nonrecurring charges per share(6)(3).................. 23,544,837 23,544,837 23,544,837
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1999
---------------------------
PRO FORMA PRO FORMA
COMBINED AS ADJUSTED(7)
----------- --------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
UNAUDITED PRO FORMA COMBINED
BALANCE SHEET DATA:
Cash and cash equivalents.......................................................... $ 1,771 $ 15,439
Working capital (deficit).......................................................... (51,930 (8) 16,055
Total assets....................................................................... 315,527 322,953
Long-term debt, net of current maturities.......................................... 1,468 1,468
Stockholders' equity............................................................... 236,766 304,751
</TABLE>

6
<PAGE>
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(1) Excludes compensation expense related to issuances of equity and equity
appreciation rights of four of our companies. Compensation expense was
reduced by $1.9 million for the year ended December 31, 1998, and $9.7
million for the six months ended June 30, 1999.

(2) Includes adjustments to increase expenses related to additional compensation
expense to our new corporate management and the estimated incremental costs
associated with being a public company. Selling, general and administrative
expense was increased by $5.5 million for the year ended December 31, 1998,
$2.7 million for the six months ended June 30, 1998 and $2.7 million for the
six months ended June 30, 1999.

(3) Consists of compensation expense related to shares of common stock issued to
the management of Luminant at less than fair market value and equity based
compensation of Align Solutions Corp., or Align, the accounting acquiror.
Upon consummation of our initial acquisitions, we will record an additional
stock compensation charge of $9.6 million (after reduction for $1.0 million
of consideration paid) related to 663,002 shares issued to management and
non-employee directors of Luminant. We will record goodwill on the
additional 252,898 shares issued to management of Luminant as these shares
were issued for services related to the acquisitions.

(4) Consists of amortization over a three-year period of $262.6 million of
goodwill and $23.1 million of other intangible assets to be recorded as a
result of the acquisitions of the eight companies and the granting of
options. The amortization is computed on the basis described in the notes to
the unaudited pro forma combined financial statements. No amounts have been
included for contingent consideration that may be payable to the former
owners of our eight companies. None of this contingent consideration is
expected to be compensatory.

(5) We have not demonstrated that we will generate future taxable income;
therefore, a net deferred tax asset for the pro forma loss before income
taxes has not been recognized.

(6) Includes:

- 16,713,037 shares of common stock we will issue to the former owners of
the eight companies we are acquiring;

- 1,831,800 shares issued to our initial stockholder and an executive
officer; and

- 5,000,000 shares sold in this offering.

(7) Adjusted to reflect the sale of the 5,000,000 shares of common stock offered
by this prospectus at an assumed initial public offering price of $16.00 per
share and the application of the estimated net proceeds of this offering.
See "Use of Proceeds."

(8) Includes the effect of liabilities in the amount of $53.1 million payable to
the former owners of the eight companies for the acquisition of common
equity, for other equity securities and the repayment of shareholder debt of
a company, representing the cash portion of the initial purchase prices to
be paid from a portion of the net proceeds of this offering.

7
<PAGE>
RISK FACTORS

YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISKS AND THE OTHER INFORMATION
IN THIS PROSPECTUS BEFORE YOU DECIDE TO BUY OUR COMMON STOCK. AN INVESTMENT IN
OUR COMMON STOCK INVOLVES RISK. THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

SOME OF OUR COMPANIES HAVE A HISTORY OF OPERATING LOSSES. IF THESE LOSSES
CONTINUE, WE MAY NOT BE PROFITABLE IN THE FUTURE.

If we do not consistently generate higher revenues, we may not be profitable
in the future. Our companies incurred historical combined net losses of
approximately $5.7 million for the year ended December 31, 1998 and $15.5
million for the six months ended June 30, 1999. After this offering and closing
of the acquisitions, we will have significantly increased expenses compared to
those of the individual companies. We expect to incur increasing sales and
marketing, infrastructure development and general and administrative expenses
until we have integrated the companies. As a result, we will need to generate
substantially higher revenues to achieve profitability. Even if we do achieve
profitability, we may not be able to sustain or increase it in the future. See
"Summary Unaudited Pro Forma Combined Financial Data," "Selected Historical
Financial Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE EACH OF THE COMPANIES WE ACQUIRE, OUR
FINANCIAL RESULTS WILL SUFFER.

We will combine eight independent Internet and electronic commerce
professional services providers into a single company. Our future profitability
will depend heavily on our ability to integrate the operations and management of
our eight companies. Failure to successfully integrate any of the companies we
acquire may cause significant operating inefficiencies and adversely affect our
profitability. Our professional services providers have generally not worked
together before and in some cases have previously served the same clients and
provided duplicative services and may have competed against each other. To the
extent our companies have competed with each other in the past, we will need to,
but may not be able to, redeploy our resources. To the extent we cannot
effectively redeploy our resources, our revenues may suffer. We plan to spend
substantial resources to integrate these businesses. In particular, to
successfully integrate our newly acquired companies, we must:

- install and standardize adequate operational, financial and control
systems;

- deploy common equipment and telecommunications facilities;

- implement and integrate new and existing marketing and sales efforts; and

- create a unified brand identity.

We have no current plans or agreements to acquire any specific companies or
businesses other than the eight businesses to be acquired in connection with
this offering. If we acquire additional companies in the future as expected,
however, we will face integration risks similar to those described above.

In addition, during our beginning stage of development and operation, we may
encounter expenses and difficulties that we may not expect or are beyond our
control. We may not be able to achieve or maintain profitability for any of the
companies we are acquiring or for ourselves as a whole.

8
<PAGE>
OUR ISSUANCE OF SHARES TO THE FORMER OWNERS OF THE EIGHT COMPANIES MAY BE
INTEGRATED WITH THE OFFERING OF SHARES TO THE PUBLIC, AND MAY GIVE THOSE FORMER
OWNERS A RIGHT TO RESCIND THE SALE OF THOSE SHARES.

We believe that the offer and sale of common stock to the owners of the
eight companies should not be integrated with the offer and sale of the common
stock to the public under this prospectus and qualifies for a private placement
exemption. The owners of the eight companies who received shares of our common
stock as part of the acquisition were provided an opportunity, which each of
them waived, to rescind or terminate their obligations under the acquisition
agreements and each subsequently entered into agreements under which they agreed
(1) to release and not to pursue any rescission or other claims which might be
available, and (2) to recontribute to us any consideration or other proceeds
that they might receive based on a rescission or other claim.

We cannot assure you that the former owners of the companies would not be
successful in arguing that the offering of shares of common stock to them should
be integrated with the public offering pursuant to this prospectus or that their
agreement not to pursue any rescission or other claims or to recontribute the
proceeds of any rescission or other claims to us will be enforceable under
applicable law. Section 14 of the Securities Act provides that any provision
requiring any person acquiring securities to waive compliance with the
securities laws is void. We believe that the agreement by the former owners of
the eight companies to release and not to pursue any rescission or other claims
and to recontribute proceeds from any rescission or other claims should be
enforceable and not in violation of Section 14 because the former owners entered
into the agreement with knowledge of the existence of their potential rescission
and other claims after those potential claims had matured by virtue of their
execution of the amended acquisition agreement.

We intend to vigorously defend any rescission or other claim by the owners
of the eight companies and will challenge any claim that the release and
recontribution agreements entered into by the former owners are not valid and
binding. Nevertheless, it is possible that a claim could be made by one or more
of the former owners, and if a court were to hold that (1) the private placement
exemption is not available for the sale of common stock to the former owners of
the eight companies, (2) the former owners of the eight companies are entitled
to rescission rights, and (3) the release and recontribution agreements are not
enforceable, we could be forced to return shares of the acquired companies to
the claiming former owners or make significant monetary payments to the former
owners. Such claims, if successful, could

9
<PAGE>

significantly exceed our cash reserves and require us to borrow funds and would
materially and adversely affect our results of operations and financial
condition.

WE MAY NOT BE ABLE TO HIRE, TRAIN AND RETAIN SKILLED EMPLOYEES, WHICH COULD
IMPEDE OUR ABILITY TO COMPETE SUCCESSFULLY.

As a services company, our future profitability and growth depends in large
part on our ability to hire, train and retain skilled consulting, creative,
technical and other professionals. If we cannot hire, train and retain a
sufficient number of qualified employees, we may not be able to adequately staff
projects, our expenses could increase and we may be unable to expand our
business as quickly as we would like. Skilled personnel are in short supply and
competition for these people is intense. In addition, to maintain our
competitive position and to grow our business, we must make sure our employees
maintain and develop their technical expertise and business skills to satisfy
the increasingly sophisticated needs of our clients. This process could be time
consuming and expensive and may not be successful.

We plan to grant stock options to attract and retain qualified employees.
The trading price of our stock after this offering will affect the incentive
value of these stock options. We cannot determine whether prospective employees
will consider our stock options a valuable incentive. If they do not, we may
face more difficulty and expense in hiring qualified personnel.

WE DEPEND ON THE SERVICES OF OUR SENIOR MANAGEMENT AND OTHER KEY PERSONNEL. THE
LOSS OF SENIOR MANAGERS OR OTHER KEY PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.

The loss of management personnel, other key personnel or client
relationships could seriously harm our business and adversely affect our growth.
We believe that our ability to effectively serve our clients and expand our
business in the future will depend on our continued employment of senior
management and key strategic, creative and technical personnel. Competition for
qualified management personnel and other key personnel is intense. In addition,
personal relationships are critical in obtaining and maintaining client
engagements in our industry. Our personnel could join with a competitor or start
a new business and compete with us, which may result in the loss of client
relationships or business opportunities.

WE INTEND TO RECEIVE THE PROCEEDS OF THIS OFFERING BEFORE MAKING A PRELIMINARY
BUSINESS STRATEGY.

Luminant has not yet prepared a preliminary, quantified business plan which
indentifies the specific working capital needs and other corporate purposes to
which the net proceeds of this offering will be allocated. We inted to close
this offering and receive the proceeds of this offering before making a
preliminary business strategy. See "Use of Proceeds" for a more detailed
description of how management intends to apply the proceeds of this offering.

IF WE HAVE TO PAY ADDITIONAL CONSIDERATION TO THE FORMER OWNERS OF OUR
PROFESSIONAL SERVICES PROVIDERS, YOUR INVESTMENT IN US MAY BE DILUTED.

We have agreed to pay the former owners of our professional services
providers additional consideration upon satisfaction of certain financial and
operational conditions. Payment of these obligations in cash may substantially
deplete our cash reserves or require us to borrow funds. Payment of these
obligations in our common stock will dilute the value of your investment in us.
Regardless of the form of payment, the additional consideration will create
additional goodwill and increase the related amortization expense. We cannot
predict the amount of additional consideration that we will have to pay to the
former owners of our eight companies, although the total amount of this
additional consideration will not exceed $193.2 million. For a more detailed
discussion of these contingent consideration arrangements, see "About Luminant
Worldwide Corporation."

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OUR REVENUES ARE DIFFICULT TO PREDICT AND WE MAY NOT BE ABLE TO REDUCE EXPENSES
IF REVENUES DECLINE.

Our operating expenses are relatively fixed and we incur costs based on our
expectation of future revenues. We generally cannot reduce our expenses on short
notice to compensate for unanticipated variations in the number or size of
engagements in progress. As a result, our failure to accurately predict our
revenues may result in unnecessary expenses and adversely affect our
profitability and financial condition.

Most of our client engagements are under short-term contracts. If a client
defers, modifies or cancels an engagement or chooses not to retain us for
additional phases of a project, we may not be able to rapidly redeploy our
employees or other resources to other engagements. Under these engagements, the
client can generally reduce the scope of or cancel our services without penalty
and with little or no notice. A number of factors unrelated to our work product
or the progress of the project, such as general business conditions or the
client's financial state, could cause cancellations or delays.

WE MAY LOSE MONEY ON FIXED FEE CONTRACTS IF WE MISCALCULATE THE RESOURCES
REQUIRED TO COMPLETE A PROJECT.

We have generally entered into contracts with our clients on a fixed-fee,
fixed timeframe basis. A miscalculation of the resources or time needed to
complete fixed-fee engagements could substantially reduce our profitability. The
risk of these miscalculations for us is high because we work with complex
technologies in compressed time frames.

UNDERUTILIZATION OF OUR EMPLOYEE RESOURCES MAY ALSO ADVERSELY AFFECT OUR
OPERATING REVENUES.

We generally establish our personnel levels based on our expectations of
client demand. If we hire more employees than our engagements require, or if we
are unable to effectively redeploy our employees from project to project, our
operating margins may decline and we may suffer losses. We have hired a large
number of administrative and support personnel to support our anticipated
growth. These personnel costs and expenses constitute the substantial majority
of our operating expenses.

WE MAY NOT SUCCESSFULLY DEVELOP BRAND AWARENESS OF OUR SERVICES, AND OUR BRAND
REPUTATION MAY DEPEND UPON THE SUCCESS OR FAILURE OF OUR CLIENTS.

Developing and maintaining widespread awareness of the "Luminant Worldwide
Corporation" brand name is an important element of our business strategy. If we
do not successfully promote and maintain our brand name without significant
expense, our operating margins and growth may decline. We plan to increase our
marketing expenses to promote our brand name, which may reduce our operating
margins. In addition, our brand name will replace the current brand names of our
eight companies, which may disrupt our business and adversely affect our
revenues and profitability. The public may closely associate our brand with the
business success or failure of some of our high-profile clients, many of whom
are pursuing unproven business models in competitive markets. As a result, the
failure or difficulties of one or more of our high-profile clients may damage
our brand name.

OUR LACK OF COMBINED OPERATING HISTORY MAKES IT DIFFICULT TO PREDICT HOW THE
COMBINED OPERATIONS OF OUR EIGHT COMPANIES WILL PERFORM IN THE FUTURE.

We have no combined operating history upon which you can evaluate our
business and prospects. We will combine the operations of eight businesses into
a new company, and we may not be able to achieve or maintain profitability of
any of our businesses or overall. The pro forma financial information included
in this prospectus is based on the separate pre-acquisition financial
information of the eight companies. As a result, our historical results of
operations and

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pro forma financial information may not give you an accurate indication of our
future results of operations or prospects. In addition, companies like us in an
early stage of development frequently encounter risks, expenses and difficulties
associated with starting a new business, many of which may be unexpected or
beyond our control.

OUR PROFITABILITY MAY SUFFER IF SEASONAL FACTORS CAUSE OUR REVENUES TO FLUCTUATE
AND WE ARE NOT ABLE TO ADJUST OUR EXPENSES ACCORDINGLY.

Our industry is affected by seasonal factors. Our revenues and income are
generally higher in the first and second calendar quarters, and lower during the
third and fourth calendar quarters as a result of the summer and end-of-year
holiday seasons. As a result of these factors, we believe that period-to-period
comparisons of our results of operations will not reliably indicate our future
performance. It is likely that in some future quarter or quarters our operating
results will be below the expectations of public market analysts or investors.
These shortfalls may significantly affect the market price of our common stock.

Several other factors may cause our revenues and operating results to vary
from quarter-to-quarter, including:

- the number, size and type of client engagements we commence and complete
during a quarter;

- modification or termination of material contracts;

- the amount and timing of expenditures by our clients for Internet and
electronic commerce professional services;

- our ability to adequately staff our projects and effectively utilize our
employees;

- the fixed personnel and other costs we incur in advance of the quarter;

- the number, type, timing and costs of acquisitions completed during a
quarter;

- our ability to manage costs, including personnel costs and support
services costs; and

- our introduction of new services.

WE MAY INCUR UNEXPECTED OR UNQUANTIFIABLE LIABILITIES AND EXPENSES ARISING FROM
THE OPERATION OF A COMPANY BEFORE WE ACQUIRED IT.

When we acquire companies, we may acquire liabilities and expenses that we
did not know about at the time we negotiated these acquisitions. We may also
acquire contingent liabilities that become realized, or liabilities that prove
to be larger than anticipated. Because our recourse against the former owners of
the companies for these liabilities is limited as described below, the
realization of any of these liabilities may increase our expenses and reduce our
cash reserves.

THE INDEMNIFICATION PROVISIONS OF THE ACQUISITION AGREEMENTS MAY NOT FULLY
PROTECT US AND MAY RESULT IN UNEXPECTED LIABILITIES.

Some of the former owners of the eight companies will be required to
indemnify us against liabilities related to the operation of their company
before we acquired it. The acquisition agreements include provisions for the
indemnification of Luminant by the former owners of each company for breaches of
their representations and warranties in the acquisition agreements, and
inaccuracy of the information provided by them for use in this prospectus. These
indemnities limit the liability of each former owner to the total amount of the
purchase price, including contingent consideration, that each former owner
receives. The liability of the former owners is also subject to a deductible
equal to one percent of the aggregate purchase price, excluding contingent
consideration, paid to the former owners. Additionally, in some cases these
former

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owners may not have the financial ability to meet their indemnification
responsibilities. We have also agreed to indemnify the former owners of each
company for liabilities arising out of breaches of each other party's
representations and warranties, and inaccuracy of information provided by any
other party for use in this prospectus and other matters traditionally covered
under the indemnification terms of similar contracts. There is no assurance that
any party will meet its obligations to indemnify any other party. In addition,
the Securities and Exchange Commission's position is that indemnification for
securities law violations is against public policy.

WE INTEND TO EXPAND OUR BUSINESS ABROAD. INTERNATIONAL EXPANSION COULD RESULT IN
FINANCIAL LOSSES DUE TO SEVERAL FACTORS, INCLUDING FAILURE TO COMPLY WITH
FOREIGN REGULATORY REQUIREMENTS, CHANGES IN FOREIGN ECONOMIC CONDITIONS AND
FLUCTUATIONS IN FOREIGN CURRENCIES.

We intend to expand our business by providing Internet and electronic
commerce professional services to companies operating outside of the United
States. An inability to successfully establish and expand our international
operations could seriously harm our growth and place us at a competitive
disadvantage. We intend to acquire existing companies and open offices in
foreign markets and otherwise market our business abroad. We may be unable to
successfully market, sell, deliver and support our services internationally. In
addition to other risks described in this section, international expansion poses
additional risks, including:

- intense competition for qualified personnel outside of the United States;

- international legal and regulatory requirements;

- problems in collecting accounts receivable and longer payment cycles;

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

- higher marketing costs;

- fluctuations in currency exchange rates;

- restrictions on the import and export of certain technologies;

- reduced protection for intellectual property rights in some countries;

- potentially adverse tax consequences; and

- increases in tariffs, duties, price controls, restrictions on foreign
currencies and other trade barriers.

WE PROVIDE SERVICES THAT ARE OFTEN CRITICAL TO OUR CUSTOMERS' BUSINESSES; ANY
DEFECTS IN OUR SERVICES COULD EXPOSE US TO SIGNIFICANT LIABILITY.

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

- delayed or lost client revenues;

- rendering additional services to a client at no charge;

- negative publicity regarding us and our services; and

- claims for substantial damages against us, regardless of fault.

The successful assertion of a large claim against us could seriously harm
our business, financial condition and operating results. Our contracts generally
limit our damages arising from negligent acts, errors, mistakes or omissions in
rendering services to our clients. However, we cannot be sure that these
contractual provisions will protect us from liability for damages in the event
we are sued. Our general liability insurance coverage may not cover one or more
large

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claims, or the insurer may disclaim coverage as to any future claim. In
addition, our general liability insurance coverage may not continue to be
available on reasonable terms or at all.

OUR FAILURE TO PROTECT OR MAINTAIN OUR INTELLECTUAL PROPERTY RIGHTS COULD COST
US MONEY, PLACE US AT A COMPETITIVE DISADVANTAGE AND RESULT IN LOSS OF REVENUE
AND HIGHER EXPENSES.

The steps we have taken to protect our proprietary intellectual property
rights may not prevent or deter someone else from using or claiming rights to
our intellectual property. Third party infringement or misappropriation of our
trade secrets, copyrights, trademarks or other proprietary information could
seriously harm our business. We also cannot assure you that we will be able to
prevent the unauthorized disclosure or use of our proprietary knowledge,
practices and procedures if our senior managers or other key personnel leave us.
In addition, although we believe that our proprietary rights do not infringe on
the intellectual property rights of others, other parties may claim that we have
violated their intellectual property rights. These claims, even if not true,
could result in significant legal and other costs and may distract our
management.

OUR MANAGEMENT HAS BROAD DISCRETION OVER THE USE OF PROCEEDS FROM THIS OFFERING.

Our management has significant flexibility in using the net proceeds we
receive from this offering remaining after payment of the aggregate purchase
price for the eight companies we will acquire. You cannot determine the
propriety of management's use of the proceeds from this offering because the
proceeds are not required to be allocated to any specific investment or
transaction. See "Use of Proceeds" for a more detailed description of how
management intends to apply the proceeds of this offering.

WE SOMETIMES AGREE NOT TO PERFORM SERVICES FOR OUR CLIENTS' COMPETITORS WHICH
COULD REDUCE THE NUMBER OF OUR PROSPECTIVE CLIENTS.

Many of the engagements we perform for clients are competitively sensitive.
As a result, we sometimes agree not to perform services for our clients'
competitors or in a particular field for limited periods of time. For example,
Multimedia Resources, LLC, or Multimedia, has entered into (1) an agreement with
MasterCard International Incorporated, or MasterCard International, which
prohibits Multimedia from accepting assignments or conducting work for
competitors of MasterCard International and (2) an agreement with Societe
Europrenne des Satellites S.A. which prohibits Multimedia from providing
consulting services to competing satellite-based network companies. Similarly,
InterActive8, Inc., or InterActive8, has entered into (1) an agreement with BFC,
Inc. (dba GetSmart.com) which prohibits InterActive8 from providing consulting
services to any other competitive mortgage, debt consolidation, credit card or
auto financing search sites that provide access to multiple lenders and (2) an
agreement with Mars, Incorporated, or Mars, which prohibits InterActive8 from
providing web site development services to companies that compete with the
confectionery, pet care and rice/sauces divisions of Mars that engaged
Interactive8 for the provision of services. We may enter into similar agreements
in the future. These agreements could preclude or reduce opportunities from
prospective clients and reinforce the importance of our client selection.

IF OUR CASH FROM OPERATIONS IS NOT SUFFICIENT TO MEET OUR NEEDS, WE MAY NEED TO
OBTAIN ADDITIONAL FINANCING IN THE FUTURE IN ORDER TO ACQUIRE ADDITIONAL
COMPANIES OR TO MEET OUR WORKING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS.

We cannot be certain that we will be able to obtain additional financing on
favorable terms, if at all, which could adversely affect our ability to continue
operations. We expect that the net proceeds from this offering, after paying the
cash portion of the purchase price for our companies, will meet our working
capital and capital expenditure needs for at least the next 12 months. After
that, we may need to raise additional funds. Our lack of combined operating
history makes it difficult to

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predict whether our future financial condition, revenues and profitability will
be sufficient to obtain financing on reasonable terms or at all. If we need
additional capital and cannot raise it on acceptable terms, we may not be able
to acquire additional companies, open or expand offices in the United States and
abroad, make capital expenditures, hire and train additional personnel or
otherwise expand our business.

A SIGNIFICANT PORTION OF OUR ASSETS ARE INTANGIBLE. WE MUST AMORTIZE OUR
INTANGIBLE ASSETS OVER A FIXED PERIOD EVEN IF WE NEVER REALIZE THEIR FULL VALUE.
THE AMORTIZATION CHARGES WE INCUR IN EACH PERIOD WILL REDUCE OUR NET INCOME.

The acquisition of our companies simultaneously with the closing of this
offering will create significant goodwill on our financial statements. We will
amortize this goodwill over a period of three years, which will negatively
affect our operating results in those periods. At June 30, 1999, after giving
pro forma effect to the acquisition of our companies, we would have had goodwill
net of accumulated amortization of approximately $262.6 million. We have agreed
to pay the former owners of our companies additional consideration if specified
conditions are met, payable in the form of cash and/or stock. Regardless of the
form of payment, any additional consideration will create additional goodwill
and increase the related amortization expense.

WE MAY EXPERIENCE PROBLEMS RELATED TO THE YEAR 2000 ISSUE THAT COULD ADVERSELY
AFFECT OUR BUSINESS.

Many currently installed computer systems and software products are coded to
accept only two-digit year entries in the date code field. Consequently, on
January 1, 2000, many of these systems could fail or malfunction because they
may not be able to distinguish 21st century dates from 20th century dates.
Although we believe that our principal internal systems are Year 2000 compliant,
some systems are not yet certified. We have relied on representations in the
acquisition agreements for each of our eight companies for much of our
assessment of our Year 2000 readiness. Because we depend substantially upon the
proper functioning of our computer systems, a failure of our systems to
correctly recognize dates beyond December 31, 1999 could materially disrupt our
operations and seriously harm our ability to compete.

The Year 2000 problem could also adversely affect our business by causing
the systems of our clients, potential clients, vendors or other business
partners to fail. The Year 2000 problem could result in systemic failures or
miscalculations. The Year 2000 problem may also affect third parties that
license software products which we incorporate into the business systems that we
create for our clients. We generally discuss Year 2000 issues with these
suppliers and sometimes perform internal testing on their products, but we
cannot guarantee that the software licensed by these suppliers is Year 2000
compliant. Any failure on our part to provide Year 2000 compliant systems 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. For information on our efforts to handle the Year 2000 issue, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Readiness Disclosure Statement."

PREPARATION FOR OR CORRECTION OF YEAR 2000 PROBLEMS COULD CAUSE CLIENTS TO DEFER
OR REDUCE DEMAND FOR OUR SERVICES.

Our clients and prospective clients may have to devote considerable time and
resources in preparing for or correcting problems related to the Year 2000
issue. The demands posed by these Year 2000 problems may reduce the time and
resources clients have to devote to the projects and services we offer and may
reduce demand for our services.

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THE SALE OR AVAILABILITY FOR SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK AFTER
THIS OFFERING COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of common stock after this offering
could adversely affect the market price of our common stock. A reduction in the
price of our common stock could reduce the value of your investment in us,
impair our ability to raise capital through the sale of additional equity
securities or our ability to use shares as a currency to make acquisitions. For
a description of the shares of our common stock that will be available for sale
following this offering, see "Shares Eligible for Future Sale."

Upon completion of this offering and the simultaneous acquisition of the
eight companies, 23,544,837 shares of our common stock will be outstanding. The
5,000,000 shares sold in this offering will be freely tradeable without
restriction or further registration under the Securities Act, unless acquired by
an "affiliate" of Luminant, as defined in Rule 144 under the Securities Act. See
"Shares Available for Future Sale -- Rule 144." All of the remaining 18,544,837
shares of our common stock will be available for resale at various dates
beginning 150 days after the date of this prospectus, subject to expiration of
applicable lock-up agreements and compliance with the volume, holding period and
other limitations of Rule 144. 6,998,316 shares underlying options will also be
outstanding as of the closing and will be available for resale at various dates
after closing subject to expiration of applicable lock-up agreements, compliance
with the volume, holding period and other limitations of Rule 144 and compliance
with applicable vesting schedules. See "Shares Available for Future Sale--Rule
144" and "--Lock-Up Agreements." Holders of the shares and options described in
the preceding two sentences also have the right to require us to register their
shares under the Securities Act in specified circumstances. In addition, within
30 days after the closing of this offering, we intend to register under the
Securities Act approximately 7,288,451 shares of common stock underlying stock
options issued or reserved for issuance under our long-term incentive plan.
Options for 5,198,316 of these shares will be outstanding upon the closing of
this offering.

We have agreed to pay the former owners of each of the companies contingent
consideration in cash and stock if the companies achieve specified financial
results. See "About Luminant Worldwide Corporation." We may pay up to 100% of
this contingent consideration in stock, and we must pay at least 50% of the
contingent consideration in stock. To the extent we pay the contingent
consideration in stock and the market value of our stock when we make such
payments is below the price per share you paid for your shares of our stock, you
will be diluted. The lower the price of our common stock at the time we pay the
contingent consideration, the more shares of common stock we will pay as
contingent consideration.

WE FACE INTENSE COMPETITION IN OUR INDUSTRY AND LOW BARRIERS TO ENTRY MAY
ENCOURAGE ADDITIONAL COMPETITORS IN THE FUTURE, WHICH MAY NEGATIVELY IMPACT OUR
OPERATING RESULTS.

In light of the resources of our existing competitors and the likelihood
that new competitors will enter the market, we cannot assure you that we will
compete successfully in the Internet and electronic commerce services market.
Our failure to compete successfully could reduce our revenues and our
profitability.

Competition in the Internet and electronic commerce professional services
market is intense. We expect competition to persist and intensify in the future.
We compete against companies selling Internet and electronic commerce software
and services, and the in-house development efforts of companies seeking to
engage in electronic commerce. Our current competitors include, and may in the
future include, the following:

- Internet consulting firms and online agencies, including AGENCY.COM,
AppNet, iXL Enterprises, Modem Media . Poppe Tyson, Organic Online,
Proxicom, Razorfish, Scient, US Interactive, USWeb/CKS and Viant;

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- general management consulting firms, including Bain & Company, Boston
Consulting Group, Booz Allen & Hamilton and McKinsey & Company, Inc.;

- the professional services groups of computer equipment companies,
including Compaq, Hewlett-Packard and IBM;

- systems integrators, including Andersen Consulting, Cambridge Technology
Partners, Sapient, and consulting arms of the "Big Five" accounting firms;
and

- internally developed solutions of current and potential clients.

Because barriers to entry in our market are low, we also expect other companies
to enter our market. In addition, current and potential competitors have
established, or may establish, cooperative relationships among themselves or
with vendors. Accordingly, new competitors or alliances among competitors may
emerge and rapidly acquire significant market share.

Most of our current competitors have longer operating histories than us.
Many of our competitors have larger client bases, larger professional staffs,
greater brand recognition and greater financial, technical, marketing and other
resources than us. Many of our competitors also have well-established
relationships with our current and potential clients and vendors and may be able
to respond more quickly to new or emerging technologies and changes in customer
requirements. Each of these factors may place us at a disadvantage in responding
to our competitors' pricing strategies, technological advances, marketing
campaigns, strategic partnerships and other initiatives.

TECHNOLOGY IN THE INTERNET AND ELECTRONIC COMMERCE INDUSTRY CHANGES RAPIDLY. IF
WE FAIL TO KEEP UP WITH THESE CHANGES, WE WILL NOT BE ABLE TO MEET OUR CLIENTS'
NEEDS AND OUR BUSINESS WILL SUFFER.

Rapid technological change and frequent introductions of new products and
services characterize our market and the technologies our clients use. Our
failure to successfully respond to these technological developments or to
respond in a timely or cost-effective way could substantially reduce our
revenues and adversely affect our profitability. Our success will depend on our
ability to rapidly master and develop an evolving set of capabilities and to
offer services that keep pace with continuing changes in technology, industry
standards and client preferences.

OUR GROWTH AND PROFITABILITY DEPEND ON CONTINUED AND EXPANDING DEMAND FOR OUR
SERVICES. THE DEMAND FOR OUR SERVICES DEPENDS ON THE CONTINUED GROWTH OF THE
INTERNET AND ELECTRONIC COMMERCE INDUSTRY.

If a viable and sustainable market for our Internet and electronic commerce
services does not continue to develop, or if we cannot differentiate our
services from those of our competitors, our revenue and operating margins may
decline and we may experience losses. We cannot be certain that the market for
Internet and electronic commerce services will continue to grow. Consumers and
businesses may reject the Internet or electronic commerce as viable commercial
mediums for a number of reasons, including:

- inadequate network infrastructure;

- insufficiency of telecommunications services to support electronic
commerce and the Internet;

- delays in the development of technologies that facilitate use, and improve
the security, of the Internet and electronic commerce;

- delays in the development of new conventions to handle increased levels of
Internet activity;

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- increased governmental regulation;

- changes in sales tax laws; and

- failure of companies to meet their customers' expectations and service
requirements in delivering goods and services via electronic commerce and
over the Internet.

NEW LAWS OR REGULATIONS AFFECTING THE INTERNET, ELECTRONIC COMMERCE OR COMMERCE
IN GENERAL COULD REDUCE OUR REVENUES AND ADVERSELY AFFECT OUR GROWTH.

Congress and other domestic and foreign governmental authorities have
adopted and are considering legislation affecting use of the Internet, including
laws relating to the use of the Internet for commerce and distribution. The
adoption or interpretation of laws regulating the Internet, or of existing laws
governing such things as consumer protection, libel, property rights and
personal privacy, could hamper the growth of the Internet and its use as a
communications and commercial medium. If this occurs, companies may decide not
to use our services and our business and operating results would suffer.

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH MAY NOT PROVE TO BE
ACCURATE OR COMPLETE.

Some of the statements under "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and elsewhere in this prospectus constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions. Moreover, neither
we nor any other person assumes responsibility for the accuracy and completeness
of such statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform such statements to
actual results and do not intend to do so.

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ABOUT LUMINANT WORLDWIDE CORPORATION

We formed Luminant Worldwide Corporation in August 1998 for the purpose of
acquiring a group of existing Internet and electronic commerce professional
services businesses that provide a wide range of interactive services throughout
the United States. Simultaneously with the closing of this offering, we will
close the acquisitions of eight businesses as required by the terms of written
agreements negotiated with the current owners of these businesses. Except in the
case of Brand Dialogue-New York, the acquisitions have been structured as
mergers with the companies surviving as our wholly-owned subsidiaries. We will
acquire the assets of Brand Dialogue-New York at the closing of this offering
and will immediately contribute those assets to a newly formed subsidiary. The
acquisition consideration and the terms of the acquisition agreements have been
negotiated at arms-length.

The closings of the acquisitions of our eight companies are subject to
customary closing conditions, including that:

- this offering close by October 15, 1999;

- the representations and warranties made by the parties in the acquisition
agreements are accurate at the closing;

- the parties perform all of their covenants and obligations under the terms
of the acquisition agreements;

- no material adverse change has occurred in the financial condition or
business of the eight companies or in the financial condition, business or
prospects of Luminant Worldwide Corporation;

- employment agreements with the principal employees and owners of the eight
companies have been entered into on terms acceptable to us; and

- the initial public offering price is not less than the minimum price per
share specified in the acquisition agreements.

We cannot assure you that the conditions to the closing of the acquisition of
all of the eight companies will be satisfied or waived or that each acquisition
will close. If any of the acquisitions does not close for any reason, we will
not close this offering on the terms described in this prospectus.

OUR COMPANIES

The purchase price for the eight companies will consist of an initial
payment at the time of closing and the ability to earn contingent payments, as
follows:

PURCHASE PRICE

The initial purchase price for each company we will acquire has been
determined based upon a variety of factors, including that company's revenue and
pre-tax income. The initial purchase price is based upon a fixed number of
shares of common stock and a cash payment, except that the initial purchase
price for Brand Dialogue-New York will consist entirely of stock. The aggregate
purchase price for all of the eight companies, based on an assumed initial
public offering price of $16.00 per share, will be $320.5 million, consisting of
an aggregate of 16,713,037 shares of common stock and an aggregate of $53.1
million in cash. The cash portion of the purchase price will always be
approximately 20% of the market value of the share portion of the purchase price
as of the closing of this offering.

In addition, at the closing of this offering and the simultaneous
acquisition of the eight companies, we will grant to some former owners,
employees and affiliates of Align, InterActive8

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and Potomac Partners Management Consulting, LLC, or Potomac Partners, options to
purchase an aggregate of 2,219,001 shares of Luminant common stock to replace
currently outstanding options and participation rights issued by those
companies.

CONTINGENT CONSIDERATION

The former owners of each company will be eligible to receive two payments
of contingent consideration: one based on the financial results of the
individual company and one based on the consolidated financial results of the
eight companies. The contingent consideration for each company will be based on
a percentage of the amount, if any, by which the actual revenues and actual
pre-tax income excluding amortization of goodwill incident to our acquisition of
the eight companies of the company for the period beginning July 1, 1999, and
ending December 31, 1999, exceeds the targeted revenue and targeted pre-tax
income excluding amortization of goodwill incident to our acquisition of the
eight companies, respectively, of the company for that period. The contingent
consideration based on the financial results of the combined companies will be a
percentage of the amount, if any, by which the combined actual revenue and
combined actual pre-tax income excluding amortization of goodwill incident to
our acquisition of the eight companies for the period beginning January 1, 2000,
and ending June 30, 2000, exceeds our targeted revenues and our targeted pre-tax
income excluding amortization of goodwill incident to our acquisition of the
eight companies, respectively, for that same period.

The formula for calculating the first contingent consideration payment is
the sum of (a) one half of the assigned revenue multiple, which is 3, for an
individual company times the remainder of that company's actual revenues for the
six-month period minus that company's targeted revenues for the six-month period
plus (b) one half of that company's assigned pre-tax income multiple, which is
15, times the remainder of that company's actual pre-tax income excluding
amortization of goodwill for the six-month period minus the company's targeted
pre-tax income for the six-month period.

The formula for calculating the second contingent consideration payment is
the sum of (a) an individual company's assigned share of the combined company's
revenue times one half that company's assigned revenue multiple times the
remainder of Luminant's actual combined revenues for the six-month period minus
Luminant's projected combined revenues for the six-month period plus (b) the
individual company's assigned share of Luminant's combined pre-tax income times
one half that company's assigned pre-tax income multiple times the remainder of
Luminant's actual combined pre-tax income excluding amortization of goodwill
incident to the acquisition of the eight companies minus Luminant's projected
combined pre-tax income.

The targeted revenues for the six months ending December 31, 1999 for
purposes of calculating the individual company contingent considerations vary
from company to company and on average represent an increase over revenues for
the six months ended December 31, 1998 of 134%. The targeted pre-tax incomes for
the six months ending December 31, 1999 on average represent an increase over
pre-tax incomes for the six months ended December 31, 1998 of 334%. For purposes
of calculating the combined company contingent consideration, the targeted
revenues for the combined companies for the six months ending June 30, 2000
represent an 88% increase over revenues for the six months ended June 30, 1999.
The targeted pre-tax income for the combined companies for the six months ending
June 30, 2000 represents an increase of 218% over the pre-tax income for the six
months ended June 30, 1999 and does not take into consideration the impact of
corporate overhead charges or the additional costs of being a public company.

20
<PAGE>
INDIVIDUAL COMPANY TARGETS:

The following are the targets for individual company performance for the
period July 1, 1999 to December 31, 1999 for purposes of calculating contingent
consideration compared to the actual revenues and pre-tax income for the six
months ended June 30, 1999:

<TABLE>
<CAPTION>
COMPANY REVENUE PRE-TAX INCOME (LOSS)(1)
- -------------------------------- ----------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PERCENTAGE PERCENTAGE
TARGETS ACTUALS DIFFERENTIALS TARGETS ACTUALS DIFFERENTIALS
----------- ----------- --------------- --------- ---------- -------------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Align Solutions Corp............ $ 15,946 $ 10,793 32.3% $ 1,385 $ (4,196) 403.0%
Brand Dialogue-New York......... $ 8,470 $ 6,004 29.1% $ 1,001 $ 1,169 (16.8)%
Free Range Media, Inc........... $ 5,200 $ 4,817 7.4% $ 700 $ (648) 192.6%
Integrated Consulting, Inc. dba
i.con interactive............. $ 3,404 $ 1,907 44.0% $ 374 $ 182 51.3%
InterActive8, Inc............... $ 5,500 $ 3,657 33.5% $ 1,566 $ (2,277) 245.4%
Multimedia Resources, LLC....... $ 2,431 $ 1,629 33.0% $ 429 $ 460 (7.2)%
Potomac Partners Management
Consulting, LLC............... $ 7,980 $ 4,918 38.4% $ 1,476 $ (5,420) 467.2%
RSI Group, Inc. and
subsidiaries.................. $ 8,664 $ 6,639 23.4% $ 1,049 $ (790) 175.3%

Average percentage
differential.................. 30.1% 188.8%
</TABLE>

(1) Excludes amortization of goodwill incident to our acquisition of the eight
companies.

The targets for the combined company's performance for the period from
January 1, 2000 to June 30, 2000 are revenue of $75.2 million and pre-tax income
of $13.8 million. Pre-tax income will be calculated excluding amortization of
goodwill incident to our acquisition of the eight companies.

The maximum aggregate contingent consideration that each company can earn
for individual company contingent consideration and combined company contingent
consideration is 50% of: the total cash and stock consideration for that company
plus, in the case of Align, InterActive8 and Potomac Partners, the intrinsic
value of Luminant options granted to option holders of those companies to
replace outstanding vested options and participation rights issued by those
companies, equaling total potential contingent consideration of $168.2 million.
In addition, the former owners of Potomac Partners will be eligible to earn up
to an additional $25.0 million in contingent consideration as described below.

The payment of the contingent consideration based on each company's
performance and on combined company performance will be made within 30 days
after the contingent consideration amount is finally determined, using a
combination of cash and stock. The portion of the contingent consideration to be
paid in stock may constitute up to 100% of the total contingent consideration
and will be determined by us, in our sole discretion, provided that stock must
comprise at least 50% of the contingent consideration amount. The actual number
of shares of common stock paid as contingent consideration will be determined
based on the average closing price of our common stock for the 30 trading days
prior to the day before these shares are issued.

In addition to the contingent consideration described above, former owners
of Potomac Partners will be eligible to receive contingent consideration based
on revenues derived from contracts entered into by us or Potomac Partners with
United Air Lines, Inc., or United, after the date of the Potomac Partners'
acquisition agreement. The former owners of Potomac Partners will receive
amounts equal to 150% of the revenues received for electronic commerce strategy,

21
<PAGE>
business planning and design services provided to United, excluding such
revenues generated between July 1, 1999 and December 31, 1999, and 40% of the
revenues received for other services, rendered pursuant to contracts entered
into between July 1, 1999 and June 30, 2002, up to a maximum amount of $25.0
million. We will pay the contingent consideration within 30 days after
completion of our annual audit for each of our fiscal years ending December 31,
1999, December 31, 2000, December 31, 2001 and December 31, 2002.

For purposes of calculating the individual company contingent consideration
as described above that may be earned by the former owners of Potomac Partners
between July 1, 1999 and December 31, 1999, the revenues received by Potomac
Partners for management consulting services pursuant to the United contracts
referenced in the previous paragraph will be included in the actual revenue
amounts used in that calculation. For purposes of calculating the portion of the
combined company contingent consideration that may be earned by the former
owners of Potomac Partners, we will not include any revenues earned from these
contracts in determining Potomac Partners' portion of the combined company
contingent consideration. In determining the portion of combined company
contingent consideration that may be earned by the former owners of the other
companies, we will include all revenues earned from these contracts.

INDIVIDUAL COMPANY INFORMATION

The following shows the consideration to be paid in stock and cash for each
company based on an assumed initial public offering price of $16.00 per share:

<TABLE>
<CAPTION>
MAXIMUM
CONTINGENT REVENUES
INITIAL PURCHASE PRICE CONSIDERATION ASSUMED FOR SIX
-------------------------------------- ------------------------ DEBT MONTHS
VALUE TOTAL COMPANY COMBINED AS OF JUNE ENDED JUNE
NAME CASH OF STOCK CONSIDERATION PORTION PORTION 30, 1999 30, 1999
- ------------------------------- --------- ----------- -------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)

Align Solutions Corp. $ 21,141 $ 74,450 $ 95,591 $ 25,859 $ 25,859 $ 1,911 $ 10,793

Brand Dialogue-New York -- 67,078 67,078 16,769 16,769 -- 6,004

Free Range Media, Inc. 4,320 26,690 31,010 7,752 7,752 3,298 4,817

Integrated Consulting, Inc. dba 2,427 11,242 13,669 3,417 3,417 195 1,907
i.con interactive

InterActive8, Inc. 8,640 20,584 29,224 7,753 7,753 1,206 3,657

Multimedia Resources, LLC 2,240 8,470 10,710 2,678 2,678 -- 1,629

Potomac Partners Management 8,640 47,003 55,643 15,505 15,505 -- 4,918
Consulting, LLC

RSI Group, Inc. and 5,653 11,892 17,545 4,386 4,386 1,058 6,639
subsidiaries
--------- ----------- -------------- ----------- ----------- ----------- -----------

Total $ 53,061 $ 267,409 $ 320,470 $ 84,119 $ 84,119 $ 7,668 $ 40,364
--------- ----------- -------------- ----------- ----------- ----------- -----------
--------- ----------- -------------- ----------- ----------- ----------- -----------

HISTORICAL
NET ASSETS
AS OF
JUNE 30,
NAME 1999
- ------------------------------- -----------
<S> <C>

Align Solutions Corp. $ 15,657
Brand Dialogue-New York 5,456
Free Range Media, Inc. (2,057)
Integrated Consulting, Inc. dba 225
i.con interactive
InterActive8, Inc. (2,523)
Multimedia Resources, LLC 495
Potomac Partners Management (5,878)
Consulting, LLC
RSI Group, Inc. and 958
subsidiaries
-----------
Total $ 12,333
-----------
-----------
</TABLE>

In addition, the former owners of Potomac Partners are eligible to receive
up to $25.0 million in additional contingent consideration, as described above.

At the closing of this offering and the simultaneous acquisition of the
eight companies, we will also grant to some former owners, employees and
affiliates of Align, InterActive8 and Potomac Partners, options to purchase an
aggregate of 2,219,001 shares of Luminant common stock to replace currently
outstanding options and participation rights issued by those companies. The
aggregate value of these options to purchase shares of Luminant common stock is
$34.0 million, based on a valuation using a Black-Scholes pricing model with the
following assumptions: volatility of 70%; risk-free interest rates ranging from
6.28% to 6.41%; a dividend yield of 0%; and exercise of options ten years from
the date of grant of the currently outstanding options.

22
<PAGE>

NEW OPTION GRANTS

In addition to the options to purchase Luminant shares which we will issue
to replace currently outstanding options at Align, InterActive8 and Potomac
Partners, we intend to issue additional options before the closing of this
offering. Preceding the trading of our common stock, we will grant to Young &
Rubicam Inc. an immediately exercisable ten year option to purchase 1,800,000
shares of common stock at an exercise price equal to the initial public offering
price.

In addition, immediately preceding the trading of our common stock, we
intend to grant options for an aggregate of 1,323,000 shares of common stock
exercisable at the initial public offering price to employees and officers of
the companies who will become our employees at the closing of the acquisitions.
One-sixth of the options will become exercisable every six months over 36 months
from the date of grant. We also intend to grant options for an aggregate of
1,656,315 shares of common stock to our current management, directors and a
former officer. The options described in the preceding sentence will be
exercisable at the initial public offering price, except for options for 15,625
shares issuable to a former officer which are exercisable at $.01 per share, and
545,383 of these options will be immediately exercisable, with one-sixth of the
remainder becoming exercisable every six months over 36 months from the date of
grant.

23
<PAGE>
USE OF PROCEEDS

Assuming an initial public offering price of $16.00 per share, we estimate
that we will receive approximately $67.0 million in net proceeds from this
offering, assuming no exercise of the underwriters' over-allotment option, or
$78.2 million in net proceeds if the underwriters' over-allotment option is
exercised in full and the underwriters purchase all of the over-allotment shares
from Luminant. This amount reflects deductions from the gross proceeds of the
offering of approximately $5.0 million, which will be retained by the
underwriters as discounts and commissions, and $8.0 million, representing our
estimated expenses for this offering and the acquisition of our companies. We
will not receive any of the proceeds from any sale of shares of common stock by
selling stockholders to the extent that they sell shares upon exercise of the
underwriters' over-allotment option.

We expect to use approximately $4.5 million of the proceeds from the
offering to repay advances made to us prior to closing by Commonwealth
Principals to fund a portion of the estimated $7.0 million of expenses for this
offering, $1.0 million of expenses related to the acquisition of the eight
companies and $300,000 of general and administrative expenses. These advances
earn interest at the prime rate, which was 7.75% at June 30, 1999.

We expect to use approximately $53.1 million of the net proceeds from the
offering to pay the cash portion of the purchase prices payable for the
acquisition of our companies based on an assumed initial public offering price
of $16.00 per share. We will assume $7.7 million of indebtedness in connection
with closing of the acquisition of the eight companies, which we do not expect
to repay immediately after the closing.

We will use the remainder of the net proceeds of approximately $13.6 million
for general corporate purposes. A major requirement will be working capital, the
possible payment, if we elect to pay in cash, of all or a portion of any
additional amounts payable to former owners of our eight companies under the
contingent consideration provisions of the acquisition agreements, and possible
future acquisitions. We have no current plans or agreements to acquire any
specific companies or businesses, other than the eight businesses we are
acquiring simultaneously with the closing of this offering. This use of proceeds
does not include any net proceeds to Luminant from the exercise of the
underwriters' over-allotment option. Until we use the net proceeds of this
offering, we intend to invest these net proceeds in short-term, interest-
bearing, investment-grade securities.

DIVIDEND POLICY

We have not paid, and do not intend to pay, dividends on our common stock in
the foreseeable future. Instead, we will retain our earnings to finance the
expansion of our business and for general corporate purposes. Our Board of
Directors will have the authority to declare and pay dividends on the common
stock at any time, in its discretion, as long as there are funds legally
available for that distribution.

24
<PAGE>
CAPITALIZATION

The following table shows our capitalization at June 30, 1999 on an actual
basis, a pro forma combined basis and on a pro forma as adjusted basis assuming
an initial public offering price of $16.00 per share. The pro forma combined
presentation considers the combined historical balance sheets for Luminant and
the eight companies we will acquire simultaneously with the closing of this
offering, and applies pro forma adjustments to the historical information. The
pro forma as adjusted presentation reflects the pro forma adjustments and also
the closing of this offering, the acquisition of the eight companies
simultaneously with this offering and the application of the estimated net
proceeds we will receive in this offering. The pro forma combined and pro forma
as adjusted columns below assume that we will issue 16,713,037 shares of common
stock in connection with the acquisition of our eight companies. See "Use of
Proceeds," and "Summary Unaudited Pro Forma Combined Financial Data." For a
description of the pro forma adjustments, you should refer to our unaudited pro
forma combined financial statements and notes included elsewhere in this
prospectus.

The authorized common stock described below includes 5,000,000 authorized
shares of non-voting common stock. The shares of common stock outstanding on a
pro forma combined basis, and on a pro forma as adjusted basis, as set forth
below, include 891,790 shares of non-voting common stock to be issued to the
owner of one of the eight companies we are acquiring.

The pro forma as adjusted column does not include 750,000 shares which could
be issued by Luminant if the underwriters exercise their over-allotment option
in full; 6,998,316 shares of common stock issuable on exercise of stock options
to be outstanding at closing; and an indeterminable number of shares that may be
issued in payment of contingent consideration under the acquisition agreements
as described under "About Luminant Worldwide Corporation." See "Shares Available
for Future Sale."

<TABLE>
<CAPTION>
JUNE 30, 1999
------------------------------------
<S> <C> <C> <C>
PRO FORMA PRO FORMA
ACTUAL COMBINED AS ADJUSTED
--------- ----------- ------------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Short-term debt and current portion of long-term debt...................... $ 2,448 $ 9,508 $ 7,060
Due to affiliates/stockholders and other acquisition-related obligations... -- 53,061 --
Long-term debt, less current portion....................................... -- 1,468 1,468

STOCKHOLDERS' EQUITY:

Preferred stock, $0.01 par value per share:
10,000,000 shares authorized; no shares issued and outstanding on an
actual basis; no shares issued and outstanding on a pro forma combined
basis; no shares issued and outstanding on a pro forma as adjusted
basis.................................................................. -- -- --

Common stock, $0.01 par value per share:
100,000,000 shares authorized; 1,831,800 shares issued and outstanding on
an actual basis; 18,544,837 shares issued and outstanding on a pro
forma combined basis; 23,544,837 shares issued and outstanding on a pro
forma as adjusted basis................................................ 18 185 235
Additional paid-in capital................................................. 3,164 273,086 341,021
Retained earnings (deficit)................................................ (3,515) (36,505) (36,505)
--------- ----------- ------------
Total stockholders' equity............................................... $ (333) $ 236,766 $ 304,751
--------- ----------- ------------
Total capitalization................................................... $ 2,115 $ 300,803 $ 313,279
--------- ----------- ------------
--------- ----------- ------------
</TABLE>

25
<PAGE>
DILUTION

Our pro forma net tangible book value at June 30, 1999 was a negative $49.0
million, or a negative $2.64 per share of common stock. Pro forma net tangible
book value per share of common stock is calculated by dividing the pro forma net
tangible book value of our company by the number of shares of common stock
outstanding on a pro forma basis after giving effect to the acquisition of our
companies. Our pro forma as adjusted net tangible book value at June 30, 1999
would have been $19.0 million, or $0.81 per share of common stock, based on an
assumed initial public offering price of $16.00 per share, no exercise of the
underwriters' over-allotment option, no payments under the contingent
consideration provisions of the acquisition agreements for our companies, no
exercise of stock options outstanding at closing and no changes in the pro forma
net tangible book value of our company, other than to give effect to the sale of
the shares of common stock offered by this prospectus, and the application of
the net offering proceeds as described under "Use of Proceeds."

This pro forma as adjusted net tangible book value represents an immediate
increase in net tangible book value of $3.45 per share to our existing
stockholders, including the former owners of our companies who will receive
shares of our common stock as partial payment for their equity interests in the
companies upon completion of this offering, and an immediate dilution in pro
forma as adjusted net tangible book value of $15.19 per share to new investors
purchasing shares in this offering. The following table illustrates this pro
forma per share dilution as of June 30, 1999:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............ $ 16.00
Pro forma net tangible book value per share at June 30,
1999..................................................... $ (2.64)
Pro forma increase per share attributable to investors who
buy shares in this offering.............................. 3.45
---------
Pro forma as adjusted net tangible book value per share
after the offering....................................... $ 0.81
---------
Pro forma dilution per share to investors who buy shares in
this offering............................................ 15.19
---------
---------
</TABLE>

If all of the options to purchase 6,998,316 shares of common stock expected
to be outstanding at closing of this offering and the simultaneous acquisition
of the eight companies were exercised in accordance with their terms as of June
30, 1999, our pro forma net tangible book value, as adjusted, based on the
assumptions described above, would have been $4.54 per share of common stock,
representing immediate dilution of $11.46 per share to investors purchasing
shares in this offering.

The following table summarizes, as of June 30, 1999, on a pro forma as
adjusted basis, based upon the above assumptions:

- the number of shares of our common stock purchased by existing
stockholders, including the former owners of the eight companies who will
receive shares of common stock as a partial payment for their equity
interests in the eight companies upon completion of this offering and the
simultaneous acquisition of the eight companies;

- the number of shares of common stock purchased by investors who buy shares
in this offering;

- the total consideration paid to us;

- the average price per share paid to us; and

26
<PAGE>
- the percentage ownership held by existing stockholders, including the
former owners of the eight acquired companies, and by new investors who
buy shares in this offering:

<TABLE>
<CAPTION>
SHARES TOTAL
PURCHASED CONSIDERATION AVERAGE
------------------------- --------------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
-------------- --------- ---------------- --------- -----------
<S> <C> <C> <C> <C> <C>
Existing stockholders......................... 1,831,800 7.78% $ 200,001 .06% $ .11
Former owners of our companies................ 16,713,037 70.98 267,408,592 76.93 16.00
Investors who buy shares in this offering..... 5,000,000 21.24 80,000,000 23.01 16.00
-------------- --------- ---------------- ---------
Total................................... 23,544,837 100.00% $ 347,608,593 100.00%
-------------- --------- ---------------- ---------
-------------- --------- ---------------- ---------
</TABLE>

27
<PAGE>
SELECTED HISTORICAL FINANCIAL DATA

We will acquire eight companies simultaneously with and as a condition to
the closing of this offering. Align Solutions Corp., or Align, one of the eight
companies, has been identified as the accounting acquiror for financial
statement presentation purposes.

Our balance sheet data as of December 31, 1998 and the statement of
operations data for the period from our inception on August 21, 1998 to December
31, 1998 have been derived from our audited financial statements included
elsewhere in this prospectus.

The selected historical financial data of our companies are derived in part
from the more detailed historical financial statements and the related notes of
our companies included elsewhere in this prospectus. The balance sheet data as
of December 31, 1997 and 1998 and the statement of operations data for the years
ended December 31, 1996, 1997 and 1998 for Free Range Media, Inc.; Integrated
Consulting, Inc. dba i.con interactive; InterActive8, Inc.; Multimedia
Resources, LLC; and RSI Group, Inc. and subsidiaries have been derived from the
audited financial statements included elsewhere in this prospectus. The Selected
Historical Financial Data for the years ended December 31, 1994, 1995 and the
balance sheet data as of December 31, 1994, 1995 and 1996 have been derived from
unaudited financial statements not included elsewhere in this Prospectus. These
unaudited financial statements have been prepared on the same basis as the
audited financial statements and, in the opinion of management, contain all
adjustments and reclassifications necessary for a fair presentation of the
financial position and results of operations for the periods presented.

The balance sheet data as of December 31, 1997 and 1998 and the statement of
operations data for the period from its inception on October 16, 1996 to
December 31, 1996 and the years ended December 31, 1997 and 1998 for Align
Solutions Corp. have been derived from the audited financial statements included
elsewhere in this prospectus.

The balance sheet data as of December 31, 1997 and 1998 and the statement of
operations data for the period from its inception on November 10, 1997 to
December 31, 1997 and the year ended December 31, 1998 for Potomac Partners
Management Consulting, LLC, have been derived from the audited financial
statements included elsewhere in this prospectus.

The balance sheet data as of December 31, 1997 and 1998 and the statement of
operations data for the period from its inception on April 1, 1996 to December
31, 1996 and the years ended December 31, 1997 and 1998 for Brand Dialogue-New
York have been derived from the audited financial statements included elsewhere
in this prospectus.

28
<PAGE>
The following selected historical financial data should be read together
with the historical financial statements and notes and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this prospectus. All our companies have fiscal years ending
December 31.

The following table shows selected historical financial data for Luminant
and our companies for the stated periods.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED JUNE 30,
COMMENCED ----------------------------------------------------- --------------------
OPERATIONS 1994 1995 1996 1997 1998 1998 1999
------------------ --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
LUMINANT WORLDWIDE CORPORATION August, 1998
Revenues...................... -- -- $ -- $ -- $ -- $ -- $ --
Gross profit.................. -- -- -- -- -- -- --
Operating loss................ -- -- -- -- (245) -- (3,269)

ALIGN SOLUTIONS CORP. August, 1996
Revenues...................... -- -- $ 112 $ 3,268 $ 9,226 $ 2,997 $ 10,793
Gross profit.................. -- -- 32 1,485 4,098 1,192 4,421
Operating income (loss)....... -- -- (201) (149) 1 (506) (4,171)

BRAND DIALOGUE-NEW YORK April, 1996
Revenues...................... -- -- $ 1,922 $ 4,011 $ 7,237 $ 3,057 $ 6,004
Operating income.............. -- -- 577 1,171 964 163 1,169

FREE RANGE MEDIA, INC. March, 1994
Revenues...................... $ 286 $ 1,870 $ 2,940 $ 1,982 $ 3,520 $ 1,212 $ 4,817
Gross profit (loss)........... 257 900 924 341 272 (66) 1,921
Operating loss................ (2) (129) (1,081) (2,644) (4,650) (2,464) (347)

INTEGRATED CONSULTING, INC., DBA
I.CON INTERACTIVE August, 1994
Revenues...................... $ 60 $ 127 $ 443 $ 849 $ 2,140 $ 949 $ 1,907
Gross profit.................. 23 59 311 582 1,424 682 1,313
Operating income (loss)....... 15 9 (4) 32 41 166 189

INTERACTIVE8, INC. October, 1994
Revenues...................... $ 19 $ 715 $ 1,713 $ 2,818 $ 4,097 $ 1,891 $ 3,657
Gross profit (loss)........... 4 71 657 1,184 2,064 370 (1,022)
Operating income (loss)....... 1 27 197 (198) (355) (207) (2,277)

MULTIMEDIA RESOURCES, LLC March, 1995
Revenues...................... -- $ 380 $ 1,928 $ 3,476 $ 2,068 $ 1,352 $ 1,629
Gross profit.................. -- 236 943 1,039 312 199 740
Operating income.............. -- 212 523 502 37 68 458

POTOMAC PARTNERS MANAGEMENT
CONSULTING, LLC November, 1997
Revenues...................... -- -- $ -- $ 372 $ 4,886 $ 1,961 $ 4,918
Gross profit (loss)........... -- -- -- 82 (200) 391 (4,311)
Operating loss................ -- -- -- (4) (1,076) (24) (5,393)

RSI GROUP, INC. AND SUBSIDIARIES October, 1994
Revenues...................... $ 11,951 $ 12,119 $ 16,133 $ 15,724 $ 16,927 $ 8,461 $ 6,639
Gross profit.................. 3,361 3,569 4,470 4,074 4,656 2,320 1,836
Operating income (loss)....... 419 250 365 329 403 149 (764)
</TABLE>

29
<PAGE>

<TABLE>
<CAPTION>
DECEMBER 31,
COMMENCED -----------------------------------------------------
OPERATIONS 1994 1995 1996 1997 1998
------------------ --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA: August, 1998
LUMINANT WORLDWIDE CORPORATION
Total assets............................... -- -- -- $ -- $ 162
Long-term debt............................. -- -- -- -- --
Total equity (deficit)..................... -- -- -- -- 162

ALIGN SOLUTIONS CORP. August, 1996
Total assets............................... -- -- 643 $ 1,328 $ 3,066
Long-term debt............................. -- -- -- 297 227
Total equity............................... -- -- 568 601 1,468

BRAND DIALOGUE-NEW YORK April, 1996
Total assets............................... -- -- $ 1,138 $ 1,449 $ 2,127
Long-term debt............................. -- -- -- -- --
Total equity............................... -- -- 443 833 1,058

FREE RANGE MEDIA, INC. March, 1994
Total assets............................... $ 209 $ 1,870 $ 1,244 $ 900 $ 1,696
Long-term debt............................. -- -- -- -- --
Total equity (deficit)..................... 158 (793) (2,401) 577 (2,583)

INTEGRATED CONSULTING, INC., DBA I.CON
INTERACTIVE August, 1994
Total assets............................... $ 17 $ 48 $ 132 $ 248 $ 498
Long-term debt............................. -- -- -- -- 64
Total equity............................... 15 32 29 63 103

INTERACTIVE8, INC. October, 1994
Total assets............................... $ 9 $ 235 $ 463 $ 793 $ 1,439
Long-term debt............................. -- -- -- 178 723
Total equity (deficit)..................... 1 20 199 (43) (246)

MULTIMEDIA RESOURCES, LLC March, 1995
Total assets............................... -- $ 126 $ 642 $ 804 $ 346
Long-term debt............................. -- -- -- -- --
Total equity............................... -- 126 448 455 174

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC November, 1997
Total assets............................... -- -- -- $ 427 $ 2,072
Long-term debt............................. -- -- -- -- --
Total equity (deficit)..................... -- -- -- 297 (246)

RSI GROUP, INC. AND SUBSIDIARIES October, 1994
Total assets............................... $ 2,709 $ 2,808 $ 3,194 $ 3,533 $ 3,936
Long-term debt............................. -- 64 54 89 98
Total equity............................... 1,062 869 1,218 1,076 1,098

BALANCE SHEET DATA:
LUMINANT WORLDWIDE CORPORATION
Total assets............................... $ 7,321
Long-term debt............................. --
Total equity (deficit)..................... (333)
ALIGN SOLUTIONS CORP.
Total assets............................... $ 19,731
Long-term debt............................. 743
Total equity............................... 15,657
BRAND DIALOGUE-NEW YORK
Total assets............................... $ 6,206
Long-term debt............................. --
Total equity............................... 5,456
FREE RANGE MEDIA, INC.
Total assets............................... $ 2,659
Long-term debt............................. --
Total equity (deficit)..................... (2,057)
INTEGRATED CONSULTING, INC., DBA I.CON
INTERACTIVE
Total assets............................... $ 879
Long-term debt............................. 120
Total equity............................... 225
INTERACTIVE8, INC.
Total assets............................... $ 3,033
Long-term debt............................. 961
Total equity (deficit)..................... (2,523)
MULTIMEDIA RESOURCES, LLC
Total assets............................... $ 774
Long-term debt............................. --
Total equity............................... 495
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC
Total assets............................... $ 3,530
Long-term debt............................. --
Total equity (deficit)..................... (5,878)
RSI GROUP, INC. AND SUBSIDIARIES
Total assets............................... $ 3,145
Long-term debt............................. 69
Total equity............................... 958
</TABLE>

30
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with "Selected
Historical Financial Data," "Summary Unaudited Pro Forma Combined Financial
Data," our unaudited pro forma combined financial statements and the related
notes and the historical financial statements and the related notes of our
companies appearing elsewhere in this prospectus. A number of statements in this
prospectus address activities, events or developments that we expect may occur
in the future, including such matters as our strategy for internal growth;
additional capital expenditures, including the amount and nature of the
expenditures; acquisitions of assets and businesses; industry trends; and other
similar matters. These statements are based on assumptions and analyses made in
light of our perception of historical trends, current business and economic
conditions, and expected future developments, as well as other factors we
believe are reasonable or appropriate. Whether actual results and developments
will conform with our expectations and predictions, however, is subject to a
number of risks and uncertainties, including those set forth in "Risk Factors;"
general economic, market or business conditions; the business opportunities we
may pursue; changes in laws or regulations; and other factors, many of which are
beyond our control. Consequently, we can not assure you that our actual results
or developments will be realized or, even if substantially realized, that they
will have the expected consequences to, or effects on, our business or
operations.

OVERVIEW

Luminant was established to provide one source of integrated Internet and
electronic commerce services to clients on a local and national level. Luminant
was formed in August 1998 to consolidate the operations of eight Internet and
electronic commerce businesses into a nationally recognized Internet and
electronic commerce services firm. Prior to the closing of this offering and the
simultaneous acquisition of the eight companies, we have not conducted any
material operations. The information relating to our clients, business and other
operations set forth under "Summary," "Management's Discussion and Analysis of
Financial Conditions and Results of Operations," "Business" and other places in
this prospectus assumes the closing of this offering and the acquisition of the
eight companies. Our services focus on strategy consulting and creative and
technology solutions. We also provide ongoing services that assist clients in
establishing, developing and maintaining their Internet and electronic
commerce-related businesses. Our companies and their principal business
locations are:

<TABLE>
<S> <C>
Align Solutions Corp. Houston, Texas
Brand Dialogue-New York New York, New York
Free Range Media, Inc. Seattle, Washington
Integrated Consulting, Inc. dba i.con Dallas, Texas
interactive
InterActive8, Inc. New York, New York
Multimedia Resources, LLC Larchmont, New York
Potomac Partners Management Consulting, LLC Reston, Virginia
RSI Group, Inc. and subsidiaries Dallas, Texas
</TABLE>

Our customers generally retain us on a project-by-project basis. We
typically do not have material contracts that commit a customer to use our
services on a long-term basis. Revenue is recognized primarily using the
percentage of completion method on a contract-by-contract basis. Our use of the
percentage of completion method of revenue recognition requires management to
estimate the degree of completion of each project. To the extent these estimates
prove to be inaccurate, the revenues and gross profits reported for periods
during which work on the project is ongoing may not accurately reflect the final
financial results of the project. We make

31
<PAGE>
provisions for estimated losses on uncompleted contracts on a
contract-by-contract basis and recognize these provisions in the period in which
the losses are determined.

We provide our services primarily on a fixed-price, fixed-time frame basis.
We use internally developed processes to estimate and propose fixed prices for
our projects. The estimation process accounts for standard billing rates
particular to each project based upon the level of expertise and number of
consultants required, the technology environment, the overall technical
complexity and whether strategic, creative or technology solutions or
value-added services are being provided to the client. We also provide services
on a time and materials basis.

Align has been identified as the "accounting acquiror" for our financial
statement presentation, and its assets and liabilities are being recorded at
historical cost levels. Each of the remaining acquisitions of our companies will
be accounted for using the purchase method of accounting. Accordingly, the
purchase prices for those companies have been allocated based on preliminary
estimates of the fair value of the tangible assets and liabilities to be assumed
as of June 30, 1999. The excess of the fair value of the consideration paid over
the fair value of the net assets to be acquired, other than those of Align,
totals approximately $248.2 million and is recorded as goodwill on our pro forma
balance sheet. Because the Internet and electronic commerce industries are in
the early stage of development and are continuing to evolve rapidly, the
recorded goodwill from the acquisitions will be amortized on a straight line
basis over three years, the estimated period of benefit. The pro forma impact of
this amortization expense is approximately $82.7 million per year. See the notes
to our unaudited pro forma combined financial statements. In addition, pro forma
amortization expense includes approximately $7.7 million per year related to the
estimated fair value of options to be granted to the owners of Brand
Dialogue-New York.

Subsequent to December 31, 1998, Align has acquired three businesses in
exchange for Align common stock. The Align acquisitions will be accounted for
using the purchase method of accounting. The excess of fair value of the
consideration paid over the fair value of the net assets to be acquired for
Fifth Gear Media Corporation, inmedia, inc. and Synapse Group, Inc. totals
approximately $15.7 million and is recorded as goodwill on our pro forma balance
sheet. Goodwill from the acquisitions will be amortized on a straight line basis
over three years, the estimated period of benefit. The pro forma impact of
amortization expense for Align's acquisitions is approximately $5.2 million per
year.

We have entered into an agreement in principle with United Air Lines, Inc.,
or United, under which we have agreed to provide electronic commerce strategy,
business planning and design services to United until June 30, 2004, but United
has no obligation to purchase any services from us. Under this agreement, we
have agreed to issue to United a warrant to purchase up to 300,000 shares of our
common stock at an exercise price per share equal to the initial offering price.
Under the warrant, United will have the immediate right to purchase 50,000
shares of common stock. Over the five year term of the agreement, United will
obtain the right to purchase 5,000 shares of the remaining shares under the
warrant for every $1 million of revenues we receive from United up to $50
million of revenue.

PRO FORMA COMBINED RESULTS OF OPERATIONS

Our pro forma combined results of operations for the periods presented do
not represent combined results of operations presented in accordance with
generally accepted accounting principles, but are only a summation of the
revenues, operating expenses and general and administrative expenses of our
companies on a pro forma basis. The pro forma combined

32
<PAGE>
results may not be comparable to, and may not be indicative of, our
post-combination results of operations because:

- our companies were not under common control or management during the
periods presented;

- we will incur incremental costs related to our new corporate management
and the costs of being a public company; and

- the combined data do not reflect potential benefits and cost savings we
may realize when operating as a combined entity.

The following discussion should be read in conjunction with our unaudited pro
forma combined financial statements and the related notes and the historical
financial statements and the related notes of the eight companies we will
acquire appearing elsewhere in this prospectus. The following table sets forth
the combined results of operations of the companies we will acquire on a pro
forma basis:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED JUNE
DECEMBER 31, 30,
------------- ----------------------
1998 1998 1999
------------- ---------- ----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Revenues............................................... $ 54,846 $ 24,741 $ 41,437
Cost of services....................................... 36,298 17,396 24,741
------------- ---------- ----------
Gross profit........................................... 18,548 7,345 16,696
Selling, general and administrative.................... 26,014 11,966 16,115
Equity based compensation expense...................... 4,355 3,604 3,488
Intangibles amortization............................... 95,760 47,880 47,855
------------- ---------- ----------
Loss from operations................................... $ (107,581) $ (56,105) $ (50,762)
------------- ---------- ----------
------------- ---------- ----------
</TABLE>

LUMINANT WORLDWIDE CORPORATION--UNAUDITED PRO FORMA COMBINED RESULTS OF
OPERATIONS--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE
30, 1999

REVENUES. Revenues increased approximately $16.7 million, or 67%. This
increase resulted from an increase in the number and size of client projects
offset by an approximate $1.8 million decline in revenues at RSI due to a
decrease in staffing related to a decrease in business with First Data
Resources. No client contributed in excess of 10% of our revenues during the
period.

COST OF SERVICES. Cost of services increased approximately $7.3 million, or
42%. The increase resulted from direct costs related to the increased number of
client projects. Gross profit margins increased from 30% for the six months
ended June 30, 1998 to 40% for the same period in 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $4.1 million, or 35%. The increase resulted
from additional expenses needed to support sales growth. Selling, general and
administrative expenses as a percentage of revenues decreased from 48% for the
six months ended June 30, 1998 to 39% for the six months ended June 30, 1999.

EQUITY BASED COMPENSATION EXPENSE. Equity based compensation expense
decreased approximately $116,000, or 3%. The June 30, 1998 expense is related to
vested options granted at less than fair market value in connection with Align's
1999 acquisitions. A significant number of options immediately vested upon
grant. The June 30, 1999 expense is related to the continued vesting of the
options granted at less than fair market value in connection with Align's 1999
acquisitions. Included in the six months ended June 30, 1998, equity based
compensation expense are provisions for stock issuances at less than fair market
value to Luminant management.

33
<PAGE>
LUMINANT WORLDWIDE CORPORATION--UNAUDITED PRO FORMA COMBINED RESULTS OF
OPERATIONS FOR 1998

REVENUES. Pro forma consolidated revenues for the year ended December 31,
1998 were approximately $54.8 million and cost of services for the same period
were approximately $36.3 million with a gross profit margin of 34%.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were approximately $26 million for the year ended December 31, 1998, or
47% of revenues.

EQUITY BASED COMPENSATION EXPENSE. Equity based compensation expense is
comprised of charges related to vested options granted at less than fair market
value related to Align's 1999 acquisitions and for stock issuances at less than
fair market value to Luminant management.

SEASONALITY AND CYCLICALITY; POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING
RESULTS

We believe that the market for Internet and electronic commerce related
professional services is influenced by general economic conditions and
particularly by the level of technological change in the industry. Increased
levels of technological change drive the need for professional services we
provide. We also believe that the industry tends to experience periods of
decline and recession during economic downturns. If the industry does experience
sustained periods of economic recessions, any decline may have a material
adverse effect on our operating results. We plan our operating expenditures
based on revenue forecasts, and a revenue shortfall below forecasts in any
quarter would likely adversely affect our operating results for that quarter.

For other factors which could cause quarterly fluctuations and influence
operating results, please see "Risk Factors--We are affected by seasonal factors
that could cause our revenues to fluctuate from quarter to quarter."

ALIGN SOLUTIONS CORP.--RESULTS OF OPERATIONS

Align has offices in Houston and Dallas, Texas and Atlanta, Georgia and has
205 employees. The following table sets forth certain selected financial data
for Align on a historical basis for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
-------------------- --------------------
1996(1) 1997 1998 1998 1999
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Revenues....................................................... $ 112 $ 3,268 $ 9,226 $ 2,997 $ 10,793
Cost of services............................................... 80 1,783 5,128 1,805 6,372
--------- --------- --------- --------- ---------
Gross profit................................................... 32 1,485 4,098 1,192 4,421
Selling, general and administrative............................ 233 1,634 4,097 1,698 8,592
--------- --------- --------- --------- ---------
Operating income (loss)........................................ $ (201) $ (149) $ 1 $ (506) $ (4,171)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

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

(1) Inception - October 1996

ALIGN SOLUTIONS CORP.--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS
ENDED JUNE 30, 1999

REVENUES. Revenues increased approximately $7.8 million, or 260%. This
increase resulted from an increase in the number and size of client projects.
These increases were driven by the addition of 59 consultants to meet the
increased demand for services in the six months ended June 30, 1999 from
customers such as Enron Energy Services which contributed 12% of total revenues
and Merrill Lynch which contributed 11% of total revenues. No other client
contributed 10% or more of Align's revenues during the period.

34
<PAGE>
COST OF SERVICES. Cost of services increased approximately $4.6 million, or
253%. The increase resulted from costs related to the addition of 59
consultants. Gross profit margin increased from 40% for the six months ended
June 30, 1998 to 41% for the same period in 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $6.9 million, or 406%. The increase resulted
from compensation charges of $3.3 million for stock options issued below fair
market value during the six months ended June 30, 1999 and an increase in
personnel costs related to the addition of nine administrative employees.

ALIGN SOLUTIONS CORP.--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $6.0 million, or 182%. This
increase resulted from an increase in the number and size of client projects
attributable to the addition of 51 consultants to meet the demand for services.
For the year ended December 31, 1998, Enron Energy Services contributed 19% of
total revenues and Administaff contributed 21% of total revenues. No other
client contributed 10% or more of Align's revenues during the period.

COST OF SERVICES. Cost of services increased approximately $3.3 million, or
188%. The increase resulted from costs related to the addition of 51 consultants
due to the increased number of client projects. Gross profit margin decreased
from 45% for the year ended December 31, 1997 to 44% for the same period in
1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $2.5 million, or 151%. The increase resulted
from the addition of personnel to support revenue growth targets.

ALIGN SOLUTIONS CORP.--1996 COMPARED TO 1997

REVENUES. Revenues increased approximately $3.2 million, or 2,818%. Align
was founded in October 1996 and thus 1996 reflects only three months of
operations.

For the period ended December 31, 1996, revenues from Chevron and Internet
Commerce Corporation accounted for 60% of total revenues. For the year ended
December 31, 1997, Nitro contributed 12% of total revenues and Chevron
contributed 14% of total revenues. No other client accounted for 10% or more of
Align's revenues in these periods.

COST OF SERVICES. Cost of services increased approximately $1.7 million, or
2,129%. The increase resulted from a full year's operations and expenses in 1997
compared to three months of operations in 1996. Gross profit margin increased
from 29% for the period ended December 31, 1996 to 45% for the same period in
1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $1.4 million, or 601%. The increase resulted
from 1997 being the first full year of Align's operations.

ALIGN SOLUTIONS CORP.--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, Align had approximately $48,167 in cash and cash
equivalents compared to $0 at December 31, 1998. Cash used in operations was
$243,000 for the year ended December 31, 1998 and $223,000 for the six months
ended June 30, 1999. In all periods, the net cash used in operating activities
was due to a net loss, offset by adjustments for non-cash equity related
compensation charges, and growth in the business, resulting in increases in
accounts receivable.

35
<PAGE>

Cash used in investing activities was $767,000 for the year ended December
31, 1998 and $369,000 for the six months ended June 30, 1999. In all periods,
cash used in investing activities was for capital expenditures for the purchase
of computer equipment, furniture and fixtures and leasehold improvements.

Cash provided by financing activities was $999,000 for the year ended
December 31, 1998 and $640,000 for the six months ended June 30, 1999. Financing
was provided by borrowings on Align's line of credit and long-term debt of
$125,000 during the year ended December 31, 1998 and $686,000 for the six months
ended June 30, 1999. Proceeds from the issuance of common stock were $944,000
during the year ended December 31, 1998. At June 30, 1999, the Company's
revolving credit facilities provided for borrowings up to $1.2 million. At June
30, 1999, approximately $100,000 remained available for borrowing under the
credit facilities.

In February 1999, Align acquired all of the capital stock of Synapse Group,
Inc., an Internet consulting company. The purchase was completed by the issuance
of 805,736 shares of Align's stock and 472,744 options, and resulted in goodwill
of approximately $9.6 million, which is being amortized on a straight-line basis
over an estimated useful life of three years.

In May 1999, Align acquired all of the capital stock of Fifth Gear Media
Corporation, an Internet consulting company. The purchase was completed by the
issuance of 300,000 shares of Align's stock and resulted in goodwill of
approximately $3.7 million, which is being amortized on a straight-line basis
over an estimated useful life of three years.

In May 1999, Align acquired the assets and certain liabilities of inmedia,
inc., an Internet consulting company. The purchase was completed by the issuance
of 140,000 shares of Align's stock and resulted in goodwill of approximately
$2.5 million, which is being amortized on a straight-line basis over an
estimated useful life of three years.

Unbilled revenues increased approximately $70,000 from approximately $11,000
on December 31, 1998 to $81,000 on June 30, 1999, due to the addition of new
customer accounts.

Accrued bonus increased to approximately $668,000 at December 31, 1998 from
$0 at December 31, 1997. During 1998, Align accrued a monthly bonus based on
each employee's performance and paid it during 1999. Align has an accrued bonus
of approximately $677,000 at June 30, 1999.

Total stockholders' equity increased approximately $14.2 million from $1.5
million on December 31, 1998 to $15.7 million on June 30, 1999, due to the
additional paid-in capital from the purchase of Synapse Group, Inc.

BRAND DIALOGUE-NEW YORK, THE NEW YORK BRANCH OF A YOUNG & RUBICAM
DIVISION,--RESULTS OF OPERATIONS

Brand Dialogue-New York, a wholly-owned business of Young & Rubicam Inc., is
located in New York City and has approximately 70 employees. The following table
shows certain selected financial data for Brand Dialogue-New York on a
historical basis for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER SIX MONTHS ENDED
31, JUNE 30,
-------------------- --------------------
1996(1) 1997 1998 1998 1999
--------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues.................................................... $ 1,922 $ 4,011 $ 7,237 $ 3,057 $ 6,004
Compensation expense, including employee benefits........... 943 1,842 4,596 2,139 3,424
General and administrative expenses......................... 402 998 1,677 755 1,411
--------- --------- --------- --------- ---------
Operating income............................................ $ 577 $ 1,171 $ 964 $ 163 $ 1,169
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

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

(1) Inception-April 1996

36
<PAGE>
BRAND DIALOGUE-NEW YORK--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS
ENDED JUNE 30, 1999

REVENUES. Revenues increased approximately $2.9 million, or 96%. This
increase resulted from an increase in the number and size of client projects.
During the six months ended June 30, 1999, the United States Postal Service
contributed 18% of total revenues, Citibank contributed 13% of total revenues,
and the United States Army contributed 11% of total revenues. No other client
contributed 10% or more of Brand Dialogue-New York's revenues during the period.

COMPENSATION EXPENSE, INCLUDING EMPLOYEE BENEFITS. Compensation expense
increased the approximately $1.3 million, or 60%. The increase resulted from the
addition of 33 employees and employee-related costs associated with the overall
growth in business.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by approximately $656,000, or 87%. This increase was a result of
higher facility costs and corporate overhead allocated expenses including
utilities and insurance necessary to support Brand Dialogue-New York's growth.

BRAND DIALOGUE-NEW YORK--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $3.2 million, or 80%. This
increase resulted from an increase in the number and size of client projects
during 1998 including services performed for AT&T which contributed 29% of total
revenues, Pfizer which contributed 13% of total revenues, the United States
Postal Service which contributed 12% of total revenues and Citibank which
contributed 11% of total revenues. No other client contributed 10% or more of
Brand Dialogue-New York's revenues during the period.

COMPENSATION EXPENSE, INCLUDING EMPLOYEE BENEFITS. Compensation expense
increased approximately $2.8 million, or 150%. The increase resulted from the
addition of 31 employees and employee-related costs associated with the overall
growth in business.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by approximately $679,000, or 68%. The increase resulted from
additional costs associated with an increase in personnel including facilities,
utilities, and insurance.

BRAND DIALOGUE-NEW YORK--1996 COMPARED TO 1997

REVENUES. Revenues increased approximately $2.1 million, or 109%. This
increase was due to 1997 being the first full year of operations. Brand
Dialogue-New York was started in April 1996. During 1997, there was also an
increase in the number and size of projects including projects for AT&T which
contributed 23% of total revenues, Cadbury Schweppes which contributed 15% of
total revenues, Ford Motor Company which contributed 11% of total revenues and
Whitehall which contributed 10% of total revenues. No other client contributed
10% or more of Brand Dialogue-New York's revenues during the period.

COMPENSATION EXPENSE, INCLUDING EMPLOYEE BENEFITS. Compensation expense
increased approximately $899,000, or 95%. The increase was proportionate with
revenue growth and the result of the addition of 20 personnel.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by approximately $596,000, or 148%. The increase resulted from higher
overhead associated with a 100% increase in personnel. Because of the
substantial increase in the size of the business, a majority of general and
administrative expense allocations, including rent, salaries, insurance and
utilities increased.

37
<PAGE>
BRAND DIALOGUE-NEW YORK--LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operations was $724,000 for the year ended December 31,
1998 due to a growth in the business offset by fluctuations in working capital.
Cash used in operations was approximately $3.5 million for the six months ended
June 30, 1999 due primarily to an increase in accounts receivable of $3.0
million due to the increase in revenue for the six months coupled with a
decrease in accounts payable and accrued expenses of $319,000 due to timing
differences.

Cash used in investing activities was $388,000 for the year ended December
31, 1998 and $228,000 for the six months ended June 30, 1999. In all periods,
cash used in investing activities was for capital expenditures.

Cash used in financing activities was $336,000 for the year ended December
31, 1998 due to the return of cash received from Young & Rubicam. Cash flows
provided by financing activities was $3.7 million for the six months ended June
30, 1999 due to payments received from Young & Rubicam.

FREE RANGE MEDIA, INC.--RESULTS OF OPERATIONS

Free Range Media, Inc., or Free Range, is located in Seattle, Washington and
has 80 employees. The following table shows certain selected financial data for
Free Range on a historical basis for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
--------- --------- --------- --------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 2,940 $ 1,982 $ 3,520 $ 1,212 $ 4,817
Cost of services.......................................... 2,016 1,641 3,248 1,278 2,896
--------- --------- --------- --------- ---------
Gross profit.............................................. 924 341 272 (66) 1,921
Selling, general and administrative....................... 2,005 2,985 4,922 2,398 2,268
--------- --------- --------- --------- ---------
Operating loss............................................ $ (1,081) $ (2,644) $ (4,650) $ (2,464) $ (347)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

FREE RANGE MEDIA, INC.--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS
ENDED JUNE 30, 1999

REVENUES. Revenues increased approximately $3.6 million, or 297%. This
increase resulted from the hiring of 18 consultants to meet the demand for
increased size of client projects during the six months ended June 30, 1999.
This includes services for Key Bank which contributed 29% of total revenues, SMS
Management and USDA Amerischool which contributed 16% and 13% of total revenues,
respectively. No other client contributed 10% or more of Free Range's revenues
during the period.

COST OF SERVICES. Cost of services increased approximately $1.6 million, or
127%. The increase resulted from costs associated with the hiring of 18
consultants due to the increase in number and size of client projects. Gross
profit margin increased from a negative 5% for the six months ended June 30,
1998 to 40% for the same period in 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by approximately $130,000, or 5%. The decrease resulted from
a $730,000 reduction in the sales and marketing expenses due to the closure of
field offices. This reduction is offset by an increase in the expenses of Free
Range's wholly owned subsidiary incurred up to the date of disposition of
$606,000.

38
<PAGE>
FREE RANGE MEDIA, INC.--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $1.5 million, or 78%. This
increase resulted from an increase in the number and size of client projects
which was due to the hiring of 11 new consultants to meet the increased demand
for services. No client contributed 10% or more of Free Range's revenues during
the period.

COST OF SERVICES. Cost of services increased approximately $1.6 million, or
98%. The increase resulted from costs associated with the hiring of 11
consultants. Gross profit margin decreased from 17% for the year ended December
31, 1997, to 8% for the same period in 1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $1.9 million, or 65%. This increase resulted
from opening sales offices throughout the United States to support anticipated
growth. Selling, general and administrative expenses as a percentage of revenues
decreased from 151% for the year ended December 31, 1997 to 140% for the year
ended December 31, 1998.

FREE RANGE MEDIA, INC.--1996 COMPARED TO 1997

REVENUES. Revenues decreased approximately $958,000, or 33%. No client
accounted for 10% or more of Free Range's revenues in these periods. This
decrease was due to Free Range stopping work for certain smaller clients so that
Free Range could increase the number of repeat projects with larger clients.

COST OF SERVICES. Cost of services decreased approximately $375,000, or
19%. The decrease resulted from a decrease in direct costs associated with fewer
client projects. Gross profit margin decreased from 31% for the year ended
December 31, 1996 to 17% for the same period in 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $980,000, or 49%. The increase was
attributable to additional personnel necessary to support anticipated growth.

FREE RANGE MEDIA, INC.--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, Free Range had approximately $58,000 in cash and cash
equivalents compared to $30,000 at December 31, 1998. Cash used in operations
was $4.2 million and $1.1 million for the periods ended December 31, 1998 and
June 30, 1999, respectively. In all periods, the net cash used in operating
activities was due to a net loss.

Cash used in investing activities was $247,000 for the year ended December
31, 1998 and $70,000 for the six months ended June 30, 1999. In all periods,
cash used in investing activities was for capital expenditures for the purchase
of computer equipment, furniture and fixtures and leasehold improvements.
Additionally, in 1998, Free Range sold their interest in FreeZone, LLC for
approximately $680,000.

Cash provided by financing activities was $4.4 million for the year ended
December 31, 1998 and $1.2 million for the six months ended June 30, 1999. In
1998, cash was provided by borrowings of $3.2 million and issuance of $1.2
million aggregate liquidation preference of preferred stock to a related party.
In 1999, $1.2 million of cash was provided from borrowings on a note payable
with a related party.

39
<PAGE>
INTEGRATED CONSULTING, INC.--RESULTS OF OPERATIONS

Integrated Consulting, Inc. dba i.con interactive, or i.con, is
headquartered in Dallas, Texas, and has 36 employees. The following table sets
forth certain selected financial data for i.con on a historical basis for the
periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
--------- --------- --------- --------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues................................................... $ 443 $ 849 $ 2,140 $ 949 $ 1,907
Cost of services........................................... 132 267 716 267 594
--------- --------- --------- --------- ---------
Gross profit............................................... 311 582 1,424 682 1,313
Selling, general and administrative........................ 315 550 1,383 516 1,124
--------- --------- --------- --------- ---------
Operating income (loss).................................... $ (4) $ 32 $ 41 $ 166 $ 189
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

INTEGRATED CONSULTING, INC.--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX
MONTHS ENDED JUNE 30, 1999

REVENUES. Revenues increased approximately $958,000, or 101%. This increase
resulted entirely from the revenues generated by the expansion in the number of
consultants from 12 to 25 to meet the increased demands for services during the
six months ended June 30, 1999, including services for the Texas Rangers
Baseball Club and Dallas Stars Hockey Club. No client contributed 10% or more of
i.con's revenues during the period. i.con earned a portion of its revenue under
barter arrangements with certain customers in which i.con provided website
development and maintenance services in exchange for advertising. Barter
revenues increased approximately $59,000, or 39%, from $153,000 for the six
months ended June 30, 1998 to $212,000 for the same period in 1999. This
increase resulted primarily from an increase in web development services for the
Texas Rangers Baseball Club and Dallas Stars Hockey Club.

COST OF SERVICES. Cost of services increased approximately $327,000, or
122%. The increase resulted from costs associated with the hiring of 13
consultants due to the increased number of client projects. Gross profit margin
decreased from 72% for the six months ended June 30, 1998 to 69% for the same
period in 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $608,000, or 118%. The increase was due to
increases in executive compensation of $182,000, personnel costs of $123,000 due
to the hiring of additional administrative personnel to support the increases in
sales, a $67,000 increase in sales commissions, a $58,000 increase in legal and
professional expenses related to the transaction with Luminant and increased
personnel recruitment costs.

INTEGRATED CONSULTING, INC.--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $1.3 million, or 152%. i.con
earned a portion of its 1998 revenue under barter arrangements with certain
customers for website development and maintenance services in exchange for
advertising. Barter revenues were $425,000 for the year ended December 31, 1998
and were $0 for the year ended December 31, 1997. This increase related
primarily to the recording of revenue for transactions with the Texas Rangers
Baseball Club and Dallas Stars Hockey Club. Barter revenue was not recorded for
the year ended December 31, 1997, as i.con had not entered into a formalized
plan with the Texas Rangers or Dallas Stars and did not meet requirements for
recording barter revenue in that period. The remaining amount of the increase in
revenues was attributable to a 70% increase in the number of consultants in
order to meet additional demand for services. For the year ended

40
<PAGE>
December 31, 1998, the Dallas Stars contributed 12% of total revenues. No other
client contributed 10% or more of i.con's revenues during the period.

COST OF SERVICES. Cost of services increased approximately $449,000, or
168%. The increase resulted from costs associated with a 70% increase in the
number of consultants. Gross profit margin decreased from 69% for the year ended
December 31, 1997 to 67% for the same period in 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by approximately $833,000, or 151%. The
increase resulted from the addition of seven personnel.

INTEGRATED CONSULTING, INC.--1996 COMPARED TO 1997

REVENUES. Revenues increased approximately $406,000, or 92%. During 1997,
there was a 67% increase in the number of consultants in order to meet the
demand caused by the increased number and size of client projects, which
included services performed for S2 Systems which contributed 13% of total
revenues and Alcatel Network Systems which contributed 10% of total revenues. No
other client contributed 10% or more of i.con's revenues during the period.

COST OF SERVICES. Cost of services increased approximately $135,000, or
102%. This increase was due to a 67% increase in the number of consultants.
Gross profit margin decreased from 70% for the year ended December 31, 1996 to
69% for the same period in 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $235,000, or 75%. The increase resulted from
salaries and benefit costs related to the addition of personnel.

INTEGRATED CONSULTING, INC.--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, i.con had approximately $108,000 in cash and cash
equivalents compared to $9,000 at December 31, 1998. Cash provided by operations
was $49,000 in 1998, which was due to net income and other working capital
changes due to the overall growth in the Company. Cash provided by operations
was $118,000 for the six months ended June 30, 1999, which was due to
fluctuations in working capital changes due to the growth in the business.

Cash used in investing activities was $147,000 for the year ended December
31, 1998 and $160,000 for the six months ended June 30, 1999. In all periods
cash used in investing activities was for capital expenditures for the purchase
of computer equipment, furniture and fixtures and leasehold improvements.

In 1998, cash provided from financing activities was $64,000 from proceeds
from long-term debt. For the six months ended June 30, 1999, cash of $141,000
was provided from financing activities by $140,000 of borrowings on i.con's line
of credit and proceeds from long-term debt. At June 30, 1999, i.con's revolving
credit facilities provided for borrowings up to $250,000. Borrowings of $175,000
were available under the credit facility as of June 30, 1999.

41
<PAGE>
INTERACTIVE8, INC.--RESULTS OF OPERATIONS

InterActive8, Inc., or InterActive8, is located in New York, New York, and
has 68 employees. The following table sets forth certain selected financial data
for InterActive8 on a historical basis for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED JUNE 30,
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
--------- --------- --------- --------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 1,713 $ 2,818 $ 4,097 $ 1,891 $ 3,657
Cost of services.......................................... 1,056 1,634 2,033 1,521 4,679
--------- --------- --------- --------- ---------
Gross profit.............................................. 657 1,184 2,064 370 (1,022)
Selling, general and administrative....................... 460 1,382 2,419 577 1,255
--------- --------- --------- --------- ---------
Operating income (loss)................................... $ 197 $ (198) $ (355) $ (207) $ (2,277)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

INTERACTIVE8, INC.--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED
JUNE 30, 1999

REVENUES. Revenues increased approximately $1.8 million, or 93%. This
increase resulted from an increase in the number of consultants from 32 to 61 to
meet the demand caused by additional client projects, including Maybelline. For
the six months ended June 30, 1999, A&E Television Networks contributed 33% of
total revenues and M&M/Mars contributed 16% of total revenues compared to 27%
and 26%, respectively, during the six months ended June 30, 1998. No other
client contributed 10% or more of InterActive8's revenues during the six months
ended June 30, 1999.

COST OF SERVICES. Cost of services increased approximately $3.2 million, or
208%. The increase resulted from direct costs related to the hiring of 29
consultants as well as the recognition of compensation expense for equity
appreciation rights in the amount of $2.9 million. Gross profit margin decreased
from 20% for the six months ended June 30, 1998 to a negative 28% for the same
period in 1999. However, excluding equity related compensation expense, the
gross profit margin would have been 51% for the six months ended June 30, 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $678,000, or 118%. The increase resulted
from $304,000 of additional personnel costs, $98,000 of additional costs related
to recruitment and temporary employees, an increase in depreciation expense of
$82,000 and an increase of $194,000 in other costs to support the increase in
revenues.

INTERACTIVE8, INC.--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $1.3 million, or 45%. This
increase was due to an increase in the number of consultants on staff to perform
services. For the year ended December 31, 1998, A&E Television Networks
contributed 35% of total revenues, which represented an increase of
approximately $559,000 over 1997, and M&M/Mars contributed 10% of total
revenues. No other client contributed 10% or more of InterActive8's revenues
during the period.

COST OF SERVICES. Cost of services increased approximately $399,000, or
24%. The increase resulted from costs related to the hiring of nine consultants
due to the increased number of client projects. Gross profit margin increased
from 42% for the year ended December 31, 1997 to 50% for the same period in
1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $1.0 million, or 75%. Because of the 45%
increase in revenues, and the related

42
<PAGE>
increase in the number of personnel, a majority of general overhead costs
including salaries, rent, utilities and insurance increased as well.

INTERACTIVE 8, INC.--1996 COMPARED TO 1997

REVENUES. Revenues increased approximately $1.1 million, or 65%. This
increase resulted from an increase in the number and size of client projects
during the year ended December 31, 1997, including projects for A&E Television
Networks which contributed 31% of total revenues, AT&T which contributed 14% of
total revenues and M&M/Mars which contributed 21% of total revenues. No other
client contributed 10% or more of InterActive8's revenues during the period.

COST OF SERVICES. Cost of services increased approximately $578,000, or
55%. The increase resulted from the addition of professional consulting
personnel. Gross profit margin increased from 38% for the year ended December
31, 1996 to 42% for the same period in 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $922,000, or 200%. Due to the $1.1 million
increase in revenues, and the related changes in headcount, a substantial
portion of general and administrative expenses increased as well.

INTERACTIVE8, INC.--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, InterActive8, Inc. had approximately $150,000 in cash and
cash equivalents compared to $130,000 at December 31, 1998. Cash provided by
operations was $668,000 for the six months ended June 30, 1999. Cash used in
operations was $549,000 for the year ended December 31, 1998. In all periods,
cash from/used in operations was due to InterActive8, Inc.'s net loss offset by
working capital changes due to the growth of the business. Additionally, for the
six months ended June 30, 1999, the net loss of $2.3 million was offset by a
non-cash compensation charge of $2.9 million.

Cash used in investing activities was $151,000 for the year ended December
31, 1998 and $898,000 for the six months ended June 30, 1999. In all periods,
cash used in investing activities was for capital expenditures for the purchase
of computer equipment and leasehold improvements.

Cash provided by financing activities was $250,000 for the six months ended
June 30, 1999 due to borrowings on InterActive8, Inc.'s credit facility and
long-term debt. Cash provided by financing activities for the year ended
December 31, 1998 was $738,000 due to borrowings on InterActive8, Inc.'s credit
facility and long-term debt of $746,000 and the issuance of common stock for
$50,000. At June 30, 1999, InterActive8, Inc.'s revolving credit facilities
provided for borrowings up to $250,000. There was no borrowing available under
the credit facility.

MULTIMEDIA RESOURCES, LLC--RESULTS OF OPERATIONS

Multimedia Resources, LLC, or Multimedia, is located in Larchmont, New York
and has 14 employees. The following table sets forth certain selected financial
data for Multimedia on a historical basis for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- --------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
--------- --------- --------- --------- ---------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenues.................................................. $ 1,928 $ 3,476 $ 2,068 $ 1,352 $ 1,629
Cost of services.......................................... 985 2,437 1,756 1,153 889
--------- --------- --------- --------- ---------
Gross profit.............................................. 943 1,039 312 199 740
Selling, general and administrative....................... 420 537 275 131 282
--------- --------- --------- --------- ---------
Operating income (loss)................................... $ 523 $ 502 $ 37 $ 68 $ 458
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

43
<PAGE>
MULTIMEDIA RESOURCES, LLC--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS
ENDED JUNE 30, 1999

REVENUES. Revenues increased approximately $277,000, or 20%. This increase
resulted from an increase in the number of clients as well as growth in services
to MasterCard International. For the six months ended June 30, 1999, MasterCard
International contributed 31% of total revenue. No other client contributed 10%
or more of Multimedia's revenues during the period.

COST OF SERVICES. Cost of services decreased approximately $264,000, or
23%. The decrease resulted from lower outside consultant costs of $321,000,
offset by an increase in in-house consultant wages. Gross profit margin
increased from 15% for the six months ended June 30, 1998 to 45% for the same
period in 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $151,000, or 115%. Salaries and wages
increased $85,000 due to the hiring of additional personnel. The remaining
increase is the result of additional costs including insurance and utilities
increasing to support revenue growth.

MULTIMEDIA RESOURCES, LLC--1997 COMPARED TO 1998

REVENUES. Revenues decreased approximately $1.4 million, or 41%. This
decrease resulted from the temporary loss of MasterCard International as a
client. Multimedia resumed providing services to MasterCard International during
the first quarter of 1999. For the year ended December 31, 1998, MasterCard
International still contributed 34% of total revenues. No other client
contributed 10% or more of Multimedia's revenues during the period.

COST OF SERVICES. Cost of services decreased approximately $681,000, or
28%. The decrease resulted from the temporary loss of MasterCard International,
a significant client. Gross profit margin decreased from 30% for the year ended
December 31, 1997 to 15% for the same period in 1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by approximately $262,000, or 49%. The decrease resulted from
decreases in owner salaries as a result of a decrease in volume.

44
<PAGE>
MULTIMEDIA RESOURCES, LLC--1996 COMPARED TO 1997

REVENUES. Revenue increased approximately $1.5 million, or 80%. This
increase resulted from an increase in Internet development projects for
MasterCard International of approximately $1.1 million and the Society of
European Satellites, or SES, of approximately $400,000. For the year ended
December 31, 1997, MasterCard International contributed 63% of total revenues
and SES contributed 14% of total revenues. No other clients contributed 10% or
more of Multimedia's revenues during the period.

COST OF SERVICES. Cost of services increased approximately $1.5 million, or
147%. The increase resulted from additional personnel and $1.2 million for
contract employees to support Internet development work for MasterCard
International. Gross profit margin decreased from 49% for the year ended
December 31, 1996 to 30% for the same period in 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $117,000, or 28%. This increase resulted
directly from the increase in the volume of business.

MULTIMEDIA RESOURCES, LLC--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, Multimedia had approximately $340,000 in cash and cash
equivalents compared to $121,000 at December 31, 1998. Cash provided by
operations was $348,000 for the year ended December 31, 1998 and $362,000 for
the six months ended June 30, 1999. In all periods, the net cash provided by
operating activities was due to Multimedia generating net income and
fluctuations in working capital changes due to the growth in the business.

Cash used in investing activities was $4,000 for the year ended December 31,
1998 and the six months ended June 30, 1999 and was used for capital
expenditures.

Cash used in financing activities was $324,000 for the year ended December
31, 1998 and $139,000 for the six months ended June 30, 1999 representing
distributions to members.

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC--RESULTS OF OPERATIONS

Potomac Partners Management Consulting, LLC, or Potomac Partners, is located
in Reston, Virginia, has operations in eight states, and has 37 employees. The
following table sets forth certain selected financial data for Potomac Partners
on a historical basis for the periods indicated:

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
------------- --------------------
1997(1) 1998 1998 1999
----------- ------------- --------- ---------
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Revenues............................................ $ 372 $ 4,886 $ 1,961 $ 4,918
Cost of services.................................... 290 5,086 1,570 9,229
----- ------------- --------- ---------
Gross profit........................................ 82 (200) 391 (4,311)
Selling, general and administrative................. 86 876 415 1,082
----- ------------- --------- ---------
Operating income (loss)............................. $ (4) $ (1,076) $ (24) $ (5,393)
----- ------------- --------- ---------
----- ------------- --------- ---------
</TABLE>

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

(1) Inception--November 1997

45
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC--SIX MONTHS ENDED JUNE 30, 1998
COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

REVENUES. Revenues increased approximately $3.0 million, or 151%. This
increase resulted from an increase in the number and size of client projects
which was driven by the addition of 11 consultants to meet the increased demand
for services. For the six months ended June 30, 1999, United contributed 36% of
total revenues, Wells Fargo contributed 28% of total revenues, and Office Depot
contributed 16% of total revenues. No other client contributed 10% or more of
Potomac Partners' revenues during the period.

COST OF SERVICES. Cost of services increased approximately $7.7 million, or
488%. Approximately $5.8 million, or 75%, of the increase was due to
compensation expense for the value of equity participation rights. The remaining
portion of the increase is attributable to the hiring of 11 consultants. Gross
profit margin decreased from 20% for the six months ended June 30, 1998 to a
negative 88% for the same period in 1999. However, excluding equity related
compensation expense, the gross profit margin would have been 30% for 1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $667,000, or 161%. The increase resulted
from an increase in bad debt expense of $315,000, a $125,000 increase in
personnel costs due to the hiring of additional personnel, a $91,000 increase in
insurance costs, a $68,000 increase in travel and entertainment, and a $38,000
increase in professional fees due to the transaction with Luminant.

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $4.5 million, or 1,213%. The
increase resulted from having a full year of operations for the year ended
December 31, 1998, during which there was an increase in the number of clients.
For the year ended December 31, 1998, Norwest contributed 18% of total revenues,
United contributed 26% of total revenues, Japan Malls contributed 17% of total
revenues and Western Development contributed 13% of total revenues. No other
client contributed 10% or more of Potomac Partners' revenues during the period.

COST OF SERVICES. Cost of services increased approximately $4.8 million, or
1,654%. Approximately $1.5 million of the increase was due to compensation
expense related to the value of equity participation rights. The remaining
increase resulted from costs associated with the hiring of 14 consultants due to
the increased number of projects. Gross profit margin decreased from 22% for the
year ended December 31, 1997 to a negative 4% for the same period in 1998.
However, excluding equity related compensation expense, the gross profit margin
would have been 27% for 1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $790,000, or 919%. The increase was due to a
full year's operations in 1998 compared with two months in 1997.

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, Potomac Partners had approximately $952,000 in cash and
cash equivalents compared to $892,000 at December 31, 1998. Cash provided by
operations was $278,000 for the year ended December 31, 1998 due to a
fluctuation in working capital due to the growth of the business. Cash used in
operations was $118,000 for the six months ended June 30, 1999 due to a net loss
of $5.4 million offset by a $5.8 million non-cash compensation charge and other
working capital changes due to the growth of the business.

46
<PAGE>

Cash used in investing activities was $53,000 for the year ended December
31, 1998 and $34,000 for the six months ended June 30, 1999. In all periods,
cash used in investing activities was for capital expenditures.

Cash from financing activities was $502,000 for the year ended December 31,
1998 and $212,000 for the six months ended June 30, 1999 due to capital
contributions by the members. In January 1999, Potomac Partners redeemed the
interests of several members, resulting in a distribution of Potomac Partners'
assets including cash of $184,000.

RSI GROUP, INC. AND SUBSIDIARIES--RESULTS OF OPERATIONS

RSI Group, Inc., or RSI, is headquartered in Dallas, Texas, and has four
additional offices in Omaha, Nebraska; Poughkeepsie, New York; Herndon, Virginia
and Research Triangle Park, North Carolina. RSI has 119 employees. The following
table sets forth certain selected financial data for RSI on a historical basis
for the periods indicated:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------- --------------------
1996 1997 1998 1998 1999
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Revenues................................................. $ 16,133 $ 15,724 $ 16,927 $ 8,461 $ 6,639
Cost of services......................................... 11,663 11,650 12,271 6,141 4,803
--------- --------- --------- --------- ---------
Gross profit............................................. 4,470 4,074 4,656 2,320 1,836
Selling, general and administrative...................... 4,105 3,745 4,253 2,171 2,600
--------- --------- --------- --------- ---------
Operating income (loss).................................. $ 365 $ 329 $ 403 $ 149 $ (764)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

RSI GROUP, INC. AND SUBSIDIARIES--SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX
MONTHS ENDED JUNE 30, 1999

REVENUES. Revenues decreased approximately $1.8 million, or 22%. This
decrease resulted from a decrease in staffing related to a decrease in business
with First Data Resources. During the period, RSI reduced the volume for
services performed for First Data Resources in order to concentrate on a
long-term strategy of focusing its business on more profitable services for
other clients. First Data Resources was seeking a further reduction in rates for
services which would have resulted in a decrease in the gross margins for the
services. For the six months ended June 30, 1999, IBM contributed 43% of total
revenues and National Association of Securities Dealers, Inc. contributed 10% of
total revenues. No other client contributed 10% or more of RSI's revenues during
the period.

COST OF SERVICES. Cost of services decreased approximately $1.3 million, or
22%. The decrease resulted from a reduction of costs associated with a 32%
decrease in the number of consultants. Gross profit margin remained unchanged at
approximately 27% for the six months ended June 30, 1998 and the same period in
1999.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased approximately $429,000, or 20%. The increase resulted from an
equity based compensation charge in 1999.

RSI GROUP, INC. AND SUBSIDIARIES--1997 COMPARED TO 1998

REVENUES. Revenues increased approximately $1.2 million, or 8%. This
increase resulted from an increase in services performed for IBM. For the year
ended December 31, 1998, IBM contributed 34% of total revenues and First Data
Resources contributed 13% of total revenues. No other client contributed 10% or
more of RSI's revenues during the period.

47
<PAGE>
COST OF SERVICES. Cost of services increased approximately $621,000, or 5%.
The increase resulted from a slight increase in the average number on staff in
1998. Gross profit margin increased from 26% for the year ended December 31,
1997 to 28% for the same period in 1998.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses increased by approximately $508,000, or 14%. The increase resulted from
the addition of personnel necessary to support higher volume of business, and
included increases in salaries, utilities and insurance.

RSI GROUP, INC. AND SUBSIDIARIES--1996 COMPARED TO 1997

REVENUES. Revenues decreased approximately $409,000, or 3%. This decrease
resulted primarily from a decline in staffing to First Data Resources. During
the period RSI reduced the volume of services performed for First Data Resources
in order to concentrate on a long-term strategy of focusing its business on more
profitable services for other clients. First Data Resources was seeking a
reduction in the fee arrangements for services which would have resulted in a
negative impact on gross margins. For the year ended December 31, 1997, IBM
contributed 28% of total revenues, First Data Resources contributed 17% of total
revenues and Computer Associates contributed 10% of total revenues. No other
client contributed 10% or more of RSI's revenues during the period.

COST OF SERVICES. Cost of services decreased approximately $13,000, or less
than 1%, which was a direct result of the slight decrease in the volume of
business. Gross profit margin decreased from 28% for the year ended December 31,
1996 to 26% for the same period in 1997.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by approximately $360,000, or 9%. The decrease was primarily
due to a reduction in staffing.

RSI GROUP, INC. AND SUBSIDIARIES--LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, RSI had approximately $36,000 in cash and cash equivalents
compared to $30,000 at December 31, 1998. Cash provided by operations was
$38,000 for the year ended December 31, 1998 and $885,000 for the six months
ended June 30, 1999. In 1998, the net cash used in operating activities was due
to fluctuations in working capital due to growth of the business. For the six
months ended June 30, 1999, the cash provided by operating activities was due to
a $811,000 reduction in accounts receivable.

Cash used in investing activities was $199,000 for the year ended December
31, 1998 and $8,000 for the six months ended June 30, 1999. In all periods, cash
used in investing activities was for capital expenditures for the purchase of
computer equipment and furniture fixtures.

Cash used in financing activities was $872,000 for the six months ended June
30, 1999 due to repayments on the line of credit of $762,000. Cash provided by
financing activities was $179,000 in 1998 due to borrowing under the line of
credit of $220,000. At June 30, 1999, RSI's revolving credit facilities provided
for borrowings up to $2.4 million. At June 30, 1999, approximately $1.4 million
remained available for borrowing under the credit facility.

PRO FORMA COMBINED LIQUIDITY AND CAPITAL RESOURCES

On a historical basis the eight companies and Luminant used $3.3 million and
$3.2 million of cash in its operations for the year ended December 31, 1998 and
the six months ended June 30, 1999.

Of the $3.3 million of cash used in operations on a historical basis for the
year ended December 31, 1998, one company, Free Range, used $4.2 million.
Exclusive of Free Range, the

48
<PAGE>
other companies as a group provided cash flows from operations of $900,000 for
the year ended December 31, 1998. The cash flow used in operating activities for
Free Range relates primarily to the net loss incurred by the Company during the
year ended December 31, 1998.

Of the $3.2 million of cash used in operations on a historical basis for the
six months ended June 30, 1999, Brand Dialogue-New York used $3.5 million and
Free Range used $1.1 million. Exclusive of Brand Dialogue-New York and Free
Range, the other companies as a group provided cash flows from operations of
$1.7 million for the six months ended June 30, 1999.

The cash flow used in operating activities for the six months ended June 30,
1999 was the first use of cash by Brand Dialogue-New York in any of the periods
presented and is attributable to several factors. There has been an increase in
accounts receivable and amounts due from related parties a result of the
increase in revenues for the six months ended June 30, 1999. Amounts due from
related parties represent receivables from Young & Rubicam.

During the six months ended June 30, 1999, Free Range experienced a
significant growth in accounts receivable, which increased to an approximate 70
day collection cycle as a result of the increase in the amount of revenue
generated by Free Range. We believe the acceleration of cash receipts from
customers to within normal terms of 30-45 days, management of the timing of
additions of personnel and restricting other cash operating expenditures to
those required to generate immediate revenue will reduce the uses of cash by
Free Range to less than $1.0 million per year.

Luminant intends to implement a unified budgetary system to ensure that
unexpected uses of cash flows in operations are kept to a minimum.

We initiated preliminary discussions with First Union Corporation in July
1999 to obtain a senior credit facility sufficient to provide working capital
for all our companies and to finance potential acquisitions, but we cannot
assure you that we will obtain a credit facility. If a credit facility can be
obtained, it is likely that it would require us to comply with various loan
covenants including maintenance of specified financial ratios; restrictions on
additional indebtedness; and restrictions on liens, guarantees, advances and
dividends. The facility would be used for working capital and general corporate
purposes, including payment of the contingent consideration from the current
acquisitions and any future acquisitions. We cannot assure you that we will
obtain a credit facility on advantageous terms, if at all. If we are unable to
obtain a credit facility, we may not be able to acquire additional companies,
open or expand offices, make capital expenditures, hire and train additional
personnel or otherwise expand our business.

On a pro forma basis, we made capital expenditures of approximately $2.6
million during the year ended December 31, 1998 and approximately $1.6 million
during the six months ended June 30, 1999. These capital expenditures were
primarily for computer equipment, internally used software purchases and
leasehold improvements. We expect to make capital expenditures of approximately
$3.2 million for hardware, software, and leasehold improvements during the next
12 months. No assurance can be made with respect to the actual timing and amount
of these expenditures.

After closing of this offering, Luminant will have approximately $15.4
million in cash and cash equivalents and approximately $8.5 million of
indebtedness outstanding on a pro forma basis and expects to make capital
expenditures of $3.2 million for hardware, software, and leasehold improvements
in the next 12 months. Luminant intends to minimize the operating uses of cash
by Free Range as described above; however, even if these improvements take
longer than expected the available cash and cash equivalents are expected to be
sufficient to finance capital expenditures, working capital and operations for
the next 12 months.

As part of the acquisition agreements, targets were established that would
provide additional purchase consideration. We have the discretion to pay
anywhere from 0% to 50% of

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the contingent consideration in cash, with the balance to be paid in common
stock. To the extent we elect to pay any portion of the contingent consideration
in cash, we would be required to seek additional debt or equity financing if
that portion of the contingent consideration would not be covered by the
increased operating cash flows from meeting these targets and any remaining cash
proceeds of this offering.

Prior to the initial filing of the registration statement to which this
prospectus relates, we entered into agreements to acquire the eight companies.
On September 2, 1999, we amended the acquisition agreements to change the
consideration to be received by the owners of the eight companies. It is
possible that the owners of the eight companies who receive common stock as part
of the acquisition may allege that the offering and sale of the shares of common
stock to them should be integrated with the offering and sale of the common
stock to the public under this prospectus, and that the offering and sale of
shares to the owners of the eight companies was not made in accordance with the
requirements of Section 5 of the Securities Act of 1933. Generally, the statute
of limitations for this type of claim is one year after the date of the alleged
violation and, if successful, would entitle the owners to rescind the issuance
of the shares to them and demand a return to them of the shares of the
applicable acquired company or make a monetary claim for the value of those
shares. This claim could be made for all of the 16,713,037 shares of common
stock received by the owners of the acquired companies, which based upon the
assumed offering price of $16.00 per share would represent a total potential
claim of $267.4 million. We believe that the offer and sale of common stock to
the owners of the eight companies should not be integrated with the offer and
sale of the common stock to the public under this prospectus and qualifies for a
private placement exemption, but we cannot assure you that the former owners of
the companies would not be successful in arguing that the offering of shares of
common stock to them should be integrated with the public offering pursuant to
this prospectus. We intend to vigorously defend any rescission or other claim by
the former owners of the eight companies.

We intend to pursue acquisition opportunities. The timing, size or success
of any acquisition and the associated potential capital expenditures and
commitments are unpredictable. We believe that cash flow from operations,
borrowings under the proposed line of credit and the unallocated net proceeds of
this offering will be sufficient to fund our capital requirements for at least
the next 12 months, excluding potential acquisitions. To the extent that we are
successful in closing acquisitions, it may be necessary to finance the
acquisitions through the issuance of additional equity securities, incurrence of
indebtedness, or both. In addition, we cannot assure you that our working
capital needs will not exceed anticipated levels or working capital generated
will be sufficient to fund our operations. As a result, we may be required to
obtain additional financing from bank borrowings or debt or equity offerings.

YEAR 2000 READINESS DISCLOSURE STATEMENT

The Year 2000 issue is the result of computer programs using two digits
rather than four to define the applicable year. As a result, date-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in system failures or miscalculations causing
disruptions of operations, including, among others, a temporary inability to
process transactions, send invoices or engage in similar business activities.
Although we have discussed the Year 2000 readiness of each company with the
management of the eight companies, we will not conduct an independent
investigation of the Year 2000 readiness of the eight companies prior to the
closing of the offering and the simultaneous acquisition of the eight companies.
In connection with the acquisitions of our eight companies, however, we have
received a representation from the former owners of each company that their
company does not face material unresolved Year 2000 issues. To the extent these
representations are breached and we suffer damages, our operating results and
financial condition may be adversely affected.

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Additionally, many of our companies have contacted their major clients and
vendors to assess their Year 2000 readiness.

We depend on smooth and timely interactions with our vendors, clients and
other third parties. Any unexpected costs or disruption in the operations or
activities of such vendors, clients or other third parties as a result of Year
2000 compliance issues within such entities could materially adversely affect
our business, operating results or financial condition. We intend to continue
identifying Year 2000 problems related to our clients and vendors and to
formulate a system of working with key third parties to understand their ability
to continue providing services and products through the change to Year 2000. We
intend to work directly with our key vendors, including financial institutions
and utility providers, and partner with them if necessary, to avoid any business
interruptions.

We believe the most likely worst case scenario related to Year 2000 risks is
a material business interruption that leads to client dissatisfaction and the
termination of an engagement or engagements by dissatisfied clients. Such an
interruption in services could occur due to a breakdown in any number of our
computer systems and applications on other systems, or the systems of third
parties. Examples are failures in our application software, computer chips
embedded in equipment, supply of materials from our suppliers, or lack of
adequate telecommunications, power, or other utilities. Any such failure could
prevent us from being able to deliver our services as expected, which could
materially adversely affect our business, operating results and financial
condition.

Based upon the representations made and information supplied by the former
owners of the eight companies, we do not anticipate costs associated with the
Year 2000 issue to have a material adverse financial impact on us. There may,
however, be interruptions or other limitations of financial and operating
systems' functionality, and we may incur additional costs to avoid these
interruptions or limitations. Our expectations about future costs associated
with the Year 2000 issue are limited by uncertainties that could cause actual
results to have a greater financial impact than currently anticipated. Factors
that could influence the amount and timing of future costs include:

- our success in identifying systems and programs that contain two-digit
year codes;

- the nature and amount of programming required to upgrade or replace each
of the affected programs;

- the rate and magnitude of related labor and consulting costs; and

- our success in addressing Year 2000 issues with our clients, vendors and
other third parties with which we do business.

RECENT ACCOUNTING PRONOUNCEMENT

In March 1998, the American Institute of Certified Public Accountants issued
SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use," or SOP 98-1. SOP 98-1 requires companies to capitalize
qualifying computer software costs that are incurred during the application
development stage and amortize them over the software's estimated useful life.
The adoption of SOP 98-1 is not expected to have a material adverse impact on
our financial position or results of operations.

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BUSINESS

OVERVIEW

We provide professional services to Fortune 500 companies, Internet and
electronic commerce-based companies and other organizations that use or want to
use the Internet and electronic commerce in their businesses. We help
traditional businesses incorporate the Internet and electronic commerce into
their businesses. We also help primarily Internet-based businesses conduct their
business more effectively. We provide the following Internet and electronic
commerce professional services:

- ongoing services, which are continuing services we provide that support
and complement our clients' Internet and electronic commerce businesses,
such as ongoing Internet site management.

Our services are designed to rapidly improve a client's competitive position
in their field. We provide a wide range of services from assisting our clients
conceive how to use the Internet and electronic commerce in their business, to
building their Internet and electronic commerce applications. We believe that
our approach, which integrates our strategy consulting services, creative
solutions and technology solutions, allows us to deliver in a timely manner
reliable, comprehensive, secure and expandable Internet and electronic commerce
business solutions.

We perform services for more than 100 clients, including the following, each
of which contributed at least $1.0 million to, and accounted for at least one
percent of, our pro forma combined revenues for the 18 months ended June 30,
1999:

- A&E Television Networks

- Bell Atlantic Network Services, Inc.

- International Business Machines Corporation

- MasterCard International Incorporated

- Mars, Incorporated

- United Air Lines Inc.

- Wells Fargo Bank, N.A.

Our clients are diversified across many industries, including technology,
financial, retailing, media and communications. We also work with companies that
do business primarily over the Internet.

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As of August 15, 1999, our 689 employees were located throughout the United
States in:

- California

- Colorado

- the District of Columbia

- Florida

- Georgia

- Illinois

- Maryland

- Massachusetts

- Missouri

- Nebraska

- New York

- North Carolina

- Pennsylvania

- Texas

- Virginia

- Washington

- Wisconsin

On a pro forma combined basis, we had $54.8 million of revenues for the year
ended December 31, 1998 and $41.4 million of revenues for the six months ended
June 30, 1999.

OUR COMPANY

Simultaneously with the closing of this offering we expect to acquire the
following eight companies:

ALIGN SOLUTIONS CORP.'S services include creating Internet site content and
advertisements; multimedia presentations; Internet site design; document
services, maintenance of databases and workflow automation; and systems
integration services. Align has special expertise in the energy and financial
services industries.

BRAND DIALOGUE-NEW YORK is presently the New York branch of a Young &
Rubicam division. The services offered by the Brand Dialogue-New York business
that we intend to acquire include strategic consulting in the technology and
marketing areas, Internet site development and on-going Internet site
management, on-line media strategy and planning, on-line advertising campaigns
and development of Internet-based branding applications. Brand Dialogue-New York
has provided services to customers in the financial, pharmaceuticals, media and
communications industries.

FREE RANGE MEDIA, INC. provides strategic consulting and creative solutions
that address a client's overall business objectives. Free Range has special
expertise in the financial services, health care and communications industries.

INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE, offers creative
solutions, online brand development and ongoing maintenance of Internet site
content. i.con has special expertise in the entertainment, hospitality,
technology and telecommunications industries.

INTERACTIVE8, INC.'S services include strategic consulting, development of
Internet site content, applications development, database and electronic
commerce integration, account management, Internet site hosting, tracking and
analysis, and Internet marketing. InterActive8 has special expertise in the
media and communications and consumer products industries.

MULTIMEDIA RESOURCES, LLC'S services include strategic consulting, business
development, and development of Internet marketing programs. Multimedia has
special expertise in media, retailing and financial services industries.

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC'S professional services include
the formulation of electronic commerce strategy, program management, development
of strategic partnerships, and business process design. Potomac Partners has
special industry expertise in the financial services, retailing, media,
entertainment, communications and transportation industries.

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RSI GROUP, INC. AND SUBSIDIARIES' services include the distribution and
decentralization of computing systems, including the integration of electronic
commerce systems, providing mission-critical Internet process services,
application development, and professional staffing and technology support. RSI
has special expertise in the technology, transportation, telecommunications,
financial and consumer goods industries.

INDUSTRY BACKGROUND

The Internet is continuing its rapid development from primarily an
information delivery medium to an interactive platform through which companies
market, operate and manage their businesses and conduct transactions. As a
result of its widespread adoption, the Internet has been the catalyst for an
evolution of business to business, business to consumer and employer to employee
relationships and communications. The explosive growth of the Internet and its
potential to create new opportunities and pose fundamental threats to the
competitive positions of traditional businesses presents enormous challenges for
the managers of companies. This is leading to the rapid growth of, and demand
for, professional services relating to the Internet and electronic commerce.

Companies are using the Internet to restructure the way they conduct their
businesses. The Internet provides new ways for companies to market their
products and services, manage their operations and employees, and improve their
financial results. Through the Internet, companies have the ability to improve
their competitive positions; reduce operating, transaction and overhead costs;
shorten product and marketing cycle times; create and strengthen business
alliances; and improve and accelerate the flow of information both internally
and externally. Through electronic commerce and the Internet, organizations are
identifying, developing and expanding product and service offerings and creating
new innovative strategies and operating models. This ability has led to the
emergence of new businesses.

The emergence of the Internet and electronic commerce creates significant
challenges for virtually all companies regardless of industry or location. In
many industries traditional barriers to entry, such as physical or capital
assets, are becoming less important, and the traditional competitive advantages
and business models that companies relied on to sustain their profitability are
diminishing. The Internet and other technologies reduce the effect of geographic
barriers, price discrimination and other factors and are changing the way many
businesses have historically competed. Forrester Research, an industry research
firm, estimates the revenues generated from Internet commerce will grow from $43
billion in 1998 to $1.4 trillion in 2003. This represents a compound annual
growth rate of 91%.

In order to successfully develop Internet businesses and conduct electronic
commerce, companies need to understand how the Internet will fit in with their
overall long and short term business plans, and how business over the Internet
differs from conventional business operations to be successful. Internet sites
must be distinctive, attractive, engaging and easy to use. Companies need to use
the right tools to successfully achieve their goals and develop effective
technology systems.

Generally, companies do not have the internal resources necessary to
establish an electronic commerce presence on the Internet in the rapid time
frames needed to meet their business goals. We believe that companies will focus
on their core competencies and will not make the time or financial commitment
necessary to hire and train the professionals needed to build in-house
capabilities. International Data Corporation, or IDC, an industry research firm,
forecasts that the market for Internet and electronic commerce professional
services worldwide will grow to $78.5 billion by 2003.

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The need for organizations to act quickly and effectively has led to the
demand for coordinated strategic, creative and technology services. Many
traditional professional services firms can typically provide services in
strategy consulting, creative solutions or in technology solutions. The need to
integrate these disciplines is beyond the capabilities of most traditional
service firms, however, especially given the rapid time frames for developing
Internet and electronic commerce businesses. As a result, we believe there is
great demand for professional services firms that can effectively provide
services in all three disciplines in the rapid time frame and focus that the
Internet and electronic commerce business environment demands.

THE LUMINANT SOLUTION

We are a provider of Internet and electronic commerce solutions for clients
in diversified industries located throughout the United States and abroad. We
are able to provide the combination of strategy consulting, creative solutions
and technology solutions that clients need to create and expand their Internet
and electronic commerce businesses. We also provide on-going services needed to
manage and operate our clients' Internet businesses.

We concentrate on providing clients with a broad range of capabilities which
blend the disciplines of strategy consulting, creative solutions and technology
solutions. Our work is focused on:

- LEADING INDUSTRY SOLUTIONS. We believe that we provide clients with
leading edge solutions critical to their success. Our strategy consulting
practice helps clients develop and sharpen their strategic vision in order
to capitalize on Internet and electronic commerce opportunities. Our
creative solutions practice then provides web site design, marketing
programs for attracting customers to web sites, and the development of a
web site "look and feel" that projects a client's identity and serves a
client's business goals. Our technology solutions practice builds and
installs the Internet and electronic commerce software applications
necessary to successfully operate Internet businesses. In addition, we
provide ongoing services that support and complement our clients' Internet
and electronic commerce businesses, including ongoing Internet site
management.

- INTEGRATED DELIVERY MODEL. We are able to deliver strategy consulting,
creative solutions and technology solutions in an integrated, coordinated
manner that addresses our clients' Internet and electronic
commerce-related business challenges in rapid time frames.

- LONG-TERM CLIENT RELATIONSHIPS. Our extensive understanding of our
clients' needs and objectives allows us to provide integrated Internet and
electronic commerce professional services that help our clients grow
revenues and reduce costs. Our strategy consulting, creative and
technology services and skills are geared to establishing multi-year and
multi-project relationships with our clients.

- STRONG MANAGEMENT TEAMS. We have a highly experienced group of Internet
and electronic commerce professionals in each of our practice areas. These
professionals combine to form a knowledgeable client management team with
many years of professional experience. These teams offer seamless client
solutions that address a client's strategic vision, sales and marketing
objectives. Our breadth of experience and skills allows us to provide
multifaceted assistance to our clients.

STRATEGY

We intend to strengthen our position as a provider of professional services
to Fortune 500 companies, Internet and electronic commerce-based companies and
other organizations who

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use or want to use the Internet and electronic commerce in their business. Our
strategy for achieving this objective is based on the following key elements:

- LEVERAGE OUR THREE MAIN PRACTICE AREAS. Through our three main practice
areas, strategy consulting, creative solutions and technology solutions,
we are able to deliver valuable services to our clients. These practice
areas allow us to fully capture our collective expertise and channel those
skills to deliver our solutions to our clients in an effective,
consistent, disciplined and integrated manner. In addition, given the need
for rapid business development in the Internet arena, our ability to
integrate our three main practices will be an important feature of our
services and a key point of differentiation in the marketplace.

- EXPAND LONG-TERM CLIENT RELATIONSHIPS. We have a number of established
long-term client relationships and we intend to develop and sustain
additional client relationships over time. Our client service teams are
able to integrate strategic solutions, creative solutions and technology
solutions at each stage of our client engagements. We believe that by
offering our clients coordinated strategy consulting, creative and
technology services we are able to help our clients grow revenues and
reduce expenses. Furthermore, we believe that maintaining a reputation for
being an innovative Internet and electronic commerce professional services
firm will increase our ability to attract new clients, including by
referral from our existing clients.

- OPERATE AS A SINGLE, FULLY INTEGRATED FIRM. We are creating a strong,
dynamic, united platform for our business based on an integrated firm
concept. We intend to leverage our strong executive leadership to project
a unified mission and integrated operating model. All of our businesses
are adopting a single corporate vision, name, identity and brand. Our
management and our employees will be provided incentives that are based on
overall corporate performance. We believe it is critical to establish
strong internal management systems and processes in order to maintain a
high, consistent level of client service and efficient utilization of the
skills of our people. The key management infrastructure will be centered
on financial and management information, communications, incentives,
recruiting, training and knowledge management.

- MAINTAIN LEADING EDGE PROFESSIONAL CAPABILITIES AND TECHNOLOGY SOLUTIONS.
In order to provide our clients with the industry's leading edge solutions
and our integrated approach to their Internet and electronic commerce
professional services needs, we place a strong focus on attracting,
hiring, developing and retaining outstanding personnel. We focus on
keeping the skills of our employees in-line with the industry's most
current standards, and on developing management and leadership skills
among a broad cross-section of our people. To facilitate ongoing
professional development and innovation, we focus on several key skill
sets: problem solving, analysis, communications, creativity, team work and
effectiveness with our clients.

- EXPAND OUR BREADTH OF SERVICE AND GEOGRAPHIC SCOPE. As our clients' needs
broaden and expand, we intend to enhance our set of service capabilities,
improve our geographic reach and strengthen our management team. We intend
to build our capabilities through organic growth and through selective
strategic acquisitions in the United States and internationally.

- PROVIDE ONGOING SERVICES. As part of our comprehensive, integrated
approach to our long-term client relationships, we provide clients with
ongoing services which enhance a clients' ability to operate their
Internet and electronic commerce businesses. Those services include
managing the content of Internet sites and providing placement of
advertising media. We believe that these ongoing services are critical to
seamlessly

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providing a client with the best possible Internet and electronic commerce
professional services and are a principal factor that enables us to
attract and retain our clients.

SERVICES

We offer a wide range of Internet and electronic commerce professional
services to traditional businesses as well as new Internet-based businesses.
These services fall into a number of categories, including strategy consulting,
creative solutions, technology solutions and ongoing services, which involve the
following activities:

STRATEGY CONSULTING

Strategy consulting includes services that help our clients understand how
to use the Internet and electronic commerce to achieve operating efficiencies,
open new and more effective ways to communicate with customers and suppliers,
enhance competitive advantages and otherwise incorporate the Internet and
electronic commerce into their businesses. Our strategy consulting practice area
includes:

- BUSINESS STRATEGY. We analyze the economic structures of industries and
particular businesses and help our clients establish financial and
non-financial goals. We also screen alliance and acquisition choices,
analyze customers and markets, conduct competitive and pricing analyses
and advise clients regarding pricing.

- MARKETING STRATEGY. We provide profiles and advice about the make-up of
our clients' markets and suggest ways to promote and distribute a client's
products and services. We also identify and construct opportunities for
partnering with other businesses, and develop ways to increase Internet
site traffic.

- TECHNOLOGY STRATEGY. We provide advice regarding technology systems,
selection of tools for managing an Internet site, ways to communicate with
customers and suppliers, and technology-related partnerships and
alliances.

- BRANDING AND IDENTITY. We identify branding goals and analyze market
positioning for our clients and plan for the development, testing and
establishment of their online brands. We also coordinate the Internet and
non-Internet branding efforts of our clients, and develop plans for
communicating to their customers.

CREATIVE SOLUTIONS

Creative solutions involve designing Internet sites that visually engage the
targeted end-user and are consistent with a client's branding, identity and
overall business strategy. Our creative practice area includes:

- INTELLECTUAL PRODUCT DEVELOPMENT. We create designs, graphics and Internet
site plans. We also help clients develop and install the content on their
Internet sites.

- INTERNET MARKETING. We create marketing programs for our clients' Internet
sites which focus on increasing customers and improving revenues, market
positions and profitability.

- CUSTOMER DEVELOPMENT, MEASUREMENTS AND ANALYSIS. We develop methods for
measuring and analyzing the effectiveness of the client's Internet
enterprise. We design and install Internet and electronic commerce
software applications to help clients target, acquire and retain
customers, expand customer relationships and generate new business and
demand for services. We also design and install Internet and electronic
commerce software applications to measure sales cycles, manage the life
cycle of a customer relationship, analyze pricing and tactics and evaluate
sales force efficiency and effectiveness.

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TECHNOLOGY SOLUTIONS

We use leading technologies to deliver solutions that fulfill our clients'
strategic objectives. We assist our clients in building new Internet and
electronic commerce software applications and integrating these applications
into our clients' existing systems. Our technology practice area includes:

- TECHNOLOGY DEVELOPMENT. We build and install the Internet and electronic
commerce software applications needed by our clients to achieve their
marketplace goals. We help our clients identify all requirements for
building and maintaining an Internet site. We also help our clients use
Internet and electronic commerce technology to build flexible, adaptable
systems.

- INTERNET INTEGRATION. We integrate the Internet software applications with
existing systems in other areas of the client's business. We integrate
Internet software applications for back office systems relating to
customer service, pricing, purchasing, shipping, inventory, order
fulfillment and information systems. We also integrate corporate intranets
and extranets.

- ELECTRONIC COMMERCE MANAGEMENT. We help clients design and install
Internet based software applications for handling electronic order
management and transaction processing.

- CONTENT AND PRODUCT DEVELOPMENT MANAGEMENT TOOLS. We help clients create,
support and manage their Internet sites and electronic commerce systems,
perform quality control on, and automatically update, electronic content,
and develop databases to support current and archived electronic content.

- SECURITY. We plan, implement and audit security practices to protect our
clients' systems from unauthorized access and intrusion.

ONGOING SERVICES

Our clients engage us to perform ongoing services, which enables us to
maintain long-term client relationships and to support their Internet and
electronic commerce business operations. The ongoing services that we provide
include:

- CONTENT SERVICES. We manage some or all of the content on our clients'
Internet sites, including static or continuously updated content for
entire sites or subsections of sites.

- RESEARCH SERVICES AND MARKET ANALYSIS. We prepare ongoing studies of the
effectiveness of our clients' Internet sites. We provide focus groups,
surveys, and analyses comparing our clients' sites with those of their
competitors using sophisticated research and analysis techniques.

- PLACEMENT OF ADVERTISING MEDIA. We help clients place their advertising
media by designing and creating advertisements, identifying where to place
advertisements and procuring space for the media.

- BUSINESS PROCESSES. We assess the various business processes of an
electronic enterprise and advise clients how the processes should be
performed or improved. The areas we assess include order fulfillment,
billing, human resources, customer order flow, public relations and
warehousing.

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EXAMPLES OF OUR SERVICES AND SOLUTIONS

The following examples illustrate the kinds of services and solutions that
we have developed for specific clients:

M&M/MARS

M&M/Mars is a leading candy and confectionery firm, and owns a number of
established consumer brands. In 1996, M&M/Mars retained us to bring the M&M's
brand to the World Wide Web. Since then, we have provided the company with a
wide range of Internet solutions, cutting across multiple brands and divisions,
that opened up new avenues of business.

From creating brand-building sites that provide rich interactive media
experiences, such as the M&M Studios site and the SKITTLES-Registered Trademark-
Portal, to electronic commerce solutions like the newly relaunched M&M's Network
Online Store, to online recruiting sites and beyond, we have helped M&M/Mars do
business in countries around the world faster and more flexibly than before. As
a result, M&M/Mars has discovered new business opportunities and new ways to
communicate with the world, helping it to remain a world leader in a competitive
industry.

MASTERCARD INTERNATIONAL

MasterCard International Incorporated retained us to help build its
electronic commerce business. We have developed several new interactive
programs, games and partnerships designed to increase site traffic for the
MasterCard.com web site. We conceived and implemented a brand-building program
entitled "See the Future Now" and an educational program called "Shopping Now?
Here's How," to educate consumers about the benefits of shopping in stores and
online with MasterCard. Features of the program include an "instant win game"
that showcases MasterCard benefits that can be realized now and in the future,
and a "ShopSmart" program that educates consumers how to shop effectively and
safely on the Internet.

We have also worked on MasterCard International's behalf with other sites to
create custom-developed media partnerships. We worked with Excite, Inc. to
create a "ShopSmart" decal awareness program. The program helped MasterCard
secure decal participation relationships with over 100 merchants. We have also
worked to develop media partnerships with key commerce merchants, including
Preview Travel, Netscape, ZDNet's, NetBuyer and GolfWeb.

STERLING SOFTWARE, INC.

Sterling Software, Inc. engaged us late in 1998 to redesign their current
Internet site. Sterling sought a site that pulled together all of its existing
Internet sites into a common look and feel, offered common, shared databases
among the sites, allowed for local content updates and reflected Sterling's
quality and progressiveness. We began to redesign Sterling's Internet sites in
early 1999. Over the span of several months, our team redesigned, reorganized
and rebuilt thousands of pages from more than a dozen different product lines
and international Internet sites.

The look and feel of the revised site reflects the state-of-the-art
technology that underlies Sterling's solution-based products. The site now
features a consistent overall design and common navigation and data structures
throughout all of its sections. Each main section in the site incorporates
custom photography, marketing information and background color elements.
Sterling's new site also incorporates state-of-the-art Web technology such as
Dynamic HTML, Flash animation, a dynamic menu system, mechanisms for local
content providers to input and

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update dynamic content and a central administration system for reviewing and
posting new content.

CLIENTS

Our companies have provided professional services for a variety of clients
in many industries. The following is a partial list of our clients that we
believe is representative of our overall client base:

<TABLE>
<CAPTION>
MEDIA AND TRAVEL AND
COMMUNICATIONS TECHNOLOGY FINANCIAL TRANSPORTATION
- ----------------------- ----------------------- ----------------------------- ------------------------
<S> <C> <C> <C>
A&E Television International Business First Data Resources United Air Lines Inc.
Networks Machines Corporation MasterCard International
AT&T Corp. Microsoft Corporation Incorporated
Bell Atlantic Network Sterling Software, Inc. National Association of
Services, Inc. Securities Dealers, Inc.
MCI Worldcom, Inc. Wells Fargo
</TABLE>

<TABLE>
<CAPTION>
INTERACTIVE CONSUMER ENERGY
- ------------------------------ -------------------- --------------------
<S> <C> <C>
JuniorNet Corporation Maybelline, Inc. Chevron U.S.A. Inc.
Mars, Incorporated Enron Corp.
Office Depot, Inc. Halliburton Company
</TABLE>

For the year ended December 31, 1998, IBM, our largest client, accounted for
approximately 12.4% of our pro forma combined revenues. No other client
accounted for 10% or more of our pro forma combined revenues for the year ended
December 31, 1998 and no client accounted for 10% or more of our pro forma
combined revenues for the six months ended June 30, 1999.

SALES AND MARKETING

Our sales approach is based on developing long-term consultative
relationships with our clients. We intend to integrate the sales and marketing
functions of the companies we acquire to provide for client focused professional
marketing organization targeted toward developing existing client relationships
by expanding the services provided to those clients as well as adding new
clients. In addition to our direct sales force which will market our service
along those lines, our management will actively market to companies with which
they have a relationship. We will employ a team selling approach, in which our
sales people collaborate with our business unit professionals and management to
identify prospects, conduct sales and manage client relationships, particularly
at core client relationships. We and Young & Rubicam intend to cooperate in
marketing our respective services to each others' clients in order to increase
the range, breadth and depth of services available to these clients.

In addition, we integrate the discipline of strategic, creative and
technical solutions into our clients' sale processes. We assign senior
executives to each account to ensure the multi-disciplinary sales approach. This
process identifies major cross-disciplinary client issues early in the process,
which saves the client time and money and allows us to provide more effective
services to our clients. Most of our senior executives are involved in the sales
process.

COMPETITION

The market for our services is highly fragmented and can be characterized by
intense competition and rapid technological change. We have many competitors
including large and well-established firms, new entrants attracted by low
barriers to entry and prospective clients who have used their internal resources
to develop an Internet presence.

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<PAGE>
Our current competitors include, and may in the future include, the
following:

- general management consulting firms, including Bain & Company, Boston
Consulting Group, Booz Allen & Hamilton and McKinsey & Company;

- the professional services groups of computer equipment companies,
including Compaq, Hewlett-Packard and IBM;

- systems integrators, including Andersen Consulting, Cambridge Technology
Partners, Sapient, and consulting arms of the "Big Five" accounting firms;
and

- internally developed solutions of current and potential clients.

The principal competitive factors in the Internet professional services
market include Internet expertise and talent, client references, integrated
strategy, technology and creative design services, quality, pricing and speed of
service delivery and vertical industry knowledge. We believe we compete
favorably with respect to these factors and are in a good position to attract
talent with our growth and entrepreneurial culture. We believe we have
established ourselves as a leader in Internet-specific industry and domain
expertise. Through our solutions and our attention to client satisfaction, we
have created a strong track record of customer successes. We believe the market
will continue to offer significant opportunity for multiple players on the short
and medium-term.

INTELLECTUAL PROPERTY

We utilize intellectual property in our business, some of which we consider
proprietary. We generally rely on trade secret law to protect our proprietary
interests. We cannot guarantee that the steps we have taken to protect our
proprietary rights will be adequate to deter misappropriation of our
intellectual property, and we may not be able to detect unauthorized use and
take appropriate steps to enforce our intellectual property 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. These claims, even if not true, could result in significant legal and
other costs and may be a distraction to management. Protection of intellectual
property in many foreign countries is weaker and less reliable than in the
United States, so if our business expands into foreign countries, risks
associated with protecting our intellectual property will increase.

EMPLOYEES

As of August 15, 1999, we had a total of 689 employees, of which 47 were in
management, 529 in professional services, 46 in sales and marketing and 67 in
administration. Success will depend in part on our ability to attract, retain
and motivate highly qualified technical and management personnel, for whom
competition is intense. None of our employees are represented by labor unions.
We believe our relationship with our employees is good.

To succeed, we must continue to hire, retain and train outstanding
professionals. We believe that our success retaining these individuals will
depend significantly on our ability to provide a rich learning environment, to
provide a one-firm culture and to offer continued professional development as
well as economic incentives.

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<PAGE>
We believe that developing our one-firm concept with a shared culture is
critical to our ability to attract top management, strategic, technology,
design, sales, marketing and support professionals. Our core values include a
dedication to maintaining an innovative and team-based environment in order to
achieve total client satisfaction and provide our employees with personal and
professional growth opportunities.

FACILITIES

We lease offices located in Atlanta, Georgia; Chicago, Illinois; Dallas,
Texas; Houston, Texas; Herndon, Virginia; Larchmont, New York; New York City,
New York; San Francisco, California; and Seattle, Washington. Our headquarters
are located in Dallas, Texas at the facilities of RSI under a month to month
lease.

LEGAL PROCEEDINGS

We and our companies are not parties to any pending material legal
proceedings.

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<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

Our executive officers and directors and their ages as of August 15, 1999
are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------ --- -----------------------------------------------
<S> <C> <C>
Michael H. Jordan (1)(2)(3)......... 63 Chairman and Director
Guillermo G. Marmol (4)............. 46 Chief Executive Officer, President and Director
Derek R. Reisfield.................. 36 Vice Chairman and Executive Vice President
Thomas G. Bevivino.................. 44 Vice President of Finance
George P. Stamas.................... 48 Director
Randolph Austin (2)(3)(5)........... 35 Director
Michael J. Dolan (5)................ 52 Director
James R. Corey (5).................. 45 Director
Richard M. Scruggs (5).............. 43 Director
</TABLE>

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

(1) Mr. Jordan will be elected a director and Chairman effective on the closing
of this offering.

(2) Member of the Board of Directors' audit committee effective on the closing
of this offering.

(3) Member of the Board of Directors' compensation committee effective on the
closing of this offering.

(4) Mr. Marmol will serve as Chairman until the closing of this offering. Mr.
Marmol will remain as a director following his resignation as Chairman.

(5) Messrs. Austin, Dolan, Corey and Scruggs will be appointed as directors
effective on the closing of this offering.

MICHAEL H. JORDAN will be our Chairman effective upon the closing of this
offering and the simultaneous acquisition of the eight companies, having served
as an advisor to us since January 1, 1999. Mr. Jordan retired in December 1998
as Chairman and Chief Executive Officer of CBS Corporation, formerly
Westinghouse Electric Corporation, positions he held since June 1993. Prior to
joining Westinghouse, he was a principal with the investment firm of Clayton,
Dubilier & Rice, Inc. from September 1992 through June 1993. From 1974 until
1992, Mr. Jordan held various management positions at PepsiCo, Inc., his last
position being Chief Executive Officer of PepsiCo International. From 1964 to
1974, Mr. Jordan held various positions, including Partner at McKinsey &
Company, Inc., an international management consulting firm. Mr. Jordan is also a
member of the Boards of Directors of Aetna, Inc., Dell Computer Corp. and
Marketwatch.com. Mr. Jordan is a member of the President's Export Council; is
the Chairman of the U.S.-Japan Business Council; Chairman of The College
Fund/UNCF; and Chairman of the Policy Board of the Americans for the Arts.

GUILLERMO G. MARMOL has been our Chief Executive Officer and President since
August 1998 and a director since June 1999. Previously, Mr. Marmol was a Vice
President of Perot Systems, Inc., Chairman of its Operating Committee and
responsible for corporate development from January 1996 to May 1998. Prior to
joining Perot Systems, Mr. Marmol held a variety of positions during an 18-year
career with McKinsey & Company, Inc. He was elected a director and senior
partner in 1991 and most recently held leadership positions in the firm's senior
partner election committee, its Dallas, Texas office and its global organization
practice.

DEREK R. REISFIELD has been our non-director Vice Chairman and Executive
Vice President since April 1999, having served as an advisor since January 1999.
Mr. Reisfield held a variety of positions with CBS Corporation, formerly
Westinghouse Electric Corporation, from May 1996 to January 1999, where he held
the positions of Vice President, Business Development and then President of the
CBS New Media Group. While at CBS, Mr. Reisfield created CBS.Marketwatch.com and
served as the Chairman of the Board of Marketwatch.com, LLC. He was also
responsible for the development of CBS.Sportsline.com, and served on the Board
of Directors of Sportsline USA, Inc. From May 1995 to April 1996, Mr. Reisfield
was a Partner of

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<PAGE>
Mitchell Madison Group, a management consulting company, where he was a
co-founder and co-leader of the firm's Media and Telecommunications Practice.
From August 1987 to June 1995, Mr. Reisfield served in various capacities,
including Senior Manager, at McKinsey & Company, Inc. Mr. Reisfield serves on
the board of directors of Pictet & Cie. Global Leisure Fund, S.A., a Swiss based
mutual fund.

THOMAS G. BEVIVINO has been our Vice President of Finance since July 1999.
In March, 1999, Mr. Bevivino formed ARC Group LLC, a specialist financial
advisory and transactions support firm, and since that date he has been engaged
full-time in supervising our financial due diligence efforts and preparing our
financial statements. From June 1986 to June 1988, Mr. Bevivino served as a
staff accountant at Kreischer Miller & Co., an accounting, auditing and
financial advisory firm. After receiving his CPA in June 1988, Mr. Bevivino
served as a Senior Accountant at Kreischer Miller from June 1988 to August 1990.
From August 1990 to December 1991, Mr. Bevivino served as the corporate
controller of Realen Homes, a real estate developer. In December, 1991, Mr.
Bevivino rejoined Kreischer Miller where he worked until March 1999, departing
as a Senior Engagement Manager. Mr. Bevivino is a member of the American
Institute of Certified Public Accountants and the Pennsylvania Institute of
Certified Public Accountants.

GEORGE P. STAMAS has been a director since May 1999. Mr. Stamas is a partner
with the law firm of Wilmer, Cutler & Pickering and Co-Chairman of that firm's
Corporate Department. Prior to joining Wilmer, Cutler & Pickering as a partner
in April 1996, he was a partner at Piper & Marbury L.L.P. since 1983. Mr. Stamas
is counsel to, and a limited partner of, the Washington Capitals hockey team and
the Baltimore Orioles baseball team. Mr. Stamas also serves on the Board of
Directors of FTI Consulting, Inc., a provider of litigation support services.

RANDOLPH AUSTIN will become a director effective upon the closing of this
offering and the simultaneous acquisition of the eight companies. From January
1999 until present Mr. Austin has been an advisor to Bertelsmann Ventures. From
January 1998 to December 1998, Mr. Austin was President and Chief Executive
Officer of BOL, Bertelsmann Online, Bertelsmann's global electronic commerce
business. From November 1995 to December 1997, Mr. Austin held various positions
with Prodigy, Inc., his last position being Senior Vice President, Sales &
Business Development. From September 1990 to November 1995, Mr. Austin served in
various capacities, including Senior Engagement Manager, at McKinsey & Company,
Inc.

MICHAEL J. DOLAN will become a director effective upon the closing of this
offering and the simultaneous acquisition of the eight companies. Since July
1996, Mr. Dolan has served as Vice Chairman, Chief Financial Officer and a
director of Young & Rubicam Inc., an international marketing and communications
services firm. From August 1991 to July 1996, Mr. Dolan was President and Chief
Executive Officer of the joint venture, Snack Ventures Europe, between PepsiCo
Foods International and General Mills.

JAMES R. COREY will become a director effective upon the closing of this
offering and the simultaneous acquisition of the eight companies. Mr. Corey has
served as Managing Director of Potomac Partners since September 1997. Prior to
joining Potomac Partners, Mr. Corey served as Co-Chief Operating Officer of AT&T
Solutions and Managing Partner of their Consulting Division from June 1995 until
September 1997. From June 1994 to June 1995, Mr. Corey served as President of
the Worldwide Services Organization of Unisys Corporation. From December 1989
until June 1994 Mr. Corey was a partner in the Los Angeles office of McKinsey &
Company, Inc. Previously, Mr. Corey was a Partner at Andersen Consulting in
Chicago.

RICHARD M. SCRUGGS will become a director effective upon the closing of this
offering and the simultaneous acquisition of the eight companies. Mr. Scruggs
has served as President, Chief Executive Officer and Chairman of the Board of
Align since October 1996. From January 1996 until October 1996, Mr. Scruggs
served as Chief Operating Officer of Rothwell Systems, which

64
<PAGE>

was later purchased by Perot Systems, Inc. From May 1990 until January 1996, Mr.
Scruggs served in a variety of capacities at BSG Alliance/IT, including Managing
Director of Business Development and Managing Director of the Houston office.

At the closing of this offering and the simultaneous acquisition of the
eight companies, our Board of Directors will consist of seven directors, which
number may be changed by the Board of Directors. Mr. Dolan is being appointed to
our Board of Directors pursuant to an agreement between us and Young & Rubicam.
If the size of the Board is increased to ten or more, Young & Rubicam will have
the right to nominate an additional director to our Board. Messrs. Corey and
Scruggs are being appointed to our Board of Directors pursuant to the agreements
we have entered into to acquire their companies. In addition, we currently
expect that Mr. Corey will be appointed our President, and Mr. Scruggs will be
appointed a Vice Chairman, following the closing of this offering and the
simultaneous acquisition of the eight companies.

KEY PRACTICE LEADERS

The following persons held the positions indicated opposite their names in
the companies that we will acquire:

<TABLE>
<CAPTION>
NAME FORMER POSITION IN ACQUIRED COMPANY
- ------------------------ ---------------------------------------------------------
<S> <C>
Lynn J. Branigan........ Managing Partner, Multimedia
Calvin W. Carter........ President and Chief Executive Officer, i.con
James R. Corey.......... Managing Director, Potomac Partners
John B. Dimmer.......... President, Free Range
Bruce D. Grant.......... President, RSI
Henry Heilbrunn......... Managing Partner, Multimedia
William Markel.......... Managing Partner, InterActive8
Andreas Panayi.......... President, Brand Dialogue-New York
Douglas Rice............ President and Chief Executive Officer, InterActive8
Richard M. Scruggs...... President, Chief Executive Officer and Chairman of the
Board, Align
</TABLE>

LYNN J. BRANIGAN has served as Managing Partner of Multimedia since she
co-founded the company with Henry Heilbrunn in 1993. Ms. Branigan specializes in
marketing, media and business development at Multimedia. Prior to forming
Multimedia, Ms. Branigan served as Director, Sales and Marketing for the
commercial unit of Prodigy Services Company, Inc. from February 1985 until
January 1993.

CALVIN W. CARTER has served as the President and Chief Executive Officer of
i.con since he co-founded the company in August 1994. From May 1993 until August
1994, Mr. Carter served as a management consultant for PricewaterhouseCoopers
LLP.

JAMES R. COREY will become a director of Luminant effective upon the closing
of this offering and the simultaneous acquisition of the eight companies. Mr.
Corey has served as Managing Director of Potomac Partners since September 1997.
Prior to joining Potomac Partners, Mr. Corey served as Co-Chief Operating
Officer of AT&T Solutions and Managing Partner of their Consulting Division from
June 1995 until September 1997. From June 1994 to June 1995, Mr. Corey served as
President of the Worldwide Services Organization of Unisys Corporation. From
December 1989 until June 1994, Mr. Corey was a partner in the Los Angeles office
of McKinsey & Company, Inc. Previously, Mr. Corey was a Partner at Andersen
Consulting in Chicago.

JOHN B. DIMMER has served as President of Free Range since May 1998. From
June 1995 until May 1998, Mr. Dimmer served as Vice President and Chief
Financial Officer of Free Range.

65
<PAGE>
From March 1986 until June 1995, Mr. Dimmer served as Assistant Secretary and
Manager of Commercial Surety at Reliance Surety Company.

BRUCE D. GRANT has served as President of RSI since January 1999. From
January 1997 until December 1998, Mr. Grant served as President of RSI East, and
from January 1992 until December 1996, Mr. Grant served as Vice President of RSI
East. From 1984 until January 1992, Mr. Grant served in various capacities with
RSI and its affiliates.

HENRY HEILBRUNN has served as Managing Partner of Multimedia since he
co-founded the company with Ms. Branigan in 1993. Mr. Heilbrunn specializes in
business planning and product development at Multimedia Resources. Prior to
forming Multimedia, Mr. Heilbrunn served as Senior Vice President, Product
Management and Retention Marketing at Prodigy Services Company, Inc. from
September 1990 until January 1993, and in various other capacities with Prodigy
from February 1984 until August 1990.

WILLIAM MARKEL has served as Managing Partner of InterActive8 since 1998.
From February 1995 until 1997, Mr. Markel provided business development
consulting for InterActive8, and from 1994 until February 1995 he served as a
sales executive for Harrington Righter and Parsons, a television sales division
of Cox Broadcasting.

ANDREAS PANAYI has served as President of Brand Dialogue-New York, Young &
Rubicam's digital interactive branding unit, since 1998. From 1989 until 1998,
Mr. Panayi worked in various capacities at Poppe Tyson, the global interactive
marketing arm of True North, including most recently as Senior Partner, Director
of International Operations.

DOUGLAS RICE has served as InterActive8's President and Chief Executive
Officer since he founded the company in 1994. From 1994 to 1997, Mr. Rice also
served as the Creative Director for InterActive8.

RICHARD M. SCRUGGS will become a director of Luminant effective upon the
closing of this offering and the simultaneous acquisition of the eight
companies. Mr. Scruggs has served as President, Chief Executive Officer and
Chairman of the Board of Align since October 1996. From January 1996 until
October 1996, Mr. Scruggs served as Chief Operating Officer of Rothwell Systems
(which was later purchased by Perot Systems). From May 1990 until January 1996,
Mr. Scruggs served in a variety of capacities at BSG Alliance/IT, including
Managing Director of Business Development and Managing Director of the Houston
office.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors intends to establish an audit committee which will be
comprised solely of independent directors. The responsibilities of the audit
committee will include: (1) recommending to our board of directors the
independent public accountants to conduct the annual audit of our books and
records; (2) reviewing the proposed scope of the audit; (3) approving the audit
fees to be paid; (4) reviewing accounting and financial controls with the
independent public accountants and our financial and accounting staff; and (5)
reviewing and approving transactions between us and our directors, officers and
affiliates. Messrs. Jordan and Austin will be members of the audit committee as
of the closing of this offering and the simultaneous acquisition of the eight
companies.

Our Board of Directors also intends to establish a compensation committee to
consist solely of non-employee directors. The compensation committee will (1)
provide a general review of our compensation plans to ensure that they meet
corporate objectives and (2) administer our stock plans. Messrs. Jordan and
Austin will be members of the compensation committee as of the closing of this
offering and the simultaneous acquisition of the eight companies.

66
<PAGE>

DIRECTOR COMPENSATION Directors who are also our employees will not receive
additional compensation for serving as directors. Each person serving or who has
agreed to serve as a non-employee director as of the closing of this offering
and the simultaneous acquisition of the eight companies will be automatically
granted an option as of the effectiveness of the registration statement to which
this prospectus relates, to purchase 9,000 shares of common stock under our
long-term incentive plan at the price of the initial public offering. In
addition, under the long-term incentive plan each non-employee director will be
granted an annual option to purchase 6,000 shares at each annual meeting of our
stockholders at which the director is re-elected or remains a director. Each of
these options will have an exercise price equal to the market value per share of
common stock on the date of grant. A director who receives formula options can
generally exercise them beginning six months after receipt, as to one-sixth of
the shares and as to an additional one-sixth every following six months.
Directors will also be reimbursed for out-of-pocket expenses incurred in
attending meetings of the Board of Directors or committees of the Board of
Directors, in their capacity as directors. Directors may also receive
additional, discretionary option grants. Mr. Jordan will also be granted options
to purchase 120,000 shares of common stock in consideration for services to be
rendered exercisable at a price equal to the initial public offering price per
share. The options will become exercisable one-sixth every six months over 36
months from the date of grant.

Mr. Dolan, who is Vice Chairman, Chief Financial Officer and a director of
Young & Rubicam, has agreed to serve on our Board of Directors at the request of
Young & Rubicam. Mr. Dolan has assigned to Young & Rubicam the net proceeds
received by him in connection with any exercise of options we grant to him for
serving on our Board of Directors and sale by him of the underlying shares.

EXECUTIVE COMPENSATION We were founded in August 1998, did not conduct any
operations in 1998 and, accordingly, did not pay any compensation to our
executive officers for the year ended December 31, 1998. The following table
sets forth the annual base salary rates and other compensation expected to be
paid in 1999 to our chief executive officer and our two most highly compensated
officers. Joseph W. Autem served as our chief financial officer from January
1999 until July 1999 and has entered into an agreement to provide consulting
services to us in the future. In 1999, we expect to pay Mr. Autem an aggregate
of approximately $150,000 and grant options to purchase 15,625 shares of our
common stock, assuming an initial offering price of $16.00 per share,
exercisable at $.01 per share, for services rendered by Mr. Autem to us in 1999
as Chief Financial Officer and as a consultant.

Each of the officers listed in the table below is entitled to an annual
bonus up to an amount equal to his base salary based on our performance measured
against annual objectives to be

67
<PAGE>
determined by the compensation committee of the Board of Directors. See
"--Employment Agreements."

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------- ----------------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION OPTIONS/SARS (#) COMPENSATION
- ------------------------------------ ----------- ----------- -------------- ---------------------- --------------
<S> <C> <C> <C> <C> <C>
Guillermo G. Marmol,................ $ 300,000 $ 300,000 $ -- 2,112,955 $ --
Chief Executive Officer
and President
Derek R. Reisfield,................. 250,000 250,000 -- 422,591 --
Vice Chairman and
Executive Vice President
Thomas G. Bevivino,................. 150,000 150,000 -- 100,000 --
Vice President of Finance
</TABLE>

KEY PRACTICE LEADER HISTORICAL COMPENSATION AND DISTRIBUTIONS. Prior to our
common stock offering, Luminant's business has been conducted by the eight
individual, closely-held companies. Some of these companies are limited
liability companies and S corporations. Amounts distributed by these eight
companies to individuals who will become our key practice leaders include not
only compensation but also returns on invested capital and return of capital. As
a result, the historical amounts distributed to these key practice leaders do
not provide meaningful individual compensation information for our key practice
leaders based on the operation of Luminant as a combined, publicly-held company.
The following tables set forth historical total distribution amounts and option
grant information for our key practice leaders.

The amounts set forth for Messrs. Scruggs and Heilbrunn and Ms. Branigan in
the column titled "All Other Compensation" represents the dollar value of term
life insurance premiums paid on their behalf by the companies during the covered
fiscal year. The amount set forth for Mr. Carter in the column titled "All Other
Compensation" represents profit-sharing plan contributions during the covered
fiscal year.

The amount set forth for Mr. Heilbrunn and Ms. Branigan in the column titled
"Salary" represents limited liability company profit distributions.

68
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
<S> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION AWARDS
-------------------------------------------- ----------------------------

<CAPTION>
OTHER SECURITIES
ANNUAL RESTRICTED UNDER-
COMPEN- STOCK LYING
SALARY BONUS SATION AWARD(S) OPTIONS/
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS (#)
- ---------------------------------------------------- --------- --------- --------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Richard Scruggs, Chairman and Chief Executive
Officer of Align.................................. 1998 191,667 -- -- -- 25,800
Andreas Panayi, President of Brand Dialogue-New York 1998 145,831 10,000 -- -- 15,000
John Dimmer, President of Free Range................ 1998 66,668 -- -- -- --
Calvin Carter, President and Chief Executive Officer
of Icon Interactive............................... 1998 157,608 14,921
Doug Rice, President and Chief Executive Officer of
InterActive8...................................... 1998 203,808 365,000 -- -- --
William Markel, Managing Partner InterActive8....... 1998 175,000 245,000 -- -- --
Lynn Branigan, Managing Partner of Multimedia....... 1998 228,570 -- -- -- --
Henry Heilbrunn, Managing Partner of Multimedia..... 1998 228,570 -- -- -- --
James Corey, Managing Director of Potomac
Partners.......................................... 1998 340,000 178,750 -- -- --
Bruce Grant, President.............................. 1998 60,000 86,473 -- -- --

<S> <C> <C>
PAYOUTS
-------------

LTIP ALL OTHER
PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION ($) SATION ($)
- ---------------------------------------------------- ------------- -----------
<S> <C> <C>
Richard Scruggs, Chairman and Chief Executive
Officer of Align.................................. -- 358
Andreas Panayi, President of Brand Dialogue-New York -- --
John Dimmer, President of Free Range................ -- --
Calvin Carter, President and Chief Executive Officer
of Icon Interactive...............................
Doug Rice, President and Chief Executive Officer of
InterActive8...................................... -- --
William Markel, Managing Partner InterActive8....... -- --
Lynn Branigan, Managing Partner of Multimedia....... -- 635
Henry Heilbrunn, Managing Partner of Multimedia..... -- 1,090
James Corey, Managing Director of Potomac
Partners.......................................... -- --
Bruce Grant, President.............................. -- --
</TABLE>

In the table below, the value of the options granted to Mr. Scruggs in 1998
is based on a Black-Scholes pricing model with a volatility of 70%, a risk-free
rate of return of 5.65%, a dividend yield of 0%, and exercise of options five
years from date of grant.

The value of the options granted to Mr. Scruggs in 1997 is based on a
Black-Scholes pricing model with a volatility of 70%, a risk-free rate of return
of 6.25%, a dividend yield of 0%, and exercise of options five years from date
of grant. The number of shares underlying options is expressed in terms of
Luminant shares, based on the number of Luminant shares to be issued for each
outstanding share of Align's stock upon closing of the acquisition of Align.

The value of the options granted to Mr. Panayi in 1998 is based on a
Black-Scholes pricing model with a volatility of 0%, a risk-free rate of return
of 6.25%, a dividend yield of 0%, and exercise of options ten years from date of
grant. These options represent options to purchase shares of Young & Rubicam
stock, and as a result the volatility assumption reflects the assumption used in
the valuation of options under Young & Rubicam's incentive plan.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS/SARS MARKET
OPTIONS/ GRANTED TO EXERCISE OR PRICE ON
SARS EMPLOYEES IN BASE PRICE DATE OF
COMPANY NAME YEAR GRANTED (#) FISCAL YEAR ($/SHARE) GRANT
- ----------------- ------------------ --------- ------------- ----------------- ------------- -----------
Align Richard Scruggs 1998 17,969 5% 1.33 1.33
1998 4,320 5% 1.33 1.33
1997 17,710 3% 0.22 0.22
Brand Dialogue Andreas Panayi 1998 15,000 100% 28.44 28.44

GRANT DATE
EXPIRATION PRESENT VALUE
COMPANY DATE $
- ----------------- --------------------- -------------
Align April 30, 2008 17,296(1)
April 30, 2008 4,158(1)
June 30, 2007 2,847(2)
Brand Dialogue December 14, 2008 147,125(3)
</TABLE>

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<PAGE>
EMPLOYMENT AGREEMENTS

On September 1, 1998, we entered into an employment agreement with Mr.
Marmol as our Chief Executive Officer and President for a term of three years
and four months. The agreement will automatically renew for successive one-year
periods beginning January 1, 2002, unless we or Mr. Marmol provides the other
with written notice that the Agreement will not renew within 90 days of the
expiration date. This agreement provides that Mr. Marmol will devote
substantially all of his time to the operation of our business. The agreement
establishes the initial base salary set forth in the table above and eligibility
for up to an equal annual bonus. We have also agreed to grant options
immediately before trading begins to purchase 1,177,242 shares of common stock,
at an exercise price equal to the initial public offering price, of which 25%
will be immediately exercisable and the remainder will become exercisable at the
rate of 25% on the first, second and third anniversaries of the date of grant
and will remain exercisable for up to 10 years after the date of grant and that
will permit exercise of exercisable options for up to 36 months after his
employment ends. We may terminate the agreement for cause or upon death or
disability. Cause means a final non-appealable conviction for, or plea of no
contest to, a charge of commission of a felony, the good faith determination by
the Board of Directors that Mr. Marmol has committed any act in the course of
employment constituting fraud or dishonesty on 20 days' notice, or a
determination by a court of competent jurisdiction that Mr. Marmol has breached
his non-compete agreement; his confidentiality agreement; or interfered with our
relationship with any client, supplier or other person. In the case of a
termination due to disability we will continue to pay Mr. Marmol his salary and
benefits for a period of six months. Mr. Marmol has the right to terminate his
employment with us at any time for any reason. If we terminate Mr. Marmol's
agreement for any reason other than for cause, or Mr. Marmol terminates his
employment for good reason, Mr. Marmol will be entitled to receive severance pay
equal to his base salary and maximum bonus for the period remaining under the
term of the agreement, continuation of benefits for that period and automatic
vesting of all stock options. Good reason includes a change of control; material
breach of the employment agreement by us; relocation of our principal business
office to more than 35 miles outside Dallas; or Mr. Marmol's duties are
diminished or he is not elected Chairman, unless he consents otherwise. Mr.
Marmol has consented in writing to the election of Michael H. Jordan as our
Chairman and a director upon the closing of this offering and has further agreed
that his ceasing to be President does not constitute good reason for his
resignation. Mr. Marmol will be subject to covenants intended to bar his
competition and solicitation of clients or employees through one year after his
employment ends for any reason.

As of June 28, 1999, we entered into an employment agreement with Thomas G.
Bevivino as our Vice President, Finance for the period through June 28, 2002.
Mr. Bevivino will receive an annual salary of $150,000 plus a bonus of up to the
same amount. We will grant Mr. Bevivino options to acquire 60,000 shares of
common stock under the long-term incentive plan, exercisable at the initial
public offering price. The options will become exercisable in sixths every sixth
months after the date we grant them and will remain exercisable for up to 10
years after the date of the grant. Mr. Bevivino will receive the same benefits
as our other employees. We may terminate Mr. Bevivino's agreement for cause or
upon death or disability. Cause includes a material breach of Mr. Bevivino's
obligations or Mr. Bevivino's gross negligence, conviction for, or plea of no
contest to, a charge of commission of a felony, a breach by Mr. Bevivino of his
non-compete or confidentiality agreement, or if Mr. Bevivino interfered with our
relationship with any client, supplier or other person. Mr. Bevivino may
terminate his employment with us with or without good reason. Good reason means
if we materially violate the employment agreement or if within the first
anniversary of the initial public offering we relocate his primary office by
more than 35 miles from Horsham, Pennsylvania. If Mr. Bevivino resigns or we
terminate his employment with or without cause or because of death or
disability, we will pay Mr. Bevivino

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any unpaid portion of his salary pro-rated through the date of actual
termination, reimburse business expenses, pay accrued vacation and pay health
insurance premiums for that period. In addition, if we terminate Mr. Bevivino's
employment without cause or he resigns for good reason, Mr. Bevivino will
receive a severance payment equal to his base salary and the pro rata share of
the bonus for the year of his termination, continuation of his benefits and
acceleration of the next sixth of his options. Mr. Bevivino will be subject to
covenants intended to bar his competition and solicitation of clients or
employees during his employment and for one year after his employment ends for
any reason.

On July 23, 1999, we entered into an employment agreement with Derek
Reisfield to serve as our Vice Chairman and Executive Vice President through
July 23, 2002. Until the closing of this offering and the simultaneous
acquisition of the eight companies, Mr. Reisfield is receiving a monthly salary
of $20,000, with a special bonus at the closing equal to $333 per day between
February 15, 1999 and closing plus reimbursement of limited expenses incurred
during this period. Beginning with the closing of this offering, Mr. Reisfield
will have an annual salary of $250,000 and be eligible for an annual bonus of up
to the same amount. We have also agreed to grant options, immediately before
trading begins, to purchase 1% of the shares of common stock outstanding
immediately after the offering. The exercise price for the options will be the
initial public offering price. The options will be immediately exercisable and
will remain exercisable for up to 10 years after the date of grant or until we
terminate all options under the long-term incentive plan if earlier than 10
years after the date of grant. During the term of his employment, Mr. Reisfield
may not engage in activities that would interfere with the performance of his
duties for us but may engage in other business ventures. We may terminate Mr.
Reisfield's agreement for cause or upon death or disability. Cause includes a
material breach of Mr. Reisfield's obligations, Mr. Reisfield's gross
negligence, or his conviction for, or plea of no contest to a charge of
commission of a felony. If we terminate Mr. Reisfield's agreement for any reason
other than for cause or Mr. Reisfield terminates his employment for good reason,
Mr. Reisfield will be entitled to receive severance pay for 18 months equal to
his base salary as well as his pro rata share of his bonus for the year of his
termination and health insurance premium for that period. Good reason includes a
material breach of the employment agreement by us or relocation of his principal
business location outside Dallas, Texas and surrounding counties or New York
City, New York if Mr. Reisfield relocates back to New York City. Mr. Reisfield
is subject to covenants that bar his competition and solicitation of clients or
employees for the earliest of nine months after his employment ends, our failure
to complete the initial public offering by December 31, 1999, and the date of
termination of employment by disability.

SEVERANCE AGREEMENT

Joseph Autem resigned as our Chief Financial Officer effective as of July
23, 1999. In connection with Mr. Autem's resignation, we entered into a
severance agreement with him effective July 23, 1999. Under the severance
agreement, Mr. Autem is entitled to the following:

- Mr. Autem will serve as a financial consultant to Luminant for a period of
six years. He will be compensated at the rate of $13,888.89 per month. Mr.
Autem will receive an acquisition fee if we acquire any company Mr. Autem
refers to us as an acquisition candidate after July 23, 1999.

- Upon the closing of this offering, we will grant Mr. Autem immediately
exercisable and fully vested options for shares of our common stock in an
amount equal to the quotient of $250,000 divided by the initial public
offering price per share. The exercise price for these options will be
$0.01 per share. These options will remain exercisable until the earlier
of the tenth anniversary of the date of the grant or the termination date
of all other options under our long-term incentive plan.

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- Payment of $56,249.75 as reimbursement of Mr. Autem's fees and expenses
incurred in furtherance of our business, and an additional $25,000 in
deferred consulting fees is payable to Mr. Autem within 15 days of the
closing of this offering provided that the closing occurs on or before
June 30, 2000.

1999 LONG-TERM INCENTIVE PLAN

We have adopted and our stockholders have approved a long-term incentive
plan to promote our long-term growth and profitability, improve stockholder
value, and attract, retain and reward highly motivated and qualified employees
and directors. The compensation committee of our Board of Directors will
administer the long-term incentive plan unless the Board of Directors specifies
another committee of the Board of Directors or chooses to act itself as
administrator.

Under the long-term incentive plan, we can grant options for approximately
7,288,451 shares of common stock, which number will adjust automatically to be
30% of our outstanding common stock from time to time. We can grant options to
employees in the form of incentive stock options for up to 6,000,000 shares,
together with any shares required for replacement of incentive stock options
held by Align optionees, but may choose not to do so. Any options we grant that
are not incentive stock options will be nonqualified stock options.

All of our employees, directors, and certain service providers are eligible
to receive options under the long-term incentive plan. For tax reasons, the
long-term incentive plan limits the number of shares covered by options that an
individual can receive in a calendar year to 50% of the total initial pool. The
administrator will determine the prices, exercise schedules, expiration dates,
and other material conditions under which optionees other than non-employee
directors may exercise their options. Except with respect to replacement
options, which we grant to replace options at companies we acquire, the exercise
price of these options after the initial public offering may not be less than
the fair market value of the common stock on the date of grant. The long-term
incentive plan also provides for formula option grants for 9,000 shares to each
person serving or who has agreed to serve as a non-employee director as of the
closing of this offering and for 6,000 shares annually thereafter at each annual
meeting of our stockholders, that happens at least six months after the closing
of the offering, at which the director is re-elected or remains a director. A
director who receives formula options can generally exercise them beginning six
months after receipt, as to one-sixth of the shares and as to an additional
one-sixth every following six months.

All options will become exercisable if we have a change of control, except
as option agreements provide otherwise. In general, we will have a change of
control if, after our initial public offering:

- anyone acquires or holds more than 50% of our voting securities, excluding
holdings by our benefit plans and some other related parties;

- we complete a merger or consolidation, unless, in general, our pre-merger
shareholders own at least 50% of the voting securities of the merged
companies; or

- if, with shareholder approval, we complete a liquidation or dissolution or
sell or otherwise dispose of all or substantially all of our assets.

In addition, unless we provide otherwise, the long-term incentive plan and all
options will terminate in defined circumstances if:

- we are not the surviving company in a merger, consolidation, or
reorganization;

- we complete a liquidation or dissolution or sell substantially all our
assets; or

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- our board approves and we complete a transaction that results in a person
or entity's owning all of our stock, unless the person or entity is
related to us in specified ways.

However, before the long-term incentive plan would terminate for one of those
reasons, we would either agree that our successor would assume the options
and/or the long-term incentive plan, allow optionees to exercise the options, or
cancel the options by paying the amount, if any, by which the value determined
with respect to that transaction exceed the exercise price of the options.

The long-term incentive plan limits the time during which an optionee can
exercise an option to no more than 10 years. In addition, an optionee who leaves
employment will generally have no more than 90 days to exercise an option,
reduced to no days after employment in terminations for cause, and additional
rules apply to death and disability. The compensation committee may, however,
override the plan's rules, other than the 10 year limit. We cannot grant
additional options under the long-term incentive plan after the tenth
anniversary of its adoption.

SENIOR BONUS PLAN

We have adopted and obtained shareholder approval of a senior bonus plan. A
special tax rule in Section 162(m) of the Internal Revenue Code of 1986, as
amended, limits the compensation that we can deduct for payments to our chief
executive officer and the four other most highly compensated executive officers
to $1 million per officer per year. We intend the senior bonus plan to provide
incentive compensation that does not count against each executive's deduction
limit. We may choose to use the senior bonus plan, or we may pay bonuses under
some other future plan to which the tax deduction limits will apply, as long as
we do not use the other payments to make up bonuses a participant loses under
the senior bonus plan.

Unless our Board of Directors selects another committee, the compensation
committee will administer the senior bonus plan and select participants from our
key employees and those of our subsidiaries, although we expect that most
participants will be executive officers. When we refer to the "compensation
committee" in discussing the senior bonus plan, we also mean any other committee
that administers this plan. Only "outside directors" under the tax rules can
determine the participants, set the performance goals, and certify that we or
the participants have met those goals. The compensation committee will either
consist solely of two or more outside directors or those members who do not
satisfy the definition of an outside director will either abstain from voting or
refrain from serving on a subcommittee that then administers this plan. The
compensation committee has broad administrative authority to, among other
things, designate participants, establish performance goals and performance
periods, determine the effect of participant termination of employment and
"change in control' transactions before paying an award, and generally interpret
and administer the senior bonus plan. Neither we nor the Board has designated
any participants or established any performance goals under the senior bonus
plan.

The compensation committee will select participants for any given time
period based primarily on its judgment as to which executive officers are likely
to be named in our proxy statement as the chief executive officer or one of our
other four most highly compensated executive officers as of the end of the
performance period and that the compensation committee reasonably expects to
have compensation in excess of $1 million. We do not expect any of our employees
or those of our subsidiaries to exceed that limit in 1999.

In setting performance goals, the compensation committee will specify the
applicable performance criteria and targets it will use for such performance
period, which may vary from

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participant to participant. The performance criteria and targets will measure
one or more of the following Luminant, subsidiary, operating unit, or division
financial performance measures:

- pre-tax or after-tax net income;

- operating income or gross revenue;

- profit margin;

- stock price;

- cash flows; or

- strategic business criteria consisting of one or more objectives based
upon meeting specified revenue, market penetration, geographic business
expansion goals, cost targets, and goals relating to acquisitions or
divestitures.

The compensation committee may set these goals (1) on an absolute or
stand-alone basis, or on a relative basis in comparison to others, (2) based on
internal targets, (3) based on comparison with prior performance, (4) based on
comparison to capital, shareholders' equity, shares outstanding, assets or net
assets, and/or (5) based on comparison to the performance of other companies.
For example, the compensation committee could express an income-based
performance measure in a number of ways, such as net earnings per share, or
return on equity, or with reference to meeting or exceeding a specific target,
or with reference to growth above a specified level, such as prior year's
performance or peer group performance. The compensation committee can also
ignore unusual or nonrecurring accounting effects. The senior bonus plan
provides that achieving these goals must be substantially uncertain at the time
the goals are established and are subject to the committee's right to reduce the
amount of any award payable as a result of the performance as discussed below.

The compensation committee may set a participant's target bonus, that is,
the amount the participant will receive if the targets are met, as a dollar
amount or in a formula, for example as a percentage share of a bonus pool,
provided that, if the committee uses a pool approach, the total bonus
opportunity for all participants who are part of the pool may not total more
than 100% of the pool. The committee has the sole discretion to reduce, but not
increase, the actual bonus awarded under the plan. The committee must determine
the extent to which the performance goals are met and the participant becomes
entitled to a bonus.

The maximum bonus payable under the senior bonus plan to any one individual
in any one calendar year is $3 million, although we have no plans or
expectations at this time to pay bonuses of that size.

Our Board or the committee may at any time amend the senior bonus plan, and
our Board may terminate the plan. However, without a participant's written
consent, no amendment or termination may materially adversely affect the annual
bonus rights, if any, of any already designated participant for a given
performance period after the participants and targets are set. Our Board may
make any amendments necessary to comply with applicable regulatory requirements,
including the tax deduction limit for senior executives. If necessary to
preserve the intended tax treatment, the Board may submit future amendments of
the senior bonus plan to our shareholders for approval.

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CERTAIN TRANSACTIONS WITH RELATED PARTIES

On August 22, 1998, we issued 1,665,273 shares of common stock to
Commonwealth Principals II, LLC, a Virginia based merchant banking firm, in
exchange for $1.00. Commonwealth Principals will own approximately 6.97% of
Luminant after this offering, which shares are indirectly held by its members,
including Messrs. Jordan, Marmol and Reisfield and their affiliates as described
below. In September 1998, Guillermo G. Marmol, who is our Chief Executive
Officer and President, acquired a limited liability company interest in
Commonwealth Principals equating to an indirect pecuniary interest in 339,269
shares of Luminant for a purchase price of $1.00. In December 1998, Michael H.
Jordan, who will be our Chairman and a director at the closing of this offering,
acquired a limited liability company interest in Commonwealth Principals
equating to an indirect pecuniary interest in 109,361 shares of Luminant for a
purchase price of $400,000. In April 1999, Derek R. Reisfield, our Vice Chairman
and Executive Vice President, acquired a limited liability company interest in
Commonwealth Principals equating to an indirect pecuniary interest in 54,681
shares of Luminant for a purchase price of $200,000. In addition, in May 1999,
R4 Venture Partners I, of which Mr. Reisfield is a general partner and holds a
31.25% pecuniary interest, acquired a limited liability company interest in
Commonwealth Principals equating to an indirect pecuniary interest in 54,680
shares of Luminant for a purchase price of $200,000.

The following table shows the number and percentage of outstanding shares of
our common stock that were indirectly owned by our affiliates through other
entities as of August 15, 1999 and that will be indirectly owned by our
affiliates through other entities immediately following the closing of this
offering and the simultaneous acquisition of the eight companies.

<TABLE>
<CAPTION>
AFTER OFFERING
(FULL EXERCISE
AFTER OFFERING OF OVER-
(NO EXERCISE OF OVER- ALLOTMENT ALLOTMENT
BEFORE OFFERING OPTION) OPTION)
----------------------------- ------------------------------ ---------------
NUMBER OF NUMBER OF NUMBER OF
SHARES OWNED SHARES OWNED SHARES OWNED
THROUGH ANOTHER PERCENTAGE THROUGH ANOTHER PERCENTAGE THROUGH ANOTHER
NAME AND ADDRESS ENTITY OWNERSHIP ENTITY OWNERSHIP ENTITY
- --------------------------------------------- --------------- ------------ --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Michael H. Jordan, Chairman and Director..... 109,361 5.97% 109,361 .46% 109,361
Guillermo G. Marmol, Chief Executive Officer, 339,269 18.52 339,269 1.44 339,269
President and Director......................
Derek R. Reisfield, Vice Chairman and 109,361 5.97 109,361 .46 109,361
Executive Vice President....................

<CAPTION>
PERCENTAGE
NAME AND ADDRESS OWNERSHIP
- --------------------------------------------- -------------
<S> <C>
Michael H. Jordan, Chairman and Director..... .45%
Guillermo G. Marmol, Chief Executive Officer, 1.40
President and Director......................
Derek R. Reisfield, Vice Chairman and .45
Executive Vice President....................
</TABLE>

Commonwealth Principals secured, for our benefit, loans for an aggregate of
$3.0 million to pay expenses of this offering and the acquisition of the eight
companies. The loans secured by Commonwealth Principals accrue interest at the
prime rate, which was 7.75% at June 30, 1999, are payable on demand and will be
repaid from the proceeds of this offering. At June 30, 1999, Commonwealth
Principals had advanced a total of $2,447,596. By closing of the offering and
the simultaneous acquisition of the eight companies, Commonwealth Principals
expects to advance a total of approximately $4.5 million, which includes the
$3.0 million loan secured for our benefit, in order to pay expenses of this
offering and the acquisition of the eight companies.

In September 1998, we entered into a management services agreement with
Commonwealth Principals to provide us with consulting and financial advisory
services. The agreement terminates at the earlier of the closing of our initial
public offering or 24 months after the date of the agreement. For the year ended
December 31, 1998, we paid $49,000 to Commonwealth Principals under that
agreement. For the six months ended June 30, 1999, $84,750 was paid to
Commonwealth Principals under this agreement.

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On September 1, 1998, Mr. Marmol purchased 166,527 shares of our common
stock for a purchase price of $200,000 in cash.

We have entered into employment agreements with each of Messrs. Marmol,
Reisfield and Bevivino. For the details of these agreements, please refer to
"Management--Employment Agreements."

James R. Corey will be appointed a director effective on the closing of this
offering and the simultaneous acquisition of the eight companies. Mr. Corey is a
Managing Director and owner of Potomac Partners. We will acquire Potomac
Partners simultaneously with the closing of this offering and the acquisition of
the other seven companies. Mr. Corey will receive 1,697,402 shares of common
stock and $5.0 million in cash, based on an assumed initial public offering
price of $16.00 per share, for his ownership interest in Potomac Partners.

On February 1, 1998, Potomac Partners loaned $150,000 to Mr. Corey pursuant
to a note that bore interest at the rate of 6% per annum and was payable on
demand. This note was paid in full on December 31, 1998.

Richard M. Scruggs will be appointed a director effective on the closing of
this offering and the simultaneous acquisition of the eight companies. Mr.
Scruggs is President, Chief Executive Officer and Chairman of the Board of
Align. We will acquire Align simultaneously with the closing of this offering
and the acquisition of the other seven companies. Mr. Scruggs will receive
1,383,156 shares of common stock and $3.1 million in cash, based on an initial
public offering price of $16.00 per share, for his ownership interest in Align.
In addition, Mr. Scruggs will receive options to purchase 50,993 shares of our
common stock at exercise prices ranging from $.25 to $2.86 per share in exchange
for outstanding options for Align shares.

Mr. Scruggs is the guarantor of $550,000 of indebtedness of Align under its
bank line of credit. The line of credit is due on demand, matures in March 2000,
and accrues interest at the rate of prime plus 1%, which was equal to 8.75% at
June 30, 1999. Mr. Scruggs will be released from his guaranty upon the closing
of this offering and the simultaneous acquisition of the eight companies.

Mr. Corey and Scruggs are also eligible to receive an indeterminable number
of shares of common stock and/or cash under the contingent consideration
provisions of the acquisition agreement for their respective company. See "About
Luminant Worldwide Corporation."

We entered into an agreement with ARC Group LLC and Commonwealth Principals,
dated March 8, 1999, under which ARC Group LLC agreed to provide consulting
services to us in exchange for a payment of $80,000, an additional payment of
$240,000 upon closing of our initial public offering and reimbursement of their
fees and expenses. Commonwealth Principals agreed to guarantee our performance
under this agreement. Mr. Bevivino, our Vice President of Finance, is a managing
member of ARC Group LLC.

Luminant has retained the law firm of Wilmer, Cutler & Pickering,
Washington, D.C., as its outside legal counsel in connection with this offering
and the acquisition of the eight companies. George P. Stamas, a director of
Luminant, is a partner with Wilmer, Cutler & Pickering.

YOUNG & RUBICAM

Simultaneously with the closing of this offering and the acquisition of the
other seven companies, we will acquire assets of Brand Dialogue-New York from
Young & Rubicam for a purchase price of approximately $67.1 million, which will
be paid through the issuance of 4,192,361 shares of common stock, of which
891,780 shares will be non-voting common stock. We will also grant to Young &
Rubicam an option immediately exercisable for 1,800,000 shares

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of our common stock at an exercise price equal to the initial public offering
price. Young & Rubicam will own approximately 21.79% of Luminant after this
offering, or 27.34% if the Young & Rubicam option is exercised in full, in each
case assuming that Young & Rubicam also purchases the 937,500 shares which the
underwriters have reserved to sell to them in this offering. Michael J. Dolan
will become a director effective upon the closing of this offering and the
acquisition of the other seven companies under an agreement with Young &
Rubicam. Mr. Dolan is Vice Chairman, Chief Financial Officer and a director of
Young & Rubicam.

We have entered into an agreement with Young & Rubicam to acquire some
assets of Brand Dialogue-New York, the New York branch of a Young & Rubicam
division. Young & Rubicam has agreed that it will ask AT&T, the United States
Postal Service, Citigroup, Dr. Pepper/7-Up, Inc., Sony Corporation, Showtime
Networks, Inc., Phillip Morris Companies Inc. and Pfizer Inc., as well as other
clients who may be identified in the future by Luminant and Young & Rubicam
together or by Young & Rubicam under the procedures set forth in the Brand
Dialogue-New York acquisition agreement, to select us to perform services in
connection with on-going engagements and future engagements substantially
similar to the type of work performed by Brand Dialogue-New York prior to the
closing of this offering and the acquisition of the assets of Brand Dialogue-New
York. Young & Rubicam has the right not to recommend us or to terminate our
involvement in an existing engagement if in its judgment recommending or
retaining us is not in the best interests of its clients or if we fail to
perform our obligations or default under the terms of any client engagement. A
Young & Rubicam client can also cancel the engagement. We and Young & Rubicam
intend to cooperate in marketing our respective services to each others' clients
in order to increase the range, breadth and depth of services available to such
clients.

In addition, upon the closing of this offering and the acquisition of the
assets of Brand Dialogue-New York, we will enter into a Transition Services
Agreement with Young & Rubicam under which Young & Rubicam will grant us a
license to use, for a term not to exceed 12 months, office space used by Brand
Dialogue-New York prior to the closing of this offering and the acquisition of
the assets of Brand Dialogue-New York. Young & Rubicam will also agree to
provide us with specified services in connection with our use of this space. In
consideration for providing the space, we will pay to Young & Rubicam $33,072
per month plus expenses. Additional fees will be paid to Young & Rubicam for the
provision of specified services.

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PRINCIPAL STOCKHOLDERS

The table at the end of this section shows the number and percentage of
outstanding shares of our common stock that were owned as of August 15, 1999 and
that will be owned immediately following the closing of this offering and the
simultaneous acquisition of the eight companies by:

- all persons known by us to own beneficially more than 5% of the common
stock;

- each director, director nominee and executive officer; and

- all directors, director nominees and executive officers as a group.

As of August 15, 1999, there were 1,831,800 shares of common stock
outstanding. Following the closing of this offering and the simultaneous
acquisition of the eight companies, we will have outstanding 23,544,837 shares
of common stock, including 16,713,037 shares of common stock we will issue as a
portion of the initial purchase prices for the acquisitions of our companies, in
each case assuming the underwriters do not exercise their over-allotment option,
and 24,294,837 shares assuming the underwriters exercise their over-allotment
option in full and purchase all of the over-allotment shares from Luminant. At
the time of the closing of this offering and the simultaneous acquisition of the
eight companies we will also have outstanding options to purchase 6,998,316
shares of common stock, including options to purchase 3,452,523 shares of common
stock which will be exercisable immediately following this offering. No other
options, warrants or rights to acquire shares of common stock will become
exercisable within 60 days of this offering.

On August 22, 1998, Commonwealth Principals acquired 1,665,273 shares of our
common stock, which are beneficially held by its members, including Messrs.
Jordan, Marmol and Reisfield and their affiliates. The beneficial ownership of
Commonwealth Principals shown in the table at the end of this section does not
include the shares of Luminant that are held indirectly through Commonwealth
Principals by Messrs. Jordan, Marmol and Reisfield and their affiliates, as
those shares will be distributed to those individuals as soon as practicable
after closing of this offering:

- The number of shares of common stock owned by Mr. Jordan includes 109,361
shares of common stock indirectly owned through his ownership of a limited
liability company interest in Commonwealth Principals.

- The number of shares of common stock owned by Mr. Marmol includes 339,269
shares of common stock indirectly owned through his ownership of a limited
liability company interest in Commonwealth Principals and options to
purchase 294,310 shares that will be exercisable on the closing of this
offering.

- The number of shares of common stock owned by Mr. Reisfield includes
options to purchase 235,448 shares of common stock, that will be
exercisable on the closing of this offering; 54,680 shares indirectly
owned through his ownership of a limited liability company interest in
Commonwealth Principals; and 54,681 shares indirectly owned by R4 Venture
Partners I through its ownership of a limited liability company interest
in Commonwealth Principals. Mr. Reisfield is a general partner of R4
Venture Partners I.

Other members of Commonwealth Principals who will indirectly own shares of
Luminant through their ownership interest in Commonwealth Principals do not
include any executive officers or directors of Luminant or any persons who would
have an indirect ownership interest in Luminant after completion of the offering
equal to 5% or more of its outstanding shares. The management committee of
Commonwealth Principals, which has the power to vote and make decisions
regarding the disposition of the Luminant shares, consists of J. Marshall
Coleman, Sean Coleman, and Santanu Sarkar.

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<PAGE>

The number of shares of common stock owned by Young & Rubicam includes
options for 1,800,000 shares of common stock that will be exercisable on the
closing of this offering and the simultaneous acquisition of assets of Brand
Dialogue-New York.

The shares beneficially owned by Richard M. Scruggs include 600,000 shares
owned by Commonwealth Principals as to which Mr. Scruggs has full voting power
on all matters under the terms of an Agreement and Irrevocable Proxy by and
between Commonwealth Principals and Mr. Scruggs, dated July 23, 1999.

Under its terms, the proxy will expire upon the earlier to occur of:

- the sale or disposition of the shares by Commonwealth; or

- the third anniversary of the closing of this offering.

We originally issued 1,831,800 shares of common stock to our initial
stockholder and an executive officer after giving effect to the 16,653-for-one
stock split.

Following this offering, the former owners of our eight companies may be
entitled to contingent consideration under the terms of the acquisition
agreements that we entered into with them. The number of shares that could be
issued as payment of contingent consideration are not now determinable and no
assumptions regarding those issuances have been included in the pro forma
financial statements included in this prospectus or in the table below.

The address for our officers and directors is c/o Luminant Worldwide
Corporation, 4100 Spring Valley Road, Suite 750, Dallas, Texas 75244.

Luminant has granted to the underwriters a 30-day option to purchase up to
750,000 additional shares of common stock solely to cover over-allotments, if
any.

An asterisk indicates ownership of less than 1%.

<TABLE>
<CAPTION>
AFTER OFFERING
AFTER OFFERING (FULL EXERCISE OF OVER-
(NO EXERCISE OF OVER- ALLOTMENT OPTION FROM
BEFORE OFFERING ALLOTMENT OPTION) LUMINANT)
------------------------ ------------------------ ------------------------
NUMBER NUMBER NUMBER
OF SHARES OF SHARES OF SHARES
BENEFICIALLY PERCENTAGE BENEFICIALLY PERCENTAGE BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED OWNERSHIP OWNED OWNERSHIP OWNED OWNERSHIP
- ----------------------------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Michael H. Jordan........................ 109,361 5.97% 109,361 * 109,361 *

Guillermo G. Marmol...................... 800,107 37.63 800,107 3.36% 800,107 3.25%

Derek R. Reisfield....................... 344,810 16.68 344,810 1.45 344,810 1.41

Thomas G. Bevivino....................... -- -- -- -- -- --

George P. Stamas......................... -- -- -- -- -- --

James R. Corey........................... -- -- 1,697,402 7.21 1,697,402 6.99

Richard M. Scruggs....................... -- -- 1,383,156 5.87 1,383,156 5.69

Randolph Austin.......................... -- -- -- -- -- --

Michael J. Dolan......................... -- -- -- -- -- --

Young & Rubicam Inc. -- -- 6,929,861 27.34 6,929,861 26.56
285 Madison Avenue
New York, New York 10017................

Commonwealth Principals II, LLC 915,900 50.00 915,900 3.89 915,900 3.77
1650 Tysons Blvd.
McLean, Virginia 22102..................

All executive officers, directors and 1,254,278 53.11% 4,334,836 18.01% 4,334,836 17.46%
director nominees as a group (nine
persons)................................
</TABLE>

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<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock,
par value $0.01 per share, of which 5,000,000 are shares of non-voting common
stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par
value $0.01 per share. As of August 15, 1999, there were 1,831,800 shares of our
common stock outstanding, held by two holders of record, no shares of non-voting
common stock outstanding and no shares of preferred stock outstanding.

Following the closing of this offering and the simultaneous acquisition of
our eight companies, we will have outstanding 23,544,837 shares of common stock,
assuming the underwriters do not exercise their over-allotment option. Of the
23,544,837 shares of common stock outstanding, 891,780 will be shares of
non-voting common stock. In addition, we may issue additional shares of common
stock to the former owners of our companies as contingent consideration under
the terms of the acquisition agreements that we entered into with them. The
number of shares that could be issued as payment of contingent consideration are
not now determinable and no assumptions regarding those issuances have been
included in the pro forma financial statements included in this prospectus.
Following completion of this offering, no shares of preferred stock will be
outstanding.

The following is a description of our capital stock.

COMMON STOCK AND NON-VOTING COMMON STOCK

We are authorized to issue, without further stockholder approval, up to
100,000,000 shares of common stock, including 5,000,000 shares of non-voting
common stock. Holders of record of common stock, excluding the non-voting common
stock unless otherwise required by law, are entitled to one vote for each share
held on all matters properly submitted to a vote of stockholders. Holders of our
common stock do not have cumulative voting rights. As a result, holders of a
plurality of the shares of common stock, excluding non-voting common stock,
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of common stock, including the non-voting common
stock, are entitled ratably to any dividend declared by the Board of Directors
out of funds legally available for this purpose, subject to any preferential
dividend rights of any then-outstanding preferred stock. Upon our liquidation,
dissolution or winding up, holders of common stock, including the non-voting
common stock, are entitled to receive ratably our remaining net assets available
after payment of or provision for all debts and other liabilities, subject the
prior rights of any then-outstanding preferred stock. Holders of common stock,
including the non-voting common stock, have no redemption or conversion rights
and no preemptive right to subscribe for or purchase additional shares of any
class of our capital stock. The outstanding shares of common stock, including
the non-voting common stock, are, and the shares of common stock offered in this
offering will be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of common stock, including the
non-voting common stock, may be adversely affected by the rights of the holders
of shares of any series of preferred stock that we may designate and issue in
the future. See "--Preferred Stock." Each share of non-voting common stock will
automatically convert to common stock on a share-for-share basis in the event
the holder of a share of non-voting common stock sells or transfers that share
to a person or entity who is not an affiliate of the holder.

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<PAGE>
PREFERRED STOCK

We are authorized to issue, without further stockholder approval, up to
10,000,000 shares of preferred stock in one or more series, which can have
rights senior to those of the common stock. Our Board of Directors may fix or
alter the powers, designation, dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption, including sinking fund
provisions, redemption price or prices, liquidation and other preferences, and
other special rights of any wholly unissued series of preferred stock, and the
number of shares constituting any such series.

Our issuance of preferred stock could adversely affect holders of common
stock. These effects could include the following:

- if dividends on the preferred stock have not been made, dividends on the
common stock may be restricted;

- to the extent the preferred stock has voting rights, the voting rights of
the common stock will be diluted;

- if holders of preferred stock are entitled to preferred dividends or
liquidation preferences, the amount of earnings and assets available for
distribution to holders of common stock may be reduced; and

- the issuance of preferred stock could decrease the market price of the
common stock.

In addition, our issuance of preferred stock may have the effect of delaying or
preventing a change in control. We currently have no plans to issue any shares
of preferred stock.

LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS

As permitted by the Delaware General Corporation Law, our certificate of
incorporation provides that our directors will not be personally liable to us or
our 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 us or our stockholders, (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) under
Section 174 of the Delaware General Corporation Law, relating to unlawful
dividends or unlawful stock purchases or redemptions, or (4) for any transaction
from which the director derives an improper personal benefit. As a result of
this provision, we and our stockholders may be unable to obtain monetary damages
from a director for breach of his or her duty of care.

Our certificate of incorporation and by-laws provide for the indemnification
of our directors and officers to the fullest extent authorized by the Delaware
General Corporation Law, except that we will indemnify a director or officer in
connection with an action initiated by that person only if the action was
authorized by our Board of Directors. The indemnification provided under our
certificate of incorporation and by-laws includes the right to be paid expenses
in advance of any proceeding for which indemnification may be had, provided that
such advance payment may be made only if the director or officer seeking such
advance payment delivers to us an undertaking to repay all amounts paid in
advance if it is ultimately determined that the director or officer is not
entitled to be indemnified. Under our by-laws, if we do not pay a claim for
indemnification within 60 days after we have received a written claim, the
director or officer may bring an action to recover the unpaid amount of the
claim and, if successful, the director or officer also will be entitled to be
paid the expense of prosecuting the action to recover these unpaid amounts.

Under our by-laws, we have the power to purchase and maintain insurance on
behalf of any person who is or was one of our directors, officers, employees or
agents, or is or was serving at

81
<PAGE>
our request as a director, officer, employee, limited partner, general partner,
manager, trustee or agent of another corporation or of a partnership, joint
venture, limited liability company, trust or other enterprise, against any
liability asserted against the person or incurred by the person in any of these
capacities, or arising out of the person's fulfilling one of these capacities,
and related expenses, whether or not we would have the power to indemnify the
person against the claim under the provisions of the Delaware General
Corporation Law. We intend to purchase director and officer liability insurance
on behalf of our directors and officers.

ANTI-TAKEOVER PROVISIONS

Our certificate of incorporation and by-laws contain provisions that are
intended to enhance the likelihood of continuity and stability in the
composition of our Board of Directors and in the policies formulated by our
Board of Directors. In addition, provisions of Delaware law may hinder or delay
an attempted takeover of Luminant other than through negotiation with our Board
of Directors. These provisions could have the effect of discouraging attempts to
acquire us or remove incumbent management even if some or a majority of our
stockholders believe this action to be in their best interest, including
attempts that might result in the stockholders' receiving a premium over the
market price for the shares of common stock held by stockholders.

REMOVAL AND REPLACEMENT OF DIRECTORS. Under our by-laws, directors may only
be removed, with or without cause, by the affirmative vote of two-thirds of the
outstanding voting stock. In addition, a majority of the directors then in
office can fill board vacancies and newly-created directorships resulting from
any increase in the size of the Board of Directors, even if those directors do
not constitute a quorum or only one director is left in office. These provisions
could prevent stockholders, including parties who want to take over or acquire
us, from removing incumbent directors without cause and filling the resulting
vacancies with their own nominees.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER PROPOSALS AND STOCKHOLDER
NOMINATIONS OF DIRECTORS. The by-laws establish an advance notice procedure
regarding stockholder proposals and nominations for director. The advance notice
procedure will not apply to proposals by our Board of Directors or management.
Any stockholder that wishes to make a proposal, or nominate a director for
election, at an annual meeting must deliver us notice of the proposal or the
nomination not less than 90 days nor more than 120 days before the first
anniversary of the preceding year's annual meeting. The stockholder must put
information in the notice regarding:

- the stockholder and its holdings;

- the background of any nominee for director;

- any business desired to be brought before the meeting;

- the reasons for conducting the business at the meeting; and

- any material interest of the stockholder in the business proposed.

SPECIAL MEETINGS OF STOCKHOLDERS. Our certificate of incorporation and
by-laws permit special meetings of the stockholders to be called only by the
Board of Directors, the Chairman of the Board or the President or holders of at
least 75% of our securities that are outstanding and entitled to vote generally
in an election of directors. This provision may make it more difficult for
stockholders to take actions opposed by the Board of Directors.

PROHIBITION ON STOCKHOLDER ACTION BY WRITTEN CONSENT. Our certificate of
incorporation and by-laws prohibit stockholders from taking action by written
consent. By requiring stockholders to take actions at an annual or special
meeting, rather than by written consent, our certificate of

82
<PAGE>
incorporation and by-laws may discourage stockholder actions that are opposed by
our board of directors.

AUTHORIZED BUT UNISSUED SHARES. Without further stockholder approval, we can
issue shares of common stock and preferred stock up to the number of shares
authorized for issuance in our certificate of incorporation, except as limited
by Nasdaq rules. We could use these additional shares for a variety of corporate
purposes. These purposes include future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. Our ability to issue
these shares of common stock and preferred stock could make it more difficult or
discourage an attempt to obtain control of Luminant by means of a proxy contest,
tender offer, merger or otherwise.

SECTION 203 OF DELAWARE LAW. In addition to the foregoing provisions of our
certificate of incorporation and by-laws, we will be subject to the provisions
of Section 203 of the Delaware General Corporation Law. Section 203 prohibits
publicly-held Delaware corporations from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Generally, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years did own, 15% or more of the corporation's voting stock. These
provisions could have the effect of delaying, deferring or preventing a change
in control of Luminant or reducing the price that investors might be willing to
pay in the future for shares of our common stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.

SHARES AVAILABLE FOR FUTURE SALE

Following the closing of this offering and the simultaneous acquisition of
the eight companies, we will have 23,544,837 shares of common stock outstanding,
assuming no exercise of the underwriters' over-allotment option, or 24,294,837
shares, assuming the underwriters' over-allotment option is exercised in full
and purchase all of the over-allotment shares from Luminant. All the shares we
sell in this offering will be freely tradable without restriction or further
registration under the Securities Act, except that any shares purchased by our
affiliates, as that term is defined in Rule 144, may generally only be sold in
compliance with the limitations of Rule 144 described below.

18,544,837 shares of common stock outstanding following the closing of this
offering and the simultaneous acquisition of the eight companies, including
16,713,037 shares of common stock we issue to former owners of our companies
under the acquisition agreements we entered into with them, will be "restricted
securities" or shares held by affiliates under the terms of the Securities Act.
Sales of a portion of the restricted shares to be outstanding upon completion of
this offering will be limited by lock-up agreements with the underwriters and
with us as described below.

We may also issue an indeterminable number of shares of common stock under
the contingent consideration provisions of the acquisition agreements which
would be "restricted securities," and which may be resold if registered under
applicable registration rights or if an exemption from registration is
available. See "About Luminant Worldwide Corporation."

83
<PAGE>
RULE 144

In general, under Rule 144, a stockholder who owns restricted shares that
have been outstanding for at least one year is entitled to sell, within any
three-month period, a number of these restricted shares that does not exceed the
greater of:

- one percent of the then outstanding shares of common stock, or
approximately 235,449 shares immediately after this offering; or

- the average weekly trading volume in the common stock on the Nasdaq
National Market during the four calendar weeks preceding the sale.

In addition, our affiliates must comply with the restrictions and
requirements of Rule 144, other than the one-year holding period requirement, to
sell shares of common stock which are not restricted securities unless we
register those securities for resale by the affiliate.

Under Rule 144(k), a stockholder who is not currently, and who has not been
for at least three months before the sale, an affiliate of ours and who owns
restricted shares that have been outstanding for at least two years may resell
these restricted shares without compliance with the above requirements. The one-
and two-year holding periods described above do not begin to run until the full
purchase price is paid by the person acquiring the restricted shares from us or
an affiliate of ours.

REGISTRATION RIGHTS

The former owners of the companies that we acquire at the closing of this
offering and the simultaneous acquisition of the eight companies will have
piggyback registration rights to register the shares of common stock that they
receive pursuant to the acquisition agreements, including those issued as
contingent consideration, whenever we propose to register any shares of common
stock for our own or another's account under the Securities Act for a public
offering, other than:

- any shelf registration of shares of common stock to be used as
consideration for acquisitions of additional businesses;

- registrations relating to employee benefit plans; and

- registrations relating to rights offerings made to our stockholders.

Under a registration rights agreement we expect to enter into prior to the
closing of this offering, Commonwealth Principals and Mr. Marmol will also have
piggyback registration rights to register the shares of common stock which they
hold or which they have a right to acquire under options granted in connection
with this offering, whenever we propose to register any shares of common stock
for our own or another's account under the Securities Act for a public offering,
other than:

- any shelf registration of shares of common stock to be used as
consideration for acquisitions of additional businesses;

- registrations relating to employee benefit plans; and

- registrations relating to rights offerings made to our stockholders.

In addition, Young & Rubicam will have the right, on one occasion that can
be no earlier than 18 months after the closing of this offering and the
simultaneous acquisition of the eight companies, to require that we register
under the Securities Act any or all of the shares of common stock they receive
in connection with their aquisition, including shares issued as contingent
consideration and shares issued upon exercise of options granted to Young &

84
<PAGE>
Rubicam. We have agreed to pay all costs of this registration and to keep the
registration effective for at least 120 days, or whatever shorter period may be
required to sell the registered shares.

OPTIONS ISSUABLE AND OUTSTANDING

Before the closing of this offering and the simultaneous acquisition of the
eight companies, we will issue options to acquire 6,998,316 shares of common
stock, of which options to purchase 3,452,523 shares will be immediately
exercisable. Options to purchase 2,219,001 of these shares will be issued to
replace currently outstanding options and participation rights issued by Align,
InterActive8 and Potomac Partners. Options to purchase 1,800,000 of these shares
will be issued to Young & Rubicam. Options to purchase 1,323,000 of these shares
will be issued to employees and officers of the eight companies who will become
our employees as of the closing of the acquisitions, and options to purchase
1,656,315 of these shares will be issued to our current management, directors
and a former officer. All of the options described in this paragraph will be
available for resale at various dates after closing subject to expiration of
applicable lock-ups, compliance with the volume, holding period and other
limitations of Rule 144 and compliance with applicable vesting schedules.

In addition, we intend to file one or more registration statements under the
Securities Act within 30 days after the closing of the initial public offering
to register 7,288,451 shares of common stock underlying outstanding stock
options issued or reserved for issuance under our long-term incentive plan. We
expect these registration statements will become effective upon filing, and
shares covered by these registration statements will be eligible for sale in the
public market immediately after the effective dates of these registration
statements.

LOCK-UP AGREEMENTS

We have agreed with the underwriters that we will not issue any additional
shares of common stock or securities convertible into, exercisable for or
exchangeable for shares of common stock for 180 days following the date of this
prospectus, except that we may grant options or warrants to purchase shares of
common stock under the long-term incentive plan or in connection with the
acquisitions of companies, and issue shares of common stock upon the exercise of
outstanding options and warrants and in connection with the acquisition of
companies.

Our executive officers, directors and specified significant stockholders
have agreed with the underwriters that they will not offer, sell, contract to
sell or otherwise dispose of or enter into any transaction which is designed to
or could be expected to result in the disposition of any common stock for a
period of 180 days after the date of this prospectus without the prior written
consent of Deutsche Bank Securities Inc. The agreements do not prevent any of
them from exercising outstanding options or warrants.

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<PAGE>
UNDERWRITING

The underwriters named below, through their representatives Deutsche Bank
Securities Inc., Hambrecht & Quist LLC and SoundView Technology Group, Inc. have
severally agreed to purchase from us the following numbers of shares of common
stock at the public offering price less the underwriting discounts and
commissions shown on the cover page of this prospectus.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ------------------------------------------------------------------------------- -------------
<S> <C>
Deutsche Bank Securities Inc...................................................
Hambrecht & Quist LLC..........................................................
SoundView Technology Group, Inc................................................
-------------
Total........................................................................ 5,000,000
-------------
-------------
</TABLE>

We have entered into an underwriting agreement with the underwriters which
provides that the underwriters are obligated to purchase all of the shares of
common stock we are offering to sell in this offering, other than shares covered
by the over-allotment option described below, if any of the shares are
purchased. We expect to issue these shares on , 1999.

The underwriters propose to offer the shares of common stock to the public
at the public offering price set forth on the cover page of this prospectus and
to dealers at a price that represents a concession not in excess of $ per
share under the public offering price. The underwriters may allow, and dealers
may re-allow, a concession not in excess of $ per share to other dealers.
After the initial offering, the offering price and other selling terms may be
changed by the representatives of the underwriters.

Luminant has granted to the underwriters an option, exercisable not later
than 30 days after the date of this prospectus, to purchase up to an aggregate
of 750,000 additional shares of common stock at the public offering price less
the underwriting discounts and commissions set forth on the cover page of this
prospectus. The underwriters may exercise this option only to cover
over-allotments made in connection with the sale of the common stock in this
offering. To the extent that the underwriters exercise this option, each of the
underwriters will become obligated to purchase approximately the same percentage
of additional shares of common stock as the number of shares of common stock to
be purchased by it in the above table bears to 5,000,000. Each of the
stockholders of the eight acquired companies is being granted the right to sell
shares in the event the underwriters exercise their over-allotment option. If
exercised, each of these stockholders will have the right to sell up to 15% of
their shares to the underwriters, subject to Luminant's right to reduce on a pro
rata basis the number of shares which each stockholder may sell to the
underwriters, if the stockholders desire to sell more shares than are needed to
cover the over-allotment option. Luminant, or if they elect to do so, the
selling stockholders, will be obligated to sell these shares to the underwriters
to the extent they exercise the option. If any additional shares of common stock
are purchased, the underwriters will offer these additional shares on the same
terms as those on which the 5,000,000 shares are being offered.

At our request the underwriters have reserved for sale at the initial public
offering price up to shares of common stock for our officers,
directors, employees, clients, friends and related persons who express an
interest in purchasing these shares. In addition, the underwriters have reserved
up to 937,500 shares of our common stock for sale to Young & Rubicam, Inc. at
the initial public offering price. The number of shares of our common stock
available for sale to the general public will be reduced to the extent these
persons purchase these reserved shares. The underwriters will offer any reserved
shares not so purchased by these persons to the general public on the same basis
as the other shares in this initial public offering.

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<PAGE>
We have agreed to indemnify the underwriters against liabilities in
connection with this initial public offering, including liabilities under the
Securities Act.

We have agreed with the underwriters that we will not issue any additional
shares of common stock or securities convertible into, exercisable for or
exchangeable for shares of common stock for 180 days following the date of this
prospectus, except that we may grant options or warrants to purchase shares of
common stock under the long-term incentive plan or in connection with the
acquisitions of companies, and issue shares of common stock upon the exercise of
outstanding options and warrants, and in connection with the acquisition of
companies.

Each of our executive officers and directors and our large stockholders have
agreed with the underwriters that they will not offer, sell, contract to sell or
otherwise dispose of or enter into any transaction which is designed to or could
be expected to result in the disposition of any common stock for a period of 180
days after the date of this prospectus without the prior written consent of
Deutsche Bank Securities Inc., except that nothing will prevent any of them from
exercising outstanding options or warrants.

The representatives of the underwriters have advised us that the
underwriters do not intend to confirm sales to any account over which they
exercise discretionary authority.

To facilitate the offering of the common stock, the underwriters may engage
in transactions that stabilize, maintain or otherwise affect the market price of
the common stock. Specifically, the underwriters may over-allot shares of the
common stock in connection with this offering by creating a short position in
the common stock for their own accounts. Additionally, to cover these
over-allotments or to stabilize the market price of the common stock, the
underwriters may bid for, and purchase, shares of common stock in the open
market. Finally, the representatives, on behalf of the underwriters, also may
reclaim selling concessions allowed to an underwriter or dealer if the
underwriting syndicate repurchases shares distributed by that underwriter or
dealer. Any of these activities may maintain the market price of our common
stock at a level above that which might otherwise prevail in the open market.
The underwriters are not required to engage in these activities and, if
commenced, may end any of these activities at any time.

PRICING OF THIS OFFERING

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price for our common stock will
be determined by negotiation between us and the representatives of the
underwriters. Among the factors to be considered in determining the public
offering price will be:

- the history and prospects of our business and the industry in which we
compete;

- an assessment of our management and the present state of our development;

- prevailing market conditions in the United States economy and the industry
in which we compete;

- our revenues, operating cash flow and earnings in recent periods;

- the market capitalizations and stages of development of other companies
which the representatives of the underwriters believe to be comparable to
us; and

- estimates of our business potential.

LEGAL MATTERS

The validity of the shares of our common stock offered by this prospectus
will be passed upon for us by Wilmer, Cutler & Pickering, Washington, D.C. The
underwriters have been represented by Piper & Marbury L.L.P., Baltimore,
Maryland.

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EXPERTS

The audited financial statements and schedules of Luminant Worldwide
Corporation; Align Solutions Corp.; Free Range Media Inc.; Integrated Consulting
Inc.; InterActive8, Inc.; Multimedia Resources, LLC; Potomac Partners Management
Consulting, LLC; RSI Group, Inc. and subsidiaries, Fifth Gear Media Corporation,
inmedia, inc. and Synapse Group, Inc. included in this prospectus and elsewhere
in the registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of Arthur
Andersen LLP as experts in giving these reports.

The financial statements of Brand Dialogue-New York (a wholly-owned business
of Young & Rubicam Inc.) as of December 31, 1997 and 1998 and for the period
from April 1, 1996 (inception) through December 31, 1996, and for each of the
two years in the period ended December 31, 1998 included in this prospectus have
been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

You may rely on the information contained in this prospectus. Neither we nor
the underwriters has authorized anyone to provide information different from
that contained in this prospectus. When you make a decision about whether to
invest in our common stock, you should not rely upon any information other than
the information in this prospectus. Neither the delivery of this prospectus nor
sale of common stock means that information contained in this prospectus is
correct after the date of this prospectus. This prospectus is not an offer to
sell or solicitation of an offer to buy these shares of our common stock in any
circumstances under which the offer or solicitation is unlawful.

We have filed with the Securities and Exchange Commission a registration
statement, which includes exhibits, schedules and amendments. This prospectus is
a part of the registration statement and includes all of the information which
we believe is material to an investor considering whether to make an investment
in our common stock. We refer you to the registration statement for additional
information about Luminant, our common stock and this offering, including the
full texts of the exhibits, some of which have been summarized in this
prospectus. The registration statement is available for inspection and copying
at Securities and Exchange Commission's following locations:

1. Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549;

2. New York Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048; and

3. Chicago Regional Officer, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661-2511

You may obtain copies by mail from the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. In addition, the
Securities and Exchange Commission maintains an Internet site that contains the
registration statement. The address of the Securities and Exchange Commission's
Internet site is "http://www.sec.gov."

We intend to furnish our stockholders annual reports containing financial
statements audited by our independent accountants.

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LUMINANT WORLDWIDE CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Combined Financial Statements.................................... F-4
Unaudited Pro Forma Combined Balance Sheets.......................................................... F-6
Unaudited Pro Forma Combined Statements of Operations................................................ F-7
Unaudited Historical Balance Sheets.................................................................. F-10
Unaudited Historical Statements of Operations Excluding Align Solutions Corp......................... F-11
Notes to Unaudited Pro Forma Combined Financial Statements........................................... F-14

ALIGN SOLUTIONS CORP.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Introduction to Unaudited Pro Forma Financial Statements............................................. F-21
Unaudited Pro Forma Statements of Operations......................................................... F-22
Notes to Unaudited Pro Forma Financial Statements.................................................... F-25

LUMINANT WORLDWIDE CORPORATION
Report of Independent Public Accountants............................................................. F-26
Balance Sheets....................................................................................... F-27
Statements of Operations............................................................................. F-28
Statements of Stockholders' Equity................................................................... F-29
Statements of Cash Flows............................................................................. F-30
Notes to Financial Statements........................................................................ F-31

OUR EIGHT COMPANIES

ALIGN SOLUTIONS CORP.
Report of Independent Public Accountants............................................................. F-37
Balance Sheets....................................................................................... F-38
Statements of Operations............................................................................. F-39
Statements of Stockholders' Equity................................................................... F-40
Statements of Cash Flows............................................................................. F-41
Notes to Financial Statements........................................................................ F-42

BRAND DIALOGUE-NEW YORK
Report of Independent Accountants.................................................................... F-50
Balance Sheets....................................................................................... F-51
Statements of Operations............................................................................. F-52
Statements of Cash Flows............................................................................. F-53
Notes to Financial Statements........................................................................ F-54

FREE RANGE MEDIA, INC.
Report of Independent Public Accountants............................................................. F-59
Consolidated Balance Sheets.......................................................................... F-60
Consolidated Statements of Operations................................................................ F-61
Consolidated Statements of Stockholders' Equity...................................................... F-62
Consolidated Statements of Cash Flows................................................................ F-63
Notes to Consolidated Financial Statements........................................................... F-64
</TABLE>

F-1
<PAGE>
LUMINANT WORLDWIDE CORPORATION

INDEX TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
INTEGRATED CONSULTING, INC. dba I.CON INTERACTIVE
Report of Independent Public Accountants............................................................. F-72
Balance Sheets....................................................................................... F-73
Statements of Operations............................................................................. F-74
Statements of Stockholders' Equity................................................................... F-75
Statements of Cash Flows............................................................................. F-76
Notes to Financial Statements........................................................................ F-77

INTERACTIVE8, INC.
Report of Independent Public Accountants............................................................. F-83
Balance Sheets....................................................................................... F-84
Statements of Operations............................................................................. F-85
Statements of Stockholders' Equity................................................................... F-86
Statements of Cash Flows............................................................................. F-87
Notes to Financial Statements........................................................................ F-88

MULTIMEDIA RESOURCES, LLC
Report of Independent Public Accountants............................................................. F-95
Balance Sheets....................................................................................... F-96
Statements of Operations............................................................................. F-97
Statements of Members' Equity........................................................................ F-98
Statements of Cash Flows............................................................................. F-99
Notes to Financial Statements........................................................................ F-100

POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC
Report of Independent Public Accountants............................................................. F-104
Balance Sheets....................................................................................... F-105
Statements of Operations............................................................................. F-106
Statements of Members' Equity........................................................................ F-107
Statements of Cash Flows............................................................................. F-108
Notes to Financial Statements........................................................................ F-109

RSI GROUP, INC. AND SUBSIDIARIES
Report of Independent Public Accountants............................................................. F-117
Consolidated Balance Sheets.......................................................................... F-118
Consolidated Statements of Operations................................................................ F-119
Consolidated Statements of Stockholders' Equity...................................................... F-120
Consolidated Statements of Cash Flows................................................................ F-121
Notes to Consolidated Financial Statements........................................................... F-122

ACQUISITIONS OF ALIGN SOLUTIONS CORP. SUBSEQUENT TO DECEMBER 31, 1998

FIFTH GEAR MEDIA CORPORATION
Report of Independent Public Accountants............................................................. F-128
Balance Sheets....................................................................................... F-129
Statements of Operations............................................................................. F-130
Statements of Stockholders' Equity................................................................... F-131
Statements of Cash Flows............................................................................. F-132
Notes to Financial Statements........................................................................ F-133
</TABLE>

F-2
<PAGE>
LUMINANT WORLDWIDE CORPORATION

INDEX TO FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
INMEDIA, INC.
Report of Independent Public Accountants............................................................. F-139
Balance Sheets....................................................................................... F-140
Statements of Operations............................................................................. F-141
Statements of Stockholders' Equity................................................................... F-142
Statements of Cash Flows............................................................................. F-143
Notes to Financial Statements........................................................................ F-144

SYNAPSE GROUP, INC.
Report of Independent Public Accountants............................................................. F-151
Balance Sheets....................................................................................... F-152
Statements of Operations............................................................................. F-153
Statements of Stockholders' Equity................................................................... F-154
Statements of Cash Flows............................................................................. F-155
Notes to Financial Statements........................................................................ F-156
</TABLE>

F-3
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give effect
to the acquisitions by Luminant Worldwide Corporation ("Luminant") of the
outstanding capital stock of Align Solutions Corp.; Free Range Media, Inc.;
Integrated Consulting, Inc.; InterActive8, Inc; Multimedia Resources, LLC;
Potomac Partners Management Consulting, LLC; and RSI Group, Inc. and the assets
and certain liabilities of Brand Dialogue-New York (a wholly owned subsidiary of
Young and Rubicam Inc.) (the "eight companies"). These acquisitions will occur
simultaneously with the closing of this offering and will be accounted for using
the purchase method of accounting. Align, one of the eight companies we will
acquire, has been identified as the "accounting acquiror." Align is deemed to be
the accounting acquiror since its shareholder group's voting rights of 5,253,101
shares, is the greatest portion of voting rights. Under APB 16, the shareholder
group receiving the largest number of voting rights is presumptive evidence that
it is the accounting acquiror. In addition, Align shareholders receive the
largest portion of total consideration, have the largest revenue for the six
months ended June 30, 1999, and Align and two other operating companies have
three members of the board of directors. Subsequent to the combination, the
historical financial statements before the combination will be those of Align.
Since Align is the accounting acquiror, the 915,900 shares of outstanding common
stock of Luminant owned by the sponsor of Luminant at the consummation of the
acquisitions will be valued at the offering price and treated as $14.7 million
of acquisition-related expenses and included in goodwill. The sponsor will not
participate in the management of Luminant. One-half of the 505,796 shares owned
directly or indirectly by the Luminant Chief Executive Officer, 252,898 shares,
will be valued at the offering price and treated as $4.0 million of acquisition
related expenses and included in goodwill. Luminant believes that the $4.0
million represents the fair value of the portion of the common shares issued to
the Chief Executive Officer attributable to acquisition-related activities. The
remaining 663,002 shares owned or indirectly owned by the management of Luminant
including one-half of the Chief Executive Officer shares, will be valued at the
offering price and accounted for, after reduction for the $1.0 million of
consideration paid for the shares, as a $9.6 million nonrecurring equity based
signing bonus. This nonrecurring charge will be recorded upon the consummation
of the acquisitions in the historical financial statements. The amounts to be
included in goodwill have been included in the pro forma combined financial
statements. The nonrecurring charge has been included in the pro forma combined
balance sheet but has been excluded from the pro forma statements of operations,
as it is a nonrecurring charge.

The unaudited pro forma combined balance sheet gives effect to the
acquisitions and the offering as if they had occurred on June 30, 1999. The
unaudited pro forma combined statements of operations gives effect to these
transactions as if they had occurred on January 1, 1998. Certain
reclassifications to the historical statements of operations for Brand
Dialogue-New York have been made in order to present information that is
consistent with the Luminant statement of operations presentation.

Luminant has preliminarily analyzed the savings or increases that it expects
to realize from changes in salaries and certain benefits to the stockholders and
management of the eight companies. To the extent the stockholders and management
of the eight companies have agreed prospectively to reductions or increases in
salary, bonuses and benefits, these changes have been reflected in the pro forma
combined statements of operations. With respect to other potential cost savings,
Luminant has not and cannot quantify these savings until completion of the
acquisition of the eight companies. It is anticipated that these savings will be
partially offset by the costs of being a publicly held company and the
incremental increase in costs related to

F-4
<PAGE>
Luminant's new management. The anticipated savings have not been included in the
unaudited pro forma combined financial statements of Luminant.

The pro forma adjustments are based on estimates, available information and
certain assumptions and may be revised as additional information becomes
available. The pro forma financial data do not purport to represent what
Luminant's financial position or results of operations would actually have been
if such transactions in fact had occurred on those dates and are not necessarily
representative of Luminant's financial position or results of operations for any
future period. Since the eight companies were not under common control or
management, historical combined results may not be comparable to, or indicative
of, future performance. The unaudited pro forma combined financial statements
should be read in conjunction with the other financial statements and notes
thereto included elsewhere in this prospectus. See "Risk Factors" included
elsewhere in this prospectus.

F-5
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

JUNE 30, 1999

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
ACQUISITION PRO FORMA OFFERING PRO FORMA
ADJUSTMENTS COMBINED ADJUSTMENTS AS ADJUSTED
HISTORICAL ----------- --------- ----------- -----------
TOTAL (SEE F-16) (SEE F-16)
----------
(SEE F-10)
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................. $ 1,771 $ -- $ 1,771 $ 13,668(e)(f) $ 15,439
Accounts receivable, net................... 16,303 (100)(a) 16,203 -- 16,203
Unbilled revenues.......................... 548 -- 548 -- 548
Employee and other receivables............. 2,149 (1,933)(a) 216 -- 216
Deferred income taxes...................... 10 80(a) 90 -- 90
Deferred income tax valuation.............. -- (90)(a) (90) (90)
Prepaid expenses and other assets.......... 7,625 (1,000)(a) 6,625 (6,242)(e) 383
---------- ----------- --------- ----------- -----------
Total current assets..................... 28,406 (3,043) 25,363 7,426 32,789

PROPERTY AND EQUIPMENT, net.................. 4,151 -- 4,151 -- 4,151

OTHER ASSETS:
Goodwill, net.............................. 14,415 248,213(a) 262,628 -- 262,628
Other Intangible........................... -- 23,094(d) 23,094 -- 23,094
Deferred income taxes...................... 15 3,213(a) 3,228 3,228
Deferred income tax valuation.............. -- (3,228)(a) (3,228) (3,228)
Other...................................... 291 -- 291 -- 291
---------- ----------- --------- ----------- -----------
Total assets............................. $ 47,278 $268,249 $315,527 $ 7,426 $322,953
---------- ----------- --------- ----------- -----------
---------- ----------- --------- ----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable........................... $ 3,274 $ (100)(a) $ 3,174 $ -- $ 3,174
Payable for eight companies' stock and
other acquisition-related obligations.... -- 53,061(b) 53,061 (53,061)(f) --
Customer deposits.......................... 209 -- 209 -- 209
Accrued liabilities........................ 21,364 (10,216)(b) 11,148 (5,050)(e) 6,098
Unearned revenues.......................... 193 -- 193 -- 193
Notes payable.............................. 2,477 2,477 -- 2,477
Related party notes payable................ 5,746 -- 5,746 (2,448)(e) 3,298
Current maturities of long-term debt....... 1,157 128(c) 1,285 -- 1,285
---------- ----------- --------- ----------- -----------
Total current liabilities................ 34,420 42,873 77,293 (60,559) 16,734

LONG-TERM LIABILITIES:
Long-term debt, net of current
maturities............................... 736 732(c) 1,468 -- 1,468
Deferred income taxes...................... 21 (21)(a) -- -- --
---------- ----------- --------- ----------- -----------
Total liabilities........................ 35,177 43,584 78,761 (60,559) 18,202
---------- ----------- --------- ----------- -----------
MINORITY INTEREST............................ 101 (101) -- -- --

STOCKHOLDERS' EQUITY:
Preferred stock............................ 3,728 (3,728)(b) -- -- --
Members' equity............................ (5,383) 5,383(a) -- -- --
Common stock............................... 3,026 (2,841)(a) 185 50(e) 235
Additional paid-in capital................. 24,550 248,536 ( (b)(c)(d 273,086 67,935(e) 341,021
Young & Rubicam Inc. investment............ 5,456 (5,456)(a) -- -- --
Retained deficit........................... (18,958) (17,547)(a)(b)(c) (36,505) -- (36,505)
Treasury stock............................. (419) 419(a) -- -- --
---------- ----------- --------- ----------- -----------

Total stockholders' equity............... $ 12,000 224,766 236,766 67,985 304,751
---------- ----------- --------- ----------- -----------

Total liabilities and stockholders'
equity................................. $ 47,278 $268,249 $315,527 $ 7,426 $322,953
---------- ----------- --------- ----------- -----------
---------- ----------- --------- ----------- -----------
</TABLE>

F-6
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1998

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
PRO FORMA TOTAL W/O ACQUISITION PRO FORMA
ALIGN ALIGN ADJUSTMENTS COMBINED
----------- -------------- -------------- -----------
<S> <C> <C> <C> <C>
(SEE F-22) (SEE F-11) (SEE F-17)
REVENUES................................ $ 14,188 $ 40,877 $ (219)(e) $ 54,846
COST OF SERVICES........................ 8,582 29,297 (1,581)(c)(e) 36,298
----------- -------------- -------------- -----------
GROSS PROFIT............................ 5,606 11,580 1,362 18,548
SELLING, GENERAL AND ADMINISTRATIVE..... 5,631 16,425 3,958(c)(e)(f)(g) 26,014
EQUITY BASED COMPENSATION EXPENSE....... 4,148 -- 207(g) 4,355
INTANGIBLES AMORTIZATION................ 5,289 35 90,436(a) 95,760
OTHER INCOME (EXPENSE):
Interest income....................... -- 37 -- 37
Interest expense...................... (155) (351) -- (506)
Gain on sale of affiliate............. -- 430 -- 430
Loss on disposition of assets......... (28) -- 5(e) (23)
Other, net............................ 1 28 -- 29
----------- -------------- -------------- -----------
LOSS BEFORE INCOME TAXES................ (9,644) (4,736) (93,234) (107,614)
INCOME TAXES............................ -- 481 (481)(b) --
MINORITY INTEREST....................... -- 162 (162)(d) --
----------- -------------- -------------- -----------
LOSS BEFORE NONRECURRING CHARGES........ $ (9,644) $ (5,379) $ (92,591) $ (107,614)
----------- -------------- -------------- -----------
----------- -------------- -------------- -----------

LOSS BEFORE NONRECURRING CHARGES PER
SHARE................................. $ (4.57)
SHARES USED IN COMPUTING PRO FORMA LOSS
BEFORE NONRECURRING CHARGES PER SHARE
(see note 5):......................... 23,544,837
</TABLE>

F-7
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 1999

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
PRO FORMA TOTAL ACQUISITION PRO FORMA
ALIGN W/O ALIGN ADJUSTMENTS COMBINED
----------- -------------- -------------- -----------
<S> <C> <C> <C> <C>
(SEE F-23) (SEE F-12) (SEE F-18)
REVENUES................................ $ 12,042 $ 29,571 $ (176)(f)(i) $ 41,437
COST OF SERVICES........................ 7,199 26,366 (8,824)(c)(d)(f)(i) 24,741
----------- -------------- -------------- -----------
GROSS PROFIT............................ 4,843 3,205 8,648 16,696

SELLING, GENERAL AND ADMINISTRATIVE..... 4,534 13,421 (1,840) )(d)(f)(g)(h) 16,115
EQUITY BASED COMPENSATION EXPENSE....... 544 -- 2,944(d)(h) 3,488
INTANGIBLES AMORTIZATION................ 2,619 18 45,218(a) 47,855
OTHER INCOME (EXPENSE):
Interest income....................... 2 2 -- 4
Interest expense...................... (68) (226) -- (294)
Other, net............................ 6 (156) -- (150)
----------- -------------- -------------- -----------
LOSS BEFORE INCOME TAXES................ (2,914) (10,614) (37,674) (51,202)
INCOME TAXES............................ -- 477 (477)(b) --
MINORITY INTEREST....................... -- (22) 22(e) --
----------- -------------- -------------- -----------
LOSS BEFORE NONRECURRING CHARGES........ $ (2,914) $ (11,069) $ (37,219) $ (51,202)
----------- -------------- -------------- -----------
----------- -------------- -------------- -----------

LOSS BEFORE NONRECURRING CHARGES PER
SHARE................................. $ (2.17)
SHARES USED IN COMPUTING PRO FORMA
LOSS BEFORE NONRECURRING CHARGES PER
SHARE (see note 5):................... 23,544,837
</TABLE>

F-8
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 1998

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA HISTORICAL ACQUISITION PRO FORMA
ALIGN TOTAL W/O ALIGN ADJUSTMENTS COMBINED
--------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
(SEE
F-24) (SEE F-13) (SEE F-19)
REVENUES......................................................... $ 5,870 $18,882 $ (11)(d) $ 24,741
COST OF SERVICES................................................. 3,486 13,965 (55)(d) 17,396
--------- --------------- ----------- -----------
GROSS PROFIT..................................................... 2,384 4,917 44 7,345

SELLING, GENERAL AND ADMINISTRATIVE.............................. 2,682 7,049 2,235(d)(e) 11,966
EQUITY BASED COMPENSATION EXPENSE................................ 3,604 -- -- 3,604
INTANGIBLES AMORTIZATION......................................... 2,644 18 45,218(a) 47,880
OTHER INCOME (EXPENSE):
Interest income................................................ -- 10 -- 10
Interest expense............................................... (35) (122) -- (157)
Other, net..................................................... (39) (119) -- (158)
--------- --------------- ----------- -----------
LOSS BEFORE INCOME TAXES......................................... (6,620) (2,381) (47,409) (56,410)
INCOME TAXES..................................................... -- 124 (124)(b) --
MINORITY INTEREST................................................ -- 12 (12)(c) --
--------- --------------- ----------- -----------
LOSS BEFORE NONRECURRING CHARGES................................. $ (6,620) $(2,517) $ (47,273) $ (56,410)
--------- --------------- ----------- -----------
--------- --------------- ----------- -----------

LOSS BEFORE NONRECURRING CHARGES PER SHARE....................... $ (2.40)
SHARES USED IN COMPUTING PRO FORMA LOSS BEFORE NONRECURRING
CHARGES PER SHARE (see note 5):................................ 23,544,837
</TABLE>

F-9
<PAGE>
LUMINANT WORLDWIDE CORPORATION

UNAUDITED HISTORICAL BALANCE SHEETS
JUNE 30, 1999

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
BRAND
ALIGN LUMINANT DIALOGUE FREE RANGE I.CON INTERACTIVE8 MULTIMEDIA
--------- ----------- ----------- ----------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents..... $ 48 $ 79 $ -- $ 58 $ 108 $ 150 $ 340
Accounts receivable, net...... 4,085 -- 3,712 1,443 360 1,582 354
Unbilled revenues............. 81 -- 3 352 29 -- --
Employee and other
receivables................. -- -- 1,933 -- -- 110 --
Deferred income taxes......... -- -- -- -- 10 -- --
Prepaid expenses and other
assets...................... 68 7,242 -- 56 -- 63 13
--------- ----------- ----------- ----------- --------- ------------- -----
Total current assets........ 4,282 7,321 5,648 1,909 507 1,905 707

PROPERTY AND EQUIPMENT, net..... 1,032 -- 543 750 365 1,056 54

OTHER ASSETS:
Goodwill, net................. 14,396 -- -- -- -- -- --
Deferred income taxes......... -- -- 15 -- -- -- --
Other......................... 21 -- -- -- 7 72 13
--------- ----------- ----------- ----------- --------- ------------- -----
Total assets................ $ 19,731 $ 7,321 $ 6,206 $ 2,659 $ 879 $ 3,033 $ 774
--------- ----------- ----------- ----------- --------- ------------- -----
--------- ----------- ----------- ----------- --------- ------------- -----

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable.............. $ 485 $ 156 $ 470 $ 145 $ 178 $ 455 $ 67
Customer deposits............. -- -- -- 209 -- -- --
Accrued liabilities........... 1,678 5,050 280 1,064 260 3,702 212
Unearned revenues............. -- -- -- -- -- 193 --
Notes payable................. 1,168 -- -- -- 75 245 --
Related party notes payable... -- 2,448 -- 3,298 -- -- --
Current maturities of long-
term debt................... 534 -- -- -- 17 537 --
--------- ----------- ----------- ----------- --------- ------------- -----
Total current liabilities... 3,865 7,654 750 4,716 530 5,132 279
--------- ----------- ----------- ----------- --------- ------------- -----

LONG-TERM LIABILITIES:
Long-term debt, net of current
maturities.................. 209 -- -- -- 103 424 --
Deferred income taxes......... -- -- -- -- 21 -- --
--------- ----------- ----------- ----------- --------- ------------- -----
Total liabilities........... 4,074 7,654 750 4,716 654 5,556 279
--------- ----------- ----------- ----------- --------- ------------- -----
MINORITY INTEREST............... -- -- -- -- -- -- --

STOCKHOLDERS' EQUITY:
Preferred stock............... -- -- -- 3,728 -- -- --
Members' equity............... -- -- -- -- -- -- 495
Common stock.................. 68 18 -- 2,894 10 1 --
Additional paid-in capital.... 20,235 3,164 -- -- 14 185 --
Young & Rubicam Inc.
investment.................. -- -- 5,456 -- -- -- --
Retained earnings (deficit)... (4,646) (3,515) -- (8,467) 201 (2,709) --
Treasury stock................ -- -- -- (212) -- -- --
--------- ----------- ----------- ----------- --------- ------------- -----

Total stockholders'
equity...................... 15,657 (333) 5,456 (2,057) 225 (2,523) 495
--------- ----------- ----------- ----------- --------- ------------- -----

Total liabilities and
stockholders' equity........ $ 19,731 $ 7,321 $ 6,206 $ 2,659 $ 879 $ 3,033 $ 774
--------- ----------- ----------- ----------- --------- ------------- -----
--------- ----------- ----------- ----------- --------- ------------- -----

<CAPTION>
POTOMAC HISTORICAL
PARTNERS RSI TOTAL
----------- --------- -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..... $ 952 $ 36 $ 1,771
Accounts receivable, net...... 2,430 2,337 16,303
Unbilled revenues............. -- 83 548
Employee and other
receivables................. -- 106 2,149
Deferred income taxes......... -- -- 10
Prepaid expenses and other
assets...................... 75 108 7,625
----------- --------- -----------
Total current assets........ 3,457 2,670 28,406
PROPERTY AND EQUIPMENT, net..... 73 278 4,151
OTHER ASSETS:
Goodwill, net................. -- 19 14,415
Deferred income taxes......... -- -- 15
Other......................... -- 178 291
----------- --------- -----------
Total assets................ $ 3,530 $ 3,145 $ 47,278
----------- --------- -----------
----------- --------- -----------
LIABILITIES AND STOCKHOLDERS' EQ
CURRENT LIABILITIES:
Accounts payable.............. $ 815 $ 503 $ 3,274
Customer deposits............. -- -- 209
Accrued liabilities........... 8,593 525 21,364
Unearned revenues............. -- -- 193
Notes payable................. -- 989 2,477
Related party notes payable... -- -- 5,746
Current maturities of long-
term debt................... -- 69 1,157
----------- --------- -----------
Total current liabilities... 9,408 2,086 34,420
----------- --------- -----------
LONG-TERM LIABILITIES:
Long-term debt, net of current
maturities.................. -- -- 736
Deferred income taxes......... -- -- 21
----------- --------- -----------
Total liabilities........... 9,408 2,086 35,177
----------- --------- -----------
MINORITY INTEREST............... -- 101 101
STOCKHOLDERS' EQUITY:
Preferred stock............... -- -- 3,728
Members' equity............... (5,878) -- (5,383)
Common stock.................. -- 35 3,026
Additional paid-in capital.... -- 952 24,550
Young & Rubicam Inc.
investment.................. -- -- 5,456
Retained earnings (deficit)... -- 178 (18,958)
Treasury stock................ -- (207) (419)
----------- --------- -----------
Total stockholders'
equity...................... (5,878) 958 12,000
----------- --------- -----------
Total liabilities and
stockholders' equity........ $ 3,530 $ 3,145 $ 47,278
----------- --------- -----------
----------- --------- -----------
</TABLE>

F-10
<PAGE>
LUMINANT WORLDWIDE CORPORATION

UNAUDITED HISTORICAL STATEMENTS OF OPERATIONS
EXCLUDING ALIGN SOLUTIONS CORP.

FOR THE YEAR ENDED DECEMBER 31, 1998

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BRAND POTOMAC
LUMINANT DIALOGUE FREE RANGE I.CON INTERACTIVE8 MULTIMEDIA PARTNERS RSI
----------- ----------- ----------- --------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUES................ $ -- $ 7,237 $ 3,521 $ 2,140 $ 4,097 $ 2,068 $ 4,887 $ 16,927
COST OF SERVICES........ -- 4,186 3,248 716 2,033 1,756 5,087 12,271
----------- ----------- ----------- --------- ------------- ------------- ----------- -----------
GROSS PROFIT (LOSS)..... -- 3,051 273 1,424 2,064 312 (200) 4,656
SELLING, GENERAL AND
ADMINISTRATIVE........ 245 2,087 4,922 1,383 2,419 275 876 4,218
INTANGIBLES
AMORTIZATION.......... -- -- -- -- -- -- -- 35
OTHER INCOME (EXPENSE):
Interest income....... -- -- -- -- -- 6 31 --
Interest expense...... -- -- (182) -- -- -- -- (169)
Gain on sale of
affiliate........... -- -- 430 -- -- -- -- --
Other, net............ -- -- 28 -- -- -- -- --
----------- ----------- ----------- --------- ------------- ------------- ----------- -----------
INCOME (LOSS) BEFORE
INCOME TAXES.......... (245) 964 (4,373) 41 (355) 43 (1,045) 234
INCOME TAXES............ -- 403 -- 6 33 10 -- 29
MINORITY INTEREST....... -- -- -- -- -- -- -- 162
----------- ----------- ----------- --------- ------------- ------------- ----------- -----------
NET INCOME (LOSS)....... $ (245) $ 561 $ (4,373) $ 35 $ (388) $ 33 $ (1,045) $ 43
----------- ----------- ----------- --------- ------------- ------------- ----------- -----------
----------- ----------- ----------- --------- ------------- ------------- ----------- -----------

<CAPTION>
HISTORICAL
TOTAL
-----------
<S> <C>
REVENUES................ $ 40,877
COST OF SERVICES........ 29,297
-----------
GROSS PROFIT (LOSS)..... 11,580
SELLING, GENERAL AND
ADMINISTRATIVE........ 16,425
INTANGIBLES
AMORTIZATION.......... 35
OTHER INCOME (EXPENSE):
Interest income....... 37
Interest expense...... (351)
Gain on sale of
affiliate........... 430
Other, net............ 28
-----------
INCOME (LOSS) BEFORE
INCOME TAXES.......... (4,736)
INCOME TAXES............ 481
MINORITY INTEREST....... 162
-----------
NET INCOME (LOSS)....... $ (5,379)
-----------
-----------
</TABLE>

F-11
<PAGE>
LUMINANT WORLDWIDE CORPORATION

UNAUDITED HISTORICAL STATEMENTS OF OPERATIONS
EXCLUDING ALIGN SOLUTIONS CORP.

FOR THE SIX MONTHS ENDED JUNE 30, 1999

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BRAND POTOMAC
LUMINANT DIALOGUE FREE RANGE I.CON INTERACTIVE8 MULTIMEDIA PARTNERS
----------- ----------- ------------- --------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES.................... $ -- $ 6,004 $ 4,817 $ 1,907 $ 3,657 $ 1,629 $ 4,918
COST OF SERVICES............ -- 3,276 2,896 594 4,679 889 9,229
----------- ----------- ------------- --------- ------------- ------------- -----------
GROSS PROFIT (LOSS)......... -- 2,728 1,921 1,313 (1,022) 740 (4,311)

SELLING, GENERAL AND
ADMINISTRATIVE............ 3,269 1,559 2,268 1,124 1,255 282 1,082
INTANGIBLES AMORTIZATION.... -- -- -- -- -- -- --
OTHER INCOME (EXPENSE):
Interest income........... -- -- -- -- -- 2 --
Interest expense.......... -- -- (172) (7) -- -- --
Other, net................ -- -- (129) -- -- -- (27)
----------- ----------- ------------- --------- ------------- ------------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES..................... (3,269) 1,169 (648) 182 (2,277) 460 (5,420)
INCOME TAXES................ -- 489 -- 70 -- 184 --
MINORITY INTEREST........... -- -- -- -- -- -- --
----------- ----------- ------------- --------- ------------- ------------- -----------
NET INCOME (LOSS)........... $ (3,269) $ 680 $ (648) $ 112 $ (2,277) $ 276 $ (5,420)
----------- ----------- ------------- --------- ------------- ------------- -----------
----------- ----------- ------------- --------- ------------- ------------- -----------

<CAPTION>
HISTORICAL
RSI TOTAL
--------- -----------
<S> <C> <C>
REVENUES.................... $ 6,639 $ 29,571
COST OF SERVICES............ 4,803 26,366
--------- -----------
GROSS PROFIT (LOSS)......... 1,836 3,205
SELLING, GENERAL AND
ADMINISTRATIVE............ 2,582 13,421
INTANGIBLES AMORTIZATION.... 18 18
OTHER INCOME (EXPENSE):
Interest income........... -- 2
Interest expense.......... (47) (226)
Other, net................ -- (156)
--------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES..................... (811) (10,614)
INCOME TAXES................ (266) 477
MINORITY INTEREST........... (22) (22)
--------- -----------
NET INCOME (LOSS)........... $ (523) $ (11,069)
--------- -----------
--------- -----------
</TABLE>

F-12
<PAGE>
LUMINANT WORLDWIDE CORPORATION

UNAUDITED HISTORICAL STATEMENTS OF OPERATIONS
EXCLUDING ALIGN SOLUTIONS CORP.

FOR THE SIX MONTHS ENDED JUNE 30, 1998

(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
BRAND FREE POTOMAC
LUMINANT DIALOGUE RANGE I.CON INTERACTIVE8 MULTIMEDIA PARTNERS
------------- ----------- --------- ----- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES................... $ -- $ 3,057 $ 1,212 $ 949 $ 1,891 $ 1,351 $ 1,961
COST OF SERVICES........... -- 2,035 1,278 267 1,521 1,153 1,570
--- ----------- --------- ----- ------------- ------------- -----------
GROSS PROFIT (LOSS)........ -- 1,022 (66) 682 370 198 391

SELLING, GENERAL AND
ADMINISTRATIVE........... -- 859 2,398 516 577 131 415
INTANGIBLES AMORTIZATION... -- -- -- -- -- -- --
OTHER INCOME (EXPENSE):
Interest income.......... -- -- -- -- -- 5 5
Interest expense......... -- -- (53) -- -- -- --
Other, net............... -- -- (119) -- -- -- --
--- ----------- --------- ----- ------------- ------------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES.................... -- 163 (2,636) 166 (207) 72 (19)
INCOME TAXES............... -- 64 -- 32 -- 1 --
MINORITY INTEREST.......... -- -- -- -- -- -- --
--- ----------- --------- ----- ------------- ------------- -----------
NET INCOME (LOSS).......... $ -- $ 99 $ (2,636) $ 134 $ (207) $ 71 $ (19)
--- ----------- --------- ----- ------------- ------------- -----------
--- ----------- --------- ----- ------------- ------------- -----------

<CAPTION>
HISTORICAL
RSI TOTAL
--------- -----------
<S> <C> <C>
REVENUES................... $ 8,461 $ 18,882
COST OF SERVICES........... 6,141 13,965
--------- -----------
GROSS PROFIT (LOSS)........ 2,320 4,917
SELLING, GENERAL AND
ADMINISTRATIVE........... 2,153 7,049
INTANGIBLES AMORTIZATION... 18 18
OTHER INCOME (EXPENSE):
Interest income.......... -- 10
Interest expense......... (69) (122)
Other, net............... -- (119)
--------- -----------
INCOME (LOSS) BEFORE INCOME
TAXES.................... 80 (2,381)
INCOME TAXES............... 27 124
MINORITY INTEREST.......... 12 12
--------- -----------
NET INCOME (LOSS).......... $ 41 $ (2,517)
--------- -----------
--------- -----------
</TABLE>

F-13
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

1. GENERAL:

Luminant was established to create a leading single-source Internet service
company that provides electronic commerce professional services to Fortune 1000
companies, Internet based companies and other organizations. Luminant has
conducted no operations to date and will acquire its eight companies
concurrently with and as a condition to the closing of the offering.

The historical financial statements reflect the financial position and
results of operations of Luminant and the eight companies it will acquire on the
consummation of this offering. The audited historical financial statements of
Luminant and the eight companies are included elsewhere in this prospectus.

2. ACQUISITION OF THE EIGHT COMPANIES:

Concurrent with and as a condition to the closing of the offering, Luminant
will acquire eight companies. Seven companies will be acquired by merging each
into newly formed subsidiaries of Luminant. In addition, Luminant will acquire
the assets of Brand Dialogue-New York and will contribute those assets to a
newly formed subsidiary. The acquisitions will be accounted for using the
purchase method of accounting with Align Solutions Corp., the accounting
acquiror. Accredited shareholders of Align common stock will receive cash and
.7021 shares of Luminant common stock for each share of Align common stock they
own. Unaccredited shareholders will receive only cash for each share of Align
common stock they own.

Since Align is the accounting acquiror, the 915,900 shares of outstanding
common stock of Luminant owned by the sponsor of Luminant at the consummation of
the acquisitions will be valued at the offering price and treated as $14.7
million of acquisition-related expenses and included in goodwill. The sponsor
will not participate in the management of Luminant. One-half of the 505,796
shares owned directly or indirectly by the Luminant Chief Executive Officer,
252,898 shares, will be valued at the offering price and treated as $4.0 million
of acquisition related expenses and included in goodwill. Luminant believes that
the $4.0 million represents the fair value of the portion of the common shares
issued to the Chief Executive Officer attributable to acquisition-related
activities. The remaining 663,002 shares owned or indirectly owned by the
management of Luminant, including one-half of the Chief Executive Officer
shares, will be valued at the offering price and accounted for, after reduction
for the $1.0 million of consideration paid for the shares, as a $9.6 million
nonrecurring equity based signing bonus. This nonrecurring charge will be
recorded upon the consummation of the acquisitions in the historical financial
statements. The amounts to be included in goodwill have been included in the pro
forma combined financial statements. The nonrecurring charge has been included
in the pro forma combined balance sheet but has been excluded from the pro forma
statements of operations, as it is a nonrecurring charge.

The following table sets forth the consideration to be paid in cash and
shares of common stock to the stockholders of each company. For purposes of
computing the estimated purchase price, the value of shares is determined using
the assumed initial public offering price of $16.00 per share. Adjusted net
assets represent the stockholders equity of each company adjusted for: 1)
distributions of $75,000 to be made to the shareholders of InterActive8 as part
of the transaction, 2) the accrued liabilities of $2,887,000 at InterActive8 and
$7,329,000 at Potomac funded as part of the transaction, 3) establishment of
valuation allowances for historical deferred tax assets, and 4) the receivable
from related parties at Brand Dialogue retained by the seller.

F-14
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

2. ACQUISITION OF THE EIGHT COMPANIES: (CONTINUED)

In addition to the purchase price, the purchase agreements include
provisions for contingent consideration based on achievement of financial goals
of the individual companies and consolidated results of the eight companies.
Maximum contingent consideration is $193.2 million. Contingent consideration to
any of the companies may not exceed 50% of the total consideration to the
company. See page 20 for full details. This amount also includes the $25 million
potentially payable to the members of Potomac Partners related to business with
one of its clients. Payments made to the shareholders of Align will be treated
as a return of capital. Payments to shareholders of the other companies will
result in additional goodwill and will be amortized over the remaining life of
goodwill associated with the acquisitions. The estimated purchase prices for the
acquisitions are based upon preliminary estimates and are subject to certain
purchase price adjustments at and following the closing. Luminant does not
anticipate that the final allocation of purchase price between tangible assets
and goodwill will differ significantly from that presented.

<TABLE>
<CAPTION>
NUMBER VALUE OF VALUE OF TOTAL ADJUSTED
CASH OF SHARES SHARES OPTIONS CONSIDERATION NET ASSETS GOODWILL LIFE
--------- ----------- --------- ----------- -------------- ----------- ----------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Align............. $ 21,141 4,653 $ 74,450 $ 25,529 $ 121,120 $ 15,657 N/A N/A
Brand Dialogue.... -- 4,192 67,078 -- 67,078 3,508 $ 63,570 3 years
Free Range........ 4,320 1,668 26,690 -- 31,010 (2,057) 33,067 3 years
i.con............. 2,427 703 11,242 -- 13,669 236 13,433 3 years
InterActive8...... 8,640 1,287 20,584 1,903 31,127 289 30,838 3 years
Multimedia........ 2,240 529 8,470 -- 10,710 495 10,215 3 years
Potomac Partners.. 8,640 2,938 47,003 6,610 62,253 1,451 60,802 3 years
RSI............... 5,653 743 11,892 -- 17,545 958 16,587 3 years
--------- ----------- --------- ----------- -------------- ----------- -----------
$ 53,061 16,713 $ 267,409 $ 34,042 $ 354,512 $ 20,537 228,512
--------- ----------- --------- ----------- -------------- -----------
--------- ----------- --------- ----------- -------------- -----------
Acquisition-related
fees............ 1,000
Equity based
acquisition fees
to sponsor...... 18,701
-----------
$ 248,213
-----------
-----------
</TABLE>

If the acquisitions had occurred on January 1, 1998 and the maximum amount
of contingent consideration was earned, approximately $58.3 million of goodwill
related to the individual company portion of the payment would have been
recorded in the second half of 1998, and $58.3 million related to the combined
company portion of the payment in the first quarter of 1999. Amounts to be paid
to shareholders of Align are excluded as the payments are treated as dividends
to the shareholders of the accounting acquiror. This additional goodwill would
result in an increase in amortization expense of $11.7 million for the year
ended December 31, 1998, and $26.2 million for the six months ended June 30,
1999.

The Company will periodically assess long-lived assets, including goodwill
or goodwill associated with such assets. Whenever circumstances suggest that an
asset may be impaired, an analysis will be performed to compare the estimated
future undiscounted cash flows associated with the asset to the asset's carrying
value. If the carrying value is in excess of the undiscounted cash flow value,
the asset will be written down to fair value.

F-15
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

3. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS:

The following table summarizes unaudited pro forma combined balance sheet
adjustments:

<TABLE>
<CAPTION>
OFFERING ADJUSTMENTS
ACQUISITION ADJUSTMENTS PRO FORMA POST
------------------------------------------ ACQUISITION -------------------- ACQUISITION
(A) (B) (C) (D) ADJUSTMENTS (E) (F) ADJUSTMENTS
--------- --------- --------- --------- ------------ --------- --------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents.... $ -- $ -- $ -- $ -- $ -- $ 66,729 (53,061) $ 13,668
Accounts receivable, net..... (100) -- -- -- (100) -- -- --
Unbilled revenues............ -- -- -- -- -- -- -- --
Employee and other
receivables................ (1,933) -- -- -- (1,933) -- -- --
Deferred income taxes........ 80 -- -- -- 80 -- -- --
Deferred income tax
valuation.................. (90) -- -- -- (90) -- -- --
Prepaid expenses and other
assets..................... (1,000) -- -- -- (1,000) (6,242) -- (6,242)
--------- --------- --------- --------- ------------ --------- --------- ------------
Total current assets........... (3,043) -- -- -- (3,043) 60,487 (53,061) 7,426
PROPERTY AND EQUIPMENT, net.... -- -- -- -- -- -- -- --
OTHER ASSETS:
Goodwill, net................ 248,213 -- -- -- 248,213 -- -- --
Other Intangible............. -- -- -- 23,094 23,094 -- -- --
Deferred income taxes........ 3,213 -- -- -- 3,213 -- -- --
Deferred income tax
valuation.................. (3,228) -- -- -- (3,228) -- -- --
Other........................ -- -- -- -- -- -- -- --
--------- --------- --------- --------- ------------ --------- --------- ------------
Total assets................... $ 245,155 $ -- $ -- $ 23,094 $ 268,249 $ 60,487 $ (53,061) $ 7,426
--------- --------- --------- --------- ------------ --------- --------- ------------
--------- --------- --------- --------- ------------ --------- --------- ------------
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payable............. $ (100) $ -- $ -- $ -- $ (100) $ -- $ -- $ --
Payable for eight companies'
common stock and other
acquisition-related
obligations................ -- 53,061 -- -- 53,061 -- (53,061) (53,061)
Customer deposits............ -- -- -- -- -- -- -- --
Accrued liabilities.......... -- (10,216) -- -- (10,216) (5,050) -- (5,050)
Unearned revenues............ -- -- -- -- -- -- -- --
Notes payable................ -- -- -- -- -- -- -- --
Related party notes payable.... -- -- -- -- -- (2,448) -- (2,448)
Current maturities of long-
term debt.................. -- -- 128 -- 128 -- -- --
--------- --------- --------- --------- ------------ --------- --------- ------------
Total current liabilities...... (100) 42,845 128 -- 42,873 (7,498) (53,061) (60,559)
LONG-TERM LIABILITIES:
Long-term debt, net of
current maturities......... -- -- 732 -- 732 -- -- --
Deferred income taxes........ (21) -- -- -- (21) -- -- --
--------- --------- --------- --------- ------------ --------- --------- ------------
Total liabilities.............. (121) 42,845 860 -- 43,584 (7,498) (53,061) (60,559)
--------- --------- --------- --------- ------------ --------- --------- ------------
MINORITY INTEREST.............. (101) -- -- -- (101) -- -- --

STOCKHOLDERS' EQUITY:
Preferred stock.............. (3,728) -- -- (3,728) -- -- --
Members' equity.............. 5,383 -- -- -- 5,383 -- -- --
Common stock................. (2,841) -- -- -- (2,841) 50 -- 50
Additional paid-in capital... 233,560 (17,976) 9,858 23,094 248,536 67,935 -- 67,935
Young & Rubicam Inc.
investment................. (5,456) -- -- -- (5,456) -- -- --
Subscription receivable from
officers................... -- -- -- -- -- -- -- --
Retained earnings
(deficit).................. 14,312 (21,141) (10,718) -- (17,547) -- -- --
Treasury stock............... 419 -- -- -- 419 -- -- --
--------- --------- --------- --------- ------------ --------- --------- ------------
Total stockholders' equity..... 245,377 (42,845) (860) 23,094 224,766 67,985 -- 67,985
--------- --------- --------- --------- ------------ --------- --------- ------------
Total liabilities and
stockholders' equity......... $ 245,155 $ -- $ -- $ 23,094 $ 268,249 $ 60,487 $ (53,061) $ 7,426
--------- --------- --------- --------- ------------ --------- --------- ------------
--------- --------- --------- --------- ------------ --------- --------- ------------
</TABLE>

F-16
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

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

(a) Reflects the acquisitions of the eight companies and the elimination of
equity balances of the companies. The purchase price, including deferred
acquisition costs, in excess of estimated fair market value of assets
acquired has been allocated to goodwill. The seller of Brand Dialogue is
retaining the Young & Rubicam receivable of $1,933,000 that represents Brand
Dialogue funds advanced to the seller. Deferred income taxes have been
recorded for LLC and S Corporation entities and a valuation allowance has
been increased due to the lack of history of combined income. Also reflects
the elimination of accounts receivable and accounts payable related to
transactions between two of the eight companies.

(b) Records the liabilities for the cash portion of the consideration to be paid
for the common stock of the eight companies in connection with the
acquisitions, payments to Align shareholders of $21,141,000 (accounted for
as a dividend from retained earnings), payments to redeem $3,728,000 of
preferred stock related to Free Range, and elimination of the accrued
liabilities related to equity compensation rights converted into Luminant
options of Potomac Partners and two thirds of the options of Interactive8 of
$7,329,000 and $1,925,000, respectively. Also reflects payments of $962,000
to retire the remaining one third of the InterActive8 options.

(c) Records $9,608,000 as the effect of a non-cash, non-recurring compensation
charge (after reduction for $1,000,000 of consideration paid) for 663,002
shares of Luminant common stock to be issued to officers in connection with
the offering. Additionally records $250,000 as the effect of a non-cash,
non-recurring compensation charge for the issuance of 15,625 options to a
former officer and a liability and non-recurring charge of $860,000 related
to an agreement to end the former officer's employment.

(d) Represents the estimated value of stock options granted to Young & Rubicam,
Inc. using the Modified Black-Scholes European Model. The following
assumptions were used: exercise price of $16.00, ten-year life, 5.66%
interest rate, and 70% volatility factor.

(e) Records the cash proceeds from the issuance of shares of Luminant common
stock net of estimated offering costs, acquisition costs and the repayment
of advances from a stockholder (based on an assumed initial public offering
price of $16.00 per share). Offering costs primarily consist of underwriting
discounts and commissions, accounting fees, legal fees and printing
expenses.

(f) Records the cash portion of the acquisition consideration to be paid for
the stock of the eight companies and acquisition-related obligations from
proceeds of the offering as described in adjustment (b).

4. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS:

The following tables summarize unaudited adjustments to the pro forma
combined statements of operations:

For the year ended December 31, 1998:

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
--------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
REVENUES.................................................. $ -- $ -- $ -- $ -- $ (219) $ --

COST OF SERVICES.......................................... -- -- (1,503) -- (78) --
SELLING, GENERAL AND ADMINISTRATIVE....................... -- -- (383) -- (924) 5,472
EQUITY BASED COMPENSATION EXPENSE......................... -- -- -- -- -- --
INTANGIBLES AMORTIZATION.................................. 90,436 -- -- -- -- --
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS............................. (90,436) -- 1,886 -- 783 (5,472)
OTHER INCOME (EXPENSE):
Interest expense.......................................... -- -- -- -- -- --
Loss on disposition of assets............................. -- -- -- -- 5 --
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES......................... (90,436) -- 1,886 -- 788 (5,472)
INCOME TAXES.............................................. -- (481) -- -- -- --
MINORITY INTEREST......................................... -- -- -- (162) -- --
--------- --------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE NONRECURRING CHARGES................. $ (90,436) $ 481 $ 1,886 $ 162 $ 788 $ (5,472)
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------

<CAPTION>
PRO FORMA
(G) ADJUSTMENTS
--------- ------------

<S> <C> <C>
REVENUES.................................................. $ -- $ (219)
COST OF SERVICES.......................................... -- (1,581)
SELLING, GENERAL AND ADMINISTRATIVE....................... (207) 3,958
EQUITY BASED COMPENSATION EXPENSE......................... 207 207
INTANGIBLES AMORTIZATION.................................. -- 90,436
--------- ------------
INCOME (LOSS) FROM OPERATIONS............................. -- (93,239)
OTHER INCOME (EXPENSE):
Interest expense.......................................... -- --
Loss on disposition of assets............................. -- 5
--------- ------------
INCOME (LOSS) BEFORE INCOME TAXES......................... -- (93,234)
INCOME TAXES.............................................. -- (481)
MINORITY INTEREST......................................... -- (162)
--------- ------------
INCOME (LOSS) BEFORE NONRECURRING CHARGES................. $ -- $ (92,591)
--------- ------------
--------- ------------
</TABLE>

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

(a) Reflects the amortization of goodwill and other intangible to be recorded as
a result of these acquisitions over a period of three years. These
amortization periods were determined based on an analysis of the
characteristics of the combined company.

F-17
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

4. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS:
(CONTINUED)
(b) Reflects the reversal of the eight companies' income tax provision. Luminant
has not demonstrated that it will generate future taxable income; therefore,
an asset for the pro forma loss before taxes has not been recorded.

(c) Reflects the reduction in compensation expense related to the non-recurring,
non-cash compensation charges of $248,000 and $1,503,000 recorded by Free
Range and Potomac Partners, respectively, in the fourth quarter of 1998
related to equity appreciation rights issued to employees and owners of
those entities and the non-recurring, non-cash charge of $135,000 recorded
by InterActive8 related to the below fair market value issuance of equity.
The rights become exercisable upon the consummation of the acquisitions.

(d) Reflects elimination of minority interest in one of the eight companies.

(e) Reflects the elimination of revenues and expenses related to a division of
Free Range that will be distributed to Free Range's stockholders concurrent
with the acquisitions. It is estimated that the assets distributed will
equal the liabilities assumed.

(f) Includes adjustments to increase expenses related to additional
compensation expense of $1,996,000, board of directors' expense of $432,000,
administrative and other expense of $2,044,000 and additional expense
associated with being a public entity of $1,000,000. These adjustments were
based on budgeted amounts that have been annualized. These additional costs
are a direct result of the combination of these companies and the offering
of the securities to the public.

(g) Reflects the reclassification of compensation expense related to shares sold
to Luminant management at less than fair market value in 1998.

For the six months ended June 30, 1999:

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F) (G)
--------- --------- --------- --------- --- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
REVENUES....................................... -- -- $ -- $ -- $ -- $ (76) $ --

COST OF SERVICES............................... -- -- (8,713) (2) -- (9) --
SELLING, GENERAL AND ADMINISTRATIVE............ -- -- (952) (167) -- (682) 2,736
EQUITY BASED COMPENSATION EXPENSE.............. -- -- -- 169 -- -- --
INTANGIBLES AMORTIZATION....................... 45,218 -- -- -- -- -- --
--------- --------- --------- --------- --- --------- ---------
INCOME (LOSS) FROM OPERATIONS.................. (45,218) -- 9,665 -- -- 615 (2,736)
OTHER INCOME (EXPENSE):
Interest expense............................... -- -- -- -- -- -- --
--------- --------- --------- --------- --- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES.............. (45,218) -- 9,665 -- -- 615 (2,736)
INCOME TAXES................................... -- (477) -- -- -- -- --
MINORITY INTEREST.............................. -- -- -- -- 22 -- --
--------- --------- --------- --------- --- --------- ---------
INCOME (LOSS) BEFORE NONRECURRING
CHARGES...................................... $ (45,218) $ 477 $ 9,665 $ -- $ (22) $ 615 $ (2,736)
--------- --------- --------- --------- --- --------- ---------
--------- --------- --------- --------- --- --------- ---------

<CAPTION>
PRO FORMA
(H) (I) ADJUSTMENTS
--------- --------- -------------
<S> <C> <C> <C>

REVENUES....................................... $ -- $ (100) $ (176)
COST OF SERVICES............................... -- (100) (8,824)
SELLING, GENERAL AND ADMINISTRATIVE............ (2,775) -- (1,840)
EQUITY BASED COMPENSATION EXPENSE.............. 2,775 -- 2,944
INTANGIBLES AMORTIZATION....................... -- -- 45,218
--------- --------- -------------
INCOME (LOSS) FROM OPERATIONS.................. -- -- (37,674)
OTHER INCOME (EXPENSE):
Interest expense............................... -- -- --
--------- --------- -------------
INCOME (LOSS) BEFORE INCOME TAXES.............. -- -- (37,674)
INCOME TAXES................................... -- -- (477)
MINORITY INTEREST.............................. -- -- 22
--------- --------- -------------
INCOME (LOSS) BEFORE NONRECURRING
CHARGES...................................... $ -- $ -- $ (37,219)
--------- --------- -------------
--------- --------- -------------
</TABLE>

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

(b) Reflects the reversal of the eight companies' income tax provision. Luminant
has not demonstrated that it will generate future taxable income; therefore,
a net deferred tax asset for the pro forma loss before taxes has not been
recognized.

(c) Reflects the reduction in 1999 compensation expense related to the
non-recurring, non-cash charges of $222,000, $2,887,000 and $5,826,000
recorded by Free Range, InterActive8 and Potomac Partners, respectively, in
the first and second quarters of 1999 related to equity appreciation rights
issued to employees and owners of those entities and the non-recurring,
non-cash compensation charge of $730,000 recorded by RSI in the first
quarter of 1999 related to the issuance of additional minority interest. The
rights become exercisable upon the consummation of the acquisitions.

(d) Reflects the reclassification of compensation expense related to stock
options granted at prices below fair market value for the accounting
acquiror Align.

(e) Reflects the elimination of minority interest in one of the eight companies.

(f) Reflects the elimination of revenues and expenses related to a division of
Free Range that will be distributed to Free Range's stockholders concurrent
with the acquisitions. It is estimated that the assets distributed will
equal the liabilities assumed.

F-18
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

4. UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS ADJUSTMENTS:
(CONTINUED)

(g) Includes adjustments to increase expenses related to additional compensation
expense of $998,000, board of directors' expense of $216,000, administrative
and other expense of $1,022,000 and additional expense associated with being
a public entity of $500,000. These adjustments were based on budgeted
amounts that have been annualized. These additional costs are a direct
result of the combination of these companies and the offering of the
securities to the public.

(h) Reflects the reclassification of compensation expense related to shares sold
to Luminant management at less than fair market value.

(i) Reflects the elimination of revenues and cost of services resulting from
transactions between two of the eight companies.

For the six months ended June 30, 1998:

<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
REVENUES.................................................................... $ -- $ -- $ -- $ (11) $ --

COST OF SERVICES............................................................ -- -- -- (55) --
SELLING, GENERAL AND ADMINISTRATIVE......................................... -- -- -- (501) 2,736
INTANGIBLES AMORTIZATION.................................................... 45,218 -- -- -- --
--------- --------- --------- --------- ---------
INCOME (LOSS) FROM OPERATIONS............................................... (45,218) -- -- 545 (2,736)
OTHER INCOME (EXPENSE):
Interest expense............................................................ -- -- -- -- --
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES........................................... (45,218) -- -- 545 (2,736)
INCOME TAXES................................................................ -- (124) -- -- --
MINORITY INTEREST........................................................... -- -- (12) -- --
--------- --------- --------- --------- ---------
INCOME (LOSS) BEFORE NONRECURRING CHARGES................................... $ (45,218) $ 124 $ 12 $ 545 $ (2,736)
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

<CAPTION>
PRO FORMA
ADJUSTMENTS
-------------
<S> <C>

REVENUES.................................................................... $ (11)
COST OF SERVICES............................................................ (55)
SELLING, GENERAL AND ADMINISTRATIVE......................................... 2,235
INTANGIBLES AMORTIZATION.................................................... 45,218
-------------
INCOME (LOSS) FROM OPERATIONS............................................... (47,409)
OTHER INCOME (EXPENSE):
Interest expense............................................................ --
-------------
INCOME (LOSS) BEFORE INCOME TAXES........................................... (47,409)
INCOME TAXES................................................................ (124)
MINORITY INTEREST........................................................... (12)
-------------
INCOME (LOSS) BEFORE NONRECURRING CHARGES................................... $ (47,273)
-------------
-------------
</TABLE>

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

(b) Reflects the reversal of the eight companies' income tax provision. Luminant
has not demonstrated that it will generate future taxable income; therefore,
an asset for the pro forma loss before taxes has not been recorded.

(d) Reflects the elimination of revenues and expenses related to a division of
Free Range that will be distributed to Free Range's stockholders concurrent
with the acquisitions. It is estimated that the assets distributed will
equal the liabilities assumed.

(e) Includes adjustments to increase expense related to additional compensation
expense of $998,000, board of director's expense of $216,000, administrative
and other expense of $1,022,000 and additional expense associated with being
a public entity of $500,000. These adjustments were based on budgeted
amounts that have been annualized. These additional costs are a direct
result of the combination of these companies and the offering of the
securities to the public.

5. SHARES USED IN COMPUTING PRO FORMA LOSS BEFORE NONRECURRING CHARGES PER
SHARE:

Includes (i) 1,831,800 shares issued to the initial stockholders and
management of Luminant; (ii) 16,713,037 shares issued to the former owners of
the eight companies; and (iii) 5,000,000 shares sold in the offering, without
regard to exercise of underwriters' overallotment option and payment of any
contingent consideration. Options for the purchase of 6,998,316 shares of common
stock that are to be outstanding at the closing could potentially dilute basic
earnings per share in the future. These options were not included in the
computation of loss before nonrecurring charges per share because to do so would
have been antidilutive for the periods presented.

At the time of the closing of this offering and the simultaneous acquisition
of the eight companies the Company will also have outstanding options to
purchase 6,998,316 shares of common stock, including options to purchase
3,452,523 shares of common stock which will be exercisable immediately following

F-19
<PAGE>
LUMINANT WORLDWIDE CORPORATION AND OUR EIGHT COMPANIES

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (CONTINUED)

5. SHARES USED IN COMPUTING PRO FORMA LOSS BEFORE NONRECURRING CHARGES PER
SHARE: (CONTINUED)

this offering. With the exception of options to purchase 2,219,001 common shares
that will be issued on the conversion of outstanding Align, InterActive8 and
Potomac options and 15,625 options issued to the former Chief Financial Officer,
all of the options will have an exercise price per share equal to the initial
offering price. The 2,219,001 options will have exercise prices ranging from
$0.15 to $8.62 per share. The weighted average remaining term of these options
is 8.78 years. Of these options 1,107,139 are immediately exercisable. Those not
immediately vested have a weighted average remaining vesting period of 2.1
years.

6. SUPPLEMENTAL PRO FORMA DATA

The Company has excluded charges of $248,000 and $1,503,000 for the year
ended December 31, 1998, reflected in the historical financial statements of
Free Range and Potomac Partners, respectively, related to equity appreciation
rights issued to employees and owners of those entities.

The Company has excluded non-cash charges of $135,000 for the year ended
December 31, 1998, related to the below fair market value issuance of equity,
reflected in the historical financial statements of InterActive8.

The Company has excluded charges of $222,000, $2,887,000, and $5,826,000 for
the six months ended June 30, 1999, reflected in the historical financial
statements of Free Range, InterActive8 and Potomac Partners, respectively,
related to equity appreciation rights issued to employees and owners of those
entities.

The Company has excluded non-cash charges of $730,000 for the six months
ended June 30, 1999, related to the issuance of additional minority interest,
reflected in the historical financial statements of RSI.

Before completion of the acquisitions, the Company will record a charge of
$250,000 related to the issuance of 15,625 options to a former officer and a
liability and non-recurring charge of $860,000 related to an agreement to end
the former officer's employment.

During 1998 and the six months ended June 30, 1999, the Company issued,
either directly or indirectly through its largest shareholder, beneficial
ownership of 915,900 shares of common stock to management and non-employee
directors and recorded a stock compensation charge of $207,000 and $2.8 million,
respectively, which has been recorded in the historical financial statements of
Luminant during those periods. Upon consummation of the initial acquisitions,
Luminant will record a stock compensation charge of $9.6 million (after
reduction for $1.0 million of consideration paid) related to 663,002 shares
issued to management and non-employee directors of Luminant. Luminant will
record goodwill on the additional 252,898 shares issued to management of
Luminant as these shares were issued for services related to the acquisitions.

F-20
<PAGE>
ALIGN SOLUTIONS CORP.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma financial statements give effect to the
acquisitions by Align Solutions Corp. (Align) of the outstanding capital stock
of Fifth Gear Media Corporation (Fifth Gear) and Synapse Group Inc. (Synapse),
and the assets and certain liabilities of inmedia, inc. (inmedia) (the three
companies). The acquisition of Synapse occurred on February 15, 1999, the
acquisition of Fifth Gear occurred on May 26, 1999 and the acquisition of
inmedia occurred on May 27, 1999.

The acquisitions are included in Align's historical balance sheet at June
30, 1999. The unaudited pro forma statements of operations gives effect to the
acquisitions as if they had occurred on January 1, 1998.

The pro forma adjustments are based on estimates, available information and
certain assumptions and may be revised as additional information becomes
available. The pro forma financial data do not purport to represent what Align's
financial position or results of operations would actually have been if such
transactions in fact had occurred on those dates and are not necessarily
representative of Align's financial position or results of operations for any
future period. Since the companies were not under common control or management,
historical combined results may not be comparable to, or indicative of, future
performance. The unaudited pro forma financial statements should be read in
conjunction with the other financial statements and notes thereto included
elsewhere in this prospectus. See "Risk Factors" included elsewhere in this
prospectus.

F-21
<PAGE>
ALIGN SOLUTIONS CORP.

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1998

(DOLLARS IN THOUSANDS)

GROSS PROFIT........................ 4,098 624 252 632 5,606 -- 5,606

SELLING, GENERAL AND
ADMINISTRATIVE..................... 4,047 402 512 670 5,631 -- 5,631
EQUITY BASED COMPENSATION EXPENSE... -- -- -- -- -- 4,148(a) 4,148
INTANGIBLES AMORTIZATION............ 50 -- -- -- 50 5,239(b) 5,289
OTHER INCOME (EXPENSE):
Interest expense.................. (50) (6) (83) (16) (155) -- (155)
Loss on disposition of assets..... (28) -- -- -- (28) -- (28)
Other, net........................ -- -- -- 1 1 -- 1
--------- ----------- ----------- ----------- --------- ------------ -----------

INCOME (LOSS) BEFORE INCOME TAXES... (77) 216 (343) (53) (257) (9,387) (9,644)
INCOME TAXES........................ -- 71 -- -- 71 (71)(c) --
--------- ----------- ----------- ----------- --------- ------------ -----------
NET INCOME (LOSS)................... $ (77) $ 145 $ (343) $ (53) $ (328) $ (9,316) $ (9,644)
--------- ----------- ----------- ----------- --------- ------------ -----------
--------- ----------- ----------- ----------- --------- ------------ -----------
</TABLE>

F-22
<PAGE>
ALIGN SOLUTIONS CORP.

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 1999

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
HISTORICAL
----------------------------------------------------------- PRO FORMA
ALIGN FIFTH GEAR INMEDIA SYNAPSE TOTAL ADJUSTMENTS PRO FORMA
--------- ----------- ----------- ----------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES $ 10,793 $ 464 $ 506 $ 279 $ 12,042 $ -- $ 12,042
COST OF SERVICES................... 6,372 290 320 263 7,245 (46)(a) 7,199
--------- ----- ----------- ----- --------- ------------ -----------
GROSS PROFIT....................... 4,421 174 186 16 4,797 46 4,843
SELLING, GENERAL AND
ADMINISTRATIVE................... 7,226 182 315 111 7,834 (3,300)(a) 4,534
EQUITY BASED COMPENSATION
EXPENSE.......................... -- -- -- -- -- 544(a) 544
INTANGIBLES AMORTIZATION........... 1,366 -- -- -- 1,366 1,253(b) 2,619
OTHER INCOME (EXPENSE):
Interest income.................. -- 2 -- -- 2 -- 2
Interest expense................. (25) (5) (37) (1) (68) -- (68)
Other, net....................... -- 4 2 -- 6 -- 6
--------- ----- ----------- ----- --------- ------------ -----------
LOSS BEFORE INCOME TAXES........... (4,196) (7) (164) (96) (4,463) 1,549 (2,914)
INCOME TAXES....................... -- (3) -- -- (3) 3(c) --
--------- ----- ----------- ----- --------- ------------ -----------
NET INCOME (LOSS).................. $ (4,196) $ (4) $ (164) $ (96) $ (4,460) $ 1,546 $ (2,914)
--------- ----- ----------- ----- --------- ------------ -----------
--------- ----- ----------- ----- --------- ------------ -----------
</TABLE>

F-23
<PAGE>
ALIGN SOLUTIONS CORP.

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 1998

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
HISTORICAL
----------------------------------------------------------- PRO FORMA
ALIGN FIFTH GEAR INMEDIA SYNAPSE TOTAL ADJUSTMENTS PRO FORMA
--------- ----------- ----------- ----------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES..................... $ 2,997 $ 715 $ 796 $ 1,362 $ 5,870 $ -- $ 5,870
COST OF SERVICES............. 1,805 255 532 894 3,486 -- 3,486
--------- ----- ----- ----------- --------- ------------ -----------
GROSS PROFIT................. 1,192 460 264 468 2,384 -- 2,384
SELLING, GENERAL AND
ADMINISTRATIVE............. 1,673 178 316 515 2,682 -- 2,682
EQUITY BASED COMPENSATION
EXPENSE.................... -- -- -- -- -- 3,604(a) 3,604
INTANGIBLES AMORTIZATION..... 25 -- -- -- 25 2,619(b) 2,644
OTHER INCOME (EXPENSE):
Interest expense........... (29) -- -- (6) (35) -- (35)
Other, net................. -- -- (35) (4) (39) -- (39)
--------- ----- ----- ----------- --------- ------------ -----------
INCOME (LOSS) BEFORE INCOME
TAXES...................... (535) 282 (87) (57) (397) (6,223) (6,620)
INCOME TAXES................. -- 94 -- -- 94 (94)(c) --
--------- ----- ----- ----------- --------- ------------ -----------
NET INCOME (LOSS)............ $ (535) $ 188 $ (87) $ (57) $ (491) $ (6,129) $ (6,620)
--------- ----- ----- ----------- --------- ------------ -----------
--------- ----- ----- ----------- --------- ------------ -----------
</TABLE>

F-24
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

1. UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS ADJUSTMENTS:

The following summarizes the unaudited pro forma statements of operations
adjustments:

(a) Reflects a compensation charge for options granted to Fifth Gear,
inmedia and Synapse at less than fair market value upon the consummation
of the acquisition over the vesting periods of the options. The
adjustment also changes the timing of the compensation charges recorded
in the six months ended June 30, 1999 historical Align statement of
operations for these option grants.

(b) Reflects the amortization of goodwill to be recorded as a result of
Align's acquisitions over a period of three years. These amortization
periods were determined based on an analysis of the characteristics of
the combined company.

(c) Reflects the reversal of Fifth Gear's income tax provision. Align has
not demonstrated that it will generate future taxable income; therefore,
a net asset for the pro forma loss before taxes has not been recorded.

F-25
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Luminant Worldwide Corporation:

We have audited the accompanying balance sheet of Luminant Worldwide
Corporation as of December 31, 1998, and the related statements of operations,
stockholders' equity, and cash flows for the period from inception (August 21,
1998), to 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 audit.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Luminant Worldwide
Corporation as of December 31, 1998, and the results of its operations and its
cash flows for the period from inception (August 21, 1998), to December 31,
1998, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
September 3, 1999

F-26
<PAGE>
LUMINANT WORLDWIDE CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1998 1999
------------- --------------
<S> <C> <C>
(UNAUDITED)
ASSETS
CASH AND CASH EQUIVALENTS......................................................... $ 111,919 $ 78,617
DEFERRED COSTS.................................................................... 49,729 7,241,959
------------- --------------
Total assets.................................................................. $ 161,648 $ 7,320,576
------------- --------------
------------- --------------

LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE.................................................................. $ -- $ 156,072
ACCRUED OFFERING AND ACQUISITION COSTS............................................ -- 5,049,700

RELATED PARTY NOTES PAYABLE....................................................... -- 2,447,596

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock: $.01 par value, 100,000,000 shares authorized; 1,831,800 shares
issued and outstanding as of 1998 and 1999 (unaudited)........................ 18,318 18,318
Additional paid-in capital...................................................... 388,683 3,163,683
Retained deficit................................................................ (245,353) (3,514,793)
------------- --------------
Total stockholders' equity.................................................... 161,648 (332,792)
------------- --------------
Total liabilities and stockholders' equity.................................... $ 161,648 $ 7,320,576
------------- --------------
------------- --------------
</TABLE>

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

F-27
<PAGE>
LUMINANT WORLDWIDE CORPORATION

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
PERIOD
FROM INCEPTION
(AUGUST 21, 1998) SIX MONTHS
TO ENDED
DECEMBER 31, JUNE 30,
1998 1999
----------------- --------------
<S> <C> <C>
(UNAUDITED)
REVENUES....................................................................... $ -- $ --

COST OF SERVICES............................................................... -- --
----------------- --------------

GROSS PROFIT................................................................... -- --

SELLING, GENERAL AND ADMINISTRATIVE............................................ 245,353 3,269,440
----------------- --------------

LOSS BEFORE INCOME TAXES....................................................... (245,353) (3,269,440)

INCOME TAXES................................................................... -- --
----------------- --------------

NET LOSS....................................................................... $ (245,353) $ (3,269,440)
----------------- --------------
----------------- --------------
</TABLE>

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

F-28
<PAGE>
LUMINANT WORLDWIDE CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

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

F-29
<PAGE>
LUMINANT WORLDWIDE CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
PERIOD
FROM INCEPTION
(AUGUST 21, 1998) SIX MONTHS
TO ENDED
DECEMBER 31, JUNE 30,
1998 1999
----------------- --------------
<S> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................................................... $ (245,353) $ (3,269,440)
Equity related compensation.................................................. 207,000 2,775,000
Adjustments to reconcile net loss to net cash used in operating activities-
Changes in assets and liabilities-
Accounts payable......................................................... -- 156,072
----------------- --------------
Net cash used in operating activities.................................. (38,353) (338,368)
----------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of deferred offering costs.......................................... (49,729) (2,142,530)
Proceeds from notes payable.................................................. -- 2,447,596
Proceeds from issuance of common stock....................................... 200,001 --
----------------- --------------
Net cash provided by financing activities.............................. 150,272 305,066
----------------- --------------
NET INCREASE (DECREASE) IN CASH................................................ 111,919 (33,302)
CASH AND CASH EQUIVALENTS, beginning of period................................. -- 111,919
----------------- --------------
CASH AND CASH EQUIVALENTS, end of period....................................... $ 111,919 $ 78,617
----------------- --------------
----------------- --------------
</TABLE>

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

F-30
<PAGE>
LUMINANT WORLDWIDE CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Luminant Worldwide Corporation, a Delaware corporation (the "Company"), was
founded in August 1998, to provide a new category of professional services
called Internet-centric professional services, enabling businesses centered
primarily or exclusively on the Internet to conduct their business.

The Company's operations to date have consisted primarily of identifying and
negotiating for the acquisition of existing Internet consulting companies. The
Company plans to make an initial public offering and simultaneously exchange
cash and shares of its common stock for the acquisition of eight Internet
consulting companies (the "Companies").

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

DEFERRED COSTS

As of December 31, 1998, costs of $49,729 have been incurred in connection
with this offering. Such costs will be recorded as a reduction to equity upon
consummation of this offering.

INCOME TAXES

Income taxes are accounted for using an asset and liability approach which
requires the recognition of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
The measurement of current and deferred tax liabilities and assets is based on
provisions of the enacted tax law. The effects of future changes in tax laws or
rates are not anticipated. The measurement of deferred tax assets is reduced, if
necessary, by the amount of any tax benefit that, based on available evidence,
is not expected to be realized. Due to the uncertainty of the ability of the
Company to generate future taxable income, the tax benefit of the Company's loss
has been fully reserved.

USE OF ESTIMATES

ACCOUNTING FOR LONG-LIVED ASSETS

F-31
<PAGE>
LUMINANT WORLDWIDE CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
with the asset to the asset's carrying value. If the carrying value is in excess
of the undiscounted cash flow value, the asset will be written down to fair
value.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relative short maturity and/or their variable interest
rates.

ACCOUNTING FOR EQUITY BASED COMPENSATION

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company has chosen to account for stock-based
compensation using the intrinsic value based method prescribed in APB 25 and to
provide the pro forma disclosure provision of SFAS 123. Accordingly,
compensation cost for stock options and other equity related transactions is
measured as the excess, if any, of the fair market value of the Company's stock
over the exercise price at the date of the grant.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, ("SFAS No. 130"), "REPORTING
COMPREHENSIVE INCOME," which is required to be adopted in the year ended
December 31, 1998. SFAS No. 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in the financial statements, and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

3. RELATED PARTY NOTES PAYABLE:

The Company has a line of credit with a maximum availability of $3 million,
with its largest stockholder, Commonwealth Principals II LLC ("Commonwealth").
Interest is at prime (7.75% at December 31, 1998), and the line of credit
matures on the closing of this offering. There are no outstanding borrowings as
of December 31, 1998.

4. EQUITY INCENTIVE PLANS:

Under the terms of an employment agreement, the Company's Chief Executive
Officer will be issued on the effective date of a public offering options to
purchase 5% of the total outstanding shares of common stock at the offering
price. One-fourth of the options will vest immediately and the remainder will
vest at a rate of 25% per year. The options will have a term of six years.

As of December 31, 1998, there are no options outstanding.

F-32
<PAGE>
LUMINANT WORLDWIDE CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. EQUITY INCENTIVE PLANS: (CONTINUED)
In January 1999, under the terms of an employment agreement, the Company's
former Chief Financial Officer was to be issued certain options to purchase
common stock at $.01 per share (See Note 7).

In February 1999, under the terms of an employment agreement, as of the
effective date of the offering, the Company's Executive Vice President, will be
issued options to purchase 1% of the total outstanding shares of common stock at
the offering price. The options will become exercisable upon the Offering and
have a term of ten years.

5. EQUITY:

The Company intends to effect a stock split and increase the number of
authorized common stock effective on the day preceding the completion of the
offering. The effects of the common stock split and the increase in the shares
of authorized common stock have been retroactively reflected in the balance
sheet and the accompanying notes.

In connection with the organization of the Company, 1,665,273 shares of
common stock were issued to Commonwealth. Upon signing his employment agreement
in September 1998, 166,527 shares of common stock were issued to the President
of the Company for $200,000. The Board of Directors has determined that these
shares were issued at fair market value. In addition in September 1998,
Commonwealth transferred 339,269 shares to the President resulting in an equity
related compensation expense of approximately $207,000.

6. RELATED-PARTY TRANSACTIONS:

In September 1998, the Company entered into a management services agreement
with Commonwealth to provide consulting and financial advisory services. The
agreement terminates at the earlier of the closing of the offering or September
2000. For the year ended December 31, 1998, approximately $49,000 was paid to
Commonwealth for providing services. These costs are related to the offering and
are included in deferred costs in the accompanying balance sheet. In addition,
Commonwealth has provided the Company with a line of credit as discussed in Note
3.

7. SUBSEQUENT EVENTS:

The Company has signed definitive agreements to acquire all of the common
stock and ownership interests of the Companies to be consummated simultaneously
with the closing of the offering. The companies to be acquired are Align
Solutions Corp., Brand Dialogue New York, Free Range Media, Inc., Integrated
Consulting, Inc. (dba as i.con interactive), Interactive8, Inc., Multimedia
Resources, LLC, Potomac Partners Management Consulting, LLC, and RSI Group, Inc.

The following pro forma information shows the Company's revenues and net
income as if the transaction referred to above had occurred on January 1, 1998.

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C> <C>
SIX MONTHS
YEAR ENDED ENDED
DECEMBER 31, 1998 JUNE 30, 1999
------------------- --------------
Pro forma revenues (unaudited)........................... $ 54,846 $ 41,437
Pro forma net loss (unaudited)........................... (107,614) (51,202)
</TABLE>

F-33
<PAGE>
LUMINANT WORLDWIDE CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. SUBSEQUENT EVENTS: (CONTINUED)

In April and May 1999, the former Chief Financial Officer and a current
officer of the Company purchased 191,382 shares and 109,361 shares of common
stock for $500,000 and $400,000. The Board of Directors determined the fair
market value of the shares to be $12.22 which was in excess of the grant price.
The Company has recognized compensation expense of approximately $2,775,000 in
1999 related to these issuances.

In July of 1999, the Company and the former Chief Financial Officer entered
into an agreement to end the Chief Financial Officer's employment with the
Company. The former Chief Financial Officer will receive options to purchase
common stock at $.01 per share. The number of options will be determined by
dividing $250,000 by the initial public offering price (15,625 assuming a price
of $16.00 per share). The value of these options under the Black-Scholes method
assuming a 10 year life, 70% volatility and a 5.66% interest rate would be
$249,911. The options will become exercisable upon the Offering and have a term
of ten years. In addition, the former Chief Financial Officer will be paid
$1,000,000 over six years in equal monthly installments for financial consulting
services. Mr. Autem's agreement requires no specific services and allows him to
seek full time employment at other companies including competitors and provides
compensation for acquisition targets identified. As such the Company is unsure
as to any future benefits from these payments. The Company will record the
liability for the net present value of these payments of $860,000 assuming a
discount rate of 5.26%, and record a charge of the same amount in the third
quarter of 1999.

In July of 1999, the Company entered into an agreement in principle with
United Air Lines, Inc. under which we have agreed to provide electronic commerce
strategy, business planning and design services to United until June 30, 2004,
but United has no obligation to purchase any services from us. Pursuant to this
agreement, we have agreed to issue to United a warrant to purchase up to 300,000
shares of our common stock at an exercise price per share equal to the initial
offering price. Under the warrant, United will have the immediate right to
purchase 50,000 shares of common stock. Assuming an exercise price of $16.00,
five year life, 5.26% interest rate and 70% volatility factor, the 50,000 rights
with immediate vesting have a fair market value of $497,038 which the Company
will record as a selling expense upon the granting of the warrants. Over the
five year term of the agreement, United will obtain the right to purchase 5,000
shares of the remaining shares under the warrant for every $1 million of
revenues we receive from United up to $50 million of revenue. Each portion of
the warrant that becomes exercisable will expire three years from the date the
right to purchase shares becomes exercisable. At each date that portions of the
warrants become exercisable, the Company will determine the fair market value of
that portion and record the amount as a selling expense.

F-34
<PAGE>
LUMINANT WORLDWIDE CORP.

NOTES TO THE UNAUDITED JUNE 30, 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Rule 10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation of the Company's financial
condition as of June 30, 1999, the results of its operations and its cash flows
for the six month period ended June 30, 1999. These financial statements should
be read in conjunction with the Company's audited 1998 financial statements,
including the notes thereto. Operating results for the six month period ended
June 30, 1999, are not necessarily indicative of the operating results that may
be expected for the year ending December 31, 1999.

B. DEFERRED COSTS:

As of June 30, 1999, costs of approximately $7,242,000 have been incurred in
connection with this offering. Such costs will be recorded as an increase to
goodwill or reduction to equity upon consummation of this offering.

C. EQUITY:

In April and May 1999, the former Chief Financial Officer and a current
officer of the Company purchased 191,382 shares and 109,361 shares of common
stock for $500,000 and $400,000. The Board of Directors determined the fair
market value of the shares to be $12.22 which was in excess of the grant price.
The Company has recognized compensation expense of $2,775,000 in the six months
ended June 30, 1999 related to these issuances.

D. RELATED-PARTY TRANSACTIONS:

In September 1998, the Company entered into a management services agreement
with Commonwealth to provide consulting and financial advisory services. The
agreement terminates at the earlier of the closing of the offering or September
2000. For the period ended June 30, 1999, approximately $84,750 was paid to
Commonwealth for providing services. These costs are related to the offering and
are included in deferred costs in the accompanying balance sheet.

E. PAYABLE TO SHAREHOLDER:

In addition to the advance made to Luminant, Commonwealth has paid
approximately $1,998,000 on behalf of Luminant. Such amounts will be repaid upon
the closing of this offering.

F. SUBSEQUENT EVENTS:

F-35
<PAGE>
LUMINANT WORLDWIDE CORP.

NOTES TO THE UNAUDITED JUNE 30, 1999 FINANCIAL STATEMENTS (CONTINUED)

F. SUBSEQUENT EVENTS: (CONTINUED)

In July of 1999, the Company and the former Chief Financial Officer entered
into an agreement to end the Chief Financial Officer's employment with the
Company. The former Chief Financial Officer will receive options to purchase
common stock at $.01 per share. The number of options will be determined by
dividing $250,000 by the initial public offering price (15,625 assuming a price
of $16.00 per share). The value of these options under the Black-Scholes Method
assuming a 10 year life, 70% volatility and a 5.66% interest rate would be
$249,911. The options will become exercisable upon the Offering and have a term
of ten years. In addition, the former Chief Financial Officer will be paid
$1,000,000 over six years in equal monthly installments for financial consulting
services. Mr. Autem's agreement requires no specific services and allows him to
seek full time employment at other companies including competitors and provides
compensation for acquisition targets identified. As such the Company is unsure
as to any future benefits from these payments. The Company will record the
liability for the net present value of these payments of $860,000 assuming a
discount rate of 5.26%, and record a charge of the same amount in the third
quarter of 1999.

In July of 1999, the Company entered into an agreement in principle with
United Air Lines, Inc. under which we have agreed to provide electronic commerce
strategy, business planning and design services to United until June 30, 2004,
but United has no obligation to purchase any services from us. Pursuant to this
agreement, we have agreed to issue to United a warrant to purchase up to 300,000
shares of our common stock at an exercise price per share equal to the initial
offering price. Under the warrant, United will have the immediate right to
purchase 50,000 shares of common stock. Assuming an exercise price of $16.00,
five year life, 5.26% interest rate and 70% volatility factor, the 50,000 rights
with immediate vesting have a fair market value of $497,038 which the Company
will record as a selling expense upon the granting of the warrants. Over the
five year term of the agreement, United will obtain the right to purchase 5,000
of the remaining shares under the warrant for every $1 million of revenues we
receive from United up to $50 million of revenue. Each portion of the warrant
that becomes exercisable will expire three years from the date the right to
purchase shares becomes exercisable. At each date that portions of the warrants
become exercisable, the Company will determine the fair market value of that
portion and record the amount as a selling expense.

F-36
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Align Solutions Corp.:

We have audited the accompanying balance sheets of Align Solutions Corp. (a
Delaware S Corporation) as of December 31, 1997 and 1998, and the related
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended December 31, 1998, and for the period from
inception (October 16, 1996), to December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Align Solutions Corp. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1998, and for the
period from inception (October 16, 1996), to December 31, 1996, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 4, 1999

F-37
<PAGE>
ALIGN SOLUTIONS CORP.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- JUNE 30,
1997 1998 1999
------------- ------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents........................................ $ 10,977 $ -- $ 48,167
Accounts receivable, net of allowance for doubtful accounts of
$71,229, $115,068, and $188,049 (unaudited).................... 880,085 2,161,521 4,085,156
Note receivable.................................................. -- -- --
Unbilled revenues................................................ 43,860 10,520 80,837
Prepaid expenses and other....................................... 37,778 74,219 67,602
------------- ------------- --------------
Total current assets........................................... 972,700 2,246,260 4,281,762

PROPERTY AND EQUIPMENT, net........................................ 259,901 776,185 1,031,641

OTHER ASSETS:
Goodwill, net of amortization of $58,333, $108,333, and
$1,479,797 (unaudited)......................................... 91,667 41,667 14,396,207
Other............................................................ 3,500 1,673 20,942
------------- ------------- --------------
Total assets................................................... $ 1,327,768 $ 3,065,785 $ 19,730,552
------------- ------------- --------------
------------- ------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable, including cash overdraft of $0, $105,191, and
$0 (unaudited)................................................. $ 144,994 $ 332,021 $ 484,974
Accrued liabilities.............................................. 85,343 713,842 1,678,437
Notes payable.................................................... 200,000 325,000 1,167,466
Current maturities of long-term debt............................. 64,191 70,870 534,168
------------- ------------- --------------
Total current liabilities...................................... 494,528 1,441,733 3,865,045

LONG-TERM LIABILITIES:
Long-term debt, net of current maturities........................ 232,573 155,791 208,548
------------- ------------- --------------
Total liabilities.............................................. 727,101 1,597,524 4,073,593

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock: $.01 par value, 1,000,000 shares authorized,
none issued and outstanding as of 1997, 1998 and 1999
(unaudited).................................................... -- -- --
Common stock: $.01 par value, 10,000,000 shares authorized,
4,875,000, 5,584,804 and 6,830,540 (unaudited) shares issued
and outstanding as of 1997, 1998, and 1999..................... 48,750 55,848 68,305
Additional paid-in capital....................................... 926,250 1,863,192 20,235,194
Retained deficit................................................. (374,333) (450,779) (4,646,540)
------------- ------------- --------------
Total stockholders' equity..................................... 600,667 1,468,261 15,656,959
------------- ------------- --------------
Total liabilities and stockholders' equity..................... $ 1,327,768 $ 3,065,785 $ 19,730,552
------------- ------------- --------------
------------- ------------- --------------
</TABLE>

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

F-38
<PAGE>
ALIGN SOLUTIONS CORP.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE
FROM INCEPTION FOR THE YEAR ENDED SIX MONTHS ENDED
(OCTOBER 16, 1996) DECEMBER 31, JUNE 30,
TO DECEMBER 31, ---------------------------- -----------------------------
1996 1997 1998 1998 1999
------------------ ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
REVENUES....................... $ 111,858 $ 3,268,071 $ 9,226,127 $ 2,997,211 $ 10,793,547
COST OF SERVICES............... 79,702 1,783,336 5,128,460 1,805,136 6,372,170
---------- ------------- ------------- ------------- --------------
GROSS PROFIT................... 32,156 1,484,735 4,097,667 1,192,075 4,421,377
SELLING, GENERAL AND
ADMINISTRATIVE............... 233,104 1,634,220 4,096,638 1,697,700 8,592,109
OTHER INCOME (EXPENSE):
Interest expense............. -- (26,145) (49,825) (29,208) (25,029)
Loss on disposition of
assets..................... -- -- (27,650) -- --
Other income................. 399 1,846 -- -- --
---------- ------------- ------------- ------------- --------------
NET LOSS....................... $ (200,549) $ (173,784) $ (76,446) $ (534,833) $ (4,195,761)
---------- ------------- ------------- ------------- --------------
---------- ------------- ------------- ------------- --------------
PRO FORMA INCOME TAX
(UNAUDITED).................. -- -- -- -- --
---------- ------------- ------------- ------------- --------------
PRO FORMA NET LOSS
(UNAUDITED).................. $ (200,549) $ (173,784) $ (76,446) $ (534,833) $ (4,195,761)
---------- ------------- ------------- ------------- --------------
---------- ------------- ------------- ------------- --------------
Basic and diluted net loss per
share........................ $ (0.11) $ (0.09) $ (0.03) $ (0.26) $ (1.81)
---------- ------------- ------------- ------------- --------------
---------- ------------- ------------- ------------- --------------
Shares used in the calculation
of basic and diluted net loss
per share.................... 1,907,827 2,037,854 2,283,511 2,040,452 2,316,719
---------- ------------- ------------- ------------- --------------
---------- ------------- ------------- ------------- --------------
</TABLE>

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

F-39
<PAGE>
ALIGN SOLUTIONS CORP.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
----------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL DEFICIT
------------ --------- -------------- --------------
<S> <C> <C> <C> <C>
BALANCE, October 16, 1996 (inception).................. -- $ -- $ -- $ --
Issuance of common stock............................. 3,845,200 38,452 730,588 --
Net loss............................................. -- -- -- (200,549)
------------ --------- -------------- --------------
BALANCE, December 31, 1996............................. 3,845,200 38,452 730,588 (200,549)
Issuance of common stock............................. 1,029,800 10,298 195,662 --
Net loss............................................. -- -- -- (173,784)
------------ --------- -------------- --------------
BALANCE, December 31, 1997............................. 4,875,000 48,750 926,250 (374,333)
Issuance of common stock............................. 709,804 7,098 936,942 --
Net loss............................................. -- -- -- (76,446)
------------ --------- -------------- --------------
BALANCE, December 31, 1998............................. 5,584,804 55,848 1,863,192 (450,779)
Issuance of common stock (unaudited)................. 1,245,736 12,457 14,537,739 --
Equity related compensation (unaudited).............. -- -- 3,345,681 --
Value of stock options granted in acquisitions
(unaudited)........................................ -- -- 488,582 --
Net loss (unaudited)................................. -- -- -- (4,195,761)
------------ --------- -------------- --------------
BALANCE, June 30, 1999 (unaudited)..................... 6,830,540 $ 68,305 $ 20,235,194 $ (4,646,540)
------------ --------- -------------- --------------
------------ --------- -------------- --------------
</TABLE>

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

F-40
<PAGE>
ALIGN SOLUTIONS CORP.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION FOR THE
(OCTOBER 16, 1996) FOR THE YEAR ENDED SIX MONTHS ENDED
TO DECEMBER 31, JUNE 30,
DECEMBER 31, ---------------------- ----------------------
1996 1997 1998 1998 1999
------------------ --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................. $ (200,549) $(173,784) $ (76,446) $(534,833) $(4,195,761)
Equity related compensation.............. -- -- -- -- 3,345,681
Adjustments to reconcile net loss to net
cash used in operating activities--
Depreciation and amortization.......... 14,816 129,184 272,588 106,419 1,592,105
Loss on disposition of assets.......... -- -- 27,650 -- --
Changes in assets and liabilities--
Accounts receivable.................. (60,615) (819,470) (1,281,436) (116,643) (1,044,428)
Unbilled revenues.................... (43,288) (572) 33,340 (19,165) 105,331
Prepaid expenses and other........... (16,051) (21,727) (36,441) 8,910 26,224
Other assets......................... -- (3,500) 1,827 (2,897) (183,035)
Accounts payable, including cash
overdraft.......................... 17,351 127,643 187,027 26,634 (444,406)
Accrued liabilities.................. 8,862 76,481 628,499 146,621 575,073
---------- --------- ----------- --------- -----------
Net cash used in operating
activities....................... (279,474) (685,745) (243,392) (384,954) (223,216)
---------- --------- ----------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received from acquisition........... -- -- -- -- 27,525
Note receivable.......................... -- -- -- -- (35,000)
Capital expenditures..................... (122,072) (158,211) (766,522) (362,165) (361,103)
---------- --------- ----------- --------- -----------
Net cash used in investing
activities....................... (122,072) (158,211) (766,522) (362,165) (368,578)
---------- --------- ----------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable.............. 48,602 151,398 125,000 894,039 686,190
Proceeds from long-term debt............. -- 300,000 -- -- 39,619
Payments on long-term debt............... -- (18,521) (70,103) (44,664) (85,848)
Proceeds from issuance of common stock... 569,040 205,960 944,040 -- --
---------- --------- ----------- --------- -----------
Net cash provided by financing
activities....................... 617,642 638,837 998,937 849,375 639,961
---------- --------- ----------- --------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.............................. 216,096 (205,119) (10,977) 102,256 48,167
CASH AND CASH EQUIVALENTS,
beginning of period...................... -- 216,096 10,977 10,977 --
---------- --------- ----------- --------- -----------
CASH AND CASH EQUIVALENTS,
end of period............................ $ 216,096 $ 10,977 $ -- $ 113,233 $ 48,167
---------- --------- ----------- --------- -----------
---------- --------- ----------- --------- -----------
SUPPLEMENTAL INFORMATION:
Cash paid for interest..................... $ -- $ 24,931 $ 48,813 $ 29,514 $ 25,228
---------- --------- ----------- --------- -----------
---------- --------- ----------- --------- -----------
NON-CASH TRANSACTIONS:
Common stock issued for tangible and
intangible assets........................ $ 200,000 $ -- $ -- $ -- $ --
---------- --------- ----------- --------- -----------
---------- --------- ----------- --------- -----------
Capital expenditures financed with
long-term debt........................... $ -- $ 15,285 $ -- $ -- $ --
---------- --------- ----------- --------- -----------
---------- --------- ----------- --------- -----------
Acquisition through issuance of common
stock.................................... $ -- $ -- $ -- $ -- $15,043,029
---------- --------- ----------- --------- -----------
---------- --------- ----------- --------- -----------
</TABLE>

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

F-41
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Align Solutions Corp. (the "Company") is an interactive services and
information technology consulting firm focused on helping companies achieve
their Internet and e-commerce business objectives through the use of enabling
technologies. The areas of focus include Internet and intranet applications,
document management, system integration, and creative/new media. The Company was
incorporated in the State of Delaware in October 1996.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the assets. The costs
and related accumulated depreciation of property and equipment sold, retired, or
disposed of are removed from the accounts and any gains or losses are reflected
in the statements of operations. Expenditures for major acquisitions and
improvements are capitalized while expenditures for maintenance and repairs are
expensed as incurred.

GOODWILL

Goodwill represents the excess of the aggregate consideration paid by the
Company over the fair value of assets acquired. Goodwill is amortized on a
straight-line basis over three years. Amortization expense totaled $8,667,
$50,000, and $50,000 for the periods ended December 31, 1996, 1997, and 1998,
respectively.

INCOME TAXES

As an S corporation, the Company pays no federal income tax but rather the
stockholders are taxed individually on the Company's taxable income or loss.
Accordingly, no provisions for federal income taxes are reflected in the
accompanying financial statements.

The unaudited pro forma tax information included in the accompanying
statements of operations reflect estimates of the Company's tax provision or
benefit as if it had been a C corporation in fiscal years 1996, 1997, and 1998.
In accordance with SFAS No. 109, "Accounting for Income Taxes," no pro forma tax
benefit was reflected due to the Company's recurring losses and the uncertainty
related to the realization of any tax assets.

REVENUE RECOGNITION

Revenues are recognized for time and materials-based arrangements as
services are performed and fixed fee arrangements on the
percentage-of-completion method. Under this approach, revenues and gross profit
are recognized as the work is performed, based on the ratio of costs incurred to
total estimated costs. Unbilled revenues on contracts are comprised of labor
costs incurred, plus earnings on certain contracts which have not been billed.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.

F-42
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
COST OF SERVICES

Cost of services is comprised primarily of salaries, employee benefits,
incentive compensation of billable employees, and a proportionate share of
depreciation and facilities costs based on the ratio of billable employees to
total employees.

ACCOUNTING FOR STOCK BASED COMPENSATION

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company has chosen to account for stock-based
compensation using the intrinsic value based method prescribed in APB 25 and
provide the pro forma disclosure provision of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair market value of the Company's stock over the exercise price at the date of
the grant.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relative short maturity and/or their variable interest
rates.

ACCOUNTING FOR LONG-LIVED ASSETS

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, ("SFAS No. 130"), "REPORTING
COMPREHENSIVE INCOME" which is required to be adopted in the period ended
December 31, 1998. SFAS No. 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in the financial statements, and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

F-43
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1997, sales to the Company's two largest
customers accounted for 14% and 12% of revenues. During the year ended December
31, 1998, sales to the Company's two largest customers accounted for 21% and 19%
of revenues.

As of December 31, 1998, accounts receivable from two customers accounted
for 17% and 30% of total accounts receivable.

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
----------- ----------- -------------
<S> <C> <C> <C>
Furniture and fixtures....................................................... 5-7 $ 55,656 $ 140,781
Computers and equipment...................................................... 2-4 289,912 781,505
Leasehold improvements....................................................... 3-4 -- 63,497
Construction-in-progress..................................................... -- -- 75,278
----------- -------------
345,568 1,061,061
Less--Accumulated depreciation............................................... (85,667) (284,876)
----------- -------------
Property and equipment, net.................................................. $ 259,901 $ 776,185
----------- -------------
----------- -------------
</TABLE>

Depreciation expense was $6,483, $79,184 and $222,588 for the years ended
December 31, 1996, 1997, and 1998, respectively.

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Accrued bonus............................................................................ $ -- $ 667,870
Accrued salaries......................................................................... 33,775 --
Accrued legal............................................................................ 4,602 38,822
Accrued property and sales taxes......................................................... 9,610 7,150
Other.................................................................................... 37,356 --
--------- -----------
Accrued liabilities...................................................................... $ 85,343 $ 713,842
--------- -----------
--------- -----------
</TABLE>

6. DEBT:

NOTES PAYABLE

The Company has a bank line of credit with a maximum availability of
$550,000. Interest is at prime plus 1% (8.75% at December 31, 1998), and is
payable monthly. The line of credit is due on demand, matures in July 1999, and
is secured by accounts receivable and the personal guarantees of certain
stockholders. The terms of the line of credit agreement include customary
covenants that limit the Company's ability to incur further debt and require the
Company to maintain certain minimum levels of tangible net worth and liquidity
ratios. Subsequent to year-end, the Company renewed the line of credit with a
new maturity date of March 2000.

F-44
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. DEBT: (CONTINUED)
LONG-TERM DEBT

Long-term debt is comprised of the following as of December 31, 1997 and
1998:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Note payable to a bank bearing interest at prime plus 1% (8.75% at December 31, 1998),
payable in monthly installments of principal and interest of $7,557, maturing October
2001; secured by accounts receivable, equipment, and the personal guarantees of
certain stockholders.................................................................. $ 284,489 $ 217,982
Equipment financing, non-interest bearing, payable in monthly installments of $384,
maturing February 2001, secured by certain equipment 12,275 8,679
----------- -----------
296,764 226,661
Less--Current portion................................................................... (64,191) (70,870)
----------- -----------
Long-term debt.......................................................................... $ 232,573 $ 155,791
----------- -----------
----------- -----------
</TABLE>

Maturities of long-term debt are as follows:

7. COMMITMENTS AND CONTINGENCIES:

The Company leases office space in Houston and Dallas, Texas, under
operating lease agreements.

Future minimum annual lease payments under these leases are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1999......................................................................... $ 182,739
2000......................................................................... 181,241
2001......................................................................... 120,827
2002......................................................................... --
2003 and thereafter.......................................................... --
-----------
Total future minimum lease payments.......................................... $ 484,807
-----------
-----------
</TABLE>

Rent expense for the years ended December 31, 1996, 1997, and 1998 under
these agreements was $7,898, $42,130 and $107,194, respectively.

In the ordinary course of business, the Company may be subject to legal
actions and claims. Management does not believe litigation or claims will have a
material effect on financial position or results of operations.

F-45
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. EQUITY INCENTIVE PLANS:

Effective August 26, 1997, the Company approved the 1997 Stock Option Plan
(the "1997 Plan") authorizing the Board of Directors to grant incentive or
nonqualified options to purchase common stock of the Company. The total number
of shares of common stock that may be issued under the 1997 Plan is 2,500,000.
The 1997 Plan is administered by the Compensation Committee of the Board of
Directors which determines the number of stock options to be granted, the
exercise or purchase price, vesting terms, and expiration date. Nonqualified
stock options may be granted at exercise prices which are greater than or equal
to 80% of the fair market value of the common stock on the grant date.

The exercise price of options qualifying as incentive stock options under
Section 422 of the Internal Revenue Code may not be less than the fair market
value of the common stock on the grant date. Incentive stock options granted to
any 10% stockholder may not be less than 110% of the fair market value of the
common stock on the grant date. Stock options granted under the 1997 Plan are
nontransferable and generally expire ten years after the date of grant, except
in the case of a 10% stockholder whose incentive stock options shall expire five
years from the date of grant. Upon certain events in which all of the
outstanding shares of common stock of the Company are acquired by an unrelated
party, the optionee's schedule shall be accelerated to provide that optionee
with immediate exercisability of the unexercisable options granted. All options
granted become exercisable over a five-year period of continued employment.

Options outstanding at December 31, 1996, 1997, and 1998, and granted,
exercised and cancelled during those years were as follows:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------- -------------------
<S> <C> <C>
Options outstanding at December 31, 1996......................................... -- $ --
Granted........................................................................ 613,000 .20
Exercised...................................................................... -- --
Canceled....................................................................... -- --
-----------
Options outstanding at December 31, 1997......................................... 613,000 .20
Granted........................................................................ 393,800 1.19
Exercised...................................................................... -- --
Canceled....................................................................... (53,200) .25
-----------
Options outstanding at December 31, 1998......................................... 953,600 $ .61
-----------
-----------
</TABLE>

Following is summary information about stock options outstanding at December
31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------- --------------------------------
<S> <C> <C> <C> <C> <C>
WEIGHTED AVERAGE
RANGE OF NUMBER OF REMAINING WEIGHTED AVERAGE NUMBER OF
EXERCISE PRICES SHARES CONTRACT LIFE EXERCISE PRICE SHARES EXERCISE PRICE
- ----------------- ----------- --------------------- ------------------- --------------- ---------------
$0.20 to $0.22 622,000 9.00 $ 0.20 -- $ --
$1.33 to $2.50 331,600 9.45 $ 1.37 -- $ --
</TABLE>

F-46
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. EQUITY INCENTIVE PLANS: (CONTINUED)
Pro forma information regarding net income has been determined as if the
Company has accounted for its stock options under the fair value method of SFAS
123. The fair value of these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following assumptions used for 1997:
an exercisable event occurring in five years; a risk-free interest rate of
6.25%; a dividend yield of 0%; and an expected option life with graded vesting.
The assumptions used to price options granted during 1998 were: an exercisable
event occurring in four years; risk-free interest rates ranging from 4.38% to
5.72%; a dividend yield of 0%; and an expected option life with graded vesting.
The average Black-Scholes fair values at date of grant for options granted
during the years ended December 31, 1997 and 1998, were $0.05 and $0.25 per
option, respectively.

Had compensation cost for the Company's stock option plan been determined
based on the fair value at the grant date consistent with the provisions of SFAS
123, the Company's net loss would have been as follows:

<TABLE>
<CAPTION>
1997 1998
------------ ----------
<S> <C> <C>
Net loss--as reported............................................... $ (173,784) $ (76,446)
Net loss--pro forma................................................. (176,734) (90,143)
</TABLE>

9. RELATED-PARTY TRANSACTIONS:

The Company uses a third party to administer the Company's payroll and
related benefits. The Company also provides consulting services to its payroll
and benefits provider. The Company provided services of $1,908,278 to this
entity during the year ended December 31, 1998 (included in revenues for the
year ended December 31, 1998). The Company believes these services are stated at
fair market value.

The Company has an outstanding accounts receivable balance of $375,008 at
December 31, 1998, from its payroll and benefits provider for services provided.

10. SUBSEQUENT EVENTS:

On February 16, 1999, the Company acquired Synapse Group, Inc. ("Synapse")
in a business combination accounted for as a purchase. Synapse engages in
Internet consulting and was purchased by the Company through the issuance of
805,736 shares of the Company's common stock.

On April 30, 1999, the Company signed a letter of intent to acquire Fifth
Gear Media Corporation ("Fifth Gear") for 300,000 shares of common stock. Fifth
Gear engages in Internet consulting. The Company anticipates this transaction
will be completed by May 31, 1999.

On April 28, 1999, the Company signed a letter of intent to acquire inmedia,
inc ("inmedia") for 140,000 shares of common stock and approximately $660,000 in
cash. inmedia is a provider of interactive multimedia training. The Company
anticipates this transaction will be completed by May 31, 1999.

The Company has entered into an agreement to be acquired by Luminant. This
acquisition is subject to successful completion of an initial public offering of
the common stock of Luminant.

F-47
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS:

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions from Rule 10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation of the Company's financial
condition as of June 30, 1999, the results of its operations and its cash flows
for the six months ended June 30, 1998 and 1999. These financial statements
should be read in conjunction with the Company's audited 1998 financial
statements, including the notes thereto. Operating results for the six months
ended June 30, 1999, are not necessarily indicative of the operating results
that may be expected for the year ending December 31, 1999.

B. BUSINESS COMBINATION:

On February 16, 1999, the Company acquired Synapse in a business combination
accounted for as a purchase. Synapse engages in Internet consulting and was
purchased by the Company through the issuance of 805,736 shares of the Company's
common stock. The estimated fair market value of the shares of common stock used
to purchase Synapse was $11.68. The Company issued 472,744 options, all with an
exercise price of $2.50, to Synapse option holders as part of the consideration
of this acquisition. Goodwill of approximately $9,560,000 was recorded in
connection with this transaction, and is being amortized on a straight-line
basis with a useful life of three years.

On May 26, 1999, the Company acquired Fifth Gear Media Corporation ("Fifth
Gear") in a business combination accounted for as a purchase. Fifth Gear engages
in Internet consulting and was purchased by the Company through the issuance of
300,000 shares of the Company's common stock. The estimated fair market value of
each share of common stock used to purchase Fifth Gear was $11.68. The Company
estimates that goodwill of approximately $3,700,000 will be recorded in
connection with this transaction, and will be amortized on a straight-line basis
with a useful life of three years.

On May 27, 1999, the Company acquired inmedia, inc. ("inmedia") in a
business combination accounted for as a purchase. inmedia engages in Internet
consulting and the assets were purchased and certain liabilities assumed by the
Company through the issuance of 140,000 shares of the Company's common stock.
The estimated fair market value of each share of common stock used to purchase
inmedia was $11.68. The Company estimates that goodwill of approximately
$2,456,000 will be recorded in connection with this transaction, and will be
amortized on a straight-line basis with a useful life of three years.

C. DEBT:

The Company renewed its bank line of credit during the first quarter. The
bank line of credit has a maximum availability of $1,200,000, is due on demand,
and matures in March 2000. Interest is at prime plus 1% (8.75% at June 30, 1999)
and is payable monthly.

F-48
<PAGE>
ALIGN SOLUTIONS CORP.

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS: (CONTINUED)

D. EQUITY INCENTIVE PLANS:

Options outstanding at June 30, 1999, granted, exercised and cancelled
during this period were as follows:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------------ -------------------
<S> <C> <C>
Options outstanding at December 31, 1998........................................ 953,600 $ 0.61

Granted......................................................................... 962,276 2.65
Exercised....................................................................... -- --
Canceled........................................................................ (6,212) 2.50
------------
Options outstanding at June 30, 1999............................................ 1,909,664 $ 1.63
------------
------------
</TABLE>

Options granted during the six months ended June 30, 1999, had exercise
prices less than the fair market value on the date of grant. Total compensation
expense to be recognized over the vesting period of these options is
approximately $8,503,700. Align recognized $3,345,681 of compensation expense in
the six months ended June 30, 1999, for stock options that vested during this
period. Of this amount, approximately $3,100,000 related to options granted to
shareholders of Synapse that vested immediately.

F-49
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Young & Rubicam Inc.

In our opinion, the accompanying balance sheets and related statements of
operations and of cash flows present fairly, in all material respects, the
financial position of Brand Dialogue - New York (a wholly owned business of
Young & Rubicam Inc.), at December 31, 1997 and 1998 and the results of its
operations and its cash flows for the period April 1, 1996 (inception) through
December 31, 1996, and for the years ended December 31, 1997 and 1998 in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Brand Dialogue - New York's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

Brand Dialogue - New York is a wholly owned business of Young & Rubicam Inc.,
and as further described in the notes to the financial statements, has extensive
transactions with Young & Rubicam Inc., its subsidiaries, affiliates, and
clients. Because of these relationships, it is possible that the terms of these
transactions are not the same as those that would result from transactions among
unrelated parties.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

New York, New York
May 24, 1999, except for Note 8 which

is as of June 3, 1999

F-50
<PAGE>
BRAND DIALOGUE - NEW YORK
(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

BALANCE SHEETS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- JUNE 30,
1997 1998 1999
--------- --------- ------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
Accounts receivable............................................................ $ 645 $ 683 $ 3,712
Costs billable to clients...................................................... 21 17 3
Due from related parties, net.................................................. 546 973 1,933
--------- --------- ------------
TOTAL CURRENT ASSETS....................................................... 1,212 1,673 5,648
--------- --------- ------------
Computer equipment, net of accumulated depreciation of $109, $288, and $415,
respectively................................................................. 233 442 543
Deferred income taxes.......................................................... 4 12 15
--------- --------- ------------
TOTAL ASSETS............................................................... $ 1,449 $ 2,127 $ 6,206
--------- --------- ------------
--------- --------- ------------
LIABILITIES AND INVESTMENT
Accounts payable............................................................... $ 206 $ 820 $ 470
Accrued expenses............................................................... 410 249 280
--------- --------- ------------
TOTAL CURRENT LIABILITIES.................................................. 616 1,069 750
--------- --------- ------------
Young & Rubicam Inc. Investment................................................ 833 1,058 5,456
--------- --------- ------------
TOTAL LIABILITIES AND YOUNG & RUBICAM INC. INVESTMENT...................... $ 1,449 $ 2,127 $ 6,206
--------- --------- ------------
--------- --------- ------------
</TABLE>

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

F-51
<PAGE>
BRAND DIALOGUE-NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE SIX MONTHS
PERIOD FROM ENDED
APRIL 1, 1996 DECEMBER 31, JUNE 30,
(INCEPTION) THROUGH -------------------- --------------------
DECEMBER 31, 1996 1997 1998 1998 1999
------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)

Revenues........................................... $ 1,922 $ 4,011 $ 7,237 $ 3,057 $ 6,004

Compensation expense, including employee
benefits.......................................... 943 1,842 4,596 2,139 3,424

General and administrative expenses................ 402 998 1,677 755 1,411
------- --------- --------- --------- ---------

OPERATING EXPENSES................................. 1,345 2,840 6,273 2,894 4,835
------- --------- --------- --------- ---------

Income before income taxes......................... 577 1,171 964 163 1,169

Income tax provision............................... 243 492 403 64 489
------- --------- --------- --------- ---------

NET INCOME......................................... $ 334 $ 679 $ 561 $ 99 $ 680
------- --------- --------- --------- ---------
------- --------- --------- --------- ---------
</TABLE>

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

F-52
<PAGE>
BRAND DIALOGUE - NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
PERIOD FROM FOR THE YEAR ENDED ENDED
APRIL 1, 1996 DECEMBER 31, JUNE 30,
(INCEPTION) THROUGH --------------------- ---------------------
DECEMBER 31, 1996 1997 1998 1998 1999
------------------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Cash flows from operating activities:
Net income..................................... $ 334 $ 679 $ 561 $ 99 $ 680
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation................................. 26 83 179 45 127
Change in assets and liabilities:
Accounts receivable.......................... (548) (97) (38) (846) (3,029)
Costs billable to clients.................... (132) 111 4 (88) 14
Due from related parties, net................ (327) (219) (427) (184) (960)
Accounts payable and accrued expenses........ 695 (79) 453 914 (319)
Deferred income taxes........................ (1) (3) (8) (5) (3)
------ --------- ---------- --------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES............................... 47 475 724 (65) (3,490)
------ --------- ---------- --------- ----------
Cash flows from investing activities:
Purchases of computer equipment.............. (156) (186) (388) -- (228)
------ --------- ---------- --------- ----------
NET CASH USED IN INVESTING ACTIVITIES...... (156) (186) (388) -- (228)
------ --------- ---------- --------- ----------
Cash flows from financing activities:
Cash receipts and cash disbursements, net...... (165) (808) (1,232) (323) 2,777
Amounts paid by Young & Rubicam Inc............ 274 519 896 388 941
------ --------- ---------- --------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES............................... 109 (289) (336) 65 3,718
------ --------- ---------- --------- ----------
Net change in cash............................... -- -- -- -- --
Cash at beginning of year........................ -- -- -- -- --
------ --------- ---------- --------- ----------
Cash at end of year.............................. $ -- $ -- $ -- $ -- $ --
------ --------- ---------- --------- ----------
------ --------- ---------- --------- ----------
</TABLE>

The accompanying notes are an integral part of these financial statements

F-53
<PAGE>
BRAND DIALOGUE - NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

NOTES TO FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND BASIS OF PRESENTATION

Brand Dialogue - New York (a wholly owned business of Young & Rubicam Inc.)
(the "Company") was organized on April 1, 1996 and provides digital interactive
branding services and digital commerce solutions to its clients. The Company's
primary offerings consist of:

- Web advertising, including the design, creation and production of
websites, banners, home pages and comprehensive interactive campaigns;

- Digital commerce applications;

- The development of corporate intranets to improve communications and
productivity within and among a defined set of users; and

- Interactive marketing consulting services.

The accompanying financial statements include the accounts of Brand Dialogue
- - New York and reflect the historical results of operations, financial position
and cash flows of Brand Dialogue - New York. These financial statements,
however, may not be indicative of the results that would have occurred if Brand
Dialogue - New York operated as a stand-alone entity during the periods
presented, the future results of Brand Dialogue - New York or the costs which
may be incurred by an unaffiliated entity to achieve similar results.

2. SIGNIFICANT ACCOUNTING POLICIES

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 earned and expenses incurred
during the reporting period. While actual results could differ from these
estimates, management believes that the estimates are reasonable. The
significant estimates that affect the financial statements include, but are not
limited to, revenues earned pursuant to Young & Rubicam Inc. multi-disciplinary
global client contracts and corporate overhead allocations.

INTERIM FINANCIAL INFORMATION (UNAUDITED)

In the opinion of management, the unaudited interim financial statements as
of June 30, 1998 and 1999 and for the six months then ended include all
adjustments, which are normal recurring adjustments, necessary for a fair
presentation of such financial statements. The results of operations for the six
months ended June 30, 1999 are not necessarily indicative of the results to be
expected for the full year.

REVENUE RECOGNITION

Revenues from interactive branding and digital commerce solutions are
derived from billings to clients for media and production activities, generally
on the basis of negotiated fees. Revenues are recognized in the period when the
underlying services are rendered.

F-54
<PAGE>
BRAND DIALOGUE - NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
DEPRECIATION

Depreciation is computed using the straight-line method over the estimated
useful life of three years. During the period from April 1, 1996 (inception)
through December 31, 1996, and for the years ended December 31, 1997 and 1998,
depreciation expense amounted to $26, $83, and $179, respectively.

FINANCIAL INSTRUMENTS

The fair values of accounts receivable, trade accounts payable and accrued
expenses are equal to their carrying amounts as reported at December 31, 1996,
1997, and 1998.

CONCENTRATION OF CREDIT RISK

The Company's clients are engaged in various businesses and the Company
performs ongoing credit evaluations of its clients. Additionally, consistent
with the Young & Rubicam Inc. strategy, the Company is dependent upon a
relatively small number of clients who purchase services under short-term
contracts and contribute a significant percentage of revenues. Significant
client revenues as a percentage of total Company revenues are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
PERIOD FROM
APRIL 1, 1996 DECEMBER 31,
(INCEPTION) THROUGH --------------------
DECEMBER 31, 1996 1997 1998
--------------------- --------- ---------
<S> <C> <C> <C>
Client A......................................... 33% 23% 29%
Client B......................................... 0% 0% 13%
Client C......................................... 0% 5% 12%
Client D......................................... 0% 5% 11%
Client E......................................... 28% 15% 6%
Client F......................................... 16% 10% 5%
Client G......................................... 0% 11% 0%
----- --------- ---------
77% 69% 76%
----- --------- ---------
----- --------- ---------
</TABLE>

SEGMENT REPORTING

The Company is centrally managed and operates in one business segment:
digital interactive branding services and digital commerce solutions.

3. CORPORATE OVERHEAD ALLOCATIONS

Young & Rubicam Inc. and its subsidiaries and affiliates provide certain
administrative and corporate services which have been charged to Brand Dialogue
- - New York and are included in the results of operations for the periods
presented. Such services include executive management, information technology,
facilities and key client account management. Costs are allocated on a
proportionate basis as a function of revenues or headcount. These corporate

F-55
<PAGE>
BRAND DIALOGUE - NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

3. CORPORATE OVERHEAD ALLOCATIONS (CONTINUED)
overhead allocations do not necessarily reflect the amount of expenses that
would have been incurred by Brand Dialogue - New York on a stand-alone basis.
The costs of certain financing activities, administrative, and other corporate
functions, which did not benefit Brand Dialogue - New York, were absorbed by
Young & Rubicam Inc.

Management believes that the methodologies used to allocate charges for the
services described above from Young & Rubicam Inc. are reasonable. However, it
is impractical to determine whether such costs are comparable to those that
would have been incurred by the Company on a stand-alone basis.

Charges allocated to Brand Dialogue - New York are summarized as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
PERIOD FROM
APRIL 1, 1996 DECEMBER 31,
(INCEPTION) THROUGH --------------------
DECEMBER 31, 1996 1997 1998
--------------------- --------- ---------
<S> <C> <C> <C>
Compensation, including employee benefits.............. $ 64 $ 133 $ 269
General and administrative............................. 210 386 627
----- --------- ---------
$ 274 $ 519 $ 896
----- --------- ---------
----- --------- ---------
</TABLE>

4. YOUNG & RUBICAM INC. INVESTMENT

Brand Dialogue - New York participates in Young & Rubicam Inc.'s centralized
treasury and cash management system. Cash generated from operations is
transferred to Young & Rubicam Inc. on a daily basis. Cash disbursements for
operations are funded as needed from Young & Rubicam Inc. No interest was
charged or earned on the Company's outstanding balance with Young & Rubicam Inc.

An analysis of the Young & Rubicam Inc. investment activity is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
PERIOD FROM
APRIL 1, 1996 DECEMBER 31,
(INCEPTION) THROUGH --------------------
DECEMBER 31, 1996 1997 1998
------------------- --------- ---------
<S> <C> <C> <C>
Balance at the beginning of the period............. $ -- $ 443 $ 833
Net income......................................... 334 679 561
Corporate overhead allocations..................... 274 519 896
Cash receipts and cash disbursements, net.......... (165) (808) (1,232)
------ --------- ---------
Balance at the end of the period................... $ 443 $ 833 $ 1,058
------ --------- ---------
------ --------- ---------
</TABLE>

5. EMPLOYEE BENEFITS

Substantially all employees of Brand Dialogue - New York are eligible to
participate in the Young & Rubicam Inc. Career Cash Balance Plan (the "Plan").
The benefits under the Plan are

F-56
<PAGE>
BRAND DIALOGUE - NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

(DOLLARS IN THOUSANDS)

5. EMPLOYEE BENEFITS (CONTINUED)
based on, among other things, age at retirement, years of service and salary
levels. Upon retirement, these benefits will be based upon the benefit formula
of the Plan. Benefits are generally paid from funds previously provided to
trustees. Funds are contributed to a trustee as necessary to provide for current
service and for any unfunded projected benefit obligation. To the extent that
these requirements are fully covered by assets on hand, a contribution may not
be made in a particular year. At December 31, 1996, 1997 and 1998, assets were
held in equity securities and fixed income-type securities.

The Plan's net periodic pension cost and the Plan's funded status and
related amounts recognized are determined on a consolidated basis by Young &
Rubicam Inc. and allocated to its subsidiaries and affiliates based on the
number of participants as determined by an actuary. As a result, the components
of the Plan's net periodic pension cost and the actuarial present value of
benefit obligations are not determinable on a subsidiary or affiliate basis and,
therefore, not disclosed separately. The difference between the fair value of
the Plan assets and the projected benefit obligation was ($446), ($615), and
$784 at December 31, 1996, 1997 and 1998, respectively. The Plan's net periodic
pension cost was $5,920, $2,779, and $4,127 for the years ended December 31,
1996, 1997 and 1998, respectively.

The Company provides healthcare benefits to certain active employees. The
cost of providing these benefits, compiled by Young & Rubicam Inc. on an
aggregate basis, is recognized when incurred and has been allocated to Brand
Dialogue - New York as a function of headcount.

Employees of Brand Dialogue - New York participate in an employee savings
plan, sponsored by Young & Rubicam Inc., that qualifies as a defined
contribution plan under section 401(k) of the Internal Revenue Code. Under the
plan, participating employees may defer a portion of their pre-tax earnings up
to the Internal Revenue Service annual contribution limits. The Company matches
100% of each employee's contribution up to a maximum of 5% of the employee's
earnings up to $150.

Certain employees of Brand Dialogue - New York participate in various stock
compensation programs sponsored by Young & Rubicam Inc. Young & Rubicam Inc.
measures compensation cost using the method prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized for its stock plans as the exercise price on the date of
grant approximated the fair value of the common stock.

Charges associated with employee benefits, which are included as a component
of compensation expense, are summarized as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
PERIOD FROM
APRIL 1, 1996 DECEMBER 31,
(INCEPTION) THROUGH --------------------
DECEMBER 31, 1996 1997 1998
--------------------- --------- ---------
<S> <C> <C> <C>
Medical and dental................................. $ 29 $ 58 $ 153
Employee savings plan.............................. 29 58 118
Career cash balance plan........................... 9 17 53
Other.............................................. 25 49 86
----- --------- ---------
$ 92 $ 182 $ 410
----- --------- ---------
----- --------- ---------
</TABLE>

F-57
<PAGE>
BRAND DIALOGUE - NEW YORK

(A WHOLLY OWNED BUSINESS OF YOUNG & RUBICAM INC.)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

6. INCOME TAXES

Brand Dialogue--New York has been included in the consolidated federal
income tax returns and certain state and local income tax returns filed by Young
& Rubicam Inc. or its subsidiaries.

Income taxes have been provided on a separate return basis for all periods
presented. Income taxes payable of $243, $653, and $1,186 as of December 31,
1996, 1997, and 1998, respectively, are included in due from related parties,
net.

The reconciliation of the United States statutory rate to the effective tax
rate is as follows:

<TABLE>
<CAPTION>
PERIOD FROM FOR THE YEARS ENDED
APRIL 1, 1996 DECEMBER 31,
(INCEPTION) THROUGH --------------------
DECEMBER 31, 1996 1997 1998
------------------- --------- ---------
<S> <C> <C> <C>
Percent of Income
Before Income Taxes
United States statutory rate............... 35.0% 35.0% 35.0%
State and local income taxes............... 7.0 7.0 7.0
Travel, entertainment and other
non-deductible expenses.................. 0.3 0.3 0.7
Excess of book over tax
depreciation expense..................... (0.2) (0.4) (0.8)
------ --------- ---------
Effective tax rate............................. 42.1% 41.9% 41.9%
------ --------- ---------
</TABLE>

Brand Dialogue - New York's deferred income tax asset arises from temporary
differences which represent the cumulative deductible or taxable amounts
recorded in the financial statements in different years than recognized in the
tax returns and relate to the excess book over tax depreciation of computer
equipment.

7. ACCRUED EXPENSES

The components of accrued expenses are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
PERIOD FROM
APRIL 1, 1996 DECEMBER 31,
(INCEPTION) THROUGH --------------------
DECEMBER 31, 1996 1997 1998
--------------------- --------- ---------
<S> <C> <C> <C>
Compensation, including benefits............... $ 21 $ 131 $ 165
Information technology services................ -- 35 --
Professional services.......................... -- 118 --
Travel expenses................................ 40 20 --
Deferred income................................ 136 -- --
Other.......................................... -- 106 84
----- --------- ---------
$ 197 $ 410 $ 249
----- --------- ---------
----- --------- ---------
</TABLE>

8. SUBSEQUENT EVENT

The Company has agreed upon the terms of a transaction whereby Young &
Rubicam Inc. will sell certain net assets, as defined, to Luminant Worldwide
Corporation. This transaction is subject to the successful completion of an
initial public offering of the common stock of Luminant.

F-58
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Free Range Media, Inc.:

We have audited the accompanying consolidated balance sheets of Free Range
Media, Inc. (a Washington corporation) and subsidiary as of December 31, 1997
and 1998, and the related consolidated statements of operations, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Free Range Media, Inc. and
subsidiary 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.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 7, 1999

F-59
<PAGE>
FREE RANGE MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------ JUNE 30,
1997 1998 1999
-------------- -------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....................................... $ 5,963 $ 30,397 $ 57,694
Accounts receivable, net of allowance for doubtful accounts of
$47,008, $0, and $60,360 (unaudited).......................... 294,232 734,416 1,442,683
Unbilled revenues............................................... 31,713 96,753 352,252
Prepaid expenses and other...................................... 121,541 36,479 56,092
-------------- -------------- --------------
Total current assets.......................................... 453,449 898,045 1,908,721
PROPERTY AND EQUIPMENT, net....................................... 446,389 798,234 750,356
-------------- -------------- --------------
Total assets.................................................. $ 899,838 $ 1,696,279 $ 2,659,077
-------------- -------------- --------------
-------------- -------------- --------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................................ $ 207,627 $ 118,682 $ 144,739
Customer deposits............................................... 76,061 335,038 209,642
Accrued liabilities............................................. 38,777 613,159 1,064,207
Notes payable................................................... -- 3,212,273 3,297,645
-------------- -------------- --------------
Total liabilities............................................. 322,465 4,279,152 4,716,233

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock: $2.75 par value, 2,400,000 shares authorized,
908,923, 1,359,460, and 1,359,460 (unaudited) shares issued
and outstanding as of 1997, 1998, and 1999.................... 2,488,538 3,727,514 3,727,514
Common stock, voting: no par value, 6,400,000 shares authorized,
6,400,000 shares issued as of 1997 and 1998 and 6,243,408,
6,238,808, and 6,282,208 (unaudited) shares outstanding as of
1997, 1998, and 1999.......................................... 2,424,760 2,672,536 2,894,098
Retained deficit................................................ (4,116,186) (8,759,879) (8,466,574)
Less--Treasury stock at cost, 152,192, 156,792 and 156,792
(unaudited) shares as of 1997, 1998 and 1999.................. (219,739) (223,044) (212,194)
-------------- -------------- --------------
Total stockholders' equity.................................... 577,373 (2,582,873) (2,057,156)
-------------- -------------- --------------
Total liabilities and stockholders' equity.................... $ 899,838 $ 1,696,279 $ 2,659,077
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

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

F-60
<PAGE>
FREE RANGE MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------------- -----------------------------
1996 1997 1998 1998 1999
-------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
REVENUES.......................... $ 2,939,746 $ 1,982,288 $ 3,520,514 $ 1,212,301 $ 4,816,942
COST OF SERVICES.................. 2,016,218 1,641,493 3,248,161 1,277,825 2,896,342
-------------- -------------- -------------- -------------- -------------
GROSS PROFIT...................... 923,528 340,795 272,353 (65,524) 1,920,600
SELLING, GENERAL AND
ADMINISTRATIVE.................. 2,005,332 2,984,957 4,922,329 2,397,947 2,268,433
OTHER INCOME (EXPENSE):
Loss on investment.............. -- -- -- (153,032) --
Interest expense................ (45,196) (107,475) (181,673) (53,206) (172,080)
Gain on sale of affiliate....... -- -- 429,996 -- --
Other (expense) income.......... (48,792) (34,581) 28,422 33,901 (128,435)
-------------- -------------- -------------- -------------- -------------
LOSS BEFORE INCOME TAXES.......... (1,175,792) (2,786,218) (4,373,231) (2,635,808) (648,348)
INCOME TAXES...................... -- -- -- -- --
-------------- -------------- -------------- -------------- -------------
NET LOSS.......................... $ (1,175,792) $ (2,786,218) $ (4,373,231) $ (2,635,808) $ (648,348)
-------------- -------------- -------------- -------------- -------------
-------------- -------------- -------------- -------------- -------------
</TABLE>

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

F-61
<PAGE>
FREE RANGE MEDIA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
--------------------------- --------------------------- RETAINED TREASURY
SHARES AMOUNT SHARES AMOUNT DEFICIT STOCK
------------ ------------- ------------ ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995............ -- $ -- 3,700,000 $ 240,000 $ (154,176) $ (2,487,149)
Issuance of common stock............ -- -- 3,073,940 2,079,759 -- 3,126,357
Exercise of stock options........... -- -- 4,800 (5,506) -- 9,570
Purchase of treasury stock.......... -- -- (533,332) -- -- (850,665)
Equity related compensation......... -- -- -- 10,797 -- --
Net loss............................ -- -- -- -- (1,175,792) --
------------ ------------- ------------ ------------- -------------- --------------
BALANCE, December 31, 1996............ -- -- 6,245,408 2,325,050 (1,329,968) (201,887)
Issuance of preferred stock......... 908,923 2,488,538 -- -- -- --
Exercise of stock options........... -- -- 2,400 (6,674) -- 8,932
Purchase of treasury stock.......... -- -- (4,400) -- -- (26,784)
Equity related compensation......... -- -- -- 106,384 -- --
Net loss............................ -- -- -- -- (2,786,218) --
------------ ------------- ------------ ------------- -------------- --------------
BALANCE, December 31, 1997............ 908,923 2,488,538 6,243,408 2,424,760 (4,116,186) (219,739)
Issuance of preferred stock......... 450,537 1,238,976 -- -- -- --
Purchase of treasury stock.......... -- -- (4,600) -- -- (3,305)
Equity related compensation......... -- -- -- 247,776 -- --
Dividends........................... -- -- -- -- (270,462) --
Net loss............................ -- -- -- -- (4,373,231) --
------------ ------------- ------------ ------------- -------------- --------------
BALANCE, December 31, 1998............ 1,359,460 3,727,514 6,238,808 2,672,536 (8,759,879) (223,044)
Capital contribution (unaudited).... -- -- -- -- 1,113,746 --
Exercise of stock options
(unaudited)....................... -- -- 43,400 -- -- 10,850
Equity related compensation
(unaudited)....................... -- -- -- 221,562 -- --
Dividends (unaudited)............... -- -- -- -- (172,093) --
Net loss (unaudited)................ -- -- -- -- (648,348) --
------------ ------------- ------------ ------------- -------------- --------------
BALANCE, June 30, 1999 (unaudited).... 1,359,460 $ 3,727,514 6,282,208 $ 2,894,098 $ (8,466,574) $ (212,194)
------------ ------------- ------------ ------------- -------------- --------------
------------ ------------- ------------ ------------- -------------- --------------
</TABLE>

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

F-62
<PAGE>
FREE RANGE MEDIA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------- ------------------------
1996 1997 1998 1998 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................... $(1,175,792) $(2,786,218) $(4,373,231) $(2,635,808) $ (648,348)
Adjustments to reconcile net loss to net cash
used in operating activities-
Depreciation............................... 119,271 210,064 324,982 179,174 117,850
Equity related compensation................ 10,797 106,384 247,776 61,944 221,562
Gain on sale of affiliate.................. -- -- (429,996) -- --
Changes in assets and liabilities-
Accounts receivable...................... (61,879) 176,562 (440,184) 310,388 (708,267)
Unbilled revenues........................ 73,519 3,835 (65,040) (246,646) (255,499)
Prepaid expenses and other............... 5,990 235,604 85,061 (79,952) (19,613)
Accounts payable......................... (13,120) 76,342 (88,944) (15,292) 26,057
Customer deposits........................ 6,268 (108,186) 258,977 271,784 (125,396)
Accrued liabilities...................... (597,289) (23,111) 303,920 36,726 278,955
----------- ----------- ----------- ----------- -----------
Net cash used in operating activities.... (1,632,235) (2,108,724) (4,176,679) (2,117,682) (1,112,699)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of capital equipment...... -- -- -- -- 34,216
Capital expenditures......................... (187,003) (282,085) (676,827) (471,609) (104,188)
Investment in affiliate (disposed of in
1998)...................................... -- -- (250,000) -- --
Proceeds from disposition of affiliate....... -- -- 679,996 -- --
----------- ----------- ----------- ----------- -----------
Net cash used in investing activities.... (187,003) (282,085) (246,831) (471,609) (69,972)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayments on) proceeds from notes payable.. (2,534,413) (73,104) 3,212,273 2,583,328 1,199,118
Proceeds from issuance of preferred stock.... -- 2,488,538 1,238,976 -- --
Proceeds from issuance of common stock....... 2,074,253 -- -- -- --
Proceeds from issuance of treasury stock..... 3,135,927 2,258 -- -- 10,850
Purchases of treasury stock.................. (850,665) (26,784) (3,305) -- --
----------- ----------- ----------- ----------- -----------
Net cash provided by financing
activities............................. 1,825,102 2,390,908 4,447,944 2,583,328 1,209,968
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................. 5,864 99 24,434 (5,963) 27,297
CASH AND CASH EQUIVALENTS, beginning of
period....................................... -- 5,864 5,963 5,963 30,397
----------- ----------- ----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period....... $ 5,864 $ 5,963 $ 30,397 $ -- $ 57,694
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
SUPPLEMENTAL INFORMATION:
Cash paid for interest....................... $ 935 $ 101,667 $ 179,032 $ 42,631 $ --
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
NON-CASH FINANCING
Capital contribution from disposition of
subsidiaries............................... $ -- $ -- $ -- $ -- $ 1,113,746
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

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

F-63
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Free Range Media, Inc. and its subsidiary (the "Company") specializes in the
design of World Wide Web pages on the Internet. The Company is a full service
developer of Internet and intranet sites, offering services in four areas:
website design and implementation, hosting, consulting, and maintenance. The
Company's wholly owned subsidiary is Lariat, Inc. The Company was incorporated
in the State of Washington in March 1994.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the assets. The costs
and related accumulated depreciation of property and equipment sold, retired, or
disposed of are removed from the accounts and any gains or losses reflected in
the consolidated statements of operations. Expenditures for major acquisitions
and improvements are capitalized while expenditures for maintenance and repair
costs are expensed as incurred.

INCOME TAXES

Income taxes are accounted for using an asset and liability approach that
requires the recognition of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
The measurement of current and deferred tax liabilities and assets is based on
provisions of the enacted tax law; the effects of future changes in tax laws or
rates are not anticipated. The measurement of deferred tax assets is reduced, if
necessary, by the amount of any tax benefits that, based on available evidence,
is not expected to be realized.

REVENUE RECOGNITION

COST OF SERVICES

Cost of services is comprised primarily of salaries, employee benefits, and
incentive compensation of billable employees and a proportionate share of
depreciation and facilities costs based on the ratio of billable employees to
total employees.

F-64
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
GAIN ON SALE OF AFFILIATE

On September 17, 1998, the Company sold its interest in Free Zone, LLC
("Free Zone") to an unrelated third party for $679,996 and recognized a gain of
$429,996.

ACCOUNTING FOR STOCK BASED COMPENSATION

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board Option No. 25, "Accounting for Stock Issued to
Employees ("APB 25")." The Company has chosen to account for stock-based
compensation using the intrinsic value based method prescribed in APB 25 and
provides the pro forma disclosure provision of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair market value of the Company's stock over the exercise price at the date of
the grant.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relatively short maturity and/or their variable interest
rates.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary. An investment in a company that is
50% owned is accounted for using the equity method. All significant intercompany
transactions and balances have been eliminated.

NEW ACCOUNTING PRONOUNCEMENTS

F-65
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
------ ------------ -------------
<S> <C> <C> <C>
Computers and equipment................................. 3 $ 646,966 $ 1,253,290
Furniture and fixtures.................................. 5 195,678 256,777
Leasehold improvements.................................. 5 20,108 29,512
------------ -------------
862,752 1,539,579

Less- Accumulated depreciation.......................... (416,363) (741,345)
------------ -------------
Property and equipment, net...................... $ 446,389 $ 798,234
------------ -------------
------------ -------------
</TABLE>

Depreciation expense was $119,271, $210,064, and $324,982 for the years
ended December 31, 1996, 1997, and 1998, respectively.

4. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Accrued compensation................................................. $ 36,587 $ 141,385
Accrued dividends.................................................... -- 270,462
Accrued interest..................................................... -- 179,844
Other................................................................ 2,190 21,468
--------- -----------
Accrued liabilities.................................................. $ 38,777 $ 613,159
--------- -----------
--------- -----------
</TABLE>

5. DEBT:

The Company has two notes payable of $3,212,273 as of December 31, 1998,
with related parties with interest at 9.25% and prime plus 1% (8.75% at December
31, 1998). The notes payable are due on demand, have an "open ended" maturity,
and are general obligations of the Company.

6. INCOME TAXES:

The reconciliation of income tax attributable to continuing operations
computed at the U.S. federal statutory tax rates to the effective income tax
rate is as follows:

<TABLE>
<CAPTION>
1996 1997 1998
----- ----- -----
<S> <C> <C> <C>
Tax at U.S. statutory rates....................................... (35)% (35 )% (35 )%
Meals and entertainment........................................... 1% 1% 1%
Net operating loss carryforward................................... 34% 34% 34%
-- -- --
Effective income tax rate......................................... --% --% --%
-- -- --
-- -- --
</TABLE>

F-66
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. INCOME TAXES: (CONTINUED)
Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 and 1998, are shown below.

<TABLE>
<CAPTION>
1997 1998
-------------- --------------
<S> <C> <C>
Deferred tax assets-
Book depreciation in excess of tax depreciation............. $ 12,293 $ 40,883
Accruals.................................................... 26,268 26,268
Net operating loss carryforward............................. 1,332,143 2,832,630
-------------- --------------
Total deferred tax assets..................................... 1,370,704 2,899,781
Deferred tax liabilities-
Other....................................................... (9,293) (9,293)
-------------- --------------
Net deferred tax assets....................................... 1,361,411 2,890,488
Valuation allowance........................................... (1,361,411) (2,890,488)
-------------- --------------
Net deferred tax assets....................................... $ -- $ --
-------------- --------------
-------------- --------------
</TABLE>

The Company's net operating loss carryforwards expire in years 2009 through
2018.

Management periodically reviews the expected realization of the Company's
deferred tax assets and records a valuation allowance, as appropriate, when
existing conditions impact the probability of ultimate realization of the
deferred tax asset. Due to the Company's recurring losses before income taxes,
management believes it is more likely than not that the Company will not realize
the net deferred tax asset. Accordingly, the Company has recorded a valuation
allowance to reflect uncertainties associated with the ultimate realization of
certain deferred tax assets.

7. COMMITMENTS AND CONTINGENCIES:

The Company sponsors 401(k) cash or deferred retirement plans that cover
substantially all of its ongoing employees. The Company has not made matching
contributions.

The Company leases its office facilities under noncancelable operating
leases that expire in January 2005. The leases require the payment of property
taxes, insurance, and maintenance. The Company also has operating lease
agreements related to certain equipment which expire at various dates.

F-67
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
Future minimum lease payments under these leases are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-------------
<S> <C>
1999........................................................................... $ 263,994
2000........................................................................... 274,860
2001........................................................................... 288,512
2002........................................................................... 294,216
2003........................................................................... 297,570
Thereafter..................................................................... 338,834
-------------
Total future minimum lease payments............................................ $ 1,757,986
-------------
-------------
</TABLE>

Rent expense for the years ended December 1996, 1997, and 1998 totaled
$146,212, $255,285, and $279,510, respectively.

In the ordinary course of business, the Company may be subject to legal
actions and claims. Management does not believe litigation or claims will have a
material effect on the Company's financial condition or results of operations.

8. EQUITY INCENTIVE PLANS:

Effective November 1, 1995, the Company approved the 1995 Stock Option Plan
(the "Plan") authorizing the Board of Directors to grant incentive or
nonqualified options to purchase common stock of the Company. Effective April 1,
1998, the Plan was converted into a nonqualified option plan. The Board of
Directors has authorized shares to be issued under the Plan. The Plan is
administered by the Board of Directors, which determines the number of stock
options to be granted, the exercise or purchase price, exercise schedule, and
expiration date of such options.

The exercise price of options qualifying as incentive stock options under
Section 422 of the Internal Revenue Code may not be less than the grant date
fair market value of the common stock. Incentive stock options granted to any
10% stockholder may not be less than 110% of the fair market value of the common
stock on the grant date. Stock options granted under the Plan are
nontransferable and generally expire ten years after the date of grant. Upon the
event that all of the outstanding shares of common stock of the Company are
acquired by an unrelated party, the optionee's exercise schedule shall be
accelerated to provide that optionee with immediate exercisability of fifty
percent of the options granted. All options granted become exercisable over a
five-year period of continued employment.

F-68
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. EQUITY INCENTIVE PLANS: (CONTINUED)
Options outstanding at December 31, 1996, 1997, and 1998, were as follows:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------- ---------------------
<S> <C> <C>
Options outstanding at December 31, 1995..................... 135,550 $ .25
Granted.................................................... 181,750 .25
Exercised.................................................. (4,800) .25
Canceled................................................... (49,250) .25
----------- ---
Options outstanding at December 31, 1996..................... 263,250 .25
Granted.................................................... 336,250 .25
Exercised.................................................. (2,400) .25
Canceled................................................... (205,750) .25
----------- ---
Options outstanding at December 31, 1997..................... 391,350 .25
Granted.................................................... 465,250 .25
Exercised.................................................. -- --
Canceled................................................... (279,450) .25
----------- ---
Options outstanding at December 31, 1998..................... 577,150 $ .25
----------- ---
----------- ---
</TABLE>

The following is summary information about stock options outstanding at
December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------- ------------------------------
<S> <C> <C> <C> <C> <C>
WEIGHTED AVERAGE
NUMBER OF REMAINING WEIGHTED AVERAGE NUMBER OF
EXERCISE PRICES SHARES CONTRACT LIFE EXERCISE PRICE SHARES EXERCISE PRICE
- ----------------- ----------- ------------------------- --------------------- ----------- -----------------
$ .25 577,150 5 $ .25 4,890 $ .25
</TABLE>

Additionally, the Company had 680 and 1,260 options exercisable at December
31, 1996 and 1997. Included in the above options granted during the three years
ended December 31, 1998, were options granted with an exercise price less than
fair market value on the grant date. The Company recognized $10,797, $106,384,
and $247,776 in connection with these stock option grants in compensation
expense for 1996, 1997, and 1998, respectively.

Pro forma information regarding net income has been determined as if the
Company accounted for its stock options under the fair value method of SFAS 123.
The fair value for these options was estimated at the date of grant using a
Black-Scholes option-pricing model with the following assumptions used for 1996:
an exercisable event occurring in five years; risk-free interest rates ranging
from 5.42% to 6.71%; a dividend yield of 0%; a volatility factor of zero; a
weighted-average expected life of five years; and an average Black-Scholes fair
value at the date of grant of $2.44 per option. The assumptions used to price
options granted during 1997 were: an exercisable event occurring in five years;
risk-free interest rates ranging from 5.42% to 5.83%; dividend yield of 0%; a
volatility factor of zero; a weighted-average expected life of five years; and
average Black-Scholes fair value at the date of grant of $2.56 per option. The
assumptions used to price options granted during 1998 were: an exercisable event
occurring in five years; risk-free interest rates ranging from 4.68% to 5.63%; a
dividend yield of 0%; a

F-69
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. EQUITY INCENTIVE PLANS: (CONTINUED)
volatility factor of zero; a weighted-average expected life of five years; and
an average Black-Scholes fair value at the date of grant of $2.56 per option.

Had compensation cost for the Company's stock option plan been determined
based on the fair value at the date of grant consistent with SFAS 123, the
Company's net loss would have been as follows:

<TABLE>
<CAPTION>
1996 1997 1998
-------------- -------------- --------------
<S> <C> <C> <C>
Net loss--As reported......................... $ (1,175,792) $ (2,786,218) $ (4,373,231)
Net loss--Pro forma........................... (1,237,468) (2,819,098) (4,417,297)
</TABLE>

9. EQUITY:

PREFERRED STOCK

The Company's Articles of Incorporation, as amended, authorize the Company
to issue 2,400,000 shares of convertible Class A Preferred Stock ("Preferred
Stock"). In the event of liquidation, each holder of Preferred Stock will be
entitled to receive, as a preferential distribution, $2.75 for each outstanding
share and an amount equal to the accumulated but unpaid dividends, if any, on
such share. If the assets of the Company are insufficient to permit the payment
of full preferential amounts previously described, then all assets of the
Company legally available for distribution to its stockholders will be
distributed ratably among the holders of Preferred Stock.

The holders of Preferred Stock will be entitled to receive, when declared by
the Board of Directors, cumulative preferred dividends in the amount of a
percentage which is equal to the prime lending rate for Key Bank of Washington
multiplied by the par value per year on each share.

Each share of Preferred Stock is convertible into the number of shares of
Common Stock which is equal to $2.75 divided by the conversion price in effect
at the time of the conversion.

The Company has recognized cumulative dividends for the Preferred Stock in
the amount of $270,462.

COMMON STOCK

The Company's Articles of Incorporation, as amended, authorize the Company
to issue 6,400,000 shares of Common Stock having no par value.

10. RELATED-PARTY TRANSACTIONS:

At December 31, 1998, the Company had notes payable to two stockholders
totaling $3,212,273 at December 31, 1998. The notes payable are "open-ended"
loans without set maturity dates.

11. AGREEMENT TO MERGE WITH LUMINANT:

The Company intends to enter into an agreement to be acquired by Luminant.
This acquisition is subject to successful completion of an initial public
offering of the common stock of Luminant.

F-70
<PAGE>
FREE RANGE MEDIA, INC.

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Rule 10-01 of Regulation S-X. Accordingly,
they do not contain all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, the accompanying unaudited financial statements reflect all
adjustments (consisting of only normal recurring adjustments) considered
necessary for a fair presentation of the Company's financial condition as of
June 30, 1999, the results of its operations and its cash flows for the six
months ended June 30, 1998 and 1999. These financial statements should be read
in conjunction with the Company's audited 1998 financial statements, including
the notes thereto. Operating results for the six months ended June 30, 1999, are
not necessarily indicative of the operating results that may be expected for the
year ending December 31, 1999.

B. DEBT:

The Company has notes payable amounting to $3,297,645 as of June 30, 1999,
with related parties, with interest at 9.25%. The notes payable are due on
demand, have an "open-ended" maturity, and are general obligations of the
Company.

C. RELATED-PARTY TRANSACTIONS:

In the six months ended June 30, 1999, approximately 31% of the Company's
revenues were with a customer of which the Company's Chairman of the Board is a
director.

D. DISPOSITION OF SUBSIDIARY:

On June 11, 1999, the Company distributed all the outstanding shares of its
wholly-owned subsidiary, Lariat, Inc., to the Company's shareholders. This
distribution has been treated as a $1.1 million capital contribution to the
Company for the amount of liabilities in excess of assets assumed by the
Company's shareholders. Revenues of Lariat, Inc. for the year ended December 31,
1998 were $216,454 and for the six months ended June 30, 1999 were $67,580.

F-71
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Integrated Consulting, Inc.:

We have audited the accompanying balance sheets of Integrated Consulting,
Inc., dba i.con interactive (a Texas corporation) as of December 31, 1997 and
1998, and the related statements of operations, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Integrated Consulting, Inc.
as of December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 7, 1999

F-72
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ JUNE 30,
1997 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 42,566 $ 8,968 $ 107,800
Accounts receivable, net of allowance for doubtful accounts of $0,
$9,000, and $17,000 (unaudited)....................................... 39,842 209,198 359,545
Deferred income taxes................................................... 11,609 11,886 29,138
Prepaid expenses and other.............................................. 10,677 10,992 10,200
----------- ----------- ------------
Total current assets.................................................. 104,694 241,044 506,683
PROPERTY AND EQUIPMENT, net............................................... 135,453 239,382 364,818
OTHER ASSETS.............................................................. 7,622 17,367 7,367
----------- ----------- ------------
Total assets.......................................................... $ 247,769 $ 497,793 $ 878,868
----------- ----------- ------------
----------- ----------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, including cash overdraft of $0, $74,810, and $0
(unaudited)........................................................... $ 10,762 $ 145,979 $ 178,197
Customer deposits....................................................... 83,164 57,946 --
Accrued liabilities..................................................... 86,240 119,872 259,713
Notes payable........................................................... -- -- 75,428
Current maturities of long-term debt.................................... -- 7,568 16,971
----------- ----------- ------------
Total current liabilities............................................. 180,166 331,365 530,309

LONG-TERM LIABILITIES:
Long-term debt, net of current maturities............................... -- 56,453 102,917
Deferred income taxes................................................... 4,970 7,034 20,968
----------- ----------- ------------
Total liabilities..................................................... 185,136 394,852 654,194
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, Class A, voting: $.01 par value, 10,000,000 shares
authorized, 900,000, 1,000,000, and 1,000,000 (unaudited) issued and
outstanding as of 1997, 1998 and 1999................................. 9,000 10,000 10,000
Common stock, Class B, nonvoting: $.01 par value, 10,000,000 and 0
shares authorized, no shares issued and outstanding as of 1997, 1998
and 1999.............................................................. -- -- --
Additional paid-in capital.............................................. -- 14,000 14,000
Subscription receivable from officers................................... -- (10,000) --
Retained earnings....................................................... 53,633 88,941 200,674
----------- ----------- ------------
Total stockholders' equity............................................ 62,633 102,941 224,674
----------- ----------- ------------
Total liabilities and stockholders' equity............................ $ 247,769 $ 497,793 $ 878,868
----------- ----------- ------------
----------- ----------- ------------
</TABLE>

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

F-73
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
--------------------------------------- ----------------------------
1996 1997 1998 1998 1999
----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
REVENUES:
Trade revenues......................... $ 442,924 $ 848,584 $ 1,715,591 $ 796,314 $ 1,695,803
Barter revenues........................ -- -- 424,900 152,971 211,713
----------- ----------- ------------- ------------- -------------
Total revenues....................... 442,924 848,584 2,140,491 949,285 1,907,516
COST OF SERVICES......................... 132,172 266,774 716,209 267,321 594,050
----------- ----------- ------------- ------------- -------------
GROSS PROFIT............................. 310,752 581,810 1,424,282 681,964 1,313,466
SELLING, GENERAL AND ADMINISTRATIVE...... 314,829 550,312 1,382,744 516,420 1,124,350
OTHER INCOME (EXPENSE):
Interest expense....................... -- -- -- -- (6,919)
Other income........................... -- 8,563 -- -- --
----------- ----------- ------------- ------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES........ (4,077) 40,061 41,538 165,544 182,197
INCOME TAXES............................. (612) 6,009 6,230 31,801 70,464
----------- ----------- ------------- ------------- -------------
NET INCOME (LOSS)........................ $ (3,465) $ 34,052 $ 35,308 $ 133,743 $ 111,733
----------- ----------- ------------- ------------- -------------
----------- ----------- ------------- ------------- -------------
</TABLE>

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

F-74
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
----------------------- ADDITIONAL SUBSCRIPTION
NUMBER OF PAR PAID-IN RECEIVABLE RETAINED
SHARES VALUE CAPITAL FROM OFFICERS EARNINGS
------------ --------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995..................... 900,000 $ 9,000 $ -- $ -- $ 23,046
Net loss..................................... -- -- -- -- (3,465)
------------ --------- ----------- ------------- -----------
BALANCE, December 31, 1996..................... 900,000 9,000 -- -- 19,581
Net income................................... -- -- -- -- 34,052
------------ --------- ----------- ------------- -----------
BALANCE, December 31, 1997..................... 900,000 9,000 -- -- 53,633
Issuance of common stock..................... 100,000 1,000 14,000 (10,000) --
Net income................................... -- -- -- -- 35,308
------------ --------- ----------- ------------- -----------
BALANCE, December 31, 1998..................... 1,000,000 10,000 14,000 (10,000) 88,941
Repayment of subscription receivable
(unaudited)................................ -- -- -- 10,000 --
Net income (unaudited)....................... -- -- -- -- 111,733
------------ --------- ----------- ------------- -----------
BALANCE, June 30, 1999 (unaudited)............. 1,000,000 $ 10,000 $ 14,000 $ -- $ 200,674
------------ --------- ----------- ------------- -----------
------------ --------- ----------- ------------- -----------
</TABLE>

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

F-75
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
--------- ---------- ----------- ---------- -----------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................................. $ (3,465) $ 34,052 $ 35,308 $ 133,743 $ 111,733
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities-
Depreciation and amortization.................... 14,890 28,696 43,547 21,767 34,945
Equity related compensation...................... -- -- 5,000 -- --
Deferred income taxes............................ (7,605) 966 1,787 17,037 15,620
Changes in assets and liabilities-
Accounts receivable............................ 9,597 (38,173) (169,356) 24,719 (150,347)
Prepaid expenses and other..................... (1,093) (1,119) (315) (2,701) 10,992
Other assets................................... (6,222) -- (9,745) (30,235) (19,138)
Accounts payable, including cash overdraft..... 9,309 (2,464) 135,217 (7,139) 32,218
Customer deposits.............................. 63,711 19,453 (25,218) (83,164) (57,946)
Accrued liabilities............................ 18,454 62,111 33,632 30,428 139,841
--------- ---------- ----------- ---------- -----------
Net cash provided by (used in) operating
activities................................. 97,576 103,522 49,857 104,455 117,918
--------- ---------- ----------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................... (69,569) (81,745) (147,476) (27,425) (160,380)
--------- ---------- ----------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (repayments on) notes payable........ -- -- -- -- 75,428
Proceeds from long-term debt....................... -- -- 64,021 -- 64,136
Payments on long-term debt......................... -- -- -- 5,000 (8,270)
Proceeds from subscription receivable.............. -- -- -- -- 10,000
--------- ---------- ----------- ---------- -----------
Net cash provided by financing activities.... -- -- 64,021 5,000 141,294
--------- ---------- ----------- ---------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS........................................ 28,007 21,777 (33,598) 82,030 98,832
CASH AND CASH EQUIVALENTS, beginning of period....... (7,218) 20,789 42,566 42,566 8,968
--------- ---------- ----------- ---------- -----------
CASH AND CASH EQUIVALENTS, end of period............. $ 20,789 $ 42,566 $ 8,968 $ 124,596 $ 107,800
--------- ---------- ----------- ---------- -----------
--------- ---------- ----------- ---------- -----------
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes......................... $ 7,500 $ 6,500 $ 3,800 $ -- $ --
--------- ---------- ----------- ---------- -----------
--------- ---------- ----------- ---------- -----------
Cash paid for interest............................. $ -- $ -- $ -- $ -- $ --
--------- ---------- ----------- ---------- -----------
--------- ---------- ----------- ---------- -----------
NON-CASH TRANSACTIONS:
Issuance of stock for notes receivable............. $ -- $ -- $ 10,000 $ -- $ --
--------- ---------- ----------- ---------- -----------
--------- ---------- ----------- ---------- -----------
</TABLE>

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

F-76
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Integrated Consulting, Inc. ("i.con") specializes in electronic marketing on
the Internet under the trade name "i.con interactive." i.con is a full service
Internet and multimedia development firm focusing on the corporate market
specializing in Internet, extranet, and intranet solutions, corporate
communications, marketing and sales tools, computer-based training, and on-line
marketing.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

i.con considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets. The
costs and related accumulated depreciation of property and equipment sold,
retired, or disposed of are removed from the accounts and any gains or losses
reflected in the statements of operations. Expenditures for major acquisitions
and improvements are capitalized while expenditures for maintenance and repairs
are expensed as incurred.

INCOME TAXES

Income taxes are accounted for using an asset and liability approach that
requires the recognition of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in i.con's financial statements or tax returns. The
measurement of current and deferred tax liabilities and assets are based on
provisions of the enacted tax law. The effects of future changes in tax laws or
rates are not anticipated.

REVENUE RECOGNITION

Revenues associated with hosting services are recognized when the services
are performed.

The Company earned a portion of its 1998 revenue under barter arrangements
with certain customers for website development and maintenance services in
exchange for advertising. The barter transactions are valued at the normal rates
per hour including a minimal discount provision in some instances and with
consideration of the costs of advertising and promotion that would have been
paid to the customers in an ordinary cash transaction. Advertising

F-77
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
expense equal to the amount of barter revenue is recorded in selling, general
and administrative expense.

COST OF SERVICES

Cost of services are comprised primarily of salaries, employee benefits, and
incentive compensation of billable employees, and a proportionate share of
depreciation and facilities costs based on the ratio of billable employees to
total employees.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

i.con's financial instruments have carrying amounts which approximate fair
value due to the relatively short maturity of these instruments.

NEW ACCOUNTING PRONOUNCEMENTS

3. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1996, sales to five customers accounted
for approximately 19%, 19%, 16%, 14%, and 14% of revenues. During the year ended
December 31, 1997, sales to two customers accounted for approximately 13% and
10% of revenues. During the year ended December 31, 1998, sales to one customer
accounted for approximately 12% of revenues.

As of December 31, 1997, accounts receivable from four customers accounted
for approximately 52%, 18%, 13%, and 12% of accounts receivable. As of December
31, 1998, accounts receivable from three customers accounted for approximately
12%, 10%, and 10% of accounts receivable.

F-78
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Computers and equipment.................................... 3-5 $ 145,520 $ 191,149
Furniture and fixtures..................................... 7 28,040 54,248
Autos...................................................... 5 -- 64,021
Leasehold improvements..................................... 7 -- 9,000
Other equipment............................................ 5-7 10,768 13,386
----------- -----------
184,328 331,804
Less--Accumulated depreciation............................. (48,875) (92,422)
----------- -----------
Property and equipment, net.............................. $ 135,453 $ 239,382
----------- -----------
----------- -----------
</TABLE>

Depreciation expense was $14,890, $28,696, and $43,547 for the years ended
December 31, 1996, 1997, and 1998, respectively.

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Sales tax payable.................................................... $ 15,134 $ 59,374
Franchise tax payable................................................ -- 1,097
Accrued compensation................................................. -- 57,062
Other................................................................ 71,106 2,339
--------- -----------
Total accrued liabilities.......................................... $ 86,240 $ 119,872
--------- -----------
--------- -----------
</TABLE>

6. DEBT:

Long-term debt is comprised of the following as of December 31, 1997 and
1998:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Note payable bearing interest at 10.05%, payable in monthly installments
of principal and interest of $1,138 with a balloon payment of $40,007,
maturing December 2001.................................................. $ -- $ 64,021
Less--Current maturities.................................................. -- (7,568)
--------- ---------
Long-term debt............................................................ $ -- $ 56,453
--------- ---------
--------- ---------
</TABLE>

F-79
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. DEBT: (CONTINUED)
Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- -----------------------------------------------------------------------------------
<S> <C>
1999............................................................................... $ 7,568
2000............................................................................... 8,357
2001............................................................................... 48,096
---------
$ 64,021
---------
---------
</TABLE>

7. INCOME TAXES:

Significant components of the provision for income taxes attributable to
continuing operations are as follows:

<TABLE>
<CAPTION>
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Current........................................................ $ 6,993 $ 5,043 $ 4,443
Deferred....................................................... (7,605) 966 1,787
--------- --------- ---------
Total current and deferred..................................... $ (612) $ 6,009 $ 6,230
--------- --------- ---------
--------- --------- ---------
</TABLE>

i.con's effective tax rate is equivalent to the statutory tax rate.

Significant components of i.con's deferred tax liabilities and assets as of
December 31, 1997 and 1998, are shown below:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Deferred tax assets--
Accruals and reserves.................................................................... $ 11,609 $ 11,886
--------- ---------
Deferred tax liabilities--
Tax depreciation in excess of book value................................................. 4,970 7,034
--------- ---------
Net deferred tax assets.................................................................... $ 6,639 $ 4,852
--------- ---------
--------- ---------
</TABLE>

8. COMMITMENTS AND CONTINGENCIES:

i.con sponsors a 401(k) profit sharing plan that covers eligible employees.
Company discretionary contributions to the plan were $22,575, $31,747, and
$39,732 during 1996, 1997, and 1998, respectively.

On January 1, 1999, i.con amended the plan to provide for Company matching
of employee 401(k) contributions in the amount of 50% of employee contributions
up to 6% of an employee's salary. In addition, employees now participate in the
plan after six months of service and vest over a period of four years.

i.con leases its office facility under a noncancelable operating lease which
expires in January 2003. The lease requires the payment of property taxes,
insurance, and maintenance.

F-80
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
i.con also has operating lease agreements related to certain equipment which
expire at various dates.

Future minimum lease payments under operating leases are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1999............................................................................. $ 180,180
2000............................................................................. 180,000
2001............................................................................. 186,000
2002............................................................................. 186,000
2003............................................................................. 7,000
Thereafter....................................................................... --
-----------
Total future minimum lease payments.............................................. $ 739,180
-----------
-----------
</TABLE>

Rent expense for the years ended December 1996, 1997, and 1998 totaled
$18,213, $87,234, and $121,669, respectively.

In the ordinary course of business, i.con may be subject to legal actions
and claims. Management does not believe litigation or claims will have a
material effect on financial position or results of operations.

9. EQUITY INCENTIVE PLAN:

In March 1998, an officer of i.con purchased 100,000 shares of common stock
for $10,000 cash or $.10 per share. At the time of the purchase, i.con
determined the fair market value of the stock to be $.15 per share. A
compensation charge of $5,000 was recorded in conjunction with the purchase of
the common stock.

10. RELATED-PARTY TRANSACTIONS:

At December 31, 1998, i.con had a $5,000 receivable included in prepaid
expenses and other, from one of its stockholders. This receivable bears no
interest and has no stated maturity.

11. AGREEMENT TO MERGE WITH LUMINANT WORLDWIDE CORPORATION:

i.con intends to enter into an agreement to be acquired by Luminant
Worldwide Corporation. This acquisition is subject to successful completion of
an initial public offering of the common stock of Luminant Worldwide
Corporation.

F-81
<PAGE>
INTEGRATED CONSULTING, INC. DBA I.CON INTERACTIVE

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Rule10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation of i.con's financial condition as
of June 30, 1999, the results of its operations, and its cash flows for the six
months ended June 30, 1998 and 1999. These financial statements should be read
in conjunction with i.con's audited 1998 financial statements, including the
notes thereto. Operating results for the six months ended June 30, 1999, are not
necessarily indicative of the operating results that may be expected for the
year ending December 31, 1999.

B. DEBT:

NOTES PAYABLE

i.con has a bank line of credit with a maximum availability of $100,000,
upon which $75,428 was outstanding at June 30, 1999. Interest is at prime plus
1.25% (9.0% at June 30, 1999), and is payable monthly. The line of credit is
automatically renewable annually and is not restricted by any covenants, but is
guaranteed by certain stockholders.

LONG-TERM DEBT

Long-term debt is comprised of the following:

<TABLE>
<CAPTION>
JUNE 30,
1999
-----------
<S> <C>
Note payable bearing interest at 10.05%, payable in monthly installments of
principal and interest of $1,138 with a balloon payment of $40,007, maturing
December 2001.................................................................. $ 59,962
Note payable bearing interest at 8.80%, payable in monthly installments of
principal and interest of $1,227 with a balloon payment of $34,322, maturing
January 2002................................................................... 59,926
-----------
119,888
Less--Current portion............................................................ (16,971)
-----------
Long-term debt................................................................... $ 102,917
-----------
-----------
</TABLE>

F-82
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To InterActive8, Inc.:

We have audited the accompanying balance sheets of InterActive8, Inc. (a New
York S corporation) as of December 31, 1997 and 1998, and the related statements
of operations, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of InterActive8, Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 14, 1999

F-83
<PAGE>
INTERACTIVE8, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JUNE 30,
1997 1998 1999
----------- ------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......................................... $ 90,321 $ 129,573 $ 150,021
Accounts receivable, net of allowance for doubtful accounts of
$30,000, $80,000, and $74,250 (unaudited)........................ 403,949 724,963 1,581,560
State and local tax receivables.................................... 23,000 110,300 110,319
Prepaid expenses and other......................................... 15,296 88,315 63,174
----------- ------------- --------------
Total current assets............................................. 532,566 1,053,151 1,905,074
PROPERTY AND EQUIPMENT, net.......................................... 252,710 314,533 1,056,431

OTHER ASSETS:
Deposits and other................................................. 8,072 71,806 71,850
----------- ------------- --------------
Total assets..................................................... $ 793,348 $ 1,439,490 $ 3,033,355
----------- ------------- --------------
----------- ------------- --------------
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable................................................... $ 91,122 $ 183,698 $ 454,931
Accrued liabilities................................................ 567,011 500,970 3,702,421
Customer deposits.................................................. -- 45,130 --
Notes payable...................................................... -- 232,505 244,756
Current maturities of long-term debt............................... 164,080 700,709 537,394
Deferred Revenue................................................... -- -- 193,303
----------- ------------- --------------
Total current liabilities........................................ 822,213 1,663,012 5,132,805
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities.......................... 13,968 22,599 423,873
----------- ------------- --------------
Total liabilities................................................ 836,181 1,685,611 5,556,678
----------- ------------- --------------
COMMITMENT AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, voting: $0.001 par value, 2,000,000 shares
authorized, 641,567, 962,350 and 962,350 (unaudited) shares
issued and outstanding as of 1997, 1998 and 1999................. 642 962 962
Additional paid-in capital......................................... 358 185,038 185,038
Retained deficit................................................... (43,833) (432,121) (2,709,323)
----------- ------------- --------------
Total stockholders' equity....................................... (42,833) (246,121) (2,523,323)
----------- ------------- --------------
Total liabilities and stockholders' equity....................... $ 793,348 $ 1,439,490 $ 3,033,355
----------- ------------- --------------
----------- ------------- --------------
</TABLE>

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

F-84
<PAGE>
INTERACTIVE8, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------- -----------------------------
1996 1997 1998 1998 1999
------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
REVENUES............................ $ 1,713,303 $ 2,817,894 $ 4,097,448 $ 1,891,275 $ 3,657,094
COST OF SERVICES.................... 1,056,158 1,633,538 2,033,451 1,521,253 4,679,596
------------- ------------- ------------- ------------- --------------
GROSS PROFIT........................ 657,145 1,184,356 2,063,997 370,022 (1,022,502)
SELLING, GENERAL AND
ADMINISTRATIVE.................... 460,300 1,381,853 2,418,844 576,892 1,254,700
------------- ------------- ------------- ------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES... 196,845 (197,497) (354,847) (206,870) (2,277,202)
STATE AND LOCAL INCOME TAXES........ 18,063 43,900 33,441 -- --
------------- ------------- ------------- ------------- --------------
NET INCOME (LOSS)................... $ 178,782 $ (241,397) $ (388,288) $ (206,870) $ (2,277,202)
------------- ------------- ------------- ------------- --------------
------------- ------------- ------------- ------------- --------------
PRO FORMA INCOME TAXES
(UNAUDITED)....................... 52,975 (52,975) -- -- --
------------- ------------- ------------- ------------- --------------
PRO FORMA NET INCOME (LOSS)
(UNAUDITED)....................... $ 125,807 $ (188,422) $ (388,288) $ (206,870) $ (2,277,202)
------------- ------------- ------------- ------------- --------------
------------- ------------- ------------- ------------- --------------
</TABLE>

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

F-85
<PAGE>
INTERACTIVE8, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED
---------------------- PAID-IN EARNINGS
NUMBER AMOUNT CAPITAL (DEFICIT)
--------- ----------- ----------- --------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995.................................... 641,567 $ 642 $ 358 $ 18,782
Net income.................................................. -- -- -- 178,782
--------- ----- ----------- --------------
BALANCE, December 31, 1996.................................... 641,567 642 358 197,564
Net loss.................................................... -- -- -- (241,397)
--------- ----- ----------- --------------
BALANCE, December 31, 1997.................................... 641,567 642 358 (43,833)
Net loss.................................................... -- -- -- (388,288)
Issuance of Common Stock.................................... 320,783 320 184,680 --
--------- ----- ----------- --------------
BALANCE, December 31, 1998.................................... 962,350 962 185,038 (432,121)
Net loss (unaudited)........................................ -- -- -- (2,277,202)
--------- ----- ----------- --------------
BALANCE, June 30, 1999 (unaudited)............................ 962,350 $ 962 $ 185,038 $ (2,709,323)
--------- ----- ----------- --------------
--------- ----- ----------- --------------
</TABLE>

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

F-86
<PAGE>
INTERACTIVE8, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- ----------------------------
1996 1997 1998 1998 1999
------------ ------------ ------------ ------------ --------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................. $ 178,782 $ (241,397) $ (388,288) $ (206,870) $ (2,277,202)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities-
Depreciation and amortization................ 59,598 125,765 178,001 66,455 156,269
Equity related compensation.................. -- -- 135,000 135,000 2,888,659
Changes in assets and liabilities-
Accounts receivable........................ 12,998 (293,714) (321,014) (287,635) (856,598)
State and local tax receivable............. (23,000) -- (87,300) -- --
Prepaid expenses and other................. (47,025) 31,729 (73,019) (4,337) 25,142
Deposits and other......................... (9,413) 1,341 (63,734) (11,542) (44)
Accounts payable........................... (1,846) 24,625 92,576 50,529 271,233
Accrued liabilities........................ (35,581) 551,979 (66,041) 58,173 312,792
Customer deposits.......................... -- -- 45,130 -- (45,130)
Deferred Revenue........................... -- -- -- -- 193,303
------------ ------------ ------------ ------------ --------------
Net cash provided by (used in) operating
activities............................... 134,513 200,328 (548,689) (200,227) 668,424
------------ ------------ ------------ ------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................... (233,722) (70,620) (150,875) (68,446) (898,186)
------------ ------------ ------------ ------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable.................... -- -- 232,505 -- 12,251
Proceeds from long-term debt................... 64,392 (37,246) 514,471 287,215 401,274
Payments on long-term debt..................... (16,570) (32,176) (58,160) (16,523) (163,315)
Proceeds from issuance of common stock......... -- -- 50,000 50,000 --
------------ ------------ ------------ ------------ --------------
Net cash provided by (used in) financing
activities............................... 47,822 (69,422) 738,816 320,692 250,210
------------ ------------ ------------ ------------ --------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................... (51,387) 60,286 39,252 52,019 20,448
CASH AND CASH EQUIVALENTS,
beginning of period............................ 81,422 30,035 90,321 90,321 129,573
------------ ------------ ------------ ------------ --------------
CASH AND CASH EQUIVALENTS,
end of period.................................. $ 30,035 $ 90,321 $ 129,573 $ 142,340 $ 150,021
------------ ------------ ------------ ------------ --------------
------------ ------------ ------------ ------------ --------------
SUPPLEMENTAL INFORMATION:
Cash paid for state and local income taxes..... $ 40,796 $ 44,225 $ 120,741 $ 19,688 $ --
------------ ------------ ------------ ------------ --------------
------------ ------------ ------------ ------------ --------------
Cash paid for interest......................... $ 2,392 $ 4,112 $ 7,457 $ -- $ 13,646
------------ ------------ ------------ ------------ --------------
------------ ------------ ------------ ------------ --------------
NONCASH TRANSACTIONS:
Capital expenditures financed with long-term
debt......................................... $ 39,768 $ 63,838 $ 88,949 $ 93,569 $ 404,226
------------ ------------ ------------ ------------ --------------
------------ ------------ ------------ ------------ --------------
Noncash ownership donation..................... $ -- $ -- $ 135,000 $ -- $ --
------------ ------------ ------------ ------------ --------------
------------ ------------ ------------ ------------ --------------
</TABLE>

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

F-87
<PAGE>
INTERACTIVE8, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

InterActive8, Inc. (the "Company") was formed in 1994 for the purpose of
developing and maintaining Internet websites. The Company is a full-service
interactive marketing agency providing strategy, creative, technical, and media
services.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets. The
costs and related accumulated depreciation of property and equipment sold,
retired or disposed of are removed from the accounts and any gains or losses
reflected in the statements of operations. Expenditures for major acquisitions
and improvements are capitalized, while expenditures for maintenance and repairs
are expensed as incurred.

INCOME TAXES

As a S corporation, the Company pays no federal income tax, but rather the
stockholders are taxed individually on the Company's taxable income or loss.
Accordingly, no provisions for federal income taxes are reflected in the
accompanying financial statements. Provision has been made for state and local
income taxes.

The unaudited pro forma tax information included in the accompanying
statements of operations reflects estimates of the Company's tax provision or
benefit as if it had been a C corporation in fiscal years 1996, 1997, and 1998.
In accordance with SFAS No. 109, "Accounting for Income Taxes," no pro forma
benefit was reflected in 1998 due to the Company's losses and the uncertainty
related to the realization of any tax assets.

REVENUE RECOGNITION

Revenues are recognized for time and materials-based arrangements as
services are performed and fixed fee arrangements on the
percentage-of-completion method. Under this approach, revenues and gross profit
are recognized as the work is performed, based on the ratio of costs incurred to
total estimated costs. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined. Customer deposits
represent the amount of customer payments received in advance of services being
performed.

COST OF SERVICES

Cost of services is comprised primarily of salaries, employee benefits and
incentive compensation of billable employees and a proportionate share of
depreciation and facilities costs based on the ratio of billable employees to
total employees.

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

F-88
<PAGE>
INTERACTIVE8, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relative short maturity and/or their variable interest
rates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, ("SFAS No. 130"), "REPORTING
COMPREHENSIVE INCOME," which is required to be adopted in the period ended
December 31, 1998. SFAS No. 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in the financial statements, and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

3. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1996, sales to three customers accounted
for 26%, 16%, and 12% of revenue. During the year ended December 31, 1997, sales
to three customers accounted for 31%, 21%, and 14% of revenue. During the year
ended December 31, 1998, sales to two customers accounted for 35% and 10% of
revenue. At December 31, 1998, four customers accounted for 43%, 11%, 11%, and
11% of accounts receivable.

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Computers and equipment.................................... 3-7 $ 326,930 $ 494,049
Leasehold improvements..................................... 10 140,455 213,160
----------- -----------
467,385 707,209
Less--Accumulated depreciation............................. (214,675) (392,676)
----------- -----------
Property and equipment, net.............................. $ 252,710 $ 314,533
----------- -----------
----------- -----------
</TABLE>

Depreciation and amortization expense was $59,599, $135,499, and $178,001
for the years ended December 31, 1996, 1997, and 1998, respectively.

F-89
<PAGE>
INTERACTIVE8, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Accrued payroll..................................................... $ 37,679 $ --
Accrued payroll taxes............................................... 15,658 1,414
Consulting agreement................................................ 478,442 414,650
Accrued bonuses..................................................... 2,025 --
Accrued vacation.................................................... 15,825 29,906
Accrued professional fees........................................... 15,751 --
Accrued interest.................................................... -- 55,000
Other............................................................... 1,631 --
----------- -----------
Accrued liabilities............................................... $ 567,011 $ 500,970
----------- -----------
----------- -----------
</TABLE>

6. DEBT:

NOTES PAYABLE

As of December 31, 1998, the Company has available a $250,000 revolving line
of credit (of which $232,505 has been drawn) with a bank. The agreement provides
for interest at a rate of prime plus 1% (8.75% at December 31, 1998). The line
of credit is secured by certain defined assets of the stockholders, including
all personal property and fixtures, and matures during November 1999. In the
event that the line of credit is not renewed, it converts at maturity into an
installment note with a two-year maturity.

At December 31, 1998, the Company negotiated for a term loan of $300,000 to
help finance construction. The term loan has a fixed rate of 8% per annum. There
were no borrowings against this loan as of December 31, 1998. The term loan will
be repayable in 48 monthly installments commencing January 30, 2000. The term
loan is secured by certain defined assets of the stockholders, including all
personal property and fixtures.

LOANS PAYABLE TO STOCKHOLDERS

Loans payable to stockholders are demand obligations and bear interest at 8%
per annum.

Long-term debt is comprised of the following at December 31, 1997 and 1998:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Loans payable to stockholders....................................... $ 123,188 $ 637,659
Equipment financing, non-interest bearing payable in monthly
installments ranging from $175 to $1,695, maturing March 1999
through March 2001, secured by certain equipment.................. 54,860 85,649
----------- -----------
178,048 723,308
Less--Current maturities............................................ (164,080) (700,709)
----------- -----------
$ 13,968 $ 22,599
----------- -----------
----------- -----------
</TABLE>

F-90
<PAGE>
INTERACTIVE8, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. DEBT: (CONTINUED)
Maturities of long-term debt are as follows:

7. COMMITMENTS AND CONTINGENCIES:

The Company adopted a 401(k) plan during 1997. The Company matches employees
contributions up to 2%. During 1998, the Company contributed $23,287. No
contributions were made during 1997.

At December 31, 1998, the Company had entered into a noncancelable operating
lease, expiring October 2008, to lease new office facilities. The leases require
the payment of property taxes, insurance, and maintenance.

Future minimum lease payments are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-------------
<S> <C>
1999........................................................................... $ 184,000
2000........................................................................... 252,000
2001........................................................................... 231,000
2002........................................................................... 252,000
2003........................................................................... 232,500
Thereafter..................................................................... 1,428,750
-------------
Total future minimum lease payments........................................ $ 2,580,250
-------------
-------------
</TABLE>

Rent expense for the years ended December 1996, 1997, and 1998 totaled
$47,274, $39,132, and $49,007, respectively.

In the ordinary course of business, the Company may be subject to legal
actions and claims. Management does not believe litigation or claims will have a
material effect on its financial condition or results of operations.

8. EQUITY INCENTIVE PLANS:

Effective July 1, 1998, the Company approved the 1998 Nonqualified Stock
Option Plan (the "1998 Plan"), authorizing the Board of Directors to grant
nonqualified options to purchase common stock of the Company. The total number
of shares of common stock which may be issued under the 1998 Plan is 237,650.

Under the terms of the 1998 Plan, the Company can offer certain
non-stockholder employees the right to share in the Company's value in the event
the Company goes public or is sold to a third party. These are effectively,
appreciation rights (the "Rights") that do not represent ownership or voting
interests in the Company. Employees, officers, and directors become eligible to
receive Rights six months after the commencement of their employment with the
Company. Rights vest 50% after six months from the grant date and a further 50%
after twelve months from the grant date. Upon a defined event, such as an
initial public offering of stock or a

F-91
<PAGE>
INTERACTIVE8, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. EQUITY INCENTIVE PLANS: (CONTINUED)
sale of the Company, Rights will be converted into a new combination of cash
and/or stock dependent upon the structure of the defined event. Prior to such an
event, the holders of the Rights cannot exercise the appreciation right. The
Rights are nontransferable, and will be forfeited immediately upon an employee's
departure from the Company prior to any defined event.

No Rights were issued prior to 1998. Rights outstanding during 1998, were as
follows:

<TABLE>
<CAPTION>
GRANT NUMBER OF
PRICE RIGHTS
--------- -----------
<S> <C> <C>
Rights outstanding at December 31, 1997................................. --
Granted............................................................... $ 2.50 94,500
Exercised............................................................. --
Canceled.............................................................. --
-----------
Rights outstanding at December 31, 1998................................. 94,500
-----------
-----------
</TABLE>

In February 1998, the Company issued 320,783 shares of common stock to a new
stockholder, for cash consideration of $50,000. The Company estimated the fair
value of this stock at the date of the transaction and recorded compensation
expense of $135,000 for the excess of the fair value over the consideration
received, with a corresponding increase to additional paid-in capital.

9. RELATED-PARTY TRANSACTIONS:

The Company has a consulting agreement with a former stockholder that
provides for monthly payments of $7,000 commencing July 1, 1997, and ending June
30, 2005.

10. AGREEMENT TO MERGE WITH LUMINANT:

The Company intends to enter into an agreement to be acquired by Luminant.
This acquisition is subject to successful completion of an initial public
offering of the common stock of Luminant.

F-92
<PAGE>
INTERACTIVE8, INC.

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Rule 10-01 of Regulation S-X. Accordingly,
they do not contain all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, the accompanying unaudited financial statements reflect all
adjustments (consisting of only normal recurring adjustments) considered
necessary for a fair presentation of the Company's financial condition as of
June 30, 1999, the results of its operations and its cash flows for the six
months ended June 30, 1998 and 1999. These financial statements should be read
in conjunction with the Company's audited 1998 financial statements, including
the notes thereto. Operating results for the six months ended June 30, 1999 are
not necessarily indicative of the operating results that may be expected for the
year ending December 31, 1999. The following discussions may contain
forward-looking statements, which are subject to the risk factors set forth in
"Risk Factors" contained in Item 2.

B. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following:

<TABLE>
<CAPTION>
JUNE 30,
1999
-------------
<S> <C>
Accrued payroll................................................................ $ 121,334
Accrued payroll taxes.......................................................... 8,426
Consulting agreement........................................................... 382,754
Accrued participation rights................................................... 2,888,659
Accrued vacation............................................................... 54,272
Accrued interest............................................................... 82,499
Other.......................................................................... 164,477
-------------
Accrued liabilities.......................................................... $ 3,702,421
-------------
-------------
</TABLE>

C. DEBT:

The Company has a term loan of $300,000 which bears interest at a fixed rate
of 8% per annum payable monthly. Borrowing against this loan was $300,000 at
June 30, 1999. The loan will be repayable in 48 monthly installments commencing
January 2000. The loan is secured by certain defined assets of the stockholders,
including all personal property and fixtures.

D. EQUITY INCENTIVE PLANS:

F-93
<PAGE>
INTERACTIVE8, INC.

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS (CONTINUED)

D. EQUITY INCENTIVE PLANS: (CONTINUED)
ownership or voting interests in the Company. Employees, officers, and directors
become eligible to receive Rights grants six months after the commencement of
their employment with the Company. Rights vest 50% after six months from the
grant date and a further 50% after twelve months from the grant date. Upon a
defined event, such as an initial public offering of stock or a sale of the
Company, these rights will be converted into a new combination of cash and/or
stock dependent upon the structure of the defined event. Prior to such an event,
the holders of the Rights cannot exercise the appreciation right. The Rights are
nontransferable, and will be forfeited immediately upon an employee's departure
from the Company prior to any defined event.

Rights outstanding were as follows:

<TABLE>
<CAPTION>
GRANT NUMBER OF
PRICE RIGHTS
--------- -----------
<S> <C> <C>
Rights outstanding at December 31, 1998................................. 94,500
Granted............................................................... $ 7.00 25,600
Exercised............................................................. --
Canceled.............................................................. 8,050
-----------
Rights outstanding at June 30, 1999..................................... 112,050
-----------
-----------
</TABLE>

The Rights are considered compensatory equity instruments. As the Rights
will be exercisable only upon the occurrence of a defined event, compensation
expense is deferred under fixed plan accounting. The date the event is first
considered likely to occur, a compensation charge for the cumulative
appreciation in the Rights should be recognized. The Company believes that the
condition for recognition has been met and has recognized a $2,888,659 cost of
services charge during the six months ended June 30, 1999, for the cumulative
appreciation in the Rights. Compensation expense recognized during the six
months ended June 30, 1999, is equal to the difference between the estimated
fair market value of the Company stock at June 30, 1999, and the exercise price.
The estimated fair market value is based on the per share value to be received
from the Luminant transaction.

F-94
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Multimedia Resources, LLC:

We have audited the accompanying balance sheets of Multimedia Resources, LLC
(a New York limited liability company) as of December 31, 1997 and 1998, and the
related statements of operations, members' 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Multimedia Resources, LLC as
of December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
April 30, 1999

F-95
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ JUNE 30,
1997 1998 1999
----------- ----------- ------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents............................................... $ 100,824 $ 120,903 $ 339,751
Accounts receivable..................................................... 581,346 125,998 353,957
Unbilled revenues....................................................... 21,450 22,502 --
Prepaid expenses and other.............................................. 16,293 5,044 12,906
----------- ----------- ------------
Total current assets.................................................. 719,913 274,447 706,614
PROPERTY AND EQUIPMENT, net............................................... 72,206 58,886 54,284
OTHER ASSETS.............................................................. 12,315 13,045 13,045
----------- ----------- ------------
Total assets.......................................................... $ 804,434 $ 346,378 $ 773,943
----------- ----------- ------------
----------- ----------- ------------
LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES:
Accounts payable........................................................ $ 118,652 $ 17,136 $ 66,944
Accrued liabilities..................................................... 231,021 155,202 212,193
Customer deposits....................................................... -- -- --
----------- ----------- ------------
Total liabilities......................................................... 349,673 172,338 279,137
COMMITMENTS AND CONTINGENCIES
MEMBERS' EQUITY........................................................... 454,761 174,040 494,806
----------- ----------- ------------
Total liabilities and members' equity................................. $ 804,434 $ 346,378 $ 773,943
----------- ----------- ------------
----------- ----------- ------------
</TABLE>

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

F-96
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------------- ----------------------------
1996 1997 1998 1998 1999
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
REVENUES............................. $ 1,928,189 $ 3,476,221 $ 2,068,255 $ 1,351,514 $ 1,628,501
COST OF SERVICES..................... 985,282 2,437,132 1,755,896 1,152,830 888,730
------------- ------------- ------------- ------------- -------------
GROSS PROFIT......................... 942,907 1,039,089 312,359 198,684 739,771
SELLING, GENERAL AND
ADMINISTRATIVE..................... 420,406 536,503 275,199 131,287 282,352
INTEREST INCOME...................... 737 4,576 6,319 5,039 2,305
------------- ------------- ------------- ------------- -------------
NET INCOME........................... $ 523,238 $ 507,162 $ 43,479 $ 72,436 $ 459,724
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
PRO FORMA INCOME TAX (UNAUDITED)..... 209,295 202,865 9,847 1,389 183,890
------------- ------------- ------------- ------------- -------------
PRO FORMA NET INCOME (UNAUDITED)..... $ 313,943 $ 304,297 $ 33,632 $ 71,047 $ 275,834
------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- -------------
</TABLE>

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

F-97
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

STATEMENTS OF MEMBERS' EQUITY

<TABLE>
<S> <C>
BALANCE, December 31, 1995....................................................... $ 125,626
Distributions to members....................................................... (201,265)
Net income..................................................................... 523,238
---------
BALANCE, December 31, 1996....................................................... 447,599
Distributions to members....................................................... (500,000)
Net income..................................................................... 507,162
---------
BALANCE, December 31, 1997....................................................... 454,761
Distributions to members....................................................... (324,200)
Net income..................................................................... 43,479
---------
BALANCE, December 31, 1998....................................................... 174,040
Distributions to members (unaudited)........................................... (138,958)
Net income (unaudited)......................................................... 459,724
---------
BALANCE, June 30, 1999 (unaudited)............................................... $ 494,806
---------
---------
</TABLE>

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

F-98
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
------------------------------------ ------------------------
1996 1997 1998 1998 1999
----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................... $ 523,238 $ 507,162 $ 43,479 $ 72,436 $ 459,724
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation.............................. 4,939 10,521 17,496 8,748 8,748
Changes in assets and liabilities-
Accounts receivable..................... (516,353) (11,784) 455,348 176,934 (227,959)
Unbilled revenues....................... -- 2,118 (1,052) 21,450 22,502
Prepaid expenses and other.............. (2,720) (13,573) 11,249 13,583 (7,862)
Other assets............................ (5,045) (6,875) (730) -- --
Accounts payable........................ 131,311 (12,659) (101,516) 47,251 49,808
Accrued liabilities..................... 62,882 167,477 (75,819) 75,486 56,991
Customer deposits....................... -- -- -- -- --
----------- ----------- ---------- ----------- -----------
Net cash provided by operating
activities............................ 198,252 642,387 348,455 415,888 361,952
----------- ----------- ---------- ----------- -----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital expenditures.......................... (13,212) (68,732) (4,176) -- (4,146)
----------- ----------- ---------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to members...................... (201,265) (500,000) (324,200) (184,998) (138,958)
----------- ----------- ---------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS................................... (16,225) 73,655 20,079 230,890 218,848
CASH AND CASH EQUIVALENTS,
beginning of period........................... 43,394 27,169 100,824 100,824 120,903
----------- ----------- ---------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period........ $ 27,169 $ 100,824 $ 120,903 $ 331,714 $ 339,751
----------- ----------- ---------- ----------- -----------
----------- ----------- ---------- ----------- -----------
</TABLE>

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

F-99
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Multimedia Resources, LLC (the "Company"), a New York limited liability
company, was organized effective March 31, 1995. Using the Internet as its
primary platform, the company specializes in business development, relationship
building, development and implementation of marketing and media programs, and
technology innovation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the assets. The costs
and related accumulated depreciation of property and equipment sold, retired, or
disposed of are removed from the accounts and any gains or losses reflected in
the statements of operations. Expenditures for major acquisitions and
improvements are capitalized while expenditures for maintenance and repairs are
expensed as incurred.

INCOME TAXES

As a limited liability company, the Company pays no federal income tax, but
rather its members are taxed individually on the Company's taxable income or
loss. Accordingly, no provisions for federal income taxes are reflected in the
accompanying financial statements.

REVENUE RECOGNITION

COST OF SERVICES

F-100
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts that approximate
fair value due to their relative short maturity and/or their variable interest
rates.

NEW ACCOUNTING PRONOUNCEMENTS

3. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1996, sales to one customer accounted for
52% of revenues. During the year ended December 31, 1997, sales to two customers
accounted for 77% of revenues. During the year ended December 31, 1998, sales to
one customer accounted for 34% of revenues.

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
--------- ---------- ----------
<S> <C> <C> <C>
Computers and equipment....................................................... 3-5 $ 47,930 $ 52,106
Furniture and fixtures........................................................ 5-7 41,301 41,301
---------- ----------
89,231 93,407
Less--Accumulated depreciation................................................ (17,025) (34,521)
---------- ----------
Property and equipment, net................................................. $ 72,206 $ 58,886
---------- ----------
---------- ----------
</TABLE>

Depreciation expense was $4,939, $10,521, and $17,496 for the years ended
December 31, 1996, 1997, and 1998, respectively.

F-101
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Profit sharing plan contribution........................................................ $ 116,010 $ 150,344
Accrued bonuses......................................................................... 104,400 --
Other................................................................................... 10,611 4,858
----------- -----------
Accrued liabilities................................................................... $ 231,021 $ 155,202
----------- -----------
----------- -----------
</TABLE>

6. COMMITMENTS AND CONTINGENCIES:

The Company sponsors a profit sharing and money purchase plan that covers
employees who are at least 21 years old and have at least one year of service
with the Company. Contributions to the profit sharing plan are at the discretion
of the Company. The Company contributes 4.8% of employees' compensation to the
money purchase plan. Contributions to the plans were $63,744, $116,010, and
$150,344 during 1996, 1997, and 1998, respectively.

The Company leases its office facilities under noncancelable operating
leases which expire in January 2002. The leases require the payment of property
taxes, insurance, and maintenance. The Company also has operating lease
agreements related to certain equipment which expire at various dates. Rent
expense for the years ended December 1996, 1997, and 1998, totaled $2,945,
$54,939, and $77,468, respectively. Future minimum lease payments are as
follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1999............................................................................. $ 78,401
2000............................................................................. 82,242
2001............................................................................. 85,538
2002............................................................................. 7,203
2003............................................................................. --
Thereafter....................................................................... --
-----------
Total future minimum lease payments.............................................. $ 253,384
-----------
-----------
</TABLE>

7. AGREEMENT TO MERGE WITH LUMINANT:

The Company intends to enter into an agreement to be acquired by Luminant.
This acquisition is subject to successful completion of an initial public
offering of the common stock of Luminant.

F-102
<PAGE>
MULTIMEDIA RESOURCES, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions from Rule 10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation of the Company's financial
condition as of June 30, 1999, the results of its operations and its cash flows
for the six months ended June 30, 1998 and 1999. These financial statements
should be read in conjunction with the Company's audited 1998 financial
statements, including the notes thereto. Operating results for the six months
ended June 30, 1999, are not necessarily indicative of the operating results
that may be expected for the year ending December 31, 1999.

F-103
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Potomac Partners Management Consulting, LLC:

We have audited the accompanying balance sheets of Potomac Partners
Management Consulting, LLC (a Delaware limited liability company) as of December
31, 1997 and 1998, and the related statements of operations, members' equity,
and cash flows for the period from inception (November 10, 1997), to December
31, 1997, and for the year 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Potomac Partners Management
Consulting, LLC as of December 31, 1997 and 1998, and the results of its
operations and its cash flows for the period from inception (November 10, 1997),
to December 31, 1997, and for the year ended December 31, 1998, in conformity
with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 5, 1999

F-104
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JUNE 30,
1997 1998 1999
----------- ------------- --------------
<S> <C> <C> <C>
(UNAUDITED)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents.......................................... $ 164,503 $ 892,336 $ 951,795
Accounts receivable, net of allowance for doubtful accounts of
$37,400, $132,400, and $225,880 (unaudited)...................... 51,437 683,797 2,430,354
Unbilled revenues.................................................. 185,300 420,353 --
Prepaid expenses and other......................................... 934 24,015 74,886
----------- ------------- --------------
Total current assets............................................. 402,174 2,020,501 3,457,035
PROPERTY AND EQUIPMENT, net.......................................... 24,523 51,288 72,735
----------- ------------- --------------
Total assets..................................................... $ 426,697 $ 2,071,789 $ 3,529,770
----------- ------------- --------------
----------- ------------- --------------

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES:
Accounts payable................................................... $ -- $ 175,170 $ 815,423
Accrued liabilities................................................ 129,699 2,142,854 8,592,752
----------- ------------- --------------
Total liabilities................................................ 129,699 2,318,024 9,408,175

COMMITMENTS AND CONTINGENCIES

MEMBERS' EQUITY...................................................... 296,998 (246,235) (5,878,405)
----------- ------------- --------------
Total liabilities and members' equity............................ $ 426,697 $ 2,071,789 $ 3,529,770
----------- ------------- --------------
----------- ------------- --------------
</TABLE>

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

F-105
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

STATEMENTS OF OPERATIONS

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

F-106
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

STATEMENTS OF MEMBERS' EQUITY

<TABLE>
<S> <C>
BALANCE, November 10, 1997 (inception)......................................... $ --

Capital contributions-
Issuance of member units at stated value................................... 600,000
Members' notes in lieu of cash contributions............................... (300,000)
-----------
Net capital contributions................................................ 300,000

Net loss..................................................................... (3,002)
-----------
BALANCE, December 31, 1997..................................................... 296,998
Capital contributions-
Issuance of member units at stated value................................... 337,500
Members' notes in lieu of cash contributions............................... (100,000)
Payments on notes from members............................................. 300,000
-----------
Net capital contributions................................................ 537,500

Redemption of member units................................................... (35,492)
Net loss..................................................................... (1,045,241)
-----------
BALANCE, December 31, 1998..................................................... (246,235)

Capital contributions-
Issuance of member units at stated value (unaudited)....................... 382,300
Members' notes in lieu of cash contributions (unaudited)................... (85,900)
Payments on notes from members (unaudited)................................. 100,000
-----------
Net capital contributions (unaudited).................................... 396,400

Redemption of member units (unaudited)....................................... (608,112)
Net loss (unaudited)......................................................... (5,420,460)
-----------
BALANCE, June 30, 1999 (unaudited)............................................. $(5,878,407)
-----------
-----------
</TABLE>

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

F-107
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM INCEPTION FOR THE
(NOVEMBER 10, 1997) FOR THE SIX MONTHS ENDED
TO YEAR ENDED JUNE 30,
DECEMBER 31, DECEMBER 31, ---------------------------
1997 1998 1998 1999
-------------------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................... $ (3,002) $ (1,045,241) $ (18,694) $ (5,420,460)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities-
Depreciation and amortization............. 205 25,528 12,860 12,823
Equity related compensation............... -- 1,503,000 -- 5,825,590
Changes in assets and liabilities-
Accounts receivable..................... (51,437) (632,360) (826,481) (2,211,752)
Unbilled revenues....................... (185,300) (235,053) 170,300 420,353
Prepaid expenses and other.............. (934) (23,082) (44,259) (64,995)
Accounts payable........................ -- 175,170 37,364 687,973
Accrued liabilities..................... 129,699 510,155 477,917 632,086
---------- -------------- ----------- --------------
Net cash provided by (used in)
operating activities................ (110,769) 278,117 (190,993) (118,382)
---------- -------------- ----------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................ (24,728) (52,292) (34,630) (34,270)
---------- -------------- ----------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions....................... 300,000 537,500 238,562 396,402
Redemption of member units.................. -- (35,492) -- (184,291)
---------- -------------- ----------- --------------
Net cash provided by financing
activities.......................... 300,000 502,008 238,562 212,111
---------- -------------- ----------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS..... 164,503 727,833 12,939 59,459
CASH AND CASH EQUIVALENTS, beginning of
period...................................... -- 164,503 164,503 892,336
---------- -------------- ----------- --------------
CASH AND CASH EQUIVALENTS, end of period...... $ 164,503 $ 892,336 $ 177,442 $ 951,795
---------- -------------- ----------- --------------
---------- -------------- ----------- --------------
SUPPLEMENTAL INFORMATION:
Issuance of member units for notes
receivable.................................. $ 300,000 $ 100,000 $ -- $ 85,900
---------- -------------- ----------- --------------
---------- -------------- ----------- --------------
</TABLE>

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

F-108
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Potomac Partners Management Consulting, LLC (the "Company") specializes in
electronic commerce and Internet related consulting services. The Company offers
consulting services in three primary areas: business and strategy, program
management, and application design. The Company was formed in the State of
Delaware on November 10, 1997.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the assets. The costs
and related accumulated depreciation of property and equipment sold, retired, or
disposed of are removed from the accounts and any gains or losses are reflected
in the statement of operations. Expenditures for major acquisitions and
improvements are capitalized while expenditures for maintenance and repairs are
expensed as incurred.

INCOME TAXES

As a limited liability company, the Company pays no federal income tax, but
rather the members are taxed individually on the Company's taxable income.
Accordingly, no provisions for federal income taxes are reflected in the
accompanying financial statements.

The unaudited pro forma tax information included in the accompanying
statements of operations reflect estimates of the Company's tax provision or
benefit as if it had been a C corporation in fiscal years 1997 and 1998. In
accordance with SFAS No. 109, "Accounting for Income Taxes," no pro forma tax
benefit was reflected due to the Company's recurring losses and the uncertainty
related to the realization of any tax assets.

REVENUE RECOGNITION

Revenues are recognized on the percentage-of-completion method. Under this
approach, revenues and gross profit are recognized as the work is performed,
based on the ratio of costs incurred to total estimated costs. Unbilled revenues
on contracts are comprised of labor costs incurred, plus earnings on certain
contracts which have not been billed. Provisions for losses are recorded in the
period such items are identified.

COST OF SERVICES

Cost of services are comprised primarily of salaries, employee benefits, and
incentive compensation of billable employees and a proportionate share of
depreciation and facilities costs based on the ratio of billable employees to
total employees.

ACCOUNTING FOR PARTICIPATION APPRECIATION RIGHTS AND MEMBER APPRECIATION RIGHTS

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows

F-109
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
either adoption of a fair value based method of accounting for stock-based
compensation or continuation under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). The Company has chosen to
account for stock-based compensation using the intrinsic value based method
prescribed in APB 25 and to provide the pro forma disclosure provision of SFAS
123.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to the relatively short maturity of these instruments.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 ("SFAS No. 130"), "REPORTING
COMPREHENSIVE INCOME," which is required to be adopted in the year ended
December 31, 1998. SFAS No. 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in the financial statements, and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

3. SIGNIFICANT CUSTOMERS:

During the period from inception (November 10, 1997) through December 31,
1997, sales to two customers accounted for 48% and 46% of revenue. During the
year ended December 31, 1998, sales to the Company's four largest customers
accounted for 26%, 18%, 17%, and 13% of revenue.

As of December 31, 1998, accounts receivable from the Company's four largest
customers accounted for 26%, 24%, 17%, and 15% of total accounts receivable.

F-110
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

Less- Accumulated depreciation.................................................... (205) (25,733)
--------- ---------
Property and equipment, net................................................ $ 24,523 $ 51,288
--------- ---------
--------- ---------
</TABLE>

Depreciation expense was $205 and $25,528 for the years ended December 31,
1997 and 1998.

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
----------- -------------
<S> <C> <C>
Member bonus payable.............................................. $ 72,300 $ 485,332
Employee bonus payable............................................ 3,100 100,000
Participation appreciation rights................................. -- 1,503,000
Other............................................................. 54,299 54,522
----------- -------------
Accrued liabilities........................................... $ 129,699 $ 2,142,854
----------- -------------
----------- -------------
</TABLE>

6. COMMITMENTS AND CONTINGENCIES:

The Company sponsors a profit sharing plan (the "Plan") that covers
employees who are at least 21 years old and have at least one hour of service
with the Company. Contributions to the Plan are at the discretion of the
Company. There were no contributions to the Plan during 1997 and 1998.

7. EQUITY INCENTIVE PLANS:

PARTICIPATION APPRECIATION RIGHTS

The Company offers all non-member professionals the right to share in the
Company's value in the event the Company consummates an initial public offering
or is sold to a third party. These appreciation rights (the "Non-Member Rights")
do not represent ownership or voting interests or membership in the Company. The
Non-Member Rights are awarded at the time an employee signs an employment offer
letter from the Company and at various points during employment based on
performance. Upon a defined event, such as an initial public offering of stock
or a sale of the Company, these rights will be converted into a new combination
of cash

F-111
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. EQUITY INCENTIVE PLANS: (CONTINUED)
and/or securities (options, stock, restricted stock) dependent upon the
structure of the defined event. Prior to such an event, the holders of the
rights have no rights to exercise the instruments. The Non-Member Rights are
nontransferable, and will be forfeited immediately upon an employee's departure
from the Company prior to any defined event.

<TABLE>
<CAPTION>
RANGE OF NUMBER OF
GRANT PRICES RIGHTS
--------------- -----------
<S> <C> <C>
Rights outstanding at inception (November 10, 1997)................................ --
Granted.......................................................................... $0.33 90,000
Exercised........................................................................ --
Canceled......................................................................... --
-----------
Rights outstanding at December 31, 1997............................................ 90,000
Granted.......................................................................... $1.00-$4.05 223,500
Exercised........................................................................ --
Canceled......................................................................... --
-----------
Rights outstanding at December 31, 1998............................................ 313,500
-----------
-----------
</TABLE>

The Non-Member Rights are considered compensatory equity instruments. As the
Non-Member Rights will be exercisable only upon the occurrence of a defined
event, compensation expense is deferred under fixed plan accounting. The date
the event is first considered likely to occur, a compensation charge for the
cumulative appreciation in the Non-Member Rights should be recognized. The
Company believes that the condition for recognition has been met and has
recognized a $1,503,000 cost of services charge during 1998 for the cumulative
appreciation in the Non-Member Rights.

Compensation expense recognized during 1998 is equal to the increase in the
estimated fair market value of the Company's units since date of grant
multiplied by the total number of rights outstanding. The estimated fair market
value was based upon capital transactions during 1998.

MEMBER APPRECIATION RIGHTS

The Company grants member appreciation rights ("Member Rights") to its
members upon the acquisition of a membership interest in the Company and during
the year based on performance. The Member Rights vest ratably over a three-year
period. The grant price of each Member Right is equal to the estimated fair
market value of each member unit on the date of grant. Upon a defined event,
such as an initial public offering of stock or a sale of the Company, these
Member Rights will be converted into a new combination of cash and/or securities
(options, stock, restricted stock) dependent upon the structure of the defined
event. Prior to such an event, the holders of the rights have no rights to
exercise the instruments. The Member Rights are nontransferable, and will be
forfeited upon a member's departure from the Company prior to any defined event.

F-112
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. EQUITY INCENTIVE PLANS: (CONTINUED)
Member Rights outstanding during 1997 and 1998, were as follows:

<TABLE>
<CAPTION>
RANGE OF NUMBER OF
GRANT PRICES RIGHTS
------------- -----------
<S> <C> <C>
Rights outstanding at inception (November 10, 1997)................ --
Granted.......................................................... --
Exercised........................................................ --
Canceled......................................................... --
-----------
Rights outstanding at December 31, 1997............................ --
Granted.......................................................... $ 6.50 33,716
Exercised........................................................ --
Canceled......................................................... --
-----------
Rights outstanding at December 31, 1998............................ 33,716
-----------
-----------
</TABLE>

The Member Rights are considered compensatory equity instruments. As the
vested Member Rights will be exercisable only upon the occurrence of a defined
event, compensation expense is deferred under fixed plan accounting. The date
the event is first considered likely to occur, a compensation charge for the
cumulative appreciation in the Member Rights should be recognized. The Company
recognized no charge during 1998 as these Member Rights were granted in December
1998 and none were vested.

8. RELATED-PARTY TRANSACTIONS:

At December 31, 1997, the Company had interest-bearing notes receivable from
two of its members totaling $150,000 each. At December 31, 1998, the Company had
a $100,000 interest-bearing note receivable from one of its members. All notes
bear interest at 6% annually and have a term of twelve months. All notes were
related to members' capital contributions and have been recorded as an offset to
members' equity. The Company recognized interest income of $18,000 during 1998.

At December 31, 1997 and 1998, the Company's accrued expenses included
employee expenses of $53,236 and $4,646, respectively.

9. SUBSEQUENT EVENTS:

Effective January 1, 1999, certain of the Company's Members (the "Exiting
Members") dissolved their interest in the Company to form a new Limited
Liability Company called Potomac Ventures, LLC. Their interest was dissolved by
the transfer of 45% of the aggregate net assets of the Company to the Exiting
Members in exchange for the Exiting Member's units in the Company. There is no
co-ownership between the companies; however, they share the same Advisory Board
(as defined).

The Company and Potomac Ventures, LLC, entered into a cross services
agreement during 1999, whereby the two companies agree to share certain
administrative services.

10. AGREEMENT TO MERGE WITH LUMINANT:

The Company intends to enter into an agreement to be acquired by Luminant.
This acquisition is subject to the successful completion of an initial public
offering of the common stock of Luminant.

F-113
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to and Rule10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation of the Company's financial
condition as of June 30, 1999, the results of its operations and its cash flows
for the six months ended June 30, 1998 and 1999. These financial statements
should be read in conjunction with the Company's audited 1998 financial
statements, including the notes thereto. Operating results for the six months
ended June 30, 1999 are not necessarily indicative of the operating results that
may be expected for the year ending December 31, 1999.

B. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following:

<TABLE>
<CAPTION>
JUNE 30,
1999
-------------
<S> <C>
Member bonus payable........................................................... $ 734,250
Employee bonus payable......................................................... 302,633
Participation appreciation rights.............................................. 7,328,590
Other.......................................................................... 227,279
-------------
Accrued liabilities........................................................ $ 8,592,752
-------------
-------------
</TABLE>

C. EQUITY INCENTIVE PLANS:

PARTICIPATION APPRECIATION RIGHTS

F-114
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

C. EQUITY INCENTIVE PLANS: (CONTINUED)
instruments. The Non-Member Rights are nontransferable, and will be forfeited
immediately upon an employee's departure from the Company prior to any defined
event.

<TABLE>
<CAPTION>
RANGE OF NUMBER OF
GRANT PRICES RIGHTS
-------------- -----------
<S> <C> <C>
Rights outstanding at December 31, 1998.......................... 313,500
Granted........................................................ $ 6.84-$7.58 23,932
Exercised...................................................... --
Canceled....................................................... $ 1.00-$2.85 (144,000)
-------------- -----------
Rights outstanding at June 30, 1999.............................. 193,432
-----------
-----------
</TABLE>

The Non-Member Rights are considered compensatory equity instruments. As the
Non-Member Rights will be exercisable only upon the occurrence of a defined
event, compensation expense is deferred under fixed plan accounting. The date
the event is first considered likely to occur, a compensation charge for the
cumulative appreciation in the Non-Member Rights should be recognized. The
Company believes that the condition for recognition has been met and has
recognized $4,369,335 as a cost of services charge during 1999 for the
cumulative appreciation in the Non-Member Rights.

Compensation expense recognized during 1999 is equal to the increase in the
estimated fair market value of the Company's units since date of grant
multiplied by the total number of rights outstanding. The estimated fair market
value is based on the per share value to be received from the Luminant
transaction.

MEMBER APPRECIATION RIGHTS

The Company grants member appreciation rights ("Member Rights") to its
members on admission into the Company ownership and during the year based on
performance. The Member Rights vest ratably over a three-year period. The grant
price of each Member Right is equal to the estimated fair market value of each
member unit on the date of grant. Upon a defined event, such as an initial
public offering of stock or a sale of the Company, these Member Rights will be
converted into a new combination of cash and/or securities (options, stock,
restricted stock) dependent upon the structure of the defined event.

Prior to such an event, the holders of the rights have no rights to exercise
the instruments. The Member Rights are nontransferable, and will be forfeited
immediately upon a member's departure from the Company prior to any defined
event.

<TABLE>
<CAPTION>
RANGE OF NUMBER OF
GRANT PRICES RIGHTS
-------------- -----------
<S> <C> <C>
Rights outstanding at December 31, 1998.............................................. 33,716
Granted............................................................................ $ 6.50-$7.58 171,422
Exercised.......................................................................... --
Canceled........................................................................... --
-----------
Rights outstanding at June 30, 1999.................................................. 205,138
-----------
-----------
</TABLE>

F-115
<PAGE>
POTOMAC PARTNERS MANAGEMENT CONSULTING, LLC

(A LIMITED LIABILITY COMPANY)

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

C. EQUITY INCENTIVE PLANS: (CONTINUED)
The Member Rights are considered compensatory equity instruments. As the
vested Member Rights will be exercisable only upon the occurrence of a defined
event, compensation expense is deferred under fixed plan accounting. The date
the event is first considered likely to occur, a compensation charge for the
cumulative appreciation in the Member Rights should be recognized. The Company
believes that the condition for recognition has been met and has recognized
$1,456,255 cost of service charge during 1999 for the cumulative appreciation in
Member Rights. Compensation expense recognized during 1999 is equal to the
increase in the estimated fair market value of the Company's units since the
date of the grant multiplied by the total number of rights outstanding. The
estimated fair market value is based on the per share value to be received from
the Luminant transaction.

D. EQUITY:

Effective January 1, 1999, certain of the Company's members (the "Exiting
Members") dissolved their interest in the Company to form a new Limited
Liability Company called Potomac Venturers LLC. Their interest was dissolved by
the transfer of 45% of the aggregate net assets of the Company (approximately
$600,000) to the Exiting Members in exchange for the Exiting Members' units in
the Company. There is no co-ownership between the companies; however, they share
the same Advisory Board (as defined).

The Company and Potomac Ventures, LLC entered into a cross services
agreement during 1999, whereby the two companies agree to share certain
administrative services.

E. RELATED-PARTY TRANSACTIONS:

At June 30, 1999, the Company had a $85,900 interest-bearing note receivable
from one of its members. The note bears interest at 6% annually and has a term
of 12 months. The note relates to members' capital contributions and has been
recorded as an offset to members' equity.

F-116
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To RSI Group, Inc.:

We have audited the accompanying consolidated balance sheets of RSI Group,
Inc. (a Texas S corporation) and subsidiaries as of December 31, 1997 and 1998,
and the related consolidated statements of operations, 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of RSI Group, 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.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 8, 1999

F-117
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- JUNE 30,
1997 1998 1999
------------- ------------- -------------
<S> <C> <C> <C>
(UNAUDITED)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................................... $ 13,726 $ 30,495 $ 35,819
Accounts receivable, net of allowance for doubtful accounts of
$129,978, $199,065, and $191,460 (unaudited).................... 2,880,383 3,147,714 2,336,999
Unbilled revenues................................................. 40,868 76,542 82,629
Employee and other receivables.................................... 83,860 58,047 106,408
Prepaid expenses and other........................................ 99,773 112,739 107,929
------------- ------------- -------------
Total current assets............................................ 3,118,610 3,425,537 2,669,784
PROPERTY AND EQUIPMENT, net......................................... 248,942 325,377 277,761
OTHER ASSETS:
Goodwill, net of accumulated amortization of $2,950, $38,250 and
$47,100 (unaudited)............................................. 67,671 36,967 19,267
Other............................................................. 97,549 148,280 177,754
------------- ------------- -------------
Total assets.................................................... $ 3,532,772 $ 3,936,161 $ 3,144,566
------------- ------------- -------------
------------- ------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable, including cash overdraft of $299,751, $429,461,
and $270,960 (unaudited)........................................ $ 492,088 $ 540,866 $ 503,369
Accrued liabilities............................................... 254,403 279,997 524,566
Notes payable..................................................... 1,530,990 1,750,712 988,482
Current maturities of long-term debt.............................. 82,512 62,184 68,880
------------- ------------- -------------
Total current liabilities....................................... 2,359,993 2,633,759 2,085,297
LONG-TERM LIABILITIES:
Long-term debt, net of current maturities......................... 6,693 36,259 --
------------- ------------- -------------
Total liabilities............................................... 2,366,686 2,670,018 2,085,297
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST................................................... 90,183 168,310 100,970
STOCKHOLDERS' EQUITY:
Common stock, voting: $.20 par value, 175,000 shares authorized
and issued, 162,351 shares outstanding as of 1997, 1998 and 1999
(unaudited)..................................................... 35,000 35,000 35,000
Additional paid-in capital........................................ 222,268 222,268 952,268
Retained earnings................................................. 1,026,028 1,047,958 178,424
Less--Treasury stock; at cost, 12,649 shares at 1997, 1998 and
1999 (unaudited)................................................ (207,393) (207,393) (207,393)
------------- ------------- -------------
Total stockholders' equity...................................... 1,075,903 1,097,833 958,299
------------- ------------- -------------
Total liabilities and stockholders' equity...................... $ 3,532,772 $ 3,936,161 $ 3,144,566
------------- ------------- -------------
------------- ------------- -------------
</TABLE>

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

F-118
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
-------------- -------------- -------------- ------------- -------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES......................... $ 16,133,004 $ 15,723,685 $ 16,926,779 $ 8,460,573 $ 6,638,707
COST OF SERVICES................. 11,663,140 11,649,968 12,271,093 6,141,247 4,802,973
-------------- -------------- -------------- ------------- -------------
GROSS PROFIT..................... 4,469,864 4,073,717 4,655,686 2,319,326 1,835,734
SELLING, GENERAL AND
ADMINISTRATIVE................. 4,104,567 3,744,606 4,252,682 2,170,776 2,599,947
INTEREST EXPENSE................. 122,043 142,773 169,178 69,012 47,320
MINORITY INTEREST................ -- 108,767 161,896 11,886 (21,999)
-------------- -------------- -------------- ------------- -------------
NET INCOME (LOSS)................ $ 243,254 $ 77,571 $ 71,930 $ 67,652 $ (789,534)
-------------- -------------- -------------- ------------- -------------
-------------- -------------- -------------- ------------- -------------
PRO FORMA INCOME TAXES (BENEFIT)
(UNAUDITED).................... 87,109 27,716 28,477 26,783 (265,994)
-------------- -------------- -------------- ------------- -------------
PRO FORMA NET INCOME
(UNAUDITED).................... $ 156,145 $ 49,855 $ 43,453 $ 40,869 $ (523,540)
-------------- -------------- -------------- ------------- -------------
-------------- -------------- -------------- ------------- -------------
</TABLE>

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

F-119
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED TREASURY
STOCK CAPITAL EARNINGS STOCK
--------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995.................................. $ 35,000 $ 50,083 $ 1,015,203 $ (196,370)
Purchase of treasury stock................................ -- -- -- (11,023)
Equity related compensation............................... -- 172,185 -- --
Dividends................................................. -- -- (90,000) --
Net income................................................ -- -- 243,254 --
--------- ----------- ------------- ------------
BALANCE, December 31, 1996.................................. 35,000 222,268 1,168,457 (207,393)
Dividends................................................. -- -- (220,000) --
Net income................................................ -- -- 77,571 --
--------- ----------- ------------- ------------
BALANCE, December 31, 1997.................................. 35,000 222,268 1,026,028 (207,393)
Dividends................................................. -- -- (50,000) --
Net income................................................ -- -- 71,930 --
--------- ----------- ------------- ------------
BALANCE, December 31, 1998.................................. 35,000 222,268 1,047,958 (207,393)
Dividends (unaudited)..................................... -- -- (80,000) --
Equity related compensation (unaudited)................... -- 730,000 -- --
Net loss (unaudited)...................................... -- -- (789,534) --
--------- ----------- ------------- ------------
BALANCE, June 30, 1999 (unaudited).......................... $ 35,000 $ 952,268 $ 178,424 $ (207,393)
--------- ----------- ------------- ------------
--------- ----------- ------------- ------------
</TABLE>

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

F-120
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, JUNE 30,
---------------------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
1996 1997 1998 1998 1999
------------ ------------ ------------ ------------ ------------

<CAPTION>
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)......................... $ 243,254 $ 77,571 $ 71,930 $ 67,652 $ (789,534)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities-
Depreciation and amortization........... 56,754 84,884 158,148 81,699 73,227
Minority interest, net of payments
made.................................. -- 108,767 78,127 19,477 (67,340)
Equity related compensation............. 172,185 -- -- -- 730,000
Changes in assets and liabilities-
Accounts receivable................... (270,359) (137,137) (267,331) 168,830 810,715
Unbilled revenues..................... 13,364 (11,085) (35,674) (7,258) (6,087)
Employee and other receivables........ 8,969 (37,701) 25,813 15,709 (48,361)
Prepaid expenses and other............ (48,644) 30,276 (12,966) (30,193) 4,810
Other assets.......................... (27,481) (47,186) (55,327) (19,811) (29,474)
Accounts payable, including cash
overdraft........................... 174,865 96,991 48,778 (8,100) (37,497)
Accrued liabilities................... 10,473 81,795 25,594 2,111 244,569
------------ ------------ ------------ ------------ ------------
Net cash provided by operating
activities........................ 333,380 247,175 37,092 290,116 885,028
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures...................... (66,472) (178,754) (199,283) (139,003) (7,911)
------------ ------------ ------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (repayments) from notes payable,
net..................................... (59,548) 176,857 219,722 (163,164) (762,230)
Proceeds from long-term debt.............. -- -- 124,403 88,619 --
Payments on long-term debt................ (64,260) (53,629) (115,165) (42,373) (29,563)
Purchases of treasury stock............... (11,023) -- -- -- --
Dividends................................. (90,000) (220,000) (50,000) -- (80,000)
------------ ------------ ------------ ------------ ------------
Net cash provided by (used in)
financing activities.............. (224,831) (96,772) 178,960 (116,918) (871,793)
------------ ------------ ------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS............................... 42,077 (28,351) 16,769 34,195 5,324
CASH AND CASH EQUIVALENTS, beginning of
period.................................... -- 42,077 13,726 13,726 30,495
------------ ------------ ------------ ------------ ------------
CASH AND CASH EQUIVALENTS, end of period.... $ 42,077 $ 13,726 $ 30,495 $ 47,921 $ 35,819
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
SUPPLEMENTAL INFORMATION:
Cash paid for interest.................... $ 122,043 $ 130,773 $ 170,229 $ 89,418 $ 58,269
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
</TABLE>

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

F-121
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

RSI Group, Inc. (the "Company") is a professional data processing services
company incorporated in the State of Texas on October 26, 1984. The primary
activity of the Company is to provide data processing personnel to other
companies on a consulting and contract staffing basis. The Company is an S
corporation for federal income tax purposes and, accordingly, acts as a
flow-through entity for the Company's stockholders.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and all majority owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated. At December 31, 1998, the Company owns 80% of
a Texas limited liability company, Resource Solutions International ("RSI")
East, LLC, and has three other wholly owned subsidiaries.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is computed using
the straight-line method over the assets' estimated useful lives. The costs and
related accumulated depreciation of property and equipment sold, retired, or
disposed of are removed from the accounts and any gains or losses reflected in
the consolidated statements of operations. Repair and maintenance costs that do
not extend the useful life of the asset are charged to expense as incurred.

GOODWILL

Goodwill represents the excess of the aggregate consideration paid by the
Company in excess of the carrying value of the minority interests acquired.
Goodwill is amortized on a straight-line basis over two years. Amortization
expense totaled $2,950 and $35,300 in 1997 and 1998, respectively.

INCOME TAXES

As an S corporation, the Company pays no federal income tax, but rather the
stockholders are taxed individually on the Company's taxable income or loss.
Accordingly, no provision for federal income tax is reflected in the
accompanying consolidated financial statements.

The unaudited pro forma federal income tax information included in the
accompanying consolidated statements of operations reflect estimates of the
Company's tax provision as if it had been a C corporation in fiscal years 1996,
1997, and 1998.

F-122
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
MINORITY INTEREST

Minority interest represents the accumulated undistributed earnings
attributable to the minority owners of consolidated subsidiaries.

REVENUE RECOGNITION

Revenue for professional services is recognized at the time such services
are rendered.

COST OF SERVICES

Cost of services are comprised primarily of salaries, employee benefits, and
incentive compensation of billable employees.

ACCOUNTING FOR EQUITY BASED COMPENSATION

The Company has granted minority interests in its consolidated subsidiaries
to certain management personnel. At the time of grant, the Company recorded
compensation expense for the fair value of the minority interest with
corresponding credits to additional paid-in capital. In addition, in 1996 the
Company had an equity participation plan, which has been replaced with the
minority interest participation discussed above. Compensation expense was
recorded in 1996 for the appreciation in equity value under this plan.

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in accordance 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relative short maturity and/or their variable interest
rates.

NEW ACCOUNTING PRONOUNCEMENTS

F-123
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. SIGNIFICANT CUSTOMERS:

During 1996, sales to two customers accounted for 21% and 18% of revenues.
During 1997, sales to three customers accounted for 28%, 17%, and 10% of
revenues. During 1998, sales to two customers accounted for 34% and 13% of
revenues.

As of December 31, 1998, two customers accounted for approximately 39% and
11% of trade accounts receivable.

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
------ ------------ ------------
<S> <C> <C> <C>
Computers and equipment...................................................... 3 $ 366,261 $ 544,743
Furniture and fixtures....................................................... 5 356,511 377,312
------------ ------------
722,772 922,055
Less- Accumulated depreciation............................................... (473,830) (596,678)
------------ ------------
Property and equipment, net........................................... $ 248,942 $ 325,377
------------ ------------
------------ ------------
</TABLE>

Depreciation expense during 1996, 1997, and 1998 was $56,754, $81,934, and
$122,848, respectively.

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
----------- -----------
<S> <C> <C>
Accrued vacation.................................................... $ 153,851 $ 184,076
Other............................................................... 100,552 95,921
----------- -----------
Accrued liabilities........................................... $ 254,403 $ 279,997
----------- -----------
----------- -----------
</TABLE>

6. DEBT:

The Company's note payable consists of a bank line of credit, in the amount
of $2,400,000, upon which $1,530,990 and $1,750,712 was drawn at December 31,
1997 and 1998. The line of credit is renewable annually on June 15, and contains
several restrictive covenants, the most restrictive of which requires the
Company to maintain certain financial ratios related to total debt, tangible net
worth, and working capital. At December 31, 1998, the Company was in compliance
with or had obtained waivers for all debt covenants. Management believes that
the Company will be able to refinance the line of credit under similar terms.
Advances on the line of credit are limited to 75% of the accounts receivable
that are less than 90 days past the invoice date, and are secured by accounts
receivable and other assets of the Company. Certain stockholders have guaranteed
the line of credit. Interest is payable monthly at 1.25% above prime, or 9.0% at
December 31, 1998. Commitment fees of one-half of one percent (.5%) per annum of
the average unused line of credit for the preceding quarter are paid quarterly.

F-124
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. DEBT: (CONTINUED)

The Company's long-term debt consists of a term loan from a bank and debt
payable to a former minority interest holder. The term loan was obtained on July
8, 1998, to finance certain equipment and furniture purchases. The note is
secured by all equipment and furniture owned by the Company and is guaranteed by
certain stockholders. Principle and interest is payable monthly with the final
payment due on July 8, 2000. Interest is at 1.25% above prime, or 9.0% at
December 31, 1998.

Debt related to the former minority interest holder originated on November
30, 1997, in connection with the repurchase of a minority interest in a
subsidiary by the Company. The debt was non-interest bearing and was paid in
1998.

Debt at December 31, 1997 and 1998, are comprised of the following:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Term loan.............................................................. $ -- $ 98,443
Loan from former minority interest holder.............................. 89,205 --
--------- ---------
Total debt....................................................... 89,205 98,443
Less- Current maturities............................................... (82,512) (62,184)
--------- ---------
Long-term debt................................................... $ 6,693 $ 36,259
--------- ---------
--------- ---------
</TABLE>

7. COMMITMENTS AND CONTINGENCIES:

The Company maintains a defined contribution retirement plan for employees
who have at least one year of continuous service. The Plan entitles employees to
make pre-tax contributions to the Plan and the Company to make contributions at
the discretion of the Board of Directors. No Company contributions were made in
1996, 1997, or 1998.

The Company leases office space and equipment under several different
operating lease arrangements for terms ranging from one to five years. At
December 31, 1998, the Company was committed under noncancelable operating
leases which extend beyond 1998 as follows:

<TABLE>
<S> <C>
1999............................................................. $ 230,298
2000............................................................. 173,088
2001............................................................. 69,345
2002............................................................. 40,337
2003............................................................. 25,496
Thereafter....................................................... --
---------
Total future minimum lease payments.............................. $ 538,564
---------
---------
</TABLE>

Rental expense related to operating leases was $192,238, $272,567, and
$295,351 in 1996, 1997, and 1998, respectively.

In the ordinary course of business the Company may be subject to legal
actions and claims. Management does not believe litigation or claims will have a
material effect on the financial position or results of operations.

F-125
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. EQUITY INCENTIVE PLANS:

During 1996, certain management personnel participated in the Company's
Equity Sharing Unit Plan (the "Equity Plan"). Under the Equity Plan employees
were given the opportunity to participate in the earnings and appreciation of
the Company through periodic cash distributions and increases in the value of
their equity units. In 1996, the Company recorded expense related to the plan of
$273,435. The non-cash portion of this expense related to the appreciation of
the equity units was recorded as a credit to additional paid-in capital. The
Equity Plan was terminated on December 31, 1996, and the participants exchanged
their units in the Equity Plan for minority interests in the Company's
subsidiaries.

In 1997, the Company reacquired certain minority interests in exchange for a
loan payable in the amount of $89,205. In 1998, the Company reacquired certain
minority interests for $7,400.

9. SUBSEQUENT EVENT:

In January 1999, the Company merged all of its subsidiaries into a single
legal entity and provided a minority shareholder and employee with a 20%
interest in the resulting subsidiary. The Company recorded compensation expense
of approximately $730,000 related to this event in 1999. Concurrent with the
minority interest grant, the buyout provisions of the minority interest
agreement were amended such that upon a sale of the Company, the minority owner
will exchange his minority interest for 20% of the sale proceeds.

10. AGREEMENT TO MERGE WITH LUMINANT:

The Company intends to enter into an agreement to be acquired by Luminant.
This acquisition is subject to the successful completion of an initial public
offering of the common stock of Luminant.

F-126
<PAGE>
RSI GROUP, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED JUNE 30, 1998 AND 1999 FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION:

The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions from Rule 10-01 of Regulation S-X.
Accordingly, they do not contain all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments (consisting of only normal recurring adjustments)
considered necessary for a fair presentation of the Company's financial
condition as of June 30, 1999, the results of its operations and its cash flows
for the six months ended June 30, 1998 and 1999. These financial statements
should be read in conjunction with the Company's audited 1998 financial
statements, including the notes thereto. Operating results for the six months
ended June 30, 1999, are not necessarily indicative of the operating results
that may be expected for the year ending December 31, 1999.

B. SIGNIFICANT CUSTOMERS:

During the six months ended June 30, 1999, sales to two customers accounted
for 44% and 11% of revenues.

C. DEBT:

The Company's note payable consists of a bank line of credit, in the amount
of $2,400,000, upon which $988,482 was drawn at June 30, 1999. The line of
credit is renewable annually on June 15, and contains several restrictive
covenants, the most restrictive of which requires the Company to maintain
certain financial ratios related to total debt, tangible net worth, and working
capital. At June 30, 1999, the Company was in compliance with or had obtained
waivers for all debt covenants. Management believes that the Company will be
able to refinance the line of credit under similar terms. Advances on the line
of credit are limited to 75% of the accounts receivable that are less than 90
days past the invoice date, and are secured by accounts receivable and other
assets of the Company. Certain stockholders have guaranteed the line of credit.
Interest is payable monthly at 1.25% above prime, or 9.0% at June 30, 1999.
Commitment fees of one-half of one percent (.5%) per annum of the average unused
line of credit for the preceding quarter are paid quarterly.

D. EQUITY INCENTIVE PLANS:

F-127
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Fifth Gear Media Corporation:

We have audited the accompanying balance sheets of Fifth Gear Media
Corporation (a Delaware corporation) as of December 31, 1997 and 1998, and the
related statements of operations, stockholders' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fifth Gear Media Corporation
as of December 31, 1997 and 1998, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 21, 1999

F-128
<PAGE>
FIFTH GEAR MEDIA CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1997 1998
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................................. $ 22,796 $ 153,031
Accounts receivable, net of allowance for doubtful accounts of $5,694 and $12,283..... 39,074 202,120
Deferred income taxes................................................................. 1,936 4,176
----------- -----------
Total current assets.............................................................. 63,806 359,327
PROPERTY AND EQUIPMENT, net............................................................. 22,649 77,723
DEFERRED INCOME TAXES................................................................... 19,641 --
OTHER ASSETS............................................................................ 3,004 3,020
----------- -----------
Total assets...................................................................... $ 109,100 $ 440,070
----------- -----------
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable...................................................................... $ 535 $ 2,692
Customer deposits..................................................................... 12,000 --
Accrued liabilities................................................................... 27,837 168,927
Current portion of long-term debt..................................................... 98,662 59,070
----------- -----------
Total current liabilities......................................................... 139,034 230,689
LONG-TERM DEBT, net of current portion.................................................. -- 83,214
DEFERRED INCOME TAXES................................................................... -- 10,818
----------- -----------
Total liabilities................................................................. 139,034 324,721
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock: $.001 par value, 5,000,000 shares authorized, 1,942,293 shares issued
and outstanding as of December 31, 1997 and 1998.................................... 1,942 1,942
Retained (deficit) earnings........................................................... (31,876) 113,407
----------- -----------
Total liabilities and stockholders' equity........................................ $ 109,100 $ 440,070
----------- -----------
----------- -----------
</TABLE>

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

F-129
<PAGE>
FIFTH GEAR MEDIA CORPORATION

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------
1997 1998
----------- -------------
<S> <C> <C>
REVENUES.............................................................................. $ 289,450 $ 1,226,989
COST OF SERVICES...................................................................... 138,784 602,572
----------- -------------
GROSS PROFIT.......................................................................... 150,666 624,417
SELLING, GENERAL AND ADMINISTRATIVE................................................... 127,012 401,688
OTHER INCOME (EXPENSE):
Interest expense.................................................................... (6,077) (6,103)
Interest income..................................................................... -- --
Other income........................................................................ -- --
----------- -------------
INCOME BEFORE INCOME TAXES............................................................ 17,577 216,626
INCOME TAXES.......................................................................... 5,994 71,343
----------- -------------
NET INCOME............................................................................ $ 11,583 $ 145,283
----------- -------------
----------- -------------
</TABLE>

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

F-130
<PAGE>
FIFTH GEAR MEDIA CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------------------- RETAINED
NUMBER OF (DEFICIT)
SHARES PAR VALUE EARNINGS
------------ ----------- -----------
<S> <C> <C> <C>
BALANCE, December 31, 1996................................................. 1,899,901 $ 1,900 $ (43,459)
Issuance of stock........................................................ 42,392 42 --
Net income............................................................... -- -- 11,583
------------ ----------- -----------
BALANCE, December 31, 1997................................................. 1,942,293 1,942 (31,876)
Net income............................................................... -- -- 145,283
------------ ----------- -----------
BALANCE, December 31, 1998................................................. 1,942,293 $ 1,942 $ 113,407
------------ ----------- -----------
------------ ----------- -----------
</TABLE>

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

F-131
<PAGE>
FIFTH GEAR MEDIA CORPORATION

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
------------------------
1997 1998
---------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................................ $ 11,583 $ 145,283
Adjustments to reconcile net income to net cash provided by operating activities--
Depreciation...................................................................... 5,320 25,460
Deferred income taxes............................................................. 5,994 28,219
Changes in assets and liabilities--
Accounts receivable............................................................. (39,074) (163,046)
Other assets.................................................................... (3,004) (16)
Accounts payable................................................................ 535 2,157
Customer deposits............................................................... 12,000 (12,000)
Accrued liabilities............................................................. 21,691 141,090
---------- ------------
Net cash provided by operating activities....................................... 15,045 167,147
---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................................. (19,687) (80,534)
---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock............................................................ 42 --
Payments on long-term debt............................................................ (19,737) (56,378)
Proceeds from long-term debt.......................................................... 14,000 100,000
---------- ------------
Net cash (used in) provided by financing activities............................. (5,695) 43,622
---------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.................................... (10,337) 130,235
CASH AND CASH EQUIVALENTS, beginning of period.......................................... 33,133 22,796
---------- ------------
CASH AND CASH EQUIVALENTS, end of period................................................ $ 22,796 $ 153,031
---------- ------------
---------- ------------
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes............................................................ $ -- $ 7,500
---------- ------------
---------- ------------
Cash paid for interest................................................................ $ 8,546 $ 6,103
---------- ------------
---------- ------------
</TABLE>

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

F-132
<PAGE>
FIFTH GEAR MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Fifth Gear Media Corporation (the "Company"), a Delaware corporation, was
organized effective May 17, 1995. Using the Internet as its primary platform,
the Company designs, develops, and maintains complex electronic commerce
websites. The areas of focus include business-to-consumer and
business-to-business applications.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets. The
costs and related accumulated depreciation of property and equipment sold,
retired, or disposed of are removed from the accounts and any gains or losses
reflected in the statement of operations. Expenditures for major acquisitions
and improvements are capitalized while expenditures for maintenance repairs are
expensed as incurred.

INCOME TAXES

REVENUE RECOGNITION

Revenues are recognized for time and materials based arrangements as
services are performed and fixed fee arrangements on the
percentage-of-completion method. Under this approach, revenues are recognized as
the work is performed, based on the ratio of costs incurred to total estimated
costs. Customer deposits represent the amount of customer payments received in
advance of services being performed.

COST OF SERVICES

ACCOUNTING FOR STOCK BASED COMPENSATION

F-133
<PAGE>
FIFTH GEAR MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
continuation under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"). The Company has chosen to account for
stock-based compensation using the intrinsic value based method prescribed in
APB 25 and provide the pro forma disclosure provision of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair market value of the Company's stock over the exercise price at the date of
the grant.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relative short maturity and/or their variable interest
rates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130 ("SFAS No. 130") "Reporting Comprehensive
Income," which is required to be adopted in the year ended December 31, 1998.
SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statements, and (b)
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

3. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1997, sales to three customers accounted
for approximately 53%, 21%, and 11% of revenues. During the year ended December
31, 1998, sales to one customer accounted for approximately 67% of revenues.

As of December 31, 1998, accounts receivable from two customers accounted
for 70% and 14% of accounts receivable.

F-134
<PAGE>
FIFTH GEAR MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
----------- --------- -----------
<S> <C> <C> <C>
Computers and equipment..................................... 3-5 $ 27,414 $ 105,808
Furniture and fixtures...................................... 5 1,623 3,763
--------- -----------
29,037 109,571
Less-- Accumulated depreciation............................. (6,388) (31,848)
--------- -----------
Property and equipment, net............................. $ 22,649 $ 77,723
--------- -----------
--------- -----------
</TABLE>

Depreciation expense was $5,320 and $25,460 for the years ended December 31,
1997 and 1998.

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Payroll tax payable.................................................. $ 4,517 $ 14,631
Sales tax payable.................................................... 2,603 18,688
Employee payable..................................................... 10,397 49,632
Accrued payroll...................................................... -- 35,273
Accrued bonuses...................................................... -- 10,213
Other................................................................ 10,320 40,490
--------- -----------
Total accrued liabilities........................................ $ 27,837 $ 168,927
--------- -----------
--------- -----------
</TABLE>

6. DEBT:

Long-term debt is comprised of the following as of December 31, 1997 and
1998:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1997 1998
---------- -----------
<S> <C> <C>
Note payable to a stockholder, bearing interest at 6%, due on
demand............................................................ $ 98,662 $ 43,444
Note payable to a bank bearing interest at prime plus 1.25%, (9% at
December 31,1998) payable in monthly installments of principal and
interest of $2,085, maturing December 2003; secured by personal
guaranty of the majority owner.................................... -- 98,840
---------- -----------
98,662 142,284
Less-- Current maturities........................................... (98,662) (59,070)
---------- -----------
Long-term debt...................................................... $ -- $ 83,214
---------- -----------
---------- -----------
</TABLE>

F-135
<PAGE>
FIFTH GEAR MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. DEBT: (CONTINUED)
Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ---------------------------------------------------------------------------------
<S> <C>
1999............................................................................. $ 59,070
2000............................................................................. 18,404
2001............................................................................. 20,130
2002............................................................................. 22,019
2003............................................................................. 22,661
-----------
Total............................................................................ $ 142,284
-----------
-----------
</TABLE>

Total interest expense on the debt obligations was $6,077 and $6,103 for the
years ended December 31, 1997 and 1998, respectively.

7. INCOME TAXES:

Significant components of the provision for income taxes attributable to
continuing operations are as follows:

<TABLE>
<CAPTION>
1997 1998
--------- ---------
<S> <C> <C>
Current................................................................. $ -- $ 43,124
Deferred................................................................ 5,994 28,219
--------- ---------
Total current and deferred.............................................. $ 5,994 $ 71,343
--------- ---------
--------- ---------
</TABLE>

The Company's effective tax rate is equivalent to the statutory tax rate.

Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 and 1998, are shown below:

<TABLE>
<CAPTION>
1997 1998
--------- ----------
<S> <C> <C>
Deferred tax assets--
Bad debt reserve.................................................... $ 1,936 $ 4,176
Net operating loss carryforward..................................... 19,641 --
--------- ----------
Total deferred tax assets............................................. 21,577 4,176
Deferred tax liabilities--
Tax depreciation in excess of book.................................. -- (10,818)
--------- ----------
Net deferred tax assets (liabilities)................................. $ 21,577 $ (6,642)
--------- ----------
--------- ----------
</TABLE>

8. COMMITMENTS AND CONTINGENCIES:

The Company leases its office facility under a noncancelable operating lease
which expires in September 1999. The Company also has operating lease agreements
related to certain

F-136
<PAGE>
FIFTH GEAR MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
equipment which expire at various dates. Rent expense for the years ended
December 1997 and 1998, totaled $18,968 and $46,603, respectively. Future
minimum lease payments are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1999.............................................................................. $ 45,741
2000.............................................................................. 19,362
2001.............................................................................. 10,182
2002.............................................................................. 3,366
2003.............................................................................. 1,964
Thereafter........................................................................ --
-----------
Total minimum lease payments...................................................... $ 80,615
-----------
-----------
</TABLE>

9. EQUITY INCENTIVE PLAN:

Effective January 1, 1998, the Company authorized the Board of Directors to
grant incentive options to purchase common stock of the Company. The Board of
Directors determines the number of stock options to be granted, the exercise or
purchase price, vesting schedule, and expiration date of such options.

The exercise price of options qualifying as Incentive Stock Options under
Section 422 of the Internal Revenue Code may not be less than the grant date
fair market value of the common stock. Incentive Stock Options granted to any
10% stockholder may not be less than 110% of the grant date fair market value of
the common stock. Stock options granted during 1998, are immediately exercisable
and have a maximum term of ten years from the date of grant, subject to earlier
termination following the optionee's cessation of service with the Company.
Shares purchased under each option shall be subject to repurchase by the
Company, at the original exercise price paid per share, upon the optionee's
cessation of service prior to vesting in those shares. Such repurchase rights
shall lapse as the options vest over a specified period up to four years. No
options were granted prior to January 1, 1998.

Options outstanding at December 31, 1997 and 1998, were as follows:

<TABLE>
<CAPTION>
NUMBER OF EXERCISE PRICE WEIGHTED AVERAGE
SHARES PER SHARE EXERCISE PRICE
----------- -------------- ---------------------
<S> <C> <C> <C>
Options outstanding at December 31, 1997..... -- $ -- $ --
Granted.................................... 479,925 .001-.11 .09
Exercised.................................. -- -- --
Canceled................................... (20,000) .04 .04
-----------
Options outstanding at December 31, 1998..... 459,925 $ .09
-----------
-----------
</TABLE>

F-137
<PAGE>
FIFTH GEAR MEDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

9. EQUITY INCENTIVE PLAN: (CONTINUED)
The following is summary information about stock options outstanding at
December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
-----------------------------------------------
WEIGHTED WEIGHTED OPTIONS VESTED
AVERAGE AVERAGE ---------------------------
NUMBER OF REMAINING EXERCISE NUMBER OF
EXERCISE PRICES SHARES CONTRACT LIFE PRICE SHARES EXERCISE PRICE
- --------------- ----------- ------------------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
.001-.11 459,925 5 $ .09 201,300 .02-.11
</TABLE>

Pro forma information regarding net income has been determined as if the
Company accounted for its stock options under the fair value method of SFAS 123.
The fair value of these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following assumptions: an
exercisable event occurring in five years; risk-free interest rates ranging from
4.66% to 5.66%; dividend yield of 0%; a volatility factor of zero; and a
weighted average expected life of five years. The average fair value at date of
grant for options granted during the year ended December 31, 1998, was $0.02 per
option.

Had compensation cost for the Company's stock option plan been determined
based on the fair value at the date of grant consistent with SFAS 123, the
Company's net income would have been as follows:

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Net income--as reported.............................................. $ 11,583 $ 145,283
Net income--pro forma................................................ $ 11,583 $ 142,101
</TABLE>

11. RELATED-PARTY TRANSACTIONS:

The Company has notes payable with a stockholder totaling $98,662 and
$43,444 as of December 31, 1997 and 1998.

12. AGREEMENT TO MERGE WITH ALIGN SOLUTIONS CORP.:

The Company has signed a letter of intent to merge with Align Solutions
Corp.

F-138
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To inmedia, inc.:

We have audited the accompanying balance sheets of inmedia, inc. (a Texas
corporation) as of December 31, 1997 and 1998, and the related statements of
operations, stockholders' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of inmedia, inc. as of December
31, 1997 and 1998, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
is in default on a significant portion of its debt and has a net capital
deficiency that raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are described in
Note 12. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 21, 1999 (except with respect to
the matter discussed in Note 12, as
to which the date is May 27, 1999)

F-139
<PAGE>
INMEDIA, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................................................... $ 13,377 $ --
Accounts receivable................................................................. 189,103 177,179
Unbilled revenue.................................................................... -- 14,180
Prepaid expenses and other.......................................................... -- 24,868
------------ ------------
Total current assets.............................................................. 202,480 216,227
PROPERTY AND EQUIPMENT, net........................................................... 93,924 84,266
OTHER ASSETS.......................................................................... 4,169 11,851
------------ ------------
Total assets...................................................................... $ 300,573 $ 312,344
------------ ------------
------------ ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, including cash overdraft of $0 and $25,700........................ $ 64,418 $ 230,010
Accrued liabilities................................................................. 57,194 103,992
Customer deposits................................................................... 99,005 250,938
Current maturities of long-term debt................................................ 383,250 456,358
------------ ------------
Total current liabilities......................................................... 603,867 1,041,298

LONG-TERM LIABILITIES:
Long-term debt, net of current maturities........................................... 88,801 5,712
------------ ------------
Total liabilities................................................................. 692,668 1,047,010

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock; no par value, 1,000,000 shares authorized, 787,032 shares issued and
outstanding as of 1997 and 1998 respectively...................................... 1,000 1,000
Additional paid-in capital.......................................................... -- --
Retained deficit.................................................................... (393,095) (735,666)
------------ ------------
Total stockholders' equity........................................................ (392,095) (734,666)
------------ ------------
Total liabilities and stockholders' equity........................................ $ 300,573 $ 312,344
------------ ------------
------------ ------------
</TABLE>

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

F-140
<PAGE>
INMEDIA, INC.

STATEMENTS OF OPERATIONS

OTHER INCOME (EXPENSE):
Interest income................................................................... 4 99
Interest expense.................................................................. (82,943) (82,906)
Other income...................................................................... 51 87
------------- -------------
INCOME LOSS BEFORE INCOME TAXES..................................................... (299,786) (342,571)
INCOME TAXES........................................................................ -- --
------------- -------------
NET INCOME LOSS..................................................................... $ (299,786) $ (342,571)
------------- -------------
------------- -------------
</TABLE>

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

F-141
<PAGE>
INMEDIA, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL DEFICIT
--------- --------- ----------- ------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996....................................... 787,032 $ 1,000 $ -- $ (93,309)
Net loss....................................................... -- -- -- (299,786)
--------- --------- ----------- ------------
BALANCE, December 31, 1997....................................... 787,032 1,000 -- (393,095)
Net loss....................................................... -- -- -- (342,571)
--------- --------- ----------- ------------
BALANCE, December 31, 1998....................................... 787,032 1,000 -- (735,666)
--------- --------- ----------- ------------
--------- --------- ----------- ------------
</TABLE>

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

F-142
<PAGE>
INMEDIA, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................................... $(299,786) $(342,571)
Depreciation and amortization...................................... 62,086 44,957
Equity related compensation........................................ -- --
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities--
Changes in assets and liabilities--
Accounts receivable............................................ (69,325) 11,924
Unbilled revenue............................................... -- (14,180)
Prepaid expenses and other..................................... -- (24,868)
Other assets................................................... (1,503) (7,682)
Accounts payable, including cash overdraft..................... 49,842 165,592
Accrued liabilities............................................ (1,594) 46,798
Customer deposits.............................................. 49,905 151,933
--------- ---------
Net cash (used in) provided by operating activities............ (210,375) 31,903
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................... (33,721) (35,299)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt....................................... 142,509 69,954
Payments on long-term debt......................................... (15,066) (79,935)
Proceeds from issuance of common stock............................. -- --
--------- ---------
Net cash provided by (used in) financing activities............ 127,443 (9,981)
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS............................ (116,653) (13,377)
CASH AND CASH EQUIVALENTS, beginning of period....................... 130,030 13,377
--------- ---------
CASH AND CASH EQUIVALENTS, end of period............................. $ 13,377 $ --
--------- ---------
--------- ---------
SUPPLEMENTAL INFORMATION:
Cash paid for interest............................................. $ 78,684 $ 74,188
--------- ---------
--------- ---------
</TABLE>

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

F-143
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

inmedia, inc. (the "Company") specializes in electronic marketing on the
Internet. The Company is a full service developer of Internet and intranet
sites, offering services in three areas: website design, promotion, and
training. The Company was incorporated in the state of Texas in November 1992.

2. GOING CONCERN MATTERS:

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements during the years ended December 31, 1997 and 1998, the Company
incurred losses of $299,786 and $342,571, respectively, and is in default on a
significant portion of its debt. These factors among others indicate that the
Company may be unable to continue as a going concern.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. As described in Note 7,
the Company is currently in default of its installment note payable. As a result
of the default, the Company has classified the balance of its installment note
payable ($413,343 at December 31, 1998) as a current liability.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the assets. The costs
and related accumulated depreciation of property and equipment sold, retired, or
disposed of are removed from the accounts and any gains or losses reflected in
the statements of operations. Expenditures for major acquisitions and
improvements are capitalized while expenditures for maintenance and repair costs
are expensed as incurred.

INCOME TAXES

F-144
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
REVENUE RECOGNITION

COST OF SERVICES

Cost of services is comprised primarily of salaries, employee benefits, and
incentive compensation of billable employees, and a proportionate share of
depreciation and facilities costs based on the ratio of billable employees to
total employees.

ACCOUNTING FOR STOCK BASED COMPENSATION

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company has chosen to account for stock-based
compensation using the intrinsic value based method prescribed in APB 25 and
provides the pro forma disclosure provision of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair market value of the Company's stock over the exercise price at the date of
the grant.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to their relative short maturity and/or their variable interest
rates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, ("SFAS 130"), "Reporting Comprehensive
Income" which is required to be adopted in the year ended December 31, 1998.
SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statements, and (b)
display the accumulated balance of other comprehensive income separately

F-145
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

4. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1997, sales to three customers accounted
for approximately 14%, 14%, and 11% of revenues. During the year ended December
31, 1998, sales to four customers accounted for approximately 35%, 24%, 18%, and
10% of revenues. As of December 31, 1998, accounts receivable from two customers
accounted for approximately 41% and 28% of accounts receivable.

5. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
------ ------------ ------------
<S> <C> <C> <C>
Computers and equipment.................................. 3 $ 216,938 $ 239,873
Furniture and fixtures................................... 5 13,235 14,025
Leasehold improvements................................... 5 -- 11,574
------------ ------------
230,173 265,472
Less- Accumulated depreciation........................... (136,249) (181,206)
------------ ------------
Property and equipment, net.............................. $ 93,924 $ 84,266
------------ ------------
------------ ------------
</TABLE>

Depreciation expense was $62,086 and $44,957 for the years ended December
31, 1997 and 1998.

6. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
--------- -----------
<S> <C> <C>
Accrued sales tax.................................................... $ 57,194 $ 67,980
Accrued salaries..................................................... -- 36,012
--------- -----------
Accrued liabilities.................................................. $ 57,194 $ 103,992
--------- -----------
--------- -----------
</TABLE>

7. DEBT:

The Company has an installment note with equal installment payments due each
month. All interest on the note is accrued and capitalized into the note
balance. As of December 31, 1998, the Company has not made the required monthly
payments and is currently in default of this loan. As a result of the default,
the Company has classified the balance of its installment note payable as a
current liability.

Additionally, the Company has a term loan, amount not to exceed $70,000,
from a bank with interest at 1% over the bank's borrowing rate (9.25% at
December 31, 1998), not to exceed

F-146
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. DEBT: (CONTINUED)
10%. The loan has a maturity of October 1, 1999, is secured by accounts
receivable of the Company, and is guaranteed by certain stockholders.

Debt at December 31, 1997 and 1998, is comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1997 1998
------------ ------------
<S> <C> <C>
Installment note, bearing interest at 16%, payable in monthly installments of $8,089,
maturing January 1, 2001, secured by all assets of the Company and guaranteed by
certain stockholders................................................................ $ 343,889 $ 413,343
Loan from a related party, bearing interest at 18%, due on demand and guaranteed by
certain stockholders................................................................ 20,117 20,617
Term loan............................................................................. 65,467 4,776
Equipment financing, bearing interest at rates ranging from 13% to 16%, payable in
monthly installments ranging from $85 to $485, maturing January 1999 through January
2001, secured by certain equipment.................................................. 42,578 23,334
------------ ------------
472,051 462,070
Less--Current maturities.............................................................. (383,250) (456,358)
------------ ------------
Long-term debt........................................................................ $ 88,801 $ 5,712
------------ ------------
------------ ------------
</TABLE>

Maturities on long-term debt at December 31, 1998, are as follows:

8. INCOME TAXES:

The reconciliation of income tax attributable to continuing operations
computed at the U.S. federal statutory tax rates to the effective income tax is
as follows:

<TABLE>
<CAPTION>
1997 1998
----- -----
<S> <C> <C>
Tax at U.S. statutory rates.................................................. (35)% (35 )%
Meals and entertainment...................................................... 1% 1%
Net operating loss carryforward.............................................. 34% 34%
-- --
Effective income tax rate.................................................... --% --%
-- --
-- --
</TABLE>

F-147
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. INCOME TAXES: (CONTINUED)
Significant components of the Company's deferred tax liabilities and assets
as of December 31, 1997 and 1998, are shown below.

<TABLE>
<CAPTION>
1997 1998
------------ ------------
<S> <C> <C>
Deferred tax assets--
Net operating loss carryforward................................. $ 114,576 $ 102,646
Accrual to cash difference...................................... 9,571 124,902
------------ ------------
Total deferred tax assets......................................... 124,147 227,548
Valuation allowance............................................... (124,147) (227,548)
------------ ------------
Net deferred tax assets........................................... $ -- $ --
------------ ------------
------------ ------------
</TABLE>

The Company's net operating loss carryforward expires in years 2010 through
2018.

9. COMMITMENTS AND CONTINGENCIES:

The Company leases its office facility under a noncancelable operating lease
which expires in November 2003. The lease requires the payment of property
taxes, insurance, and maintenance. The Company also has operating lease
agreements related to certain equipment which expire at various dates. Future
minimum lease payments under operating leases are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1999............................................................................. $ 108,189
2000............................................................................. 108,189
2001............................................................................. 106,935
2002............................................................................. 100,669
2003............................................................................. 83,891
Thereafter....................................................................... --
-----------
$ 507,873
-----------
-----------
</TABLE>

Rent expense for the years ended 1997 and 1998 totaled $49,580 and $57,855,
respectively.

F-148
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

10. EQUITY INCENTIVE PLANS:

Effective May 9, 1996, the Company approved the inmedia, inc. Stock
Compensation Plan (the "Plan") authorizing the Board of Directors to grant
incentive or nonqualified options to purchase common stock of the Company. The
Board of Directors has authorized shares to be issued under the Plan. The Plan
is administered by the Board of Directors, which determines the number of stock
options to be granted, the exercise or purchase price, exercise schedule, and
expiration date of such options.

The exercise price of options qualifying as incentive stock options under
Section 422 of the Internal Revenue Code may not be less than the grant date
fair market value of the common stock. Incentive stock options granted to any
10% stockholder may not be less than 110% of the fair market value of the common
stock on the grant date. Stock options granted under the Plan are
nontransferable and generally expire ten years after the date of grant. Upon the
event that all of the outstanding shares of common stock of the Company are
acquired by an unrelated party, the optionee's exercise schedule shall be
accelerated to provide that optionee with exercisability of 100% of the options
granted. All options granted become exercisable over a four-year period of
continued employment.

Options outstanding at December 31, 1997 and 1998, were as follows:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------- ---------------------
<S> <C> <C>
Options outstanding at December 31, 1996..................... 80,000 $ .50
Granted.................................................... 40,000 .50
Exercised.................................................. -- --
Canceled................................................... -- --
----------- ---
Options outstanding at December 31, 1997..................... 120,000 .50
Granted.................................................... -- --
Exercised.................................................. -- --
Canceled................................................... -- --
----------- ---
Options outstanding at December 31, 1998..................... 120,000 $ .50
----------- ---
----------- ---
</TABLE>

The following is summary information about stock options outstanding at
December 31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
--------------------------------------------------------------- OPTIONS EXERCISABLE
WEIGHTED AVERAGE ------------------------------
NUMBER OF REMAINING WEIGHTED AVERAGE NUMBER OF
EXERCISE PRICES SHARES CONTRACT LIFE EXERCISE PRICE SHARES EXERCISE PRICE
- ----------------- ----------- --------------------------- --------------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
$ .50 120,000 8 $ .50 50,000 $ .50
</TABLE>

F-149
<PAGE>
INMEDIA, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

10. EQUITY INCENTIVE PLANS: (CONTINUED)
options granted during the year ended December 31, 1997, was $.11 per option.
There were no additional options granted during the year ended December 31,
1998.

Had compensation cost for the Company's stock option plan been determined
based on the fair value at the date of grant consistent with SFAS 123, the
Company's net loss would have been as follows:

<TABLE>
<CAPTION>
1997 1998
------------ ------------
<S> <C> <C>
Net loss--As reported............................................. $ (299,786) $ (342,571)
Net loss--Pro forma............................................... (301,458) (344,763)
</TABLE>

11. RELATED-PARTY TRANSACTIONS:

The Company has a loan payable to a related party totaling $20,117 and
$20,617 as of December 31, 1997, and 1998, respectively. The loan payable is due
on demand and is guaranteed by certain stockholders.

12. SUBSEQUENT EVENTS:

On May 27, 1999, the Company entered into an asset purchase agreement with
Align Solutions Corp. ("Align") whereby the Company will receive Align stock in
exchange for substantially all the assets and certain liabilities of the
Company. The agreement provides that the Company will retain a portion of the
installment note, certain accounts payable and the office facility lease
obligation.

F-150
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Synapse Group, Inc.:

We have audited the accompanying balance sheets of Synapse Group, Inc. (a
Texas S corporation) as of December 31, 1997 and 1998, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Synapse Group, Inc. as of
December 31, 1997 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Dallas, Texas,
May 28, 1999

F-151
<PAGE>
SYNAPSE GROUP, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
<S> <C> <C>
1997 1998
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................................. $ 23,944 $ --
Accounts receivable, net of allowance for doubtful accounts of $7,200 and $9,003...... 463,646 368,502
Unbilled revenues..................................................................... 10,731 171,512
Prepaid expenses and other............................................................ 25,784 13,993
----------- -----------

Total current assets.............................................................. 524,105 554,007

PROPERTY AND EQUIPMENT, net............................................................. 189,774 139,519

OTHER ASSETS............................................................................ 13,665 13,800
----------- -----------
Total assets...................................................................... $ 727,544 $ 707,326
----------- -----------
----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable, including cash overdraft of $0 and $33,733.......................... $ 86,544 $ 100,606
Customer deposits..................................................................... 154,589 122,091
Accrued liabilities................................................................... 115,410 21,893
Notes payable......................................................................... 32,900 159,093
Current maturities of long-term debt.................................................. 13,062 3,558
----------- -----------

Total current liabilities......................................................... 402,505 407,241
----------- -----------

LONG-TERM LIABILITIES:
Long-term debt, net of current maturities............................................. 1,907 4,773
----------- -----------

Total liabilities................................................................. 404,412 412,014

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock: $.01 par value, 10,000,000 shares authorized, 692,700 and 715,000 shares
issued and outstanding as of 1997 and 1998.......................................... 6,927 7,150
Additional paid-in capital............................................................ 102,377 126,837
Retained earnings..................................................................... 213,828 161,325
----------- -----------

Total liabilities and stockholders' equity........................................ $ 727,544 $ 707,326
----------- -----------
----------- -----------
</TABLE>

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

F-152
<PAGE>
SYNAPSE GROUP, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
----------------------------
1997 1998
------------- -------------
<S> <C> <C>
REVENUES............................................................................ $ 2,086,172 $ 2,540,402
COST OF SERVICES.................................................................... 1,532,652 1,907,913
------------- -------------
GROSS PROFIT........................................................................ 553,520 632,489
SELLING, GENERAL AND ADMINISTRATIVE................................................. 766,163 669,531
OTHER INCOME (EXPENSE):
Interest expense.................................................................. (5,812) (16,039)
Other income...................................................................... 7,317 578
------------- -------------
NET LOSS............................................................................ $ (211,138) $ (52,503)
------------- -------------
------------- -------------
PRO FORMA INCOME TAXES (UNAUDITED).................................................. -- --
------------- -------------
PRO FORMA NET LOSS (UNAUDITED)...................................................... $ (211,138) $ (52,503)
------------- -------------
------------- -------------
</TABLE>

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

F-153
<PAGE>
SYNAPSE GROUP, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS
--------- --------- ----------- ------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996...................................... 692,700 $ 6,927 $ 102,377 $ 547,917
Distributions................................................. -- -- -- (122,951)
Net loss...................................................... -- -- -- (211,138)
--------- --------- ----------- ------------
BALANCE, December 31, 1997...................................... 692,700 6,927 102,377 213,828
Issuance of common stock...................................... 22,300 223 24,460 --
Net loss...................................................... -- -- -- (52,503)
--------- --------- ----------- ------------
BALANCE, December 31, 1998...................................... 715,000 $ 7,150 $ 126,837 $ 161,325
--------- --------- ----------- ------------
--------- --------- ----------- ------------
</TABLE>

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

F-154
<PAGE>
SYNAPSE GROUP, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
--------------------------
1997 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................................................ $ (211,138) $ (52,503)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities--
Depreciation and amortization................................................... 135,072 138,669
Loss on disposition of assets................................................... -- 856
Changes in assets and liabilities--
Accounts receivable........................................................... (35,989) 95,144
Unbilled revenues............................................................. (10,731) (171,512)
Prepaid expenses and other.................................................... (4,306) 11,791
Other assets.................................................................. 6,556 (135)
Accounts payable, including cash overdraft.................................... (32,853) 14,062
Customer deposits............................................................. 125,093 (21,768)
Accrued liabilities........................................................... 60,331 (93,517)
------------ ------------
Net cash provided by (used in) operating activities......................... 32,035 (78,913)
------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................................................................ (55,060) (89,269)
------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (repayments on) notes payable......................................... 27,075 126,193
Proceeds from issuance of common stock.............................................. -- 24,683
Proceeds from long-term debt........................................................ -- 8,158
Payments on long-term debt.......................................................... (20,418) (14,796)
Distributions to owners............................................................. (122,951) --
------------ ------------
Net cash provided by (used in) financing activities......................... (116,294) 144,238

NET DECREASE IN CASH AND CASH EQUIVALENTS............................................. (139,319) (23,944)

CASH AND CASH EQUIVALENTS,
beginning of period................................................................. 163,263 23,944
------------ ------------

CASH AND CASH EQUIVALENTS,
end of period....................................................................... $ 23,944 $ --
------------ ------------
------------ ------------

SUPPLEMENTAL INFORMATION:
Cash paid for interest.............................................................. $ 5,812 $ 16,039
------------ ------------
------------ ------------
</TABLE>

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

F-155
<PAGE>
SYNAPSE GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS:

Synapse Group, Inc. (the "Company") performs Internet and intranet
consulting services, Internet hosting, and related hardware sales for a variety
of customers utilizing the Internet for on-line marketing. The Company was
incorporated in the state of Texas in April 1995.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT

INCOME TAXES

The unaudited pro forma tax information included in the accompanying
statements of operations reflect estimates of the Company's tax provision or
benefit as if it had been a C corporation in fiscal years 1997 and 1998. In
accordance with SFAS No. 109, "Accounting for Income Taxes," no pro forma tax
benefit was reflected due to the Company's recurring losses and the uncertainty
related to the realization of any tax assets.

REVENUE RECOGNITION

COST OF SERVICES

F-156
<PAGE>
SYNAPSE GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
ACCOUNTING FOR EQUITY BASED COMPENSATION

In 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company has chosen to account for stock-based
compensation using the intrinsic value based method prescribed in APB 25 and
provides the pro forma disclosure provision of SFAS 123. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair market value of the Company's stock over the exercise price at the date of
the grant.

USE OF ESTIMATES

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments have carrying amounts which approximate
fair value due to the relative short maturity of these instruments and/or their
variable interest rates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, ("SFAS No. 130") "Reporting
Comprehensive Income," which is required to be adopted in the year ended
December 31, 1998. SFAS No. 130 requires that an enterprise (a) classify items
of other comprehensive income by their nature in the financial statements, and
(b) display the accumulated balance of other comprehensive income separately
from retained earnings and additional paid-in-capital in the Statement of
Stockholders' Equity. The adoption of SFAS 130 did not have any effect on the
Company's financial statements as the Company does not have any elements of
comprehensive income other than net income.

3. SIGNIFICANT CUSTOMERS:

During the year ended December 31, 1997, sales to two customers accounted
for approximately 51% and 11% of revenue. During the year ended December 31,
1998, sales to three customers accounted for approximately 53%, 15%, and 10% of
revenue.

As of December 31, 1998, accounts receivable from two customers accounted
for 63% and 10% of total accounts receivable.

F-157
<PAGE>
SYNAPSE GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. PROPERTY AND EQUIPMENT:

Property and equipment is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
USEFUL
LIFE 1997 1998
----------- ------------ ------------
<S> <C> <C> <C>
Furniture and fixtures................................... 5 $ 53,189 $ 58,173
Computers and equipment.................................. 2-5 340,856 415,710
Leasehold improvements................................... 1-5 10,224 18,273
------------ ------------
404,269 492,156
Less--Accumulated depreciation........................... (214,495) (352,637)
------------ ------------
Property and equipment, net.......................... $ 189,774 $ 139,519
------------ ------------
------------ ------------
</TABLE>

Depreciation expense was $135,072 and $138,669 for the years ended December
31, 1997 and 1998.

5. ACCRUED LIABILITIES:

Accrued liabilities is comprised of the following as of December 31, 1997
and 1998:

<TABLE>
<CAPTION>
1997 1998
----------- ---------
<S> <C> <C>
Accrued bonus........................................................ $ 58,750 $ --
Accrued benefits..................................................... 26,046 --
Accrued payroll taxes................................................ 17,410 --
Accrued legal........................................................ -- 3,661
Accrued property and sales taxes..................................... 9,624 13,307
Accrued other........................................................ 3,580 4,925
----------- ---------
Total accrued liabilities........................................ $ 115,410 $ 21,893
----------- ---------
----------- ---------
</TABLE>

6. DEBT:

NOTES PAYABLE

The Company has a bank line of credit with a maximum availability of
$300,000. Interest is at the 30-day commercial paper rate plus 3.5% (8.37% at
December 31, 1998), and is payable monthly. The agreement is collateralized by a
security interest in substantially all of the assets of the Company and is
personally guaranteed by two of the Company's stockholders.

F-158
<PAGE>
SYNAPSE GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. DEBT: (CONTINUED)
LONG-TERM DEBT

Long-term debt is comprised of the following as of December 31, 1997 and
1998:

<TABLE>
<CAPTION>
1997 1998
---------- ---------
<S> <C> <C>
Equipment financing, bearing interest at 10%, payable in monthly
installments of $278, maturing March 2002, secured by certain
equipment........................................................... $ -- $ 6,424
Equipment financing, bearing interest at 13%, payable in monthly
installments of $656, maturing March 1999, secured by certain
equipment........................................................... 8,709 1,907
Equipment financing, bearing interest at 11%, payable in monthly
installments of $660, maturing March 1998, secured by certain
equipment........................................................... 1,940 --
Equipment financing, bearing interest at 11%, payable in monthly
installments of $758, maturing June 1998, secured by certain
equipment........................................................... 4,320 --
---------- ---------
14,969 8,331
Less--Current portion................................................. (13,062) (3,558)
Long-term debt........................................................ $ 1,907 $ 4,773
---------- ---------
---------- ---------
</TABLE>

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
- ------------------------------------------------------------------------------------
<S> <C>
1999................................................................................ $ 3,558
2000................................................................................ 1,919
2001................................................................................ 2,214
2002................................................................................ 640
---------
$ 8,331
---------
---------
</TABLE>

7. COMMITMENTS AND CONTINGENCIES:

The Company leases office space in Dallas, Texas, and computer hardware
equipment with lease terms through September 2001.

Future minimum annual lease payments under these leases are as follows:

<TABLE>
<CAPTION>
OPERATING
LEASES
-----------
<S> <C>
1999............................................................................. $ 101,124
2000............................................................................. 83,612
2001............................................................................. 56,880
2002 and thereafter.............................................................. --
-----------
Total minimum lease payments..................................................... $ 241,616
-----------
-----------
</TABLE>

F-159
<PAGE>
SYNAPSE GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
Rent expense for the years ended December 31, 1997 and 1998, under these
agreements was $118,791 and $157,432, respectively.

8. RETIREMENT PLAN:

During the year ended December 31, 1996, the Company established a
discretionary 401(k) plan (the "Plan") that covers all full-time employees.
Contributions to the Plan are discretionary. The Company made no contributions
to the Plan for the year ended December 31, 1997 or 1998.

9. EQUITY INCENTIVE PLANS:

Effective August 20, 1998, the Company approved the 1998 Stock Option Plan
("the 1998 Plan") authorizing the Board of Directors to grant incentive or
nonqualified options to purchase common stock of the Company. The total number
of shares of common stock which may be issued under the 1998 Plan is 70,100. The
1998 Plan is administered by the Compensation Committee of the Board of
Directors which determines the number of stock options to be granted, the
exercise or purchase price, exercise schedule and expiration date of such
options. Nonqualified stock options may be granted at exercise prices which are
greater than or equal to 80% of the grant date fair market value of the common
stock.

The exercise price of options qualifying as incentive stock options under
Section 422 of the Internal Revenue Code may not be less than the grant date
fair market value of the common stock. Incentive stock options granted to any
10% stockholder may not be less than 110% of the fair market value of the common
stock on the grant date. Stock options granted under the 1998 Plan are
nontransferable and generally expire ten years after the date of grant. Upon the
event that all of the outstanding shares of common stock of the Company are
acquired by an unrelated party, the optionee's exercise schedule shall be
accelerated to provide that optionee with immediate exercisability of the
unvested options granted. All options granted become exercisable over a
five-year period of continued employment.

Options outstanding at December 31, 1997 and 1998 and granted, exercised,
and canceled during those years were as follows:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
SHARES EXERCISE PRICE
----------- -------------------
<S> <C> <C>
Options outstanding at December 31, 1997..................... -- $ --
Granted...................................................... 29,325 7.00
Exercised.................................................... -- --
Canceled..................................................... (800) 7.00
-----------
Options outstanding at December 31, 1998..................... 28,525 $ 7.00
-----------
-----------
</TABLE>

F-160
<PAGE>
SYNAPSE GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

9. EQUITY INCENTIVE PLANS: (CONTINUED)
Following is summary information about stock options outstanding at December
31, 1998:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
- ------------------------------------------------
WEIGHTED
AVERAGE WEIGHTED OPTIONS EXERCISABLE
NUMBER OF SHARES REMAINING EXERCISE ------------------------
UNDER OPTION CONTRACT LIFE PRICE NUMBER AMOUNT
- ------------------ --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
28,525 9.94 $ 7.00 -- $ --
</TABLE>

Pro forma information regarding net income has been determined as if the
Company accounted for its stock options under the fair value method of SFAS 123.
The fair value of these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following assumptions used for 1998:
an exercisable event occurring in five years; risk-free interest rate of 4.38%;
dividend yield of 0%; a volatility factor of zero; and a weighted average
expected life of five years. The average Black-Scholes fair value at date of
grant for options granted during the year ended December 31, 1998 was $7.02 per
option.

<TABLE>
<S> <C>
Net loss--as reported............................................ $ (52,503)
Net loss--pro forma.............................................. (54,837)
</TABLE>

10. RELATED PARTY TRANSACTIONS:

A stockholder of the Company is a partner in a law firm which the Company
uses for legal services. There were approximately $30,000 in legal fees paid to
this law firm for each of the years ended December 31, 1997 and 1998.

11. AGREEMENT TO MERGE WITH ALIGN SOLUTIONS CORP.:

On February 15, 1999, the Company was acquired by Align Solutions Corp.

F-161
<PAGE>
YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. NEITHER WE NOR ANY
OF THE UNDERWRITERS HAVE AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. WHEN YOU MAKE A DECISION ABOUT WHETHER TO
INVEST IN OUR COMMON STOCK, YOU SHOULD NOT RELY UPON ANY INFORMATION OTHER THAN
THE INFORMATION IN THIS PROSPECTUS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS
CORRECT AFTER THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY THESE SHARES OF COMMON STOCK IN ANY
CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Summary......................................... 3
Summary Unaudited Pro Forma Combined Financial
Data.......................................... 6
Risk Factors.................................... 8
About Luminant Worldwide Corporation............ 19
Use of Proceeds................................. 24
Dividend Policy................................. 24
Capitalization.................................. 25
Dilution........................................ 26
Selected Historical Financial Data.............. 28
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 31
Business........................................ 52
Management...................................... 63
Certain Transactions With Related Parties....... 75
Principal Stockholders.......................... 78
Description of Capital Stock.................... 80
Shares Available for Future Sale................ 83
Underwriting.................................... 86
Legal Matters................................... 87
Experts......................................... 88
Where You Can Find Additional Information....... 88
Index to Financial Statements................... F-1
</TABLE>

DEALER PROSPECTUS DELIVERY OBLIGATIONS:

Until , 1999 (25 days after the commencement of this offering), all
dealers that buy, sell or trade 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' obligations to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

[LOGO]

5,000,000 SHARES

COMMON STOCK

DEUTSCHE BANC ALEX. BROWN

HAMBRECHT & QUIST
SOUNDVIEW TECHNOLOGY GROUP

Prospectus

, 1999
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all fees and expenses, other than the
underwriting discounts and commissions, payable by the Registrant in connection
with the sale of the common stock being registered. All amounts shown are
estimates, except for the Hart-Scott-Rodino filing fee, the registration fee,
the NASD filing fee and the Nasdaq National Market listing fee.

<TABLE>
<S> <C>
Hart-Scott-Rodino filing fee................................... $ 45,000
Securities and Exchange Commission registration fee............ 52,820
NASD filing fee................................................ 18,000
Nasdaq National Market listing fee............................. 90,000
Accounting fees and expenses................................... 3,000,000
Legal fees and expenses........................................ 2,750,000
Printing and engraving expenses................................ 600,000
Transfer agent and registrar fees.............................. 50,000
Miscellaneous expenses......................................... 439,180
----------
Total........................................................ $7,045,000
----------
----------
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation and By-laws of the Registrant provide for
the indemnification of the Registrant's directors and officers to the fullest
extent authorized by, and subject to the conditions set forth in the General
Corporation Law of the State of Delaware (the "DGCL"), except that the
Registrant will indemnify a director or officer in connection with a proceeding
(or part thereof) initiated by the person only if the proceeding (or part
thereof) was authorized by the Registrant's Board of Directors. The
indemnification provided under the Certificate of Incorporation and By-laws
includes the right to be paid by the Registrant the expenses (including
attorneys' fees) in advance of any proceeding for which indemnification may be
had in advance of its final disposition, provided that the payment of such
expenses (including attorneys' fees) incurred by a director or officer in
advance of the final disposition of a proceeding may be made only upon delivery
to the Registrant of an undertaking by or on behalf of the director or officer
to repay all amounts so paid in advance if it is ultimately determined that the
director or officer is not entitled to be indemnified.

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

Under the By-laws, the Registrant has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Registrant, or is

II-1
<PAGE>
or was serving at the request of the Registrant as a director, officer,
employee, partner (limited or general) or agent of another corporation or of a
partnership, joint venture, limited liability company, trust or other
enterprise, against any liability asserted against the person or incurred by the
person in any such capacity, or arising out of the person's status as such, and
related expenses, whether or not the Registrant would have the power to
indemnify the person against such liability under the provisions of the DGCL.
The Registrant intends to purchase director and officer liability insurance on
behalf of its directors and officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth certain information as to all securities sold by us
within the last three years that were not registered under the Securities Act of
1933, as amended (the "Securities Act").

On August 22, 1998, Commonwealth Principals II, LLC purchased 1,665,273
shares of common stock for an aggregate purchase price of $1.00. An exemption is
claimed under Section 4(2) of the Securities Act.

On September 1, 1998, we sold 166,527 shares to Guillermo G. Marmol, our
Chief Executive Officer and President, for an aggregate purchase price of
$200,000. An exemption is claimed under Section 4(2) of the Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 4,653,101 shares of common stock to
certain former owners of Align Solutions Corp. for their respective interests in
that company. An indeterminate number of shares of common stock may be issued in
payment of contingent consideration, if earned. An exemption is claimed under
Rule 506 of Regulation D promulgated under the Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 4,192,361 shares of common stock to the
former owner of Brand Dialogue-New York for certain assets of Brand Dialogue. An
indeterminate number of shares of common stock may be issued in payment of
contingent consideration, if earned. An exemption is claimed under Rule 506 of
Regulation D promulgated under the Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 1,668,108 shares of common stock to
certain former owners of Free Range Media, Inc. for their respective interests
in that company. An indeterminate number of shares of common stock may be issued
in payment of contingent consideration, if earned. An exemption is claimed under
Rule 506 of Regulation D promulgated under the Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 702,636 shares of common stock to
certain former owners of Integrated Consulting, Inc., dba i.con interactive, for
their respective interests in that company. An indeterminate number of shares of
common stock may be issued in payment of contingent consideration, if earned. An
exemption is claimed under Rule 506 of Regulation D promulgated under the
Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 1,286,469 shares of common stock to
certain former owners of InterActive8, Inc. for their respective interests in
that company. An indeterminate number of shares of common stock may be issued in
payment of contingent consideration, if earned. An exemption is claimed under
Rule 506 of Regulation D promulgated under the Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 529,393 shares of common stock to
certain former owners of

II-2
<PAGE>
Multimedia Resources, LLC for their respective interests in that company. An
indeterminate number of shares of common stock may be issued in payment of
contingent consideration, if earned. An exemption is claimed under Rule 506 of
Regulation D promulgated under the Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 2,937,699 shares of common stock to
certain former owners of Potomac Partners Management Consulting, LLC for their
respective interests in that company. An indeterminate number of shares of
common stock may be issued in payment of contingent consideration, if earned. An
exemption is claimed under Rule 506 of Regulation D promulgated under the
Securities Act.

Simultaneously with the completion of the offering and the acquisition of
the seven other companies, we will issue 743,270 shares of common stock to
certain former owners of RSI Group, Inc. for their respective interests in that
company. An indeterminate number of shares of common stock may be issued in
payment of contingent consideration, if earned. An exemption is claimed under
Rule 506 of Regulation D promulgated under the Securities Act.

We will grant options exercisable for a total of 1,670,317 shares of common
stock under our 1999 Long-Term Incentive Plan to former option holders of Align
to replace outstanding options of Align. We have relied on no sale to grant
those options.

We will grant options exercisable for a total of 124,815 shares of common
stock under our 1999 Long-Term Incentive Plan to former option holders of
InterActive8 to replace outstanding options of InterActive8. We have relied on
no sale to grant those options.

We will grant options exercisable for a total of 423,869 shares of common
stock under our 1999 Long-Term Incentive Plan to former holders of participation
rights of Potomac Partners to replace outstanding participation rights of
Potomac Partners. We have relied on no sale to grant those options.

Before completion of the offering and the acquisition of the eight
companies, we will grant options exercisable for a total of 1,656,315 shares of
common stock under our 1999 Long-Term Incentive Plan to our current management
and directors and a former officer. An exemption is claimed under Section 4(2)
of the Securities Act.

Before completion of the offering and the acquisition of the eight companies
we will grant options exercisable for a total of 1,800,000 shares of common
stock to Young & Rubicam outside of the 1999 Long-Term Incentive Plan. An
exemption is claimed under Section 4(2) of the Securities Act.

Before completion of the offering and the acquisition of the eight companies
we will grant options exercisable for a total of 1,323,000 shares of common
stock under our 1999 Long-Term Incentive Plan to persons who will become our
employees upon the closing of the offering. We have relied on no-sale to grant
those options.

II-3
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<C> <S>
1.1+ Form of Underwriting Agreement
3.1+ Certificate of Incorporation of Registrant
3.2+ Amendment to Certificate of Incorporation of Registrant
3.3+ Second Amendment to Certificate of Incorporation of Registrant
3.4+ Third Amendment to Certificate of Incorporation of Registrant
3.5+ Fourth Amendment to Certificate of Incorporation of Registrant
3.6 Form of Amended and Restated Certificate of Incorporation of the Registrant to be
in effect upon closing of the offering made under this Registration Statement, as
amended from the Form of Amended and Restated Certificate of Incorporation filed as
Exhibit 3.6 to Amendment No. 1 to this Registration Statement.
3.7+ By-Laws of Registrant
3.8+ Form of Amended and Restated By-Laws of the Registrant to be in effect upon closing
of the offering made under this Registration Statement
4.1+ Form of Common Stock Certificate
5.1+ Opinion of Wilmer, Cutler & Pickering
9.1+ Agreement and Irrevocable Proxy by and between Commonwealth Principals II, LLC and
Richard M. Scruggs, dated as of July 23, 1999.
10.1+ 1999 Long-Term Incentive Plan, as amended from the form filed as Exhibit 10.1 to
Amendment No. 1 to this Registration Statement.
10.2+ Employment Agreement of Guillermo G. Marmol
10.3+ Form of Transition Services Agreement by and among Clarant Worldwide Corporation
and Young & Rubicam Inc.
10.4+ Agreement and Plan of Reorganization by and among Clarant, Inc., Align Solutions
Acquisition Corp., Align Solutions Corp. and the Stockholders named therein, dated
as of June 2, 1999.
10.5+ Agreement and Plan of Reorganization by and among Clarant, Inc., Free Range Media
Acquisition Corp., Free Range Media, Inc., John C. Dimmer, John B. Dimmer and
Andrew L. Fry, dated as of June 2, 1999.
10.6+ Agreement and Plan of Reorganization by and among Clarant, Inc., Icon Acquisition
Corp., Integrated Consulting, Inc. (d/b/a i.con interactive), Calvin W. Carter,
Elliot W. Hawkes and David Todd McGee, dated as of June 2, 1999.
10.7+ Agreement and Plan of Reorganization by and among Clarant, Inc. InterActive8
Acquisition Corp., InterActive8, Inc. and the Stockholders named therein, dated as
of June 1, 1999.
10.8+ Agreement and Plan of Reorganization by and among Clarant, Inc., Multimedia
Acquisition Corp., Multimedia Resources, LLC, Henry Heilbrunn, Lynn J. Branigan and
Norman L. Dawley, dated as of June 2, 1999.
10.9+ Agreement and Plan of Reorganization by and among Clarant, Inc., Potomac Partners
Acquisition LLC, Potomac Partners Management Consulting, LLC and the Members named
therein, dated as of June 1, 1999.
10.10+ Agreement and Plan of Reorganization by and among Clarant, Inc., RSI I Acquisition
Corp., RSI Group, Inc., Resource Solutions International, LLC, Charles Harrison,
Carolyn Brown and Bruce Grant, dated as of June 1, 1999.
10.11+ Contribution Agreement by and between Clarant Worldwide Corporation and Young &
Rubicam Inc., dated as of June 7, 1999.
</TABLE>

II-4
<PAGE>

<TABLE>
<C> <S>
10.12+ Credit Agreement by and between Integrated Interacitve, Inc. and Commonwealth
Principals II, LLC, dated as of September 2, 1998.
10.13+ Form of Registration Rights Agreement by and among Luminant Worldwide Corporation,
Commonwealth Principals II, LLC and Guillermo G. Marmol.
10.14+ Management Services Agreement by and between Webone, Inc. and Commonwealth
Principals II, LLC, dated as of September 2, 1998.
10.15+ Employment Agreement of Derek Reisfield
10.16+ Luminant Worldwide Corporation Senior Bonus Plan, as amended from the form filed as
Exhibit 10.17 to Amendment No. 1 to this Registration Statement
10.17+ Employment Agreement of Thomas G. Bevivino
10.18+ Agreement by and among Commonwealth Principals II, LLC, Integrated Interactive,
Inc., Chris Meshginpoosh and Tom Bevivino, dated as of March 8, 1999.
10.19 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, Align Solutions Acquisition Corp., Align Solutions Corp. and
the Stockholders named therein.
10.20 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, Free Range Media Acquisition Corp., Free Range Media, Inc.,
John C. Dimmer, John B. Dimmer and Andrew L. Fry.
10.21 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, Icon Acquisition Corp., Integrated Consulting, Inc. (d/ b/a
i.con interactive), Calvin W. Carter, Elliot W. Hawkes and David Todd McGee.
10.22 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, InterActive8 Acquisition Corp., InterActive8, Inc. and the
Stockholders named therein.
10.23 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, Multimedia Acquisition Corp., Multimedia Resources, LLC,
Henry Heilbrunn, Lynn J. Branigan and Norman L. Dawley.
10.24 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, Potomac Partners Acquisition LLC, Potomac Partners
Management Consulting, LLC and the Members named therein.
10.25 Form of Amendment to Agreement and Plan of Reorganization by and among Luminant
Worldwide Corporation, RSI I Acquisition Corp., RSI Group, Inc., Resource Solutions
International, LLC, Charles Harrison, Carolyn Brown and Bruce Grant.
10.26 Form of Amendment to Contribution Agreement by and between Luminant Worldwide
Corporation and Young & Rubicam Inc.
10.27 Form of Release Agreement
10.28 Form of Recontribution Agreement
21.1+ Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3+ Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1)
23.4+ Consent of Michael H. Jordan to be named in Registration Statement.
23.5+ Consent of Randolph Austin to be named in Registration Statement.
23.6+ Consent of Michael Dolan to be named in Registration Statement.
23.7+ Consent of Lynn J. Branigan to be named in Registration Statement.
23.8+ Consent of Calvin W. Carter to be named in Registration Statement.
23.9+ Consent of James R. Corey to be named in Registration Statement.
23.10+ Consent of John B. Dimmer to be named in Registration Statement.
23.11+ Consent of Bruce D. Grant to be named in Registration Statement.
23.12+ Consent of Henry Heilbrunn to be named in Registration Statement.
23.13+ Consent of Morris W. Markel to be named in Registration Statement.
</TABLE>

II-5

<PAGE>
<TABLE>
<C> <S>
23.14+ Consent of Andreas Panayi to be named in Registration Statement.
23.15+ Consent of Douglas Rice to be named in Registration Statement.
23.16+ Consent of Richard M. Scruggs to be named in Registration Statement.
24.1+ Power of Attorney (included on signature page to this Registration Statement)
27.1 Financial Data Schedule
</TABLE>

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

+ Previously filed.

(b) Financial Statement Schedules

None.

II-6

<PAGE>
ITEM 17. UNDERTAKINGS.

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

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

The undersigned Registrant hereby undertakes that:

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

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

II-7

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Pre-Effective Amendment No. 6 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
District of Columbia, on the 3(rd) day of September 1999.

LUMINANT WORLDWIDE CORPORATION

By: /s/ GUILLERMO G. MARMOL
-----------------------------------------
Guillermo G. Marmol
CHIEF EXECUTIVE OFFICER AND PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 6 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ --------------------------- -------------------

/s/ GUILLERMO G. MARMOL Chief Executive Officer,
- ------------------------------ President and director September 3, 1999
Guillermo G. Marmol (chief executive officer)

*
- ------------------------------ Vice Chairman and Executive September 3, 1999
Derek R. Reisfield Vice President

Vice President of Finance
/s/ THOMAS G. BEVIVINO (principal financial
- ------------------------------ officer and principal September 3, 1999
Thomas G. Bevivino accounting officer)

*
- ------------------------------ Director September 3, 1999
George P. Stamas
</TABLE>

* By power of attorney

<TABLE>
<C> <S> <C>
/s/ GUILLERMO G. MARMOL
- ------------------------------
Guillermo G. Marmol
Attorney-in-Fact
</TABLE>

II-8

<PAGE>

Exhibit 3.6

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
LUMINANT WORLDWIDE CORPORATION

a Delaware corporation

Luminant Worldwide Corporation, a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law").

DOES HEREBY CERTIFY:

FIRST: That this corporation was originally incorporated on
August 21, 1998, pursuant to the General Corporation Law.

SECOND: That the Board of Directors duly adopted resolutions
proposing to amend and restate the Certificate of Incorporation of this
corporation, declaring said amendment and restatement to be advisable and in the
best interests of this corporation and its stockholders, and authorizing the
appropriate officers of this corporation to solicit the written consent of the
stockholders therefor, which resolution setting forth the proposed amendment and
restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this
corporation, as amended, be amended and restated in its entirety as follows:

ARTICLE I

The name of the corporation is Luminant Worldwide Corporation
(the "Corporation").

ARTICLE II

The address of the registered office of the Corporation in the State
of Delaware is 1209 Orange Street, Wilmington, Delaware 19801 in the County of
New Castle. The name of its registered agent at such address is The Corporation
Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which the Corporation
may be organized under the General Corporation Law of Delaware.

ARTICLE IV

<PAGE>

The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is one hundred ten million
(110,000,000), of which ten million (10,000,000) shares shall be designated
preferred stock, having a par value of $.01 per share ("Preferred Stock") and
one hundred million (100,000,000) shares shall be designated common stock,
having a par value of $.01 per share ("Common Stock"); of such Common Stock,
five million shares shall be designated Non-Voting Common Stock ("NonVoting
Common Stock"). Upon the effective date of this Amended and Restated
Certificate of Incorporation, each share of Common Stock, par value $.01 per
share, outstanding as of such effective date is hereby split up and converted
into _________ shares of Common Stock, par value $.01 per share.

Except as otherwise provided in respect of any class of stock hereafter
classified or reclassified or any series thereof hereafter authorized, and
except as otherwise specifically required by law: (1) the exclusive voting power
for all purposes shall be vested in the holders of the Common Stock (excluding
the Non-Voting Common Stock); (2) the holders of shares of Non-Voting Common
Stock shall have no right to vote separately as a class; and (3) each holder of
Common Stock (excluding the Non-Voting Common Stock) shall be entitled to attend
all special and annual meetings of the stockholders of the Corporation and to
cast one vote for each outstanding share of Common Stock so held upon any matter
or thing (including without limitation the election of one or more directors)
properly submitted to a vote of, and acted upon by, the stockholders. Each share
of Common Stock (including the Non-Voting Common Stock) shall share ratably in
any dividends if or when declared by the Board of Directors of the Corporation
and paid by the Corporation. In the event of liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, each share of Common
Stock (including the Non-Voting Common Stock) shall be entitled, after payment
or provision for payment of the amount to which any class or series hereafter
authorized shall have a preference on such distributions shall be entitled,
together with any class or series not having a preference, to share ratably in
the remaining net assets of the corporation. Except with respect to voting
rights, each share of Common Stock (including the Non-Voting Common Stock) shall
have the same relative rights as and be identical in all respects to all other
shares of Common Stock.

Each share of Non-Voting Common Stock will automatically convert into
Common Stock on a share for share basis in the event of a transfer or sale of
such share of Non-Voting Common Stock by the holder thereof to any entity or
person that is not an "affiliate" of the holder. An "affiliate" of, or a person
"affiliated" with, a specified person, is a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the person specified.

Any other class or series of stock of the Corporation shall be subject
to all of the rights, privileges, preferences and priorities of such class or
series as set forth in the certificate of designations filed to establish such
class or series.

<PAGE>

The Board of Directors is authorized to provide for the issuance from
time to time of Common Stock or Preferred Stock, whether now or hereafter
authorized, in one or more class or series, or securities convertible into
shares of its stock, in one or more class or series, for such consideration as
may be determined by the Board of Directors, without further stockholder
approval. As provided by law and within the limitations and restrictions set
forth in the Company's Certificate of Incorporation, the Board of Directors is
empowered to fix or alter the powers, dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption (including sinking fund
provisions), the redemption price or prices, liquidation and other preferences,
and other special rights of any class or series of Common Stock or Preferred
Stock, whether now or hereafter authorized, and the number of shares
constituting any such class or series and the designation thereof, and to
increase or decrease the number of shares of any class or series subsequent to
the issue of shares of that class or series, but not below the number of shares
of such class or series then outstanding. In case the number of shares of any
class or series shall be so decreased, the shares constituting such decrease
shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such class or series.

ARTICLE V

In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind any or all of the Bylaws of the Corporation.

ARTICLE VI

The number of directors of the Corporation shall be fixed from time to
time by the Bylaws or by amendment thereof duly adopted by the Board of
Directors.

ARTICLE VII

Elections of directors need not be by written ballot unless the By-laws
of the Corporation shall so provide.

ARTICLE VIII

Except as otherwise provided in the Certificate of Incorporation of the
Corporation, any matter required to be voted on by stockholders of the
Corporation or any action required or permitted to be taken by the stockholders
of the Corporation must be voted on or taken at an annual or special meeting of
the stockholders of the Corporation, and may not be effected by any consent in
writing of such stockholders, except that such matter or action may be effected
by the unanimous written consent all stockholders entitled to vote on such
matter or take such action.

ARTICLE IX

<PAGE>

To the full extent permitted by the General Corporation Law or any
other applicable law currently or hereafter in effect, no director of the
Corporation will be personally liable to the Corporation or its stockholders
for or with respect to any acts or omissions in the performances of his or
her duties as a director of the Corporation. Any repeal or modification of
this Article Ninth will not adversely affect any right or protection of a
director of the Corporation existing immediately prior to such repeal or
modification.

ARTICLE X

Each person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who
had agreed to serve at the request of the Board or an officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
entity (including heirs, executors, administrators, or estate of such person)
will be indemnified by the Corporation to the full extent permitted by the
General Corporation Law or any other applicable law as currently or hereafter
in effect. The right of indemnification provided in this Article Tenth will
not be exclusive of any other rights to which any person seeking
indemnification may otherwise be entitled, and will be applicable to matters
otherwise within its scope whether or not such matters arose or arise before
or after the adoption of this Article Tenth. Any amendment, or repeal of, or
adoption of any provision inconsistent with, this Article Tenth will not
adversely affect any right or protection existing hereunder immediately prior
to such amendment, repeal, or adoption.

ARTICLE XI

No holder of any of the shares of stock of the Corporation, securities
convertible into shares of stock of the Corporation, or options, warrants or
other rights to purchase shares of stock of the Corporation, or of any class or
series thereof, whether now or hereafter authorized, shall have any preemptive
right to subscribe for or purchase any stock or other securities of the
Corporation, or any class or series thereof, whether now or hereafter
authorized, other than such, if any, as the Board of Directors, in its sole
discretion, may authorize, and at such price, upon such terms, and to such
holders as the Board of Directors, in its sole discretion, shall fix.

ARTICLE XII

Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders

<PAGE>

or class of stockholders of the Corporation, as the case may be, to
be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

ARTICLE XIII

In addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by this Amended and Restated
Certificate of Incorporation, the affirmative vote of the holders of a
majority of the voting power of all of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to amend or
repeal the provisions of Article I, Article II, Article III and Article IV of
this Amended and Restated Certificate of Incorporation of the Corporation.
Notwithstanding any other provision of this Amended and Restated Certificate
of Incorporation or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any vote of the holders of any
class or series of the stock of the Corporation required by law or by this
Amended and Restated Certificate of Incorporation, the affirmative vote of
the holders of at least seventy-five percent (75%) of the voting power of all
of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal any provision of the
Certificate of Incorporation not specified in the preceding sentence.

* * * *

THIRD: The foregoing Amended and Restated Certificate of Incorporation
has been duly adopted by the Corporation's Board of Directors in accordance with
the applicable provisions of Section 245 of the General Corporation Law of the
State of Delaware.

FOURTH: The foregoing Amended and Restated Certificate of
Incorporation has been duly authorized by the stockholders of the Corporation by
unanimous written consent.

<PAGE>

IN WITNESS WHEREOF, the undersigned have signed this Amended and
Restated Certificate this ____ day of ____________ 1999.

-------------------------
Guillermo G. Marmol
Chief Executive Officer

ATTEST:

-------------------------
J. Marshall Coleman
Secretary

<PAGE>
Exhibit 10.19

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 2, 1999 (the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Align Solutions Acquisition Corp., a Delaware
corporation ("Newco"), Align Solutions Corp., a Delaware corporation (the
"Company"), and the stockholders of the Company (the "Stockholders"), is made
and entered into as of September 2, 1999.

RECITALS

A. Luminant, Newco, the Company and the Stockholders have determined
that it is in their best interests to revise the Agreement.

B. Luminant, Newco, the Company and the Stockholders desire to amend
the Agreement on the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to
amend the Other Agreements.

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

1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. The term "Shares" means shares of
Luminant Common Stock. The term "Initial Holdings" means, with respect to each
Stockholder, the number of Shares issued to the Stockholder at the Closing. All
defined terms in the Agreement using the word "Clarant" are hereby revised to
use the word "Luminant."

2. The Agreement is amended to provide that the references in the
Agreement to "this Agreement" or "the Agreement" (including indirect references
such as "hereunder," "hereby," "herein" and "hereof") shall be deemed to be
references to the Agreement as amended hereby. To the extent that any provisions
of the Agreement as in effect prior to the effectiveness of this Amendment
conflict with or contradict the provisions of this Amendment, the provisions of
this Amendment shall control and shall supersede such inconsistent provisions.

3. Article 7 is hereby amended by adding the following new
section 7.15:

<PAGE>

7.15 EXERCISE OF OPTIONS BEFORE IPO. The Stockholders shall
not themselves, and shall use their commercially reasonable best efforts to
cause other holders of Options and Convertible Securities, if any, not to,
exercise such Options and Convertible Securities prior to the Closing that are
currently exercisable or that will become exercisable prior to Closing.

4. Article 10 is hereby amended by adding the following new
Section 10.9:

10.9 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be permitted
to sell Shares to the public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(a) shall be prohibited from exercising the Vested
Options for a period of thirty (30) days following the Closing.

5. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on
the sixth line, and replacing it with "October 15, 1999."

6. Section 17.1 is hereby amended by deleting the third sentence in its
entirety and replacing it with the following:

"In addition, if Luminant is advised in writing in good faith by any
managing underwriter of an underwritten offering of the securities
being offered pursuant to any registration statement under this Section
17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered
without adversely affecting the offering, Luminant may reduce the
number of Shares to be offered by first reducing the number of Shares
to be offered by Persons other than Luminant, the Stockholders and the
members and stockholders of the Other Founding Companies, and second by
reducing pro rata the number of Shares to be offered by Luminant, the
Stockholders and the members and stockholders of the Other Founding
Companies; provided however that in no event shall the Shares to be
offered by Luminant be reduced to less than fifty percent (50%) of the
offering; further provided that if the number of Shares to be offered
by Luminant is already less than or equal to fifty percent (50%) of the
offering, then the number of Shares to be offered by Luminant shall not
be reduced; provided, further, that the reduction in the Shares offered
by Luminant and the Stockholders and the stockholders and members of
the Other Founding Companies shall be effected on a pro rata basis;
provided that to the extent that a member or stockholder of a Founding
Company has sold (in that or one or more previous offerings), fifteen
percent

<PAGE>

(15%) or more of his or her Initial Holdings pursuant to any
registration under this Section 17.1, such holder's rights to be
included in the offering shall be subordinate to the rights of Luminant
and the other members and stockholders of the Founding Companies."

7. Article 17 of the Agreements is hereby amended by adding the
following new Section 17.6:

17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the
IPO has requested an over-allotment option relating to the IPO (the "Green
Shoe"). Luminant will provide the opportunity to each of the Stockholders to
sell up to fifteen percent (15%) of the Stockholder's Initial Holdings pursuant
to the Green Shoe; provided however that Luminant may reduce pro rata the number
of Shares to be sold by the Stockholder, the other Stockholders and the other
members and stockholders of the Other Founding Companies pursuant to the Green
Shoe if (a) Luminant determines that the inclusion of all or any portion of the
Stockholder's Shares or the aggregate number of Shares proposed to be sold
pursuant to the Green Shoe by all members and stockholders of the Founding
Companies could adversely affect the "tax free" status of the transactions
contemplated in the Agreement and the Luminant Plan of Organization; or (b) in
the aggregate stockholders and members of the respective Founding Companies have
subscribed to sell more Shares pursuant to the Green Shoe than the total number
of Shares that may be sold pursuant to the Green Shoe. Any Stockholder desiring
to sell Shares pursuant to the Green Shoe must execute the underwriting
agreement relating to the IPO and otherwise comply with customary procedures for
selling shareholders. Luminant agrees to pay the underwriting commissions and
discounts payable in respect of Shares sold pursuant to the Green Shoe by the
Stockholders.

8. EXHIBIT 2.1(a) is hereby amended by deleting it in its entirety and
replacing it with the EXHIBIT 2.1(a) attached hereto.

9. EXHIBIT 3.3 is hereby amended by deleting it in its entirety and
replacing it with the EXHIBIT 3.3 attached hereto.

10. SCHEDULE 10.8 of the Agreement is hereby amended by deleting it in
its entirety and replacing it with the SCHEDULE 10.8 attached hereto. If the
actual IPO per Share price varies from the examples reflected on SCHEDULE 10.8,
the number of options and the exercise prices will be adjusted using the same
method of calculation that was applied to arrive at the values reflected in the
examples.

11. The Company shall provide copies of resolutions of the Board of
Directors and Stockholders of the Company to Luminant approving this Amendment
promptly following its execution.

<PAGE>

12. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.

[Signature Pages Follow]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE CORPORATION

By: _________________________
Name: _________________________
Title: _________________________

ALIGN SOLUTIONS ACQUISITION CORP.

By: _________________________
Name: _________________________
Title: _________________________

ALIGN SOLUTIONS CORP.

By: _________________________
Name: _________________________
Title: _________________________

Stockholders' Representative

__________________________________

Stockholders:

Richard M. Scruggs

Heather Christine Scruggs 1999 GST Trust

<PAGE>

Julia Katerina Scruggs 1999 GST Trust

Eric Reed

W. David Debbs

Kristie J. Trice

John R. Crabb

Scott Williamson

Amy Looper

Elizbeth B. Carls

Tod E. Knight

John Perry Scroggie

Michael R. Alsup

<PAGE>

The 1996 Alice C. Alsup Trust

The 1996 Whitney H. Alsup Trust

Nancy S. Bratic

Wylie W. McDonald

Michael J. Secor

J. Benton Mayberry

Kasey Thomas Mayberry 1999 Trust

Larry D. Pierce

K. David Quackenbush

Judy Cloninger

Tim Phillips

<PAGE>

Benjamin R. McLemore, IV

Michael J. Marolda

Stephen P. Crozier

Edward W. Wagner

B. Reagan McLemore, III

David A. Ayers

Ralph Perri

Todd Perri

Mark Smith

Brian Stone

Joe Claborn

<PAGE>

Kevin Hyman

Joe Ochoa

___________________________________
Gail Alderson Smith

___________________________________
James Wes Wright

<PAGE>
Exhibit 10.20

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 2, 1999 (the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Free Range Media Acquisition Corp., a Washington
Corporation ("Newco"), Free Range Media Inc., a Washington Corporation (the
"Company"), and John C. Dimmer, John B. Dimmer, and Andrew L. Fry and (the
"Stockholders"), is made and entered into as of September 2, 1999.

RECITALS

A. Luminant, Newco, the Company and the Stockholders have determined that it is
in their best interests to revise the Agreement.

B. Luminant, Newco, the Company and the Stockholders desire to amend the
Agreement on the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to amend the
Other Agreements.

1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. The term "Shares" means shares of
Luminant Common Stock. The term "Initial Holdings" means, with respect to each
Accredited Stockholder, the number of Shares issued to the Accredited
Stockholder at the Closing. All defined terms in the Agreement using the word
"Clarant" are hereby revised to use the word "Luminant." All references to the
term "Redemption" in the Agreement are hereby deleted.

<PAGE>

Agreement as amended hereby. To the extent that any provisions of the Agreement
as in effect prior to the effectiveness of this Amendment conflict with or
contradict the provisions of this Amendment, the provisions of this Amendment
shall control and shall supersede such inconsistent provisions.

3. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(a) attached hereto.

4. EXHIBIT 2.1(e) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(e) attached hereto.

5. Section 2.1(e) of the Agreement is hereby deleted in its entirety
and replaced with the following:

(e) At the Closing, Clarant shall withhold from Cash
Consideration payable to the Accredited Stockholders and
Non-Accredited Stockholders as follows:

(i) The amount of set forth on EXHIBIT 2.1(e)
necessary to satisfy in full the broker fee obligation
("Broker Fee") set forth on SCHEDULE 5.33;

(ii) The amount of cash the Preferred Stockholder
(the sole holder of preferred stock of the Company of record
as of the date hereof) is entitled to receive for dividends
declared and accrued with respect to his preferred stock of
the Company in accordance with the Charter Documents as of the
date of the Conversion ("Accrued Dividends") pursuant to the
terms set forth on EXHIBIT 2.1(e);

(iii) The amount of cash the Lender is entitled to
receive immediately prior to the Effective Time, as determined
according to the formula set forth on EXHIBIT 2.1(e), in
satisfaction of all interest accrued as of the Closing Date
("Accrued Interest") owed to the Lender pursuant to that
certain Master Borrowing Agreement by and between Free Range
Media, Inc. and John C. Dimmer (the "Lender") dated March 4,
1997 (the "Promissory Note").

The Broker Fee, Accrued Dividends, and Accrued Interest are
referred to collectively as the "Payment Obligations". At or
prior to the Closing, the Company may reallocate the amounts
withheld from the Cash Consideration among the categories
specified in clauses (i) - (iii) of this Section 2.1(e) as
necessary; PROVIDED, HOWEVER, that the Broker Fee and the
Accrued Interest shall be paid in full; PROVIDED FURTHER,
HOWEVER, that in no event shall any changes to the application
of the Cash Consideration increase the amount of the Cash
Consideration.

<PAGE>

6. The chapeau of Section 3.1 is deleted in its entirety and replaced
with the following:

3.1 MERGER CONSIDERATION; TENDER. At the Closing, Luminant
shall deliver to the stockholders of the Company and holders
of Options of the Company the considertion (the "Merger
Consideration") in accordance with EXHIBIT 2.1(a), less the
amount of cash to be withheld in satisfaction of the Payment
Obligations in accordance with the formulas set forth on
EXHIBIT 2.1(e) as follows:

7. EXHIBIT 3.3 is deleted in its entirety and replaced with the
EXHIBIT 3.3 attached hereto.

8. Section 3.4 is deleted in its entirety and replaced with the
following:

3.4 SATISFACTION OF THE PAYMENT OBLIGATIONS. The Payment
Obligations shall be paid by the Surviving Corporation
immediately after the Effective Time by wire transfer to the
Preferred Stockholder, the Lender, and the Broker respectively
pursuant to wire instructions to be provided to Luminant no
later than fifteen (15) days before the Closing. Upon receipt
of funds in satisification of the obligation to pay the
Accrued Dividends, the Preferred Stockholder shall deliver to
the Surviving Corporation, with a copy to Luminant, the
acknowledgement referred to in Section 7.14. Upon receipt of
funds in satisfaction of the obligation to pay the Accrued
Interest, the Lender shall deliver to the Surviving
Corporation, with a copy to Luminant, a written release of any
and all obligations with respect to the Accrued Interest. The
Stockholders shall cause the Broker, upon receipt of funds in
satisfication of the Broker Fee, to deliver to the Surviving
Corporation, with a copy to Luminant, a written release of any
and all obligations under the Broker Agreement. In the event
that the Cash Consideration is not sufficient to satisfy in
full the Payment Obligations, the Stockholders shall pay any
and all remaining amounts owed under such Payment Obligations.

9. Section 7.14 is deleted in its entirety and replaced with the
following:

7.14 CONVERSION OF PREFERRED STOCK. Prior to the Pre-Closing
Date, the Company shall convert, and the Stockholders shall
cause to be converted, all issued and outstanding preferred
stock of the Company before the Pre-Closing Date into an equal
number of common stock of the Company (the "Conversion"). Such
Conversion shall be in accordance with the Charter Documents
of the Company. The Preferred Stockholder shall execute and
deliver (i) all proper documents to cause such Conversion in
accordance with the Charter Documents and (ii) a full waiver
of any of his rights under the Charter Documents of the

<PAGE>

Company or other instruments or agreements relating to his
preferred stock of the Company. As of the date of the
Conversion, the Preferred Stockholder shall cease to accrue
dividends or hold any other rights associated with the
preferred stock and the Preferred Stockholder shall only be
entitled to receive shares of common stock of the Company in
accordance with the conversion formulas set forth in the
Charter Documents, such conversion shall be one share of
common stock of the Company in exchange for each share of
preferred stock of the Company. The Preferred Stockholder
and the Company shall execute a written acknowledgement of
the Conversion which (A) sets forth the specified number of
shares of preferred stock of the Company converted to a
specified number common stock of the Company, (B)
acknowledges the cancellation and extinguishment thereby of
all issued and outstanding shares of preferred stock, and
(C) sets forth the amount of any Accrued Dividends as of the
date of Conversion and acknowledge and agree that such
Accrued Dividends will be payable by the Surviving
Corporation immediately after the Closing in accordance with
the terms of EXHIBIT 2.1(e). Upon the Conversion of the
preferred stock of the Company, (1) the preferred stock
shall thereby be automatically cancelled and extinguished
and no longer deemed outstanding for any purpose, and (2)
there shall be no other issued and outstanding capital stock
of the Company other than the common stock of the Company.

10. Article 7 is hereby amended by adding the following new
section 7.17:

7.17 EXERCISE OF OPTIONS BEFORE IPO. The Stockholders agree to
use their commercially reasonable best efforts to cause
holders of Options, Convertible Securities and participation
rights, if any, that are currently exercisable or that will
become exercisable prior to Closing to refrain from exercising
such Options and Convertible Securities prior to the Closing.

11. Article 7 is hereby amended by adding the following new
section 7.18:

7.18 LOAN AGREEMENT. Prior to the Closing, the Company,
Lender, and Luminant shall enter into a loan agreement (the
"Loan Agreement") to modify the Promissory Note substantially
in accordance with the term sheet attached hereto as EXHIBIT
7.18. Simultaneous with the execution and delivery of such
Loan Agreement, Company shall issue to Lender a promissory
note in connection with such Loan Agreement. The obligations
of the Company under Loan Agreement and related documents
shall be assumed by the Surviving Corporation and survive the
Closing.

12. Section 9.19 is deleted in its entirety and replaced with the
following:

<PAGE>

9.19 CONVERSION OF PREFERRED STOCK AND CONTRIBUTIONS OF
CAPITAL. The Company shall deliver to Luminant (i) evidence of
the Conversion in accordance with Section 7.14; (ii) written
acknowledgement by the Preferred Stockholder of the Conversion
and cancelation and waiver in full of his rights as a
preferred stockholder of the Company in accordance with
Section 7.14; and (iii) evidence of the contribution to the
capital of the Company made by the Lender, if any, in
accordance with EXHIBIT 2.1(e).

13. Section 10.8 is deleted in its entirety and replaced with the
following:

10.8 SATISFACTION OF CERTAIN PAYMENT OBLIGATIONS. Immediately
after the Effective Time, the Surviving Corporation shall pay
in full, pursuant to Section 3.4, the amount set forth on
EXHIBIT 2.1(e) in satisfaction of the Accrued Dividends,
Accrued Interest and the Broker Fee. All obligations of the
Company with respect to the Accrued Dividends shall be
released in full by the Preferred Stockholder upon receipt of
such payment. The Preferred Stockholder upon receipt of such
payment shall immediately deliver to the Surviving
Corporation, with a copy to Luminant, a written release of all
obligations of the Company with respect to such Accrued
Dividends. All obligations of the Company with respect to the
Accrued Interest shall be released in full by the Lender upon
receipt of such payment. The Lender upon receipt of such
payment shall immediately deliver to the Surviving
Corporation, with a copy to Luminant, a written release of all
obligations of the Company with respect to Accrued Interest.
All obligations of the Company under the Broker Agreement
described on SCHEDULE 5.33 shall be released in full by the
Broker upon receipt of such payment. The Stockholders shall
cause the Broker, upon receipt of his respective payment, to
immediately deliver to the Surviving Corporation, with a copy
to Luminant, a written release of all obligations of the
Company under the Broker Agreement.

14. Article 10 is hereby amended by adding the following new
Section 10.9:

10.9 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on
Form S-8 pursuant to which eligible Persons holding options to
purchase Shares will be permitted to sell Shares to the
public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(a) shall be prohibited from
exercising the Vested Options for a period of thirty (30) days
following the Closing.

15. Article 17 is hereby amended by adding the following new
Section 17.6:

17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the
IPO has requested an over-allotment option relating to the IPO
(the "Green Shoe").

<PAGE>

Luminant will provide the opportunity to each of the
Accredited Stockholders to sell up to fifteen percent (15%)
of the Stockholder's Initial Holdings pursuant to the Green
Shoe; provided however that Luminant may reduce pro rata the
number of Shares to be sold by the Accredited Stockholder,
the other Accredited Stockholders and the other members
and stockholders of the Other Founding Companies pursuant to
the Green Shoe if (a) Luminant determines that the inclusion
of all or any portion of the Accredited Stockholder's Shares
or the aggregate number of Shares proposed to be sold pursuant
to the Green Shoe by all members and stockholders of the
Founding Companies could adversely affect the "tax free"
status of the transactions contemplated in the Agreement and
the Luminant Plan of Organization; or (b) in the aggregate
stockholders and members of the respective Founding Companies
have subscribed to sell more Shares pursuant to the Green Shoe
than the total number of Shares that may be sold pursuant to
the Green Shoe. Any Accredited Stockholder desiring to sell
Shares pursuant to the Green Shoe must execute the
underwriting agreement relating to the IPO and otherwise
comply with customary procedures for selling shareholders.
Luminant agrees to pay the underwriting commisions and
discounts payable in respect of Shares sold pursuant to the
Green Shoe by the stockholders.

16. The third sentence of Section 17.1 is hereby deleted in its
entirety and replaced with the following: "In addition, if Luminant is advised
in writing in good faith by any managing underwriter of an underwritten offering
of the securities being offered pursuant to any registration statement under
this Section 17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered without
adversely affecting the offering, Luminant may reduce the number of Shares to be
offered by first reducing the number of Shares to be offered by Persons other
than Luminant, the Accredited Stockholders and the members and stockholders of
the Other Founding Companies, and second by reducing pro rata the number of
Shares to be offered by Luminant, the Accredited Stockholders and the members
and stockholders of the Other Founding Companies; provided however that in no
event shall the Shares to be offered by Luminant be reduced to less than fifty
percent (50%) of the offering; further provided that if the number of Shares to
be offered by Luminant is already less than or equal to fifty percent (50%) of
the offering, then the number of Shares to be offered by Luminant shall not be
reduced. Subject to the foregoing, the reduction in the Shares offered by
Luminant and the Accredited Stockholders and the stockholders and members of the
Other Founding Companies shall be effected on a pro rata basis; provided that to
the extent that a member or stockholder of a Founding Company has sold (in that
or a previous offering), or is being provided the right to sell, fifteen percent
(15%) or more of his or her Initial Holdings pursuant to any registration under
this Section 17.1, such holder's rights to be included in the offering shall be
subordinate to the rights of Luminant and the other members

<PAGE>

and stockholders of the Founding Companies."

17. Resolutions of the Board of the Company and the resolutions of the
stockholders of the Company approving this Amendment shall be adopted
substantially the form attached hereto as EXHIBIT 17 as soon as practicable
after the date hereof.

18. Section 12.1(b) is hereby amended by deleting "December 31, 1999"
on the 6th line, and inserting "October 15, 1999."

19. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.

[Signature Page Follows]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE CORPORATION

By: ____________________________
Name: ____________________________
Title: ____________________________

FREE RANGE MEDIA ACQUISITION CORP.

By: ____________________________
Name: ____________________________
Title: ____________________________

FREE RANGE MEDIA, INC.

By: ____________________________
Name: ____________________________
Title: ____________________________

STOCKHOLDERS:

___________________________________
John C. Dimmer

___________________________________
John B. Dimmer

___________________________________
Andrew L. Fry

<PAGE>
Exhibit 10.21

EXECUTION COPY

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 2, 1999 (the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Icon Acquisition Corp., a Texas corporation ("Newco"),
Integrated Consulting, Inc., a Texas corporation (the "Company"), and the
stockholders of the Company (the "Stockholders"), is made and entered into as of
September 2, 1999.

RECITALS

A. Luminant, Newco, the Company and the Stockholders have determined that it is
in their best interests to revise the Agreement.

B. Luminant, Newco, the Company and the Stockholders desire to amend the
Agreement on the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to amend the
Other Agreements.

3. Article 7 is hereby amended by adding the following new
section 7.15:

<PAGE>

4. Article 10 is hereby amended by adding the following new
Section 10.8:

10.8 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be permitted
to sell Shares to the public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(a) shall be prohibited from exercising the Vested
Options for a period of thirty (30) days following the Closing.

5. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on
the sixth line, and replacing it with "October 15, 1999."

6. Section 17.1 is hereby amended by deleting the third sentence in its
entirety and replacing it with the following:

<PAGE>

(15%) or more of his or her Initial Holdings pursuant to any
registration under this Section 17.1, such holder's rights to be
included in the offering shall be subordinate to the rights of
Luminant and the other members and stockholders of the Founding
Companies."

7. Article 17 of the Agreements is hereby amended by adding the
following new Section 17.6:

8. EXHIBIT 2.1(a) is hereby amended by deleting it in its entirety and
replacing it with the EXHIBIT 2.1(a) attached hereto.

9. EXHIBIT 3.3 is hereby amended by deleting it in its entirety and
replacing it with the EXHIBIT 3.3 attached hereto.

10. The Company shall provide copies of resolutions of the Board of
Directors and Stockholders of the Company to Luminant approving this Amendment
promptly following its execution.

11. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.

[Signature Pages Follow]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE CORPORATION

By: _________________________
Name: _________________________
Title: _________________________

ICON ACQUISITION CORP.

By: _________________________
Name: _________________________
Title: _________________________

INTEGRATED CONSULTING, INC.

By: _________________________
Name: _________________________
Title: _________________________

Stockholders:

__________________________________
Calvin W. Carter

__________________________________
Elliott W. Hawkes

__________________________________
David Todd McGee

<PAGE>
Exhibit 10.22

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

This AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 1, 1999 (as in effect on the date hereof, but
without giving effect to this Amendment, the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Interactive8 Acquisition Corp., a New York corporation
("Newco"), Interactive8, Inc., a New York corporation (the "Company") and the
stockholders named therein (the "Stockholders"), is made and entered into as of
September 2, 1999.

RECITALS

A. Luminant, Newco, the Company and Stockholders have determined that
it is in their best interests to revise the Agreement.

B. Luminant, Newco, the Company and Stockholders desire to amend the
Agreement on the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to
amend the Other Agreements.

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

1. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. The term "Shares" means shares of Luminant
Common Stock. The term "Initial Holdings" means the number of Shares issued to
the Stockholders at the Closing. All defined terms in the Agreement using the
word "Clarant" are hereby revised to use the word "Luminant."

2. The Agreement is amended to provide that the references in the Agreement to
"this Agreement" or "the Agreement" (including indirect references such as
"hereunder," "hereby," "herein" and "hereof") shall be deemed to be references
to the Agreement as amended hereby. To the extent that any provisions of the
Agreement as in effect prior to the effectiveness of this Amendment conflict
with or contradict the provisions of this Amendment, the provisions of this
Amendment shall control and shall supersede such inconsistent provisions.

<PAGE>

3. Section 3.1 is hereby deleted in its entirety and replaced with the
following:

3.1 MERGER CONSIDERATION; TENDER. At the Closing, Luminant shall
deliver to the Stockholders of the Company the consideration allocable
pro rata to each such holder (the "Merger Consideration") as follows:

(a) upon the surrender by each of the Company's
Stockholders of his or her certificates for shares of Company Stock
each of the Accredited Stockholders shall receive (A) the number of
shares of Clarant Common Stock allocable to such Accredited Stockholder
pursuant to EXHIBIT 2.1(a) and (B) the amount of cash allocable to such
Accredited Stockholder pursuant to EXHIBIT 2.1(a); and

(b) The cash portion of the Merger Consideration allocable
to each Accredited Stockholder of the Company shall be paid by wire
transfer to the accounts of each such holder pursuant to the wire
transfer instructions given on EXHIBIT 16(f)(iii).

4. Article 7 is hereby amended by adding the following new Section 7.15:

7.15 EXERCISE OF OPTIONS BEFORE IPO. The Stockholders agree to use
their commercially reasonable best efforts to cause holders of Options
and Convertible Securities, if any, that are currently exercisable or
that will become exercisable prior to Closing to refrain from
exercising such Options and/or Convertible Securities prior to the
Closing.

5. Article 10 is hereby amended by adding the following new Sections 10.7
and 10.8:

10.7 FORM S-8 FILING. Within thirty (30) days after the Closing,
Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be
permitted to sell Shares to the public. Persons holding the "Vested
Options" in Luminant identified on EXHIBIT 2.1(a) shall be prohibited
from exercising the Vested Options for a period of thirty (30) days
following the Closing.

10.8 OPTIONS AND CONVERTIBLE SECURITIES. At the Closing, all
Options that are vested as of the Closing Date (as shown on EXHIBIT
5.3) shall be treated as set forth on SCHEDULE 10.8; provided, however,
that fifty percent (50%), or such other number as the parties mutually
agree upon, of such Options shall be terminated in consideration for
cash consideration, the amount of which will be determined in
accordance with SCHEDULE 10.8, and all Options that are not vested as
of the Closing Date shall be terminated no later than the Effective
Time.

<PAGE>

6. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on the
sixth line and inserting "October 15, 1999."

7. The third sentence of Section 17.1 is hereby deleted in its entirety and
replaced with the following:

In addition, if Luminant is advised in writing in good faith by any
managing underwriter of an underwritten offering of the securities
being offered pursuant to any registration statement under this Section
17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered
without adversely affecting the offering, Luminant may reduce the
number of Shares to be offered by first reducing the number of Shares
to be offered by Persons other than Luminant, the Stockholders and the
members and stockholders of the Other Founding Companies, and second by
reducing pro rata the number of Shares to be offered by Luminant, the
Stockholders and the members and stockholders of the Other Founding
Companies; provided however that in no event shall the Shares to be
offered by Luminant be reduced to less than fifty percent (50%) of the
offering; further provided that if the number of Shares to be offered
by Luminant is already less than or equal to fifty percent (50%) of the
offering, then the number of Shares to be offered by Luminant shall not
be reduced. Subject to the foregoing, the reduction in the Shares
offered by Luminant and the Stockholders and the stockholders and
members of the Other Founding Companies shall be effected on a pro rata
basis; provided that to the extent that a member or stockholder of a
Founding Company has sold (in that or a previous offering), or is being
provided the right to sell, fifteen percent (15%) or more of his or her
Initial Holdings pursuant to any registration under this Section 17.1,
such holder's rights to be included in the offering shall be
subordinate to the rights of Luminant and the other members and
stockholders of the Founding Companies.

8. Article 17 is hereby amended by adding the following new Section 17.6:

<PAGE>

Founding Companies could adversely affect the "tax free" status of
the transactions contemplated in the Agreement and the Luminant Plan of
Organization; or (b) in the aggregate, stockholders and members of the
respective Founding Companies have subscribed to sell more Shares
pursuant to the Green Shoe than the total number of Shares that may be
sold pursuant to the Green Shoe. Any Stockholder desiring to sell
Shares pursuant to the Green Shoe must execute the underwriting
agreement relating to the IPO and otherwise comply with customary
procedures for selling shareholders. Luminant agrees to pay the
underwriting commissions and discounts payable in respect of Shares
sold pursuant to the Green Shoe by the Stockholders.

9. Article 18 is hereby amended by deleting the definition of "Fully-Diluted."

10. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and replaced with
the EXHIBIT 2.1(a) attached hereto.

11. EXHIBIT 3.3 is deleted in its entirety and replaced with the EXHIBIT 3.3
attached hereto.

12. Except as herein provided, the Agreement shall remain unchanged and in full
force and effect.

[Signature Page Follows]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE CORPORATION

By: _________________________
Name:
Title:

INTERACTIVE8 ACQUISITION CORP.

By: _________________________
Name:
Title:

INTERACTIVE8, INC.

By: _________________________
Name:
Title:

STOCKHOLDERS:

_____________________________
Douglas M. Rice

_____________________________
Morris William Markel

<PAGE>

Exhibit 10.23

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 2, 1999 (as in effect on the date hereof, but
without giving effect to this Amendment, the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Multimedia Acquisition LLC, a New York limited
liability company ("Newco"), Multimedia Resources, LLC, a New York limited
liability company (the "Company"), Henry Heilbrunn, Lynn J. Branigan and Norman
L. Dawley, (collectively, the "Members"), is made and entered into as of
September 3, 1999.

RECITALS

A. Luminant, Newco, the Company and the Members have determined that it is in
their best interests to revise the Agreement.

B. Luminant, Newco, the Company and the Members desire to amend the Agreement on
the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to amend the
Other Agreements on substantially similar terms as those set forth herein.

1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. The term "Shares" means shares of
Luminant Common Stock. The term "Initial Holdings" means, with respect to each
Member, the number of Shares issued to the Member at the Closing. All defined
terms in the Agreement using the word "Clarant" are hereby revised to use the
word "Luminant."

<PAGE>

3. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(a) attached hereto.

4. Article 17 is hereby amended by adding the following new
Section 17.6:

17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the
IPO has requested an over-allotment option relating to the IPO (the "Green
Shoe"). Luminant will provide the opportunity to each of the Members to sell up
to fifteen percent (15%) of the Member's Initial Holdings pursuant to the Green
Shoe; provided however that Luminant may reduce pro rata the number of Shares to
be sold by the Member, the other Members and the other members and stockholders
of the Other Founding Companies pursuant to the Green Shoe if (a) Luminant
determines that the inclusion of all or any portion of the Member's Shares or
the aggregate number of Shares proposed to be sold pursuant to the Green Shoe by
all members and stockholders of the Founding Companies could adversely affect
the "tax free" status of the transactions contemplated in the Agreement and the
Luminant Plan of Organization; or (b) in the aggregate stockholders and members
of the respective Founding Companies have subscribed to sell more Shares
pursuant to the Green Shoe than the total number of Shares that may be sold
pursuant to the Green Shoe. Any Member desiring to sell Shares pursuant to the
Green Shoe must execute the underwriting agreement relating to the IPO and
otherwise comply with customary procedures for selling shareholders. Luminant
agrees to pay the underwriting commissions and discounts payable in respect of
Shares sold pursuant to the Green Shoe by the Members.

5. The third sentence of Section 17.1 is hereby deleted in its entirety
and replaced with the following: "In addition, if Luminant is advised in writing
in good faith by any managing underwriter of an underwritten offering of the
securities being offered pursuant to any registration statement under this
Section 17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered without
adversely affecting the offering, Luminant may reduce the number of Shares to be
offered by first reducing the number of Shares to be offered by Persons other
than Luminant, the Members and the members and stockholders of the Other
Founding Companies, and second by reducing pro rata the number of Shares to be
offered by Luminant, the Members and the members and stockholders of the Other
Founding Companies; provided however that in no event shall the Shares to be
offered by Luminant be reduced to less than fifty percent (50%) of the offering;
further provided that if the number of Shares to be offered by Luminant is
already less than or equal to fifty percent (50%) of the offering, then the
number of Shares to be offered by Luminant shall not be reduced. Subject to the
foregoing, the reduction in the Shares offered by Luminant and the Members and
the stockholders and members of the Other Founding Companies shall be effected
on a pro rata basis;

<PAGE>

provided that to the extent that a member or stockholder of a Founding Company
has sold (in that or a previous offering), or is being provided the right to
sell, fifteen percent (15%) or more of his or her Initial Holdings pursuant to
any registration under this Section 17.1, such holder's rights to be included in
the offering shall be subordinate to the rights of Luminant and the other
members and stockholders of the Founding Companies."

6. Article 10 is hereby amended by adding the following new
Section 10.5:

10.5 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 covering,
among other things, Shares issuable upon exercise of options to be granted to
employees of the Luminant group of companies. Persons holding the "Vested
Options" in Luminant identified on EXHIBIT 2.1(a) shall be prohibited from
exercising the Vested Options for a period of thirty (30) days following the
Closing.

7. Section 7.3(c) of the Agreement is deleted and replaced with the
following revised Section 7.3(c):

(c) declare or pay any dividend, or make any distribution in
respect of its capital interests whether now or hereafter outstanding, or
purchase, redeem or otherwise acquire or retire for value any interests or
engage in any transaction that will significantly affect the cash reflected on
the Balance Sheet of the Company; except that the Company may make distributions
to the Members in the Ordinary Course of Business up to the amount of the
Company's earnings provided that the aggregate amount of such distributions does
not create a working capital deficit for the Company of greater than $75,000;

8. EXHIBIT 3.3 is deleted in its entirety and replaced with the
EXHIBIT 3.3 attached hereto.

9. Attached hereto as EXHIBIT 8 are resolutions of the Members
approving this Amendment.

10. Section 12.1(b) is hereby amended by deleting "December 31, 1999"
on the fifth and sixth line, and inserting "October 15, 1999."

11. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.

<PAGE>

[Signature Page Follows]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE CORPORATION

By: ___________________________
Name: ___________________________
Title: ___________________________

MULTIMEDIA ACQUISITION LLC

By: ___________________________
Name: ___________________________
Title: ___________________________

MULTIMEDIA RESOURCES, LLC

By: ___________________________
Name: ___________________________
Title: ___________________________

MEMBERS:

__________________________________
Henry Heilbrunn

__________________________________
Lynn J. Branigan

__________________________________
Norman L. Dawley

<PAGE>
Exhibit 10.24

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 1, 1999 (the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), Potomac Partners Acquisition LLC, a Delaware limited
liability company ("Newco"), Potomac Partners Management Consulting, LLC, a
Delaware limited liability company (the "Company"), and Simon J. Blanks, James
R. Corey, Robert J. Kacergis, Paul Wedeking, Brian D. Methvin, Donald S.
Perkins, Ellen R. Marram, John M. Richman, Thomas Puglisi and Michael Smith (the
"Members"), is made and entered into as of September 2, 1999.

RECITALS

A. Luminant, Newco, the Company and the Members have determined that it
is in their best interests to revise the Agreement.

B. Luminant, Newco, the Company and the Members desire to amend the
Agreement on the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to
amend the Other Agreements.

1. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement. The term "Shares" means shares of
Luminant Common Stock. The term "Initial Holdings" means, with respect to each
Member, the number of Shares issued to the Member at the Closing. All defined
terms in the Agreement using the word "Clarant" are hereby revised to use the
word "Luminant."

<PAGE>

of this Amendment shall control and shall supersede such inconsistent
provisions.

3. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(a) attached hereto.

4. Article 17 is hereby amended by adding the following new
Section 17.6:

17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the
IPO has requested an over-allotment option relating to the IPO (the "Green
Shoe"). Luminant will provide the opportunity to each of the Members to sell up
to fifteen percent (15%) of the Member's Initial Holdings pursuant to the Green
Shoe; provided however that Luminant may reduce pro rata the number of Shares to
be sold by the Member, the other Members and the other members and stockholders
of the Other Founding Companies pursuant to the Green Shoe if (a) Luminant
determines that the inclusion of all or any portion of the Member's Shares or
the aggregate number of Shares proposed to be sold pursuant to the Green Shoe by
all members and stockholders of the Founding Companies could adversely affect
the "tax free" status of the transactions contemplated in the Agreement and the
Luminant Plan of Organization; or (b) in the aggregate stockholders and members
of the respective Founding Companies have subscribed to sell more Shares
pursuant to the Green Shoe than the total number of Shares that may be sold
pursuant to the Green Shoe. Any Member desiring to sell Shares pursuant to the
Green Shoe must execute the underwriting agreement relating to the IPO and
otherwise comply with customary procedures for selling shareholders. Luminant
agrees to pay the underwriting commissions and discounts payable in respect of
Shares sold pursuant to the Green Shoe by the Members.

<PAGE>

reduction in the Shares offered by Luminant and the Members and the stockholders
and members of the Other Founding Companies shall be effected on a pro rata
basis; provided that to the exten that a member or stockholder of a Founding
Company has sold (in that or a previous offering), or is being provided the
right to sell, fifteen percent (15%) or more of his or her Initial Holdings
pursuant to any registration under this Section 17.1, such holder's rights to be
included in the offering shall be subordinate to the rights of Luminant and the
other members and stockholders of the Founding Companies."

6. Article 10 is hereby amended by adding the following new
Section 10.6:

10.6 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be permitted
to sell Shares to the public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(a) shall be prohibited from exercising the Vested
Options for a period of thirty (30) days following the Closing.

7. EXHIBIT 3.3 is deleted in its entirety and replaced with the EXHIBIT
3.3 attached hereto. The Additional Contingent Consideration shall be paid in
the same mixture of cash and Shares as provided for payment of the Contingent
Consideration under EXHIBIT 3.3.

8. Article 7 is hereby amended by adding the following new
section 7.16:

7.16 EXERCISE OF OPTIONS BEFORE IPO. The Members agree to use
their commercially reasonable best efforts to cause holders of Options,
Convertible Securities and participation rights, if any, that are currently
exercisable or that will become exercisable prior to Closing to refrain from
exercising such Options and Convertible Securities prior to the Closing.

9. Section 10.5(a) of the Agreement is hereby deleted in its entirety
and restated as follows: each of the holders of participation rights shall
receive the number of Luminant Options set forth beside his or her name on
EXHIBIT 9.

10. Attached hereto as EXHIBIT 10 are resolutions of the Members
approving this Amendment.

11. Section 12.1(b) is hereby amended by deleting "December 31, 1999"
on the sixth line, and inserting "October 15, 1999."

<PAGE>

12. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.

[signatures on following page]

4
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE POTOMAC PARTNERS ACQUISITION LLC
CORPORATION

By: _________________________ By: _________________________
Name: _________________________ Name: _________________________
Title: _________________________ Title: _________________________

POTOMAC PARTNERS MANAGEMENT
CONSULTING, LLC

By: _________________________
Name: _________________________
Title: _________________________

MEMBERS:

_____________________________ ___________________________
Simon J. Blanks Paul Wedeking

_____________________________ ___________________________
James R. Corey Ellen R. Marram

_____________________________ ___________________________
Robert J. Kacergis Donald S. Perkins

_____________________________ ___________________________
Brian D. Methvin John M. Richman

_____________________________ ___________________________
Thomas Puglisi Michael Smith

<PAGE>

Exhibit 10.25

AMENDMENT TO AGREEMENT AND PLAN OF ORGANIZATION

THIS AMENDMENT (the "Amendment") to the Agreement and Plan of
Organization, dated as of June 1, 1999 (as in effect on the date hereof, but
without giving effect to this Amendment, the "Agreement"), by and among Luminant
Worldwide Corporation, a Delaware corporation (f/k/a Clarant, Inc. and referred
to herein as "Luminant"), RSI I Acquisition Corp., a Texas corporation
("Newco"), RSI Group, Inc., a Texas corporation (the "Company") Resource
Solutions International, LLC, a Texas limited liability company ("the
Subsidiary"), and Charles Harrison, Carolyn Brown, and Bruce D. Grant (each
individually a "Stockholder" and collectively, the "Stockholders"), is made and
entered into as of September 2, 1999.

RECITALS

A. Luminant, Newco, the Company and the Stockholders have determined that it is
in their best interests to revise the Agreement.

B. Luminant, Newco, the Company and the Stockholders desire to amend the
Agreement on the terms and subject to the conditions set forth herein.

C. All of the Other Founding Companies have simultaneously agreed to amend the
Other Agreements.

<PAGE>

of this Amendment, the provisions of this Amendment shall control and shall
supersede such inconsistent provisions.

3. EXHIBIT 2.1(a) of the Agreement is deleted in its entirety and
replaced with the EXHIBIT 2.1(a) attached hereto.

4. Article 17 is hereby amended by adding the following new
Section 17.6:

5. The third sentence of Section 17.1 is hereby deleted in its entirety
and replaced with the following: "In addition, if Luminant is advised in writing
in good faith by any managing underwriter of an underwritten offering of the
securities being offered pursuant to any registration statement under this
Section 17.1 that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered without
adversely affecting the offering, Luminant may reduce the number of Shares to be
offered by first reducing the number of Shares to be offered by Persons other
than Luminant, the Stockholders and the members and stockholders of the Other
Founding Companies, and second by reducing pro rata the number of Shares to be
offered by Luminant, the Stockholders and the members and stockholders of the
Other Founding Companies; provided however that in no event shall the Shares to
be offered by Luminant be reduced to less than fifty percent (50%) of the
offering; further provided that if the number of Shares to be offered by
Luminant is already less than or equal to fifty percent (50%) of the offering,
then the number of Shares to be offered by Luminant shall not be reduced.
Subject to the foregoing, the

<PAGE>

reduction in the Shares offered by Luminant and the Stockholders and the
stockholders and members of the Other Founding Companies shall be effected on a
pro rata basis; provided that to the extent that a member or stockholder of a
Founding Company has sold (in that or a previous offering), or is being provided
the right to sell, fifteen percent (15%) or more of his or her Initial Holdings
pursuant to any registration under this Section 17.1, such holder's rights to be
included in the offering shall be subordinate to the rights of Luminant and the
other members and stockholders of the Founding Companies."

6. Article 10 is hereby amended by adding the following new Section
10.6:

10.6 FORM S-8 FILING. Within thirty (30) days after the
Closing, Luminant agrees to file a registration statement on Form S-8 pursuant
to which eligible Persons holding options to purchase Shares will be permitted
to sell Shares to the public. Persons holding the "Vested Options" in Luminant
identified on EXHIBIT 2.1(A) shall be prohibited from exercising the Vested
Options for a period of thirty (30) days following the Closing.

7. EXHIBIT 3.3 is deleted in its entirety and replaced with the
EXHIBIT 3.3 attached hereto.

8. Attached hereto as EXHIBIT 8 are resolutions of the Stockholders and
the Board of Directors of the Company approving this Amendment.

9. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on
the sixth line of the paragraph, and inserting "October 15, 1999."

10. Except as herein provided, the Agreement shall remain unchanged and
in full force and effect.

[Signature Page Follows]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE RSI I ACQUISITION CORP.,
CORPORATION

By: _________________________ By: _________________________
Name: _________________________ Name: _________________________
Title: _________________________ Title: _________________________

RSI GROUP, INC. RESOURCE SOLUTIONS
INTERNATIONAL, LLC

By: _________________________ By: _________________________
Name: _________________________ Name: _________________________
Title: _________________________ Title: _________________________

STOCKHOLDERS:

- ----------------------------- -------------------------------
Charles Harrison Carolyn Brown

- -----------------------------
Bruce D. Grant

<PAGE>
Exhibit 10.26

AMENDMENT TO CONTRIBUTION AGREEMENT

This AMENDMENT (the "Amendment") to the Contribution Agreement, dated
as of June 7, 1999 (as in effect on the date hereof, but without giving effect
to this Amendment, the "Agreement"), by and between Luminant Worldwide
Corporation, a Delaware corporation (f/k/a Clarant Worldwide Corporation and
referred to herein as "Luminant"), and Young & Rubicam Inc., a Delaware
corporation (the "Contributor"), is made and entered into as of September 2,
1999.

RECITALS

A. Luminant and Contributor have determined that it is in their best
interests to revise the Agreement.

B. Luminant and Contributor desire to amend the Agreement on the terms
and subject to the conditions set forth herein.

C. All of the Other Founding Companies and their stockholders or
members have simultaneously executed and delivered amendments to each of their
respective Other Agreements.

1. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement. The term "Shares" means shares of Luminant
Common Stock. The term "Initial Holdings" means the number of Shares issued to
Contributor at the Closing. All defined terms in the Agreement using the word
"Clarant" are hereby revised to use the word "Luminant."

2. The Agreement is amended to provide that the references in the Agreement to
"this Agreement" or "the Agreement" (including indirect references such as
"hereunder," "hereby," "herein" and "hereof") shall be deemed to be references
to the Agreement as amended hereby. To the extent that any provisions of the
Agreement as in effect prior to the effectiveness of this Amendment conflict
with or contradict the provisions of this Amendment, the provisions of this
Amendment shall control and shall supersede such inconsistent provisions.

<PAGE>

3. Article 3 is hereby amended by adding a new Section 3.4 and Section 3.5 to
read as follows:

3.4 SALE AND PURCHASE OF SHARES AT IPO. At the closing of the IPO,
Luminant agrees to sell to Contributor, and Contributor agrees to
purchase from Luminant, shares of Luminant Common Stock, at the IPO
price per share, with an aggregate value equal to fifteen million
dollars ($15,000,000). The Underwriters' discount for the transaction
described in this Section 3.4 shall not exceed four percent (4.0%) and
shall be paid by Luminant.

3.5 ISSUANCE OF NON-VOTING COMMON STOCK; EXCHANGE OF VOTING
COMMON STOCK FOR NON-VOTING COMMON STOCK.

(a) Solely to the extent that any issuance of shares of Luminant
Common Stock to Contributor in connection with the transactions
contemplated hereby, including but not limited to the payment of the
Merger Consideration or the Contingent Consideration, and the issuance
of shares pursuant to the exercise of the option described in Section
10.8(i), would cause Contributor's direct or indirect ownership of
Luminant Stock to exceed eighteen percent (18%) of the issued and
outstanding voting securities of Luminant, Luminant shall issue to
Contributor shares of non-voting common stock of Luminant (the
"Non-Voting Common Stock").

(b) Except for voting rights, the Non-Voting Common Stock shall
have the same rights, entitlements and preferences as any other class
of Luminant Common Stock.

(c) Luminant shall use commercially reasonable efforts to inform
the Contributor when Contributor's direct or indirect ownership of
Luminant Stock may exceed eighteen percent (18%) of the issued and
outstanding voting securities of Luminant.

(d) Luminant shall, upon Contributor's request, exchange on a
one-for-one basis any shares of Luminant Common Stock held by
Contributor for shares of Non-Voting Common Stock.

(e) The parties acknowledge and agree that the value of each share
of Non-VotingCommon Stock is equal to the value of each share of
Luminant Common Stock, and that any shares of Non-Voting Common Stock
issued to Contributor in lieu of shares of Luminant Common Stock
pursuant to Section 3.5(a), or in exchange for shares of Luminant
Common Stock pursuant to Section 3.5(d), shall be treated as shares of
Luminant Common Stock for all other purposes under this Agreement and
the transactions contemplated hereby.

2
<PAGE>

4. Section 10.3(b) is hereby amended by deleting "ten (10)" on the third line
and inserting "eleven (11)."

5. Section 10.8(i) is amended to provide that Luminant shall grant to
Contributor, at the Closing, an option to purchase one million eight hundred
thousand (1,800,000) shares of Luminant common stock at an exercise price equal
to the IPO price per share of Luminant common stock. Further, EXHIBIT 10.8(i) is
hereby amended to reflect such increase in the shares of Luminant Common Stock
subject to the option.

6. Article 10 is hereby amended by adding the following new Section 10.10:

10.10 FORM S-8 FILING. Within thirty (30) days after the Closing,
Luminant shall file a registration statement on Form S-8 pursuant to
which eligible Persons holding options to purchase Shares will be
permitted to sell Shares to the public. Persons holding the "Vested
Options" in Luminant identified on Addendum A and Addendum B to EXHIBIT
3.1 shall be prohibited from exercising the Vested Options for a period
of thirty (30) days following the Closing.

7. Section 12.1(b) is hereby amended by deleting "December 31, 1999" on the
fourth line and inserting "October 15, 1999."

8. The third sentence of Section 17.1(a) is hereby deleted in its entirety and
replaced with the following:

In addition, if Luminant is advised in writing in good faith by any
managing underwriter of an underwritten offering of the securities
being offered pursuant to any registration statement under this Section
17.1(a) that the number of Shares offered by any Persons (including
Luminant) is greater than the number of Shares that can be offered
without adversely affecting the offering, Luminant may reduce the
number of Shares to be offered by first reducing the number of Shares
to be offered by Persons other than Luminant, the Contributor and the
members and stockholders of the Other Founding Companies, and second by
reducing pro rata the number of Shares to be offered by Luminant, the
Contributor and the members and stockholders of the Other Founding
Companies; provided however that in no event shall the Shares to be
offered by Luminant be reduced to less than fifty percent (50%) of the
offering; further provided that if the number of Shares to be offered
by Luminant is already less than or equal to fifty percent (50%) of the
offering, then the number of Shares to be offered by Luminant shall not
be reduced. Subject to the foregoing, the reduction in the Shares
offered by Luminant and the Contributor and the stockholders and
members of the Other Founding Companies shall be effected

<PAGE>

on a pro rata basis; provided that to the extent that the Contributor
or a member or stockholder of a Founding Company has sold (in that or
a previous offering), or is being provided the right to sell, fifteen
percent (15%) or more of its, his or her Initial Holdings pursuant to
any registration under this Section 17.1(a), such holder's rights to
be included in the offering shall be subordinate to the rights of
Luminant, the Contributor and the members and stockholders of the
other Founding Companies.

9. Article 17 is hereby amended by adding the following new Section 17.6:

17.6 SALE IN OVER-ALLOTMENT. The managing underwriter of the IPO
has requested an over-allotment option relating to the IPO (the "Green
Shoe"). Luminant will provide the opportunity to the Contributor to
sell up to fifteen percent (15%) of its Initial Holdings pursuant to
the Green Shoe; provided however that Luminant may reduce pro rata the
number of Shares to be sold by the Contributor and the other members
and stockholders of the Other Founding Companies pursuant to the Green
Shoe if: (a) Luminant determines that the inclusion of all or any
portion of the Contributor's Shares or the aggregate number of Shares
proposed to be sold pursuant to the Green Shoe by all members and
stockholders of the Founding Companies could adversely affect the "tax
free" status of the transactions contemplated in the Agreement and the
Luminant Plan of Organization; or (b) in the aggregate, the Contributor
and the stockholders and members of the respective Founding Companies
have subscribed to sell more Shares pursuant to the Green Shoe than the
total number of Shares that may be sold pursuant to the Green Shoe. If
the Contributor desires to sell Shares pursuant to the Green Shoe, it
must execute the underwriting agreement relating to the IPO and
otherwise comply with customary procedures for selling shareholders.
Luminant agrees to pay the underwriting commissions and discounts
payable in respect of Shares sold pursuant to the Green Shoe by the
Contributor.

10. EXHIBIT 3.1 is deleted in its entirety and replaced with the EXHIBIT 3.1
attached hereto.

11. EXHIBIT 3.3 is deleted in its entirety and replaced with the EXHIBIT 3.3
attached hereto.

12. Except as herein provided, the Agreement shall remain unchanged and in full
force and effect.

[Signature Page Follows]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives, as of
the date first above written.

LUMINANT WORLDWIDE CORPORATION

By: _________________________
Name:
Title:

YOUNG & RUBICAM INC.

By: _________________________
Name:
Title:

<PAGE>

Exhibit 10.27

RELEASE AGREEMENT

This Release Agreement (the "Agreement") by and between Luminant
Worldwide Corporation, a Delaware corporation (the "Company") and
_____________________ (the "Founding Stockholder") a stockholder of
___________________________, a ________________ corporation (the "Founding
Company") is hereby entered into and effective as of the ______day of September,
1999. Unless otherwise defined herein, capitalized terms have the meanings
assigned to them in the prospectus (the "Prospectus") included in the Company's
Registration Statement on Form S-1, as amended (Registration No. 333-80161).

RECITALS

WHEREAS, in connection with the organization and formation of the
Company, as described in the Prospectus under the caption "About Luminant
Worldwide Corporation", the Founding Stockholder has agreed to acquire Common
Stock and/or Non-Voting Common Stock of the Company (the "Shares") in
consideration for the Founding Stockholder's interest in the Founding Company
(the "Investment"); and

WHEREAS, the Founding Stockholder acknowledges that the offer and sale
of Shares in connection with the Investment has not been and will not be
registered under the Securities Act of 1933, as amended (the "Securities Act")
and applicable state securities laws but has been structured as a private
placement exempt from the registration requirements of the Securities Act and
state securities laws; and

WHEREAS, the Founding Stockholder acknowledges that if it is determined
that the offer and sale of the Shares was not part of a private placement exempt
from the registration requirements of the Securities Act and/or state securities
laws, the Founding Stockholder could be granted certain rights under federal
and/or state securities laws, including a possible right to rescind the
Investment; and

WHEREAS, the Founding Stockholder has been extended the opportunity to
rescind or terminate its obligation to acquire the Shares and the Founding
Stockholder has rejected that offer.

NOW THEREFORE, in consideration of the mutual promises, terms,
covenants and conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:

1. The Founding Stockholder hereby irrevocably releases and
discharges the Company and each of its current and former directors,
officers, employees, agents, attorneys, control persons,

<PAGE>

successors, assigns, representatives and affiliates (collectively, the "Company
Parties") from all manner of claims, actions, causes of action, suits, debts,
dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, claims for rescission, monetary damages, equitable or other relief,
whether class, individual or otherwise in nature, and any other demands
whatsoever, in law or equity, which the Founding Stockholder and/or its
successors and assigns ever had, now have or hereafter can, shall or may have
against any of the Company Parties on the basis that the offer and sale of
Shares in connection with the Investment was not registered or otherwise was not
made in compliance with a valid private placement exemption from the
registration requirements of the Securities Act or other federal or state
securities laws.

2. The Founding Stockholder further acknowledges and agrees that the
consideration the Founding Stockholder will receive pursuant to the acquisition
agreement by which the Company will acquire the Founding Company (the
"Acquisition Agreement"), is adequate consideration for the Investment and for
the execution, delivery and performance by the Founding Stockholder of this
Agreement and the Recontribution Agreement by and between the Company and the
Founding Stockholder of even date herewith (the "Recontribution Agreement"). The
Founding Stockholder acknowledges that the Company, the underwriters described
in the Prospectus, the other companies and businesses being acquired by the
Company (as described in the Prospectus) and their respective counsel will act
and expend substantial additional funds and efforts towards the completion of
the offering described in the Prospectus in reliance on this Agreement and the
Recontribution Agreement. The Founding Stockholder agrees to indemnify and hold
harmless all such persons against any costs, expenses or damages (including
without limitation legal fees and expenses) resulting from any breach by the
Founding Stockholder of this Agreement. All such persons will be considered to
be third party beneficiaries of this Agreement.

3. The Founding Stockholder further consents to the disclosure of this
Agreement in the Prospectus.

4. The validity, construction and enforcement of this Agreement shall
be governed by the laws of the State of Delaware without regard to the conflicts
of law provisions thereof.

5. This Agreement as well as the Recontribution Agreement supersede all
prior discussions and writings relating to the subject matter hereof and
constitute the entire agreement between the parties with respect to the subject
matter hereof provided that except for the specific matters herein, nothing set
forth in this Agreement shall alter or affect the rights of parties in the
Acquisition Agreement. No waiver or modification of this Agreement will be
binding upon either party unless made in writing and signed by a duly authorized
representative of such party and no failure or delay in enforcing any right will
be deemed a waiver.

<PAGE>

6. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original instrument, and all of which together will
constitute one and the same Agreement.

<PAGE>

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

LUMINANT WORLDWIDE CORPORATION

By:
-------------------------------
Name:
---------------------
Title:
---------------------

---------------------------------------
Name:
---------------------

<PAGE>

Exhibit 10.28

RECONTRIBUTION AGREEMENT

This Recontribution Agreement (the "Agreement") by and between Luminant
Worldwide Corporation, a Delaware corporation (the "Company") and
____________________ (the "Founding Stockholder") a stockholder of
___________________________, a ________________ corporation (the "Founding
Company") is hereby entered into and effective as of the ______day of September,
1999. Unless otherwise defined herein, capitalized terms have the meanings
assigned to them in the prospectus (the "Prospectus") included in the Company's
Registration Statement on Form S-1, as amended (Registration No.333-80161).

RECITALS

WHEREAS, in connection with the organization and formation of the
Company, as described in the Prospectus under the caption "About Luminant
Worldwide Corporation", the Founding Stockholder has agreed to acquire Common
Stock and/or Non-Voting Common Stock of the Company (the "Shares") in
consideration for Founding Stockholder's interest in the Founding Company (the
"Investment"); and

WHEREAS, the parties hereto have entered into that certain Release
Agreement of even date herewith (the "Release") pursuant to which the Founding
Stockholder released the Company and certain other parties from certain claims
the Founding Stockholder ever had, now have or hereafter can, shall or may have
on the basis that the offer and sale of Shares in connection with the Investment
was not registered or otherwise was not made in compliance with a valid private
placement exemption from the registration requirements of the Securities Act or
other federal or state securities laws.

<PAGE>

1. The Founding Stockholder agrees that if the Release is deemed void
or unenforceable for any reason, including, without limitation, Section 14 of
the Securities Act, the entire beneficial interest in all property and amounts
received by the Founding Stockholder in any action to rescind the Investment
(whether or not initiated by the Founding Stockholder) or otherwise received or
receivable by the Founding Stockholder as damages for failure to register the
offer and sale of Shares under the Securities Act or any state securities laws,
will be promptly paid over, conveyed and contributed by the Founding Stockholder
to the Company without the payment of any additional consideration from the
Company. Further, the Founding Stockholder acknowledges and agrees that the
consideration the Founding Stockholder will receive pursuant to the acquisition
agreement by which the Company will acquire the Founding Company (the
"Acquisition Agreement") is adequate consideration for its Investment and for
the execution, delivery and performance by the Founding Stockholder of this
Agreement and the Release.

2. The Founding Stockholder acknowledges that the Company, the
underwriters described in the Prospectus, the other companies and businesses
being acquired by the Company (as described in the Prospectus) and their
respective counsel will act and expend substantial additional funds and efforts
towards the completion of the offering described in the Prospectus in reliance
on this Agreement and the Release. The Founding Stockholder agrees to indemnify
and hold harmless all such persons against any costs, expenses or damages
(including without limitation legal fees and expenses) resulting from any breach
by the Founding Stockholder of this Agreement. All such persons will be
considered to be third party beneficiaries of this Agreement.

3. The Founding Stockholder further consents to the disclosure of this
Agreement in the Prospectus.

4. The validity, construction and enforcement of this Agreement shall
be governed by the laws of the State of Delaware without regard to the conflicts
of law provisions thereof.

5. This Agreement as well as the Release supersede all prior
discussions and writings relating to the subject matter hereof and constitute
the entire agreement between the parties with respect to the subject matter
hereof provided that, except for the specific matters herein, nothing set forth
in this Agreement shall alter or affect rights of parties in the Acquisition
Agreement. No waiver or modification of this Agreement will be binding upon
either party unless made in writing and signed by a duly authorized
representative of such party and no failure or delay in enforcing any right will
be deemed a waiver.

6. The Founding Stockholder agrees that the Company, in addition to any
other remedies available to it, shall be entitled to preliminary and permanent
injunctive relief against

<PAGE>

any breach or threatened breach by the Founding Stockholder of this Agreement,
without having to post bond.

7. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original instrument, and all of which together will
constitute one and the same Agreement.

<PAGE>

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

LUMINANT WORLDWIDE CORPORATION

By:
-------------------------------
Name:
----------------------
Title:
----------------------

-------------------------------
Name
----------------------

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this registration statement.

ARTHUR ANDERSEN LLP

Dallas, Texas
September 3, 1999

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated May 24, 1999, except for
Note 8 which is as of June 3, 1999, relating to the financial statements of
Brand Dialogue - New York, which appears in such Prospectus. We also consent
to the reference to us under the heading "Experts" in such Prospectus.

PricewaterhouseCoopers LLP
New York, New York
September 3, 1999

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF LUMINANT WORLDWIDE CORPORATION AS OF
JUNE 30, 1999 AND THE YEAR ENDED DECEMBER 31, 1998 AND THE SIX MONTHS ENDED
JUNE 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 JUN-30-1999
<CASH> 0 15,439
<SECURITIES> 0 0
<RECEIVABLES> 0 16,203
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 32,789
<PP&E> 0 4,151
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 322,953
<CURRENT-LIABILITIES> 0 16,734
<BONDS> 0 1,468
0 0
0 0
<COMMON> 0 235
<OTHER-SE> 0 304,516
<TOTAL-LIABILITY-AND-EQUITY> 0 322,953
<SALES> 0 0
<TOTAL-REVENUES> 54,846 41,437
<CGS> (36,298) (24,741)
<TOTAL-COSTS> (162,956) (92,643)
<OTHER-EXPENSES> 29 (150)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (506) (294)
<INCOME-PRETAX> (107,614) (51,202)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (107,614) (51,202)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (107,614) (51,202)
<EPS-BASIC> (4.57) (2.17)
<EPS-DILUTED> (4.57) (2.17)

</TABLE>