OPUS360 CORP
S-1/A, 2000-03-27
BUSINESS SERVICES, NEC
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<PAGE>

     As filed with the Securities and Exchange Commission on March 27, 2000

                                                      Registration No. 333-93185
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------


                                Amendment No. 4
                                       to
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                              OPUS360 CORPORATION
               (Exact name of registrant as specified in charter)

<TABLE>
<S>                             <C>                          <C>
           Delaware                        7389                    13-4023714
 (State or other jurisdiction        (Primary Standard          (I.R.S. Employer
              of                        Industrial           Identification Number)
incorporation or organization)  Classification Code Number)
</TABLE>


                         39 West 13th Street, 3rd Floor
                            New York, New York 10011
                                 (212) 687-6787

              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                         ------------------------------


                                Ari B. Horowitz
                      Chairman and Chief Executive Officer
                              Opus360 Corporation
                         39 West 13th Street, 3rd Floor
                            New York, New York 10011
                                 (212) 687-6787

           (Name, address, including zip code, and telephone number,
             including area code, of agent for service of process)
                         ------------------------------

                                WITH COPIES TO:

<TABLE>
<S>                                      <C>
         John J. Suydam, Esq.                     Mark L. Mandel, Esq.
   O'Sullivan Graev & Karabell, LLP              Morrison & Foerster LLP
         30 Rockefeller Plaza                  1290 Avenue of the Americas
       New York, New York 10112                 New York, New York 10104
            (212) 408-2400                           (212) 468-8000
</TABLE>

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

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

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /______
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /______
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /______
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
                         ------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                 Amount     Proposed Maximum    Proposed Maximum
             Title of Each Class                 to be       Offering Price    Aggregate Offering      Amount of
       of Securities to be Registered          Registered       Per Unit            Price(1)        Registration Fee
<S>                                            <C>          <C>                <C>                  <C>
Common Stock, $0.001 par value...............  8,855,000         $11.00            $97,405,000          $25,715(2)
</TABLE>

(1) Includes 1,155,000 shares that the Underwriters have the option to purchase
    from the Company solely to cover over-allotments, if any.

(2) Previously paid.
                            ------------------------

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                Explanatory Note


    This Registration Statement contains three forms of prospectuses. One will
be used in connection with an offering of the registrant's common stock to the
general public in the United States, another will be used in connection with a
concurrent international offering and another will be used in connection with an
offering of the registrant's common stock in the Safeguard Subscription Program
to certain stockholders of Safeguard Scientifics, Inc. The United States general
public prospectus and the Safeguard Subscription Program prospectus will be
identical except that a letter to the stockholders of Safeguard
Scientifics, Inc. detailing the procedures for the Safeguard Subscription
Program will accompany the prospectus to be used in that program. The letter to
the stockholders of Safeguard Scientifics, Inc. has been filed as Exhibit 99.1
to this Registration Statement. The international prospectus and the United
States general public prospectus will be identical except for the front page.
The page to be included in the international prospectus is marked "Alternate
Cover Page for International Prospectus."

<PAGE>

                  SUBJECT TO COMPLETION, DATED MARCH 27, 2000

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 SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
                                     [LOGO]

                                7,700,000 SHARES
                                  COMMON STOCK


    Of the 7,700,000 shares being offered, Opus360 Corporation is offering
5,950,000 shares to the public generally and 1,050,000 shares at the initial
public offering price to stockholders of Safeguard Scientifics, Inc., one of our
principal stockholders, that owned at least 100 shares of common stock of
Safeguard as of December 16, 1999, in a subscription program. In addition,
Safeguard and CompuCom Systems, Inc., an affiliate of Safeguard, are offering up
to 700,000 outstanding shares to these Safeguard stockholders in this offering.
We will not receive any proceeds from the offering of the sale of the shares by
Safeguard and CompuCom. Safeguard or its designees will purchase any shares of
common stock that we and CompuCom are offering which are not purchased by
Safeguard stockholders under the Safeguard Subscription Program. Each of
Safeguard and CompuCom is an underwriter with respect to the shares offered to
the stockholders of Safeguard. Neither Safeguard nor CompuCom is an underwriter
with respect to any other shares offered hereby and is not included in the term
underwriter as used elsewhere in this prospectus.



    This is our initial public offering, and no public market currently exists
for our shares. We have applied to have our shares approved for quotation on the
Nasdaq National Market under the symbol "OPUS." We anticipate that the initial
public offering price will be between $9.00 and $11.00 per share.


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

                 Investing in our common stock involves risks.
                    See "Risk Factors" beginning on page 10.

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


<TABLE>
<CAPTION>
                                                              Per Share      Total
                                                              ---------      -----
<S>                                                           <C>          <C>
Underwritten Public Offering:
    Public Offering Price...................................  $            $
    Underwriting Discounts and Commissions..................  $            $
    Proceeds to Opus360.....................................  $            $
Safeguard Subscription Program:
    Public Offering Price...................................  $            $
    Management Fee..........................................  $            $
    Proceeds to Opus360.....................................  $            $
    Proceeds to Safeguard and CompuCom......................  $            $
Aggregate Proceeds:.........................................               $
</TABLE>


    The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

    Opus360 has granted the underwriters a 30-day option to purchase up to an
additional 1,155,000 shares of common stock to cover over-allotments.

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

ROBERTSON STEPHENS
                BEAR, STEARNS & CO. INC.
                                 J.P. MORGAN & CO.
                                                  E*OFFERING

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

               The date of this prospectus is             , 2000.
<PAGE>
                              OPUS360 CORPORATION
                       REGISTRATION STATEMENT ON FORM S-1
                       DESCRIPTION OF PROSPECTUS GRAPHICS

TWO PAGE GATEFOLD GRAPHIC

Two-page, full color graphic with white text and color photos and illustrations
on black background.

Upper Left Corner

Circular Opus360 logo in white text.

Left Margin of Graphic

Two text blocks running down left margin of graphic. Top text block contains the
following text: "B2B e-Commerce Service for Procurement Across the Labor Supply
Chain." Bottom text block contains the following text: "Opus360 provides
Internet-based services that facilitate the process of putting people and
projects together."

Upper Half of Graphic

Left side of graphic features a large oval. Upper portion of oval contains a
monochrome picture of three profiles of one large city office building under the
caption "Fortune 1000." Lower portion of oval contains a monochrome picture of
small business storefronts above the caption "Small Businesses." To the right of
that oval is a circle which contains a color picture featuring three individuals
under the caption "Professional Services Firms." To the right of that circle is
another circle which contains a color picture featuring one individual under the
caption "Staffing Companies." Lastly, to the right of that circle is another
large oval which contains a sepia-toned picture featuring three individuals
under the caption of "Free Agents."

The Fortune 1000 oval has three arrows leading from it to each of the
Professional Services Firms circle, the Staffing Companies circle and the Free
Agents oval. The Professional Services Firms circle has two arrows leading from
it to each of the Free Agents oval and the Staffing Companies circle. The
Staffing Companies circle has one arrow leading from it to the Free Agents oval.

Positioned above each of the arrows leading from the Professional Services Firms
circle to the Free Agents oval and the Fortune 1000/Small Business oval to the
Free Agents oval is the text "Internet."

Lower Half of Graphic

Three boxes which are computer screen shots are featured. Each of the computer
screen shots has text which surrounds it. Text is on the left, bottom and right
of each of the three computer screen shots.

Computer screen shot featured on left side of graphic contains a screen shot
from the OPUSRM application. Text on left side of the OPUSRM screen shot box is
the OpusRM logo. The text on the bottom of the OPUSRM screen shot box contains
the following text: "OPUSRM provides an enterprise-wide view into resource and
project information, helping organizations manage and improve their utilization
of professional talent." To the right of that text box is the following text:
"Fortune 1000." The text on the right of the OPUSRM screen shot box contains the
following text: "The labor resource management service designed to centralize
resource and project information, enabling organizations to manage their
professional resources more efficiently."

Computer screen shot featured in center of graphic contains a screen shot from
the OPUS XCHANGE application. Text on left side of the OPUS XCHANGE screen shot
box is the Opus Xchange logo. The text on the bottom of the OPUS XCHANGE screen
shot box contains the following text: "The enhanced version of OPUS XCHANGE will
facilitate the additional steps in the labor procurement process online,
providing key performance metrics to both buyers and suppliers." To the right of
that text box is the following text: "Professional Services Firms." Text on
right side of the OPUS XCHANGE screen shot box contains the following text: "The
Internet business-to-business marketplace designed to enable corporations,
staffing companies, professional services firms and other buyers of professional
talent to quickly and easily procure these professionals in an online
environment."
<PAGE>
Computer screen shot featured on right side of graphic contains a screen shot of
a webpage from FREEAGENT.COM. Text on left side of the FREEAGENT.COM screen shot
box is the FREEAGENT.COM logo. Text on the bottom of the FreeAgent.com screen
shot box contains the following text: "FREEAGENT.COM enables free agents to
access many services, including an online marketplace which offers products and
services that help free agents manage their independent businesses." To the
right of that text box is the following text: "Free Agents." Text on the right
of the FREEAGENT.COM screen shot box contains the following text: "The website
that enables free agents to manage their independent careers by offering them
access to multiple project opportunities, FREEAGENT E.OFFICE and E.PORTFOLIO
services and a marketplace of corporate products and services."
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                Page
                                                              --------
<S>                                                           <C>
Summary.....................................................       4
Risk Factors................................................      10
Cautionary Note Regarding Forward Looking Statements; Market
  Data......................................................      27
Use of Proceeds.............................................      28
Dividend Policy.............................................      29
Capitalization..............................................      30
Dilution....................................................      32
Unaudited Pro Forma Combined Financial Statements...........      34
Selected Financial Data.....................................      40
Management's Discussions and Analysis of Financial Condition
  and Results of Operations.................................      41
Business....................................................      54
Management..................................................      71
Related Party Transactions..................................      84
Principal and Selling Stockholders..........................      88
Description of Capital Stock................................      91
Shares Eligible for Future Sale.............................      95
Underwriting................................................      98
Legal Matters...............................................     103
Experts.....................................................     103
Where You Can Find More Information.........................     103
Index to Financial Statements...............................     F-1
</TABLE>


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

    FREEAGENT.COM, OPUS XCHANGE, OPUSRM, FREEAGENT E.OFFICE, E.PORTFOLIO,
PEOPLEMOVER/STAFFING and our logos are our trademarks or service marks. All
other trademarks, service marks and trade names referred to in this prospectus
are the property of their respective owners.

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


    You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our common stock.


    Until             , 2000 (25 days after the date of this prospectus), all
dealers that buy, sell or trade our common stock, whether or not participating
in this offering, may be required to deliver a prospectus. This requirement is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

                                       3
<PAGE>
                                    SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING "RISK FACTORS,"
BEFORE INVESTING IN OUR COMMON STOCK.

                              Opus360 Corporation

Our Business

    Opus360 provides Internet-based services for putting people and projects
together across the labor supply chain. Our business-to-business electronic
commerce services are designed to streamline the procurement and management of
professional resources. We have developed an efficient exchange that uses
advanced technologies to enable corporations, professional services firms,
staffing companies and other buyers requiring individuals with specific
professional skills to identify and procure free agents, such as independent
professionals, consultants and other persons with technology, creative,
strategic consulting and other expertise. As of February 29, 2000, over 76,800
free agents were registered with our FREEAGENT.COM service and there were
project assignments available from over 900 organizations. We incurred net
losses of $29.4 million in 1999 on revenues of $0.4 million and our accumulated
deficit at December 31, 1999 was $30.4 million.

Demand for External Professionals

    The rapid growth of the Internet economy has fueled demand for professionals
with technology, creative, strategic consulting and other expertise who can
create and implement Internet, e-business or other technology-related
strategies. We believe that organizations will increasingly rely on external
professionals on a project-by-project basis to rapidly implement their
e-commerce strategies. According to the Gartner Group, by 2004, 60% of
enterprises will use externally sourced workers to fulfill more than 50% of
their information technology-related needs. We believe that an organization's
ability to easily and rapidly reach professionals with the skills needed for
these projects would be enhanced if an efficient service to connect the buyers
and suppliers of these professionals was available. Our services are designed to
address this need by providing an online marketplace for matching professionals
to projects.

Our Services

    Our services are designed to optimize the procurement and management of
professionals. We believe our services will provide an efficient marketplace for
connecting organizations with the skilled professionals they seek for their
project assignments. Our three principal services, each of which is offered and
can be used as a stand-alone application and is also designed to be integrated
and used with our other services, are:

SERVING THE FREE AGENT COMMUNITY. FREEAGENT.COM is a website where free agents
can easily and rapidly access project opportunities from all sources across the
labor supply chain and procure benefits and services to help them cost
effectively manage their independent careers by offering:

    - Professionals an opportunity to create an E.PORTFOLIO, an online
      multimedia, easily updatable and searchable resume of skills,
      accomplishments, experience, references, work samples, attached graphics
      and publications to market themselves to potential clients, to search a
      database of multiple project opportunities and to interact with other free
      agents to share knowledge. With an E.PORTFOLIO professionals can include
      in one standardized, machine-readable and easily searchable format
      information that would in a paper-based format include numerous pages and
      attachments. In addition, it allows professionals to include pictures,
      videos and sound clips and to link the professionals' E.PORTFOLIOS to
      other websites that would further supplement their information or
      demonstrate their skills and accomplishments.

    - FREEAGENT E.OFFICE services, available for a monthly fee, that include a
      broad range of back office and administrative services, such as project
      invoicing and expense reporting, as well as corporate-level

                                       4
<PAGE>
      benefits, such as group health insurance, a 401(k) plan and Opus360 stock
      options, with some of these services and benefits being provided or
      administered by third parties.


    - An online marketplace where we offer products and services that help free
      agents manage their independent businesses.


MATCHING BUYERS WITH PROFESSIONALS FOR PROJECTS. OPUS XCHANGE is an Internet
service that is designed to enable buyers requiring individuals with specific
professional skills to quickly and easily procure those professionals in an
online environment by:

    - using search technologies that match the skills and expertise required by
      an organization for a project with the appropriate professionals based on
      their E.PORTFOLIOS and availability.

    Our enhanced version of OPUS XCHANGE designed for large corporate customers
allows organizations to procure professionals for projects from all sources
across the labor supply chain and will enable professional services firms,
staffing companies and other suppliers of professional resources to procure
professionals from each other. It will also provide an efficient procurement
process, by using advanced vendor management, performance tracking, and
sophisticated matching capabilities that are designed to:

    - automate the requisition, approval and engagement processes; and

    - capture key performance information in an easily searchable database to
      help these buyers evaluate the efficiency, cost-competitiveness and
      quality of their professionals and suppliers of professionals.

MANAGING LABOR RESOURCES. OPUSRM is a labor resource management service designed
to centralize resource and project information and to integrate with OPUS
XCHANGE to enable corporations, staffing vendors, professional service
organizations and other buyers of individual professional talent to more
efficiently manage their internal and external professionals by:

    - increasing labor resource utilization across an organization's entire
      range of projects, industries, geographic regions and personnel groups in
      order to reduce downtime costs and improve profitability; and

    - delivering project- and resource-related information online, with detailed
      reporting of project finances and labor resource utilization in order to
      eliminate the need for labor-intensive, manually generated project and
      financial reports.


    We introduced FREEAGENT.COM on July 4, 1999 and OPUS XCHANGE on
September 6, 1999, and expect to commercially release OPUSRM and our enhanced
version of OPUS XCHANGE during the second quarter of 2000.



Limited Operating History and New Sources of Revenues


    We have a limited operating history and have never been profitable. We had
no revenues prior to our acquisition of The Churchill Benefit Corporation and
through December 31, 1999, over 95% of our revenues consisted of the fees
charged for our FREEAGENT E.OFFICE services, consisting of an initial sign-up
fee and monthly fees thereafter. The remaining portion of our revenues
principally consisted of FREEAGENT.COM advertising revenue. We operate in a
highly competitive market and expect to incur net losses for the foreseeable
future.


    In January 2000, we began charging fees to organizations that list projects
on OPUS XCHANGE and, during the second quarter of 2000, will begin charging
organizations project placement fees. During the first quarter of 2000, we began
to receive revenues for integration and customization services related to OPUSRM
and the enhanced version of OPUS XCHANGE and, during the second quarter of 2000,
we expect to begin receiving subscription fee revenue for each employee managed
within each of our client's installed OPUSRM database. We had not previously
charged clients for any of these services.


                                       5
<PAGE>
Our Strategy

    Our goal is to be the premier service for putting people and projects
together across the labor supply chain by:

    - building FREEAGENT.COM into the largest online free agent community;

    - attracting large buyers of professionals to our enhanced version of OPUS
      XCHANGE;

    - capturing pertinent data on professionals and organizations to improve the
      efficiency of the labor procurement process; and

    - pursuing strategic acquisitions and investments in complementary
      businesses, products and technologies.

Our History

    We were incorporated in Delaware in August 1998 as Enterspect Corporation
and changed our name to Opus360 Corporation in March 1999. Until May 27, 1999,
we focused on the development of our strategy and services and the formation of
distribution, co-branding and other similar arrangements with organizations
whose sales and marketing staffs will further the distribution of our services
to their customer base. On May 27, 1999, we acquired all of the outstanding
stock of The Churchill Benefit Corporation. Since the acquisition, Churchill has
been doing business as FREEAGENT.COM and its employee benefit services, which
historically had been provided offline, have been integrated into our FREEAGENT
E.OFFICE services.

    In January 2000, we acquired Ithority Corporation, which provides a
knowledge marketplace for expert advice on a variety of subjects, such as
technology, software development, strategic consulting, graphic design and
finance, and INDUSTRYINSITE.COM, a network of approximately 63,000 professionals
who work full time or as free agents in a variety of professional industries,
such as management consulting, information technology management, computer
software and marketing. In February 2000, we acquired PeopleMover, Inc. which
provides a service similar to OPUSRM specifically to the staffing industry.

Corporate Information


    Our principal executive offices are located at 39 West 13th Street, 3rd
Floor, New York, New York 10011, and our telephone number is (212) 687-6787. Our
principal websites are WWW.OPUS360.COM and WWW.FREEAGENT.COM. Information
contained on our websites does not constitute part of this prospectus.


                                       6
<PAGE>
                                  THE OFFERING


<TABLE>
<S>                                         <C>
Common stock offered by us in underwritten
  public offering.........................  5,950,000 shares

Common stock offered in Safeguard
  Subscription Program to stockholders of
  Safeguard:

    by us.................................  1,050,000 shares

    by Safeguard and CompuCom.............  700,000 shares
        Total in Safeguard Subscription
          Program.........................  1,750,000 shares

Common stock to be outstanding after this
  offering................................  49,780,805 shares

Use of proceeds...........................  General purposes, including working capital, capital
                                            expenditures, sales and marketing, product and
                                            technology development and potential acquisitions of
                                            technologies, products or businesses which may be
                                            complementary to our business. See "Use of Proceeds."

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


    The number of shares of our common stock outstanding after this offering is
based on our shares of common stock outstanding as of December 31, 1999, after
giving effect to:

    - the issuance of 426,073 shares of our common stock in the Ithority
      acquisition;

    - the issuance of 2,633,359 shares of our common stock in the PeopleMover
      acquisition;


    - the issuance of 1,505,376 shares of common stock to Dell USA in the
      concurrent placement described under "Use of Proceeds," assuming an
      initial public offering price of $10.00 per share;



    - the issuance of 840,000 shares of our common stock in January 2000 upon
      exercise of warrants;



    - the issuance of 606,911 shares of our common stock in January through
      March 2000 upon the exercise of options; and


    - the assumed issuance of 450,000 shares of our common stock prior to the
      closing of this offering upon the exercise of a warrant held by
      Greenhill & Co., LLC, which acts as a financial advisor to us.

    The common stock to be outstanding after this offering excludes:

    - 405,631 shares of our common stock held in escrow, together with
      additional shares of our common stock, issuable to the former stockholder
      of Churchill as described under "Management's Discussion and Analysis of
      Financial Condition and Results of Operations" and "Unaudited Pro Forma
      Combined Financial Statements;"


    - 5,340,000 shares of our common stock issuable at a weighted average
      exercise price of $1.09 per share upon the exercise of stock options
      outstanding at December 31, 1999, 1,401,000 shares of which (including
      shares of our common stock issuable upon the exercise of options which
      automatically vest upon the consummation of this offering) are currently
      exercisable, and of which 252,996 have been exercised;



    - options to purchase 5,313,375 shares of our common stock issued subsequent
      to December 31, 1999 to officers, directors and employees, including our
      Chairman and Chief Executive Officer and new President and Chief Operating
      Officer, at a weighted average exercise price of $8.73 per share;


                                       7
<PAGE>

    - options to purchase 1,032,606 shares of our common stock held by employees
      of PeopleMover, at a weighted average exercise price of $4.84 per share,
      assumed by us in the PeopleMover acquisition, after giving effect to
      forfeitures and exercises since the date of the acquisition;



    - 8,191,264 shares of our common stock reserved for future grant under our
      stock option and employee stock purchase plans;



    - 105,547 shares of our common stock issuable at a weighted average exercise
      price of $0.78 per share upon the exercise of warrants outstanding at
      January 31, 2000;


    - 9,120 shares of our common stock issuable at an exercise price of $0.01
      per share upon the exercise of warrants issued in February 2000 as
      compensation to a provider of advertising services;


    - 450,000 shares of our common stock issuable upon the exercise of a warrant
      having an exercise price of $8.21 per share issued in January 2000 to
      Greenhill & Co., LLC under its financial advisory agreement with us as a
      result of the consummation of the INDUSTRYINSITE.COM and Ithority
      acquisitions;


    - 450,000 shares of our common stock issuable upon the exercise of an
      additional warrant which may be issued to Greenhill under its financial
      advisory agreement with us upon the completion of a specified number or
      aggregate value of acquisitions, and having an exercise price equal to the
      fair market value of our common stock on the Nasdaq National Market on the
      date of issuance of the additional warrant;

    - 225,000 shares of our common stock issuable upon exercise of a warrant
      having an exercise price of $3.33 per share issued in February 2000 to
      Lucent Technologies Inc. in connection with their agreeing to use our
      OPUSRM and OPUS XCHANGE services, assist us in the further development of
      our services and to direct free agents who provide services to Lucent's
      NetCare Division to FREEAGENT.COM; and

    - shares of our common stock issuable upon the exercise of an additional
      warrant issued to Lucent in February 2000 in connection with the
      establishment of the foregoing arrangements, and which is exercisable for
      that number of shares of our common stock, having a fair value no greater
      than $2,655,000 using the Black-Scholes option-pricing model, at an
      exercise price and on a specified effective beginning date, in each case
      as described in greater detail under "Related Party Transactions--Lucent
      Agreement."

    In addition, except as otherwise indicated, we have presented information in
this prospectus based on the following assumptions:

    - the mandatory conversion of all outstanding shares of our preferred stock
      into 25,441,091 shares of our common stock on the closing of this
      offering;

    - the declaration of a 3-for-2 common stock split to be effected before the
      completion of this offering;

    - the underwriters do not exercise their over-allotment option; and

    - all of the shares offered by us and by Safeguard and CompuCom in the
      Safeguard Subscription Program are purchased by stockholders of Safeguard.

                         SAFEGUARD SUBSCRIPTION PROGRAM


    As a part of this offering, we, Safeguard and CompuCom are offering shares
of our common stock to stockholders of Safeguard that owned at least 100 shares
of Safeguard common stock on December 16, 1999 in the Safeguard Subscription
Program. The program is described in greater detail in the section of this
prospectus entitled "Underwriting--Safeguard Subscription Program."


                                       8
<PAGE>
             SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

    The following table presents our summary historical and pro forma financial
information. The pro forma data gives effect to the acquisitions of Churchill
and PeopleMover, as if the acquisitions had occurred on January 1, 1999. You
should read the information set forth below in conjunction with "Unaudited Pro
Forma Combined Financial Statements," "Selected Financial Data," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the financial statements of Opus360, Churchill and PeopleMover and the notes to
those financial statements included elsewhere in this prospectus. Under
applicable SEC rules, the historical audited financial statements of Ithority
and pro forma financial statements for us reflecting the Ithority acquisition
are not required to be included in this prospectus. However, those audited and
pro forma financial statements will be filed with the SEC within 75 days of
consummation of the Ithority acquisition.

<TABLE>
<CAPTION>
                                                    Period from August 17,
                                                       1998 (inception)
                                                     through December 31,         Year Ended
                                                             1998             December 31, 1999
                                                    ----------------------   --------------------
                                                                              Actual    Pro Forma
                                                                             --------   ---------
                                                        (in thousands, except per share data)
<S>                                                 <C>                      <C>        <C>
Statement of Operations Data:
Total revenues....................................         $    --           $   419    $   2,019
Gross profit......................................              --               158          790
Total operating expenses..........................           1,041            30,293       51,736
Loss from operations..............................          (1,041)          (30,135)     (50,946)
Net loss..........................................         $(1,035)          $(29,390)  $ (50,274)
Basic and diluted net loss per share..............         $ (0.11)          $ (2.91)   $   (3.91)
Weighted average number of shares used in
  calculating basic and diluted net loss per
  share...........................................           9,120            10,084       12,868 (1)
Pro forma basic and diluted net loss per
  share(2)........................................                           $ (1.12)   $   (1.73)
  Pro forma weighted average number of shares used
    in calculating basic and diluted net loss per
    share(2)......................................                            26,324       29,108 (1)
</TABLE>

- ------------------------
(1) Reflects the issuance of shares of our common stock in the Churchill and
    PeopleMover acquisitions as if the shares were outstanding for the entire
    period presented.
(2) Reflects the automatic conversion of each outstanding share of preferred
    stock into 1.5 shares of our common stock on the consummation of this
    offering as if these shares were outstanding from their respective dates of
    issuance.


    The following table presents our consolidated balance sheet data as of
December 31, 1999 on an actual basis; on a pro forma basis to give effect to our
acquisition of PeopleMover as if the acquisition had occurred on December 31,
1999 and the mandatory conversion of all outstanding shares of our preferred
stock into shares of common stock on the closing of this offering; and on a pro
forma as adjusted basis to give effect to the estimated net proceeds from the
sale of 7,000,000 shares of common stock in this offering at an assumed initial
public offering price of $10.00 per share, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us, and the
sale of 1,505,376 shares of our common stock to Dell USA in the concurrent
placement at a price equal to the foregoing assumed initial public offering
price less an amount equal to the estimated underwriting discounts and
commissions payable to the underwriters in this offering. See "Use of Proceeds."



<TABLE>
<CAPTION>
                                                                   As of December 31, 1999
                                                              ----------------------------------
                                                                                      Pro Forma
                                                               Actual    Pro Forma   As Adjusted
                                                              --------   ---------   -----------
                                                                        (in thousands)
<S>                                                           <C>        <C>         <C>
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities............  $28,463     $28,404      $106,219
Working capital.............................................   21,638      18,340        96,155
Total assets................................................   40,716      73,877       151,692
Convertible preferred stock.................................       17          --            --
Total stockholders' equity..................................  $27,727     $56,482      $134,297
</TABLE>


                                       9
<PAGE>
                                  RISK FACTORS

    AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CONSIDER CAREFULLY THE FOLLOWING RISKS, TOGETHER WITH THE OTHER INFORMATION
CONTAINED IN THIS PROSPECTUS, BEFORE YOU DECIDE TO BUY OUR COMMON STOCK. IF ANY
OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, RESULTS OF OPERATIONS AND
FINANCIAL CONDITION WOULD LIKELY SUFFER. THIS COULD CAUSE THE MARKET PRICE OF
OUR COMMON STOCK TO DECLINE, AND YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID
TO BUY OUR COMMON STOCK.

       Risks Related to Our Financial Condition and to Our Business Model

Our limited operating history, particularly in light of our recent inception,
makes it difficult for you to evaluate our business and to predict our future
success.

    We were founded in August 1998. Until May 27, 1999, we focused on
development of our strategy and services and the establishment of distribution,
co-branding and other similar arrangements for our services. On May 27, 1999, we
acquired Churchill and commenced formal operations. Our limited operating
history will make it difficult to forecast our future operating results. For
example, our ability to forecast operating expenses and revenues based on our
historical results will be difficult because we have only recently begun sales
of our OPUS XCHANGE and OPUSRM services and have recently consummated the
acquisitions of Ithority, INDUSTRYINSITE.COM and PeopleMover. You should
evaluate our chances of financial and operational success in light of the risks,
uncertainties, expenses, delays and difficulties associated with operating a new
business. Our principal risks are that:

    - we may not be able to increase usage of our services and derive revenue
      from these services;

    - we may not be able to enter into additional distribution, co-branding and
      other similar arrangements with organizations that will provide us access
      to their user base;

    - our marketing and sales efforts may not be successful;

    - we may not be able to effectively respond to competitive developments;

    - we may not be able to integrate the business, products, services and
      technology of our recent acquisitions and possible future acquisitions;
      and

    - we may not be able to manage our anticipated growth.

    The uncertainty of our future performance and the uncertainties of our
operating in a new and expanding market increases the risk that the value of
your investment in our common stock will decline.

We have never been profitable, and we expect that our losses will continue for
the foreseeable future.

    We have incurred net losses and have never been profitable. We expect to
incur net losses for the foreseeable future and may never become profitable. We
had no revenues and incurred net losses of $1.0 million for the period from
August 17, 1998 (our inception) to December 31, 1998, and had net losses of
$29.4 million for the year ended December 31, 1999, which were 7350% greater
than our revenues of $0.4 million for the year. As of December 31, 1999, we had
an accumulated deficit of $30.4 million. Our operating and net losses have
increased for each of the fiscal quarters of our operating history and we expect
that this trend will continue. On a pro forma basis to give effect to the
acquisitions of Churchill and PeopleMover as if these acquisitions had occurred
as of January 1, 1999 for statement of operations purposes and, in the case of
the PeopleMover acquisition, December 31, 1999 for balance sheet purposes, our
revenues and net losses for 1999 would have been $2.0 million and
$50.3 million, respectively, and we would have had an accumulated deficit of
$30.4 million. On a pro forma basis, our net losses were 2515% greater than our
revenues. See "Unaudited Pro Forma Combined Financial Statements." Neither
PeopleMover nor Ithority have ever been profitable.

    Our sales and marketing, service and product development and general and
administrative expenses are expected to increase substantially in future periods
as we continue to grow our business and as a result of our three recent
acquisitions. For example, we currently expect to use an estimated $15 to
$20 million of the net

                                       10
<PAGE>
proceeds of this offering for sales and marketing, as compared to our actual
sales and marketing expenses of $11.1 million in 1999, and another $15 to
$20 million of the net proceeds of this offering for product and technology
development, as compared to our actual product development expense of
$9.0 million in 1999. See "Use of Proceeds." However, since our management may
allocate the net proceeds from this offering for the foregoing purposes in
different amounts, or for purposes not currently contemplated, our future
expenditures for sales and marketing and product development may be greater or
less than these amounts.


    In addition, as a result of our acquisitions of Ithority, INDUSTRYINSITE.COM
and PeopleMover, we expect to record for the quarter ending March 31, 2000
substantial amounts of goodwill and other intangible assets which will result in
non-cash charges as these assets are amortized over the next three years, as
well as acquisition related expenses. Amortization of goodwill related to the
PeopleMover acquisition will be approximately $10.5 million in each of 2000,
2001 and 2002. See "Unaudited Pro Forma Combined Financial Statements."
Furthermore, we will incur substantial stock-based compensation expense in
future periods representing non-cash charges incurred as a result of the
issuance of common stock and stock options prior to this offering. Deferred
compensation expense related to stock options granted to officers, directors and
employees with exercise prices below the fair market value of our common stock
on the date of grant will be approximately $5.5 million in 2000, $3.3 million in
each of 2001 and 2002 and $1.1 million in 2003. As a result of the PeopleMover
and Ithority acquisitions, we will also recognize an additional $2.8 million of
compensation expense in each of 2000, 2001 and 2002. We will also incur
additional compensation expense related to non-vested stock options granted to
non-employees and stock issued or issuable to the former owners of Churchill
which are subject to vesting arrangements. These additional compensation charges
could be substantial as the amount will be based on the fair market value of our
common stock at the time vesting occurs and will therefore increase if our stock
price increases. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."


    As a result of these factors, we will need to generate significant
additional revenues to achieve profitability in the future. Although our
revenues have grown in recent quarters, we cannot be certain that this growth
will continue or that we will achieve profitability. If our revenues fail to
grow at the rates that we anticipate and we fail to adjust our operating expense
levels accordingly, or if our operating expenses increase without a commensurate
increase in our revenues, our operating and net losses will increase further. If
we do become profitable in any period, we cannot be certain that we will sustain
or increase profitability on a quarterly or an annual basis.

Our operating results may vary from quarter to quarter in future periods which
may cause our stock price to fluctuate or to decline.

    Our operating results in any quarter will be harmed if our revenues for that
quarter fall below our expectations and we are not able to quickly reduce our
operating expenses in response. Our operating expenses, which include sales and
marketing, service and product development and general and administrative
expenses, are based on our expectations of future revenues and are relatively
fixed over a 30 to 45 day period. As a result, our ability to rapidly adjust
these expenses is limited, which may increase the fluctuations in our quarterly
operating results.

Our business model is unproven, and we may not become profitable if we are
unable to adapt it to changes in our market.

    If we are unable to anticipate changes in the market for labor procurement
and management services, or if our business model is not successful, we may not
be able to expand our business or successfully compete with other companies. Our
current business model depends upon the Internet to enable us to build and
deliver comprehensive labor procurement and management services. However, the
market for these kinds of Internet-based services is at an early stage of
development and we may be unable to implement our business plan fully or obtain
broad acceptance of our products and services either by organizations or by free
agents. Our revenue model and profit potential are also unproven. We may be
required to further adapt our business

                                       11
<PAGE>
model in response to additional changes in the market for these services, or if
our current business model is not successful.

If we are unable to obtain additional financing, we may not be able to continue
or expand our operations.

    Since our inception, our operating activities have used more cash than they
have generated. Because we will continue to need substantial amounts of working
capital to fund the growth of our business, we expect to experience significant
negative operating cash flows for the foreseeable future. We may need to raise
additional funds in the future in order to fund more aggressive brand promotion
or more rapid expansion, to develop new or enhanced products or services, to
respond to competitive pressures or to acquire complementary businesses,
products or technologies. We cannot be certain that additional financing will be
available on terms favorable to us, if at all. If adequate funds are not
available on acceptable terms or not available at all, we may be unable to
successfully promote our products and services, fund our expansion, develop or
enhance our products or services, respond to competitive pressures or take
advantage of acquisition opportunities.

You will experience dilution if we raise additional funds through the issuance
of additional equity or convertible debt securities.

    If we raise additional funds through the issuance of equity securities or
convertible debt securities, you will experience dilution of your percentage
ownership of our company. This dilution may be substantial. In addition, these
securities may have powers, preferences and rights that are preferential to the
holders of our common stock and may limit our ability to pay dividends on our
common stock.

                 Risks Related to Our Markets and Our Strategy

Our revenues will not grow if the Internet does not become a proven procurement
and project search medium.

    If we are unable to compete with traditional methods for procuring free
agent talent and searching for and securing project assignments, our revenues
will not increase. The future of our business is dependent on the acceptance of
the Internet by professionals and buyers requiring individuals with specific
professional skills. as an effective means to procure labor and to search for
and transact project-based work assignments. Currently, only a small percentage
of U.S. businesses, less than one-half of one percent, engage in any recruiting
activities online. The online recruitment and project-based work search market
is new and is rapidly evolving, and we do not yet know how effective online
recruiting and project searching will be compared to traditional recruitment and
project search methods. The adoption of online recruiting and project searching,
particularly among organizations and professionals who have historically relied
upon traditional recruiting and project searching methods, requires the
acceptance of a new way of conducting business, exchanging information,
advertising and searching for project-based work. Many potential buyers
requiring individuals with specific professional skills have little or no
experience using the Internet for recruiting, and only a limited number of
professionals who are currently searching for project assignments have
experience using the Internet in connection with their searches. As a result, we
may not be able to effectively compete with traditional recruiting and
project-based work search methods.

We will not be able to expand our business if use of the Internet does not
  continue to grow.

    If use of the Internet does not continue to grow, we may not be able to meet
our business objectives or expand our operations. Use of the Internet may be
inhibited by any of the following factors:

    - the Internet infrastructure may be unable to support the demands placed on
      it, or its performance and reliability may decline as usage grows;

    - websites may be unable to provide adequate security and authentication of
      confidential information contained in transmissions over the Internet; or

                                       12
<PAGE>
    - the Internet industry may be unable to adequately respond to privacy
      concerns of potential users.

We will not be able to grow our business if we do not successfully release
OPUSRM and our enhanced version of OPUS XCHANGE on a commercial basis.

    Our business model and technologies are designed to permit our existing
FREEAGENT.COM website to be integrated with our OPUS XCHANGE and OPUSRM
services. However, we have not yet released our OPUSRM service or our enhanced
version of OPUS XCHANGE on a commercial basis, and may not succeed in doing so.
If we are unable to offer these services on a widespread basis, or if we
encounter delays in doing so, our service offerings may be less attractive to
potential customers, which will reduce our revenues and prospects for growth. In
addition, while our enhanced version of OPUS XCHANGE and OPUSRM are being
designed to be integrated with each other, there can be no assurance that these
services will be successfully integrated.

We will not be able to maintain or increase the number of free agents who
purchase our FREEAGENT E.OFFICE services if our vendors do not provide the
back-office administrative services that these free agents require.

    We rely on a single vendor, Automatic Data Processing, to provide payroll
processing services, including the preparation of IRS Form W-2s and other tax
forms, for our FREEAGENT E.OFFICE employees. We also rely on vendors to deliver
the 401(k) plan and the group health, life insurance and disability insurance
coverage that we offer to free agents through our FREEAGENT E.OFFICE services
program. If our current or future vendors fail to perform, or fail to deliver,
these back-office administrative services for our FREEAGENT E.OFFICE employees
in a professional, reliable and timely manner or fail to improve their services
for these free agents in accordance with market requirements from time to time,
we will not be able to maintain or increase the number of free agents who
purchase our FREEAGENT E.OFFICE services, which will impair our ability to
increase our revenues. Our standard agreement with free agents who purchase our
FREEAGENT E.OFFICE services is generally subject to termination by us or the
free agent at any time upon prior written notice provided conditions are met. A
significant number of terminations could substantially reduce our revenues.

Our revenues will not increase if we do not successfully develop awareness of
our brand names.

    If we fail to successfully promote and maintain our FREEAGENT.COM, OPUS
XCHANGE or OPUSRM brand names, fail to generate a corresponding increase in
revenues as a result of our branding efforts, or encounter legal obstacles in
connection with our continued use of our brand names, our revenues will not
increase and our prospects for growth will be diminished. We believe that
continuing to build awareness of each of our brand names is critical to
achieving widespread acceptance of our services. We believe that brand
recognition will become a key differentiating factor among providers of
project-based professional procurement and management services as competition in
the market for these services increases. We will be unable to maintain and build
brand awareness if we do not succeed in our marketing efforts, provide high
quality services and increase the number of professionals and buyers requiring
individuals with specific professional skills to fulfill project needs.

Our revenues will not increase and we will not become profitable if we do not
increase the number of transactions that are effected through the OPUS XCHANGE
marketplace.

    We expect to release our enhanced version of OPUS XCHANGE on a commercial
basis during the first half of 2000. Once this enhanced version is released, if
we are unable to increase the volume of transactions in the OPUS XCHANGE
marketplace between professionals and buyers requiring individuals with specific
professional skills to fulfill project needs, our revenues will not increase.
Our business model assumes that a growing percentage of our future revenues will
be based upon project listing and placement fees paid by organizations for using
the OPUS XCHANGE marketplace, and we anticipate that these revenues will
generate higher gross margins than the principal source of our historical
revenues, the fees paid by free agents who purchase our FREEAGENT E.OFFICE
services. Accordingly, our future revenues and improvement in our gross profit
margin will depend to a large extent on the number of project listings that are
originated by buyers requiring professionals

                                       13
<PAGE>
and the number of project placements that occur within the OPUS XCHANGE
marketplace. Because we have not historically charged project listing and
project procurement fees, we have not tracked the number of transactions
processed with free agents through OPUS XCHANGE. As a result, we will also need
to develop the means to accurately track the transactions that occur on OPUS
XCHANGE in order to ensure that we receive the revenues due us for these
transactions.

    Our ability to increase transaction volume in the OPUS XCHANGE marketplace
depends in large part on our ability to build a critical mass of professionals
and buyers requiring individuals with specific professional skills to fulfill
project needs. If we are unable to increase the number of free agents who
participate in the OPUS XCHANGE marketplace through FREEAGENT.COM and to attract
more of these buyers to the OPUS XCHANGE marketplace, our services will not be
perceived to provide an effective market for project-based professionals, and
demand for our services will decrease. To attract and maintain free agents, we
must build a critical mass of organizations that seek to obtain their services
for specific projects. Similarly, organizations requiring individuals with
specific professional skills must perceive value in participating in our OPUS
XCHANGE marketplace, which, in part, will depend on the number and type of free
agents who participate in the marketplace. These free agents must possess the
types of professional skills demanded by organizations in order to render their
services attractive.

Our plans to charge for project listing fees and project placement fees may
limit the number of organizations willing to list project assignments on OPUS
XCHANGE.


    We recently began to charge organizations that list projects on OPUS XCHANGE
and, commencing in the second quarter of 2000, we plan to charge a fee to
organizations that procure free agents to complete a project. These charges may
limit the number of organizations that are willing to list their assignments or
procure professionals through OPUS XCHANGE.


Our efforts to attract buyers requiring individuals with specific professional
skills to fulfill project needs and those professionals to the OPUS XCHANGE
marketplace may not be successful if we are not able to establish distribution,
co-branding and other similar arrangements that will broaden our access to these
buyers and professionals or if the parties with whom we enter into these
arrangements do not effectively market OPUS XCHANGE to their customer base of
suppliers and users of project-based professionals.

    We may be unable to establish additional distribution, co-branding and other
similar arrangements with organizations that provide complementary services or
products or that will provide us access to their user base, thereby broadening
our access to potential free agents and employers in need of professionals. If
this occurs, our ability to enhance the demand for and supply of professionals
in our OPUS XCHANGE marketplace will be diminished. Our existing agreements with
CAREERPATH.COM limits our ability to enter into integrated co-branding
arrangements with their direct competitors that provide full-time job board
websites for a period of 18 months from the launch of our co-branded site. Other
agreements may have similar types of provisions. In addition, the parties with
whom we have or may enter into distribution, co-branding and other similar
arrangements may not successfully direct buyers and sellers of professionals to
our OPUS XCHANGE marketplace. If these entities fail to effectively market OPUS
XCHANGE to their customer base of suppliers and users of professionals, or if
the extent of this incoming traffic to our OPUS XCHANGE marketplace is less than
anticipated, our revenues will not increase. In addition, as discussed in the
second preceding risk factor, free agents and organizations requiring
individuals with specific professional skills to fulfill project needs must
actively participate in our OPUS XCHANGE marketplace in order for our revenues
and business to grow.

Our OPUSRM service may not be accepted by customers.

    Before making any commitment to use our OPUSRM service, potential users will
likely consider a wide range of issues, including service benefits, integration
with legacy systems, potential capacity, functionality and reliability.
Prospective users will generally need to change established professional
management and procurement practices and operate their businesses in new ways.
Because our OPUSRM service represents a

                                       14
<PAGE>
new, Internet-based approach for most organizations to manage and allocate their
professional resources, those persons responsible for the use or approval of our
OPUSRM service within these organizations will be addressing these issues for
the first time. If our OPUSRM service is not attractive to potential customers,
our revenues from this service will not increase. In addition, if systems
integrators fail to adopt and support OPUSRM as a resource management tool, our
ability to reach our target customers in this market may be diminished.

Our sales cycles for OPUSRM and our enhanced version of OPUS XCHANGE will be
lengthy, which could delay the growth of our revenues and increase our
expenditures.

    Our OPUSRM service and our enhanced version of OPUS XCHANGE are new and
commercially untried services and will not be commercially released until the
first half of 2000. We may face significant delays in their acceptance. We will
not be able to recognize any revenues during the period in which a potential
customer evaluates whether or not to use them, and we expect that this period
will be substantial, ranging between six and 12 months. The decision of a
customer to use either or both of these services may be expensive, time
consuming and complex and may require an organization to make a significant
commitment of resources. As a result, we will have to expend valuable time and
resources to educate interested persons at all levels in these organizations on
their use and benefits. Our expenditure of substantial time and resources to
persuade customers to use either or both of these services or an unexpectedly
long sales and implementation cycle for them will have a negative impact on the
timing of our revenues. Since we have not yet released either OPUSRM or the
enhanced version of OPUS XCHANGE, we cannot predict how long the average sales
and implementation cycle will be, and we may be unable to adapt our business to
shorten the average sales cycle.

Our future success will depend upon the continued services of our executive
officers.


    The loss or departure of any of our executive officers named under
"Management" could impair our ability to implement our business model and could
lower our revenues. Our future success depends to a significant extent on the
continued service of our executive officers, in particular, Ari B. Horowitz, our
Chairman and Chief Executive Officer, Richard S. Miller, our President and Chief
Operating Officer, and Carlos B. Cashman, our Chief Technology Officer. Our
employment agreements with our executive officers may be terminated upon notice
to us.


If we are unable to hire and retain highly skilled personnel, we will not be
able to grow and to compete effectively.

    Our future success will also depend to a significant extent on our ability
to attract and retain senior management, experienced sales and marketing
personnel, software developers, qualified engineers and other highly skilled
personnel. Competition for these highly skilled employees is intense,
particularly in the Internet industry. We may experience difficulty from time to
time in hiring the personnel necessary to support the growth of our business.

If we are unable to successfully introduce new or enhanced services, products or
features, our sales may decline.

    We may not be able to increase our sales if we are unable to develop and
introduce new or enhanced services or products, or if these services or products
do not achieve market acceptance. In addition, in order to remain competitive,
we believe that we must continually improve on a timely basis the
responsiveness, functionality and features of our existing services and
products. However, we may not succeed in developing or introducing features,
functions, services or products that buyers requiring individuals with specific
professional skills or free agents find attractive. We expect to introduce
enhanced services, products and features in order to respond to:

    - rapidly changing technology in online professional procurement and
      management;

                                       15
<PAGE>
    - evolving industry standards, including both formal and de facto standards,
      relating to online labor procurement and management;

    - developments and changes relating to the Internet;

    - competing services and products that offer increased functionality; and

    - changes in the requirements of buyers requiring individuals with specific
      professional skills and free agents.

If any new or enhanced service, product or feature that we introduce is not
favorably received, the public's perception and the reputation of our brands
could suffer irreparable damage.

If we cannot compete successfully, our revenues will decrease and we may never
become profitable.

    Due to competition, we may experience reduced use of our services and lower
margins on our services and products. If we are unable to compete effectively
with current or future competitors, our revenues will decrease and we will be
unable to grow our business.


    The market for labor procurement and management services is intensely
competitive and highly fragmented. Our three primary services compete with a
combination of online and offline companies that provide competing services,
including traditional companies providing benefits and services to independent
professionals, traditional and online recruiting and job-posting services, and
developers of enterprise resource planning services. Some of our competitors may
offer their services at no cost or at prices that are less than the ones that we
currently offer or intend to offer. For example, some competitors do not charge
for posting a project on their website or may charge a fee lower than we are now
charging for project listings on OPUS XCHANGE. Similarly, while we intend to
charge a placement fee in the second quarter of 2000, some of our competitors do
not charge a success or placement fee when a person is engaged for a project.


    Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, marketing and other
resources and larger customer bases than we do. In addition, current and
potential competitors may make strategic acquisitions or establish cooperative
relationships to expand their businesses or to offer more comprehensive
services. We believe that the companies in our target market compete primarily
on the basis of the number of features their services provide to end users, and
the extent of their relationships with both organizations that procure
project-based professionals and individuals who are available for projects. We
believe that we compete effectively by offering services that addresses the
procurement and management of project-based professionals. However, the rapid
pace at which the market is evolving, both in terms of technological innovation,
increased functionality and service offerings, will require us to continually
improve our infrastructure and our services, as well as the range of services we
offer. We may not be able to respond adequately to these competitive challenges.

If we fail to manage our growth, our revenues may not increase and we may incur
additional losses.

    Since we have only been in business a short time, our expansion has placed,
and will continue to place, significant strains on our infrastructure,
management, internal controls and financial systems. Our personnel, systems,
procedures and controls may be inadequate to support our future operations. In
order to accommodate the growth of our business, we will need to hire, train and
retain appropriate personnel to manage our operations. We will also need to
improve our financial and management controls, reporting systems and operating
systems. We may encounter difficulties in developing and implementing these new
systems. Our management has limited experience managing a business of our size
or experience managing a public company. If we are unable to manage our growth
effectively and maintain the quality of our products and services, our business
may suffer.

                                       16
<PAGE>
Any acquisitions of technologies, products or businesses that we make may not be
successful, may cause us to incur substantial additional costs, and may require
us to incur indebtedness or to issue debt or equity securities on terms that may
not be attractive.

    As part of our business strategy, we have in the recent past acquired or
invested in technologies, products or businesses that are complementary to our
business and may do so in the future. Our only experience in integrating
acquisitions into our business was our acquisition of Churchill. The process of
integrating PeopleMover, Ithority, and INDUSTRYINSITE.COM as well as any future
acquisitions could involve substantial risks for us, including:

    - unforeseen operating difficulties and expenditures;

    - difficulties in assimilation of acquired personnel, operations,
      technologies and products;

    - the need to manage a significantly larger and more
      geographically-dispersed business, such as the PeopleMover and Ithority
      operations in California;

    - amortization of large amounts of goodwill and other intangible assets,
      such as the approximately $31.6 million of goodwill and other intangible
      assets relating to our acquisition of PeopleMover which we will amortize
      over the next three years;

    - the diversion of management's attention away from ongoing development of
      our business or other business concerns;

    - the risks of loss of employees of an acquired business, including
      employees who may have been instrumental to the success or growth of that
      business; and

    - the use of substantial amount of our available cash, including in the case
      of any future acquisitions, the proceeds of this offering, to consummate
      the acquisition.

We experienced some unforeseen operating difficulties and expenditures in
connection with the Churchill acquisition as well as the diversion of our
management's attention. These difficulties did not have a material impact upon
our operations.

    We may never achieve the benefits that we expect from the acquisitions of
PeopleMover, Ithority and INDUSTRYINSITE.COM or that we might anticipate from
any future acquisition. If we make future acquisitions, we may issue shares of
our capital stock, as we have in the PeopleMover and Ithority acquisitions, that
dilute other stockholders, incur debt, assume significant liabilities or create
additional expenses related to amortizing goodwill and other intangible assets,
any of which might reduce our reported earnings and cause our stock price to
decline. Any financing that we might need for future acquisitions may only be
available to us on terms that restrict our business or that impose on us costs
that would reduce our net income or increase our net losses.

If we expand our operations into international markets, we will face new
challenges that we have not previously faced.

    As part of our expansion, we may begin to conduct a portion of our
operations outside the United States. We currently have minimal experience
operating in foreign markets. If we expand our operations into foreign markets,
we will face new challenges that we have not previously faced while conducting
our operations in the United States. Countries in which we are currently
considering conducting operations include Canada, Japan and the United Kingdom.
These challenges include:

    - currency exchange rate fluctuations, particularly if we sell our products
      and services in foreign currencies;

    - trade barriers including tariffs and export controls;

    - difficulties in collecting accounts receivable in foreign countries;

                                       17
<PAGE>
    - the burdens of complying with a wide variety of foreign laws, particularly
      complex labor regulations;

    - reduced protection for intellectual property rights in some countries,
      particularly in Asia; and

    - the need to tailor our products and services for foreign markets.

In addition, if we conduct any of our foreign operations through joint ventures
with third parties, we may have limited ability to control the operation of
these entities.

        Risks Related to Our Technology Infrastructure and the Internet

We may experience reduced visitor traffic, reduced revenue and harm to our
reputation if any system failures result in unexpected network interruptions.

    Any system failure that we may experience, including network, software or
hardware failures, that causes an interruption in the delivery of our products
and services or a decrease in responsiveness of our services could result in
reduced use of our services and damage to our reputation and brands. Our servers
and software must be able to accommodate a high volume of traffic by
organizations and free agents to OPUS XCHANGE and FREEAGENT.COM. To date our
data base server has experienced average use of 70% under peak loads and 50%
under normal loads, our web servers have experienced average use ranging from
20% to 30% under normal and peak loads and our data base storage capacity is at
2% use. There can be no assurance, however, that our systems will be able to
accommodate our growth. We rely on third-party Internet service providers to
provide our clients with access to our services. We have experienced on two
occasions service interruptions as a result of systems failures by these
Internet service providers which have lasted between four to eight hours. We
believe that these interruptions will occur from time to time in the future. In
addition, from time to time the speed of our system has been reduced as a result
of increased traffic through our Internet service provider. We may not be able
to expand and adapt our network infrastructure at a pace that will be
commensurate with the additional traffic increases that we anticipate will
occur. We do not currently maintain business interruption insurance and our
other insurance may not adequately compensate us for any losses that may occur
due to any failures in our system or interruptions in our service.

Our services may contain defects or errors that could damage our reputation.

    The services that we have developed and that we currently plan to introduce
are complex and must meet the stringent technical requirements of our customers.
We must develop our services quickly to keep pace with the rapidly changing
industry in which we operate. However, the services we provide may contain
undetected errors or defects, especially when first introduced or when new
versions are released. In addition, our services may not properly operate when
integrated with the systems of our customers.

    While we continually test our services for errors and work with customers
through our customer support services to identify and correct bugs, errors in
our services may be found in the future. Testing for errors is complicated in
part because it is difficult to simulate or anticipate the computing
environments in which our customers use our services. Our services may not be
free from errors or defects even after they have been tested, which could result
in the rejection of our services and damage to our reputation, as well as lost
revenue, diverted development resources, and increased support costs.

Breaches of our network security could increase our costs and damage our
reputation.

    Our FREEAGENT.COM service contains FREEAGENT E.OFFICE and E.PORTFOLIO data
for many of the free agents in our FREEAGENT.COM community. In addition,
following their release, our OPUSRM and enhanced OPUS XCHANGE services will
contain resource and project information for organizations. As a result, we may
become liable to any of those free agents or organizations that experience
losses due to any security failures in our services. Unauthorized persons that
penetrate our network security could misappropriate proprietary information or
cause interruptions in our services. Misappropriation of proprietary information
or interruptions of our services could result in reduced traffic to our
FREEAGENT.COM website and reduce demand

                                       18
<PAGE>
for our OPUS XCHANGE or OPUSRM services. As a result, we may be required to
expend capital and resources to protect against or to alleviate security
breaches, which could reduce our profitability.

Computer viruses could disrupt our systems, which could reduce demand for our
services and damage our reputation.

    Computer viruses may cause disruptions of our services and the loss of
information saved on our servers by free agents and organizations that seek
individuals with specific professional skills to fulfill project needs. These
viruses could reduce demand for our services, and damage our reputation in the
markets in which we compete. In addition, the inadvertent transmission of
computer viruses could expose us to a material risk of loss or litigation and
possible liability for any damages incurred by third parties.

We may become subject to burdensome government regulations and legal
uncertainties affecting the Internet which could increase our expenses or limit
the scope of our operations.

    Legal uncertainties and new regulations relating to the use of the Internet
could increase our costs of doing business, prevent us from delivering our
products and services over the Internet or slow the growth of our business. To
date, governmental regulations have not materially restricted use of the
Internet in our markets. However, the legal and regulatory environment relating
to the Internet is uncertain and may change. In addition to new laws and
regulations being adopted, existing laws may be applied to the Internet. New and
existing laws may cover issues which include:

    - user privacy;

    - civil rights and employment claims;

    - consumer protection;

    - libel and defamation;

    - copyright, trademark and patent infringement;

    - pricing controls;

    - characteristics and quality of products and services;

    - sales and other taxes; and

    - other claims based on the nature and content of Internet materials.

    In addition, any imposition of state sales and use taxes imposed on the
products and services sold over the Internet may decrease demand for products
and services that we sell over the Internet. The U.S. Congress has passed
legislation which limits until October 21, 2001 the ability of states to impose
any new taxes on Internet-based transactions. If Congress does not renew this
legislation, any subsequent imposition of state taxes on Internet-based
transactions could limit the demand for our services or increase our expenses.

Our year 2000 compliance efforts may involve significant time and expense, and
uncorrected or undetected problems could prevent us from operating or impose
substantial costs upon our business.

    The risks posed by year 2000 issues, which arise because computer systems
and software products may be unable to distinguish between twentieth century
dates and twenty-first century dates, could harm our business in a number of
significant ways. As a result of the year 2000 problem, computer systems and
software used by many companies in a wide variety of industries may produce
erroneous results or fail unless they have been modified or upgraded to process
date information correctly. If we experience disruptions as a result of the year
2000 problem, our revenue could decline and we may incur significant costs to
correct any problems. Although we believe that our products, services and
technology, which were generally developed after the year 2000 issues became
widely known to the public, are year 2000 compliant, our systems and

                                       19
<PAGE>
technology could be impaired or cease to operate due to year 2000 problems. We
may face claims based on year 2000 issues arising from the integration of
multiple products, including ours, within an overall system. Our customers may
also cease or delay the purchase and installation of new complex systems, such
as our enhanced version of OPUS XCHANGE, as well as OPUSRM, as a result of their
own internal year 2000 testing. To date, however, we have not experienced any
year 2000 problems.

    Our products and services are integrated with the systems of other
organizations, that use our software to procure individuals with specific
professional skills to fulfill project needs and to interact with the free agent
community over the networks of Internet service providers. If their software
processes information erroneously, or fails to deliver information or to
otherwise operate, as a result of their failure to process information relating
to year 2000 issues, our services will not be properly delivered. If this
occurs, our products may become less attractive to potential customers.

  Risks Related to Intellectual Property Matters and to Intellectual Property
                                     Rights

Defending against intellectual property infringement claims, including an
existing claim relating to our use of the service mark FREE AGENT, could be time
consuming and expensive, and any liabilities imposed on us for infringing on the
intellectual property rights of others could require us to pay significant
damages or disrupt our business.

    Successful intellectual property infringement claims against us could result
in monetary liability or a material disruption in our operations. We cannot be
certain that our services, products, content, technology and brand names do not
or will not infringe upon valid patents, copyrights or other intellectual
property rights held by others. We expect that the number of infringement claims
will increase as more participants enter our markets. We may be subject to legal
proceedings and claims from time to time relating to the intellectual property
of others in the ordinary course of our business. We may incur substantial
expenses in defending against these third party infringement claims, regardless
of their merit. In the event of a successful infringement suit against us, we
could be liable for substantial damages and be required to pay substantial
royalties for our use of third party intellectual property or be prohibited from
using third party intellectual property in our products or services. Any of
these outcomes could reduce our revenues and prospects for growth.

    In July 1999, we received a letter from counsel to the San Jose Mercury News
alleging that our use of the service mark FREE AGENT and our registration of the
domain name WWW.FREEAGENT.COM with Network Solutions, Inc. infringed upon the
Mercury News' federal registration of the mark FREE AGENT for a computerized
online matching service and violated Network Solutions' Domain Name Dispute
Policy. The letter requested that we cease all use of the mark FREE AGENT for
online job searching services and transfer the domain name WWW.FREEAGENT.COM to
the Mercury News. Based on advice of counsel, we believe we have viable defenses
to the claims. However, in the event we are not able to resolve this issue with
the Mercury News and it decides to bring an infringement claim against us, or to
initiate an arbitration proceeding against us with Network Solutions under
Network Solutions' Domain Name Dispute Policy, we would likely incur significant
expense in defending against the claim or in connection with arbitration
proceedings. In addition, if a claim of infringement is made and we are not
successful in defending against the claim, we could be liable for substantial
damages. We could also be required to cease use of the FREE AGENT mark and
transfer our WWW.FREEAGENT.COM domain name to the Mercury News. We have
expended, and will continue to spend, substantial amounts in order to promote
the FREEAGENT.COM brand name, the benefits of which would be lost if we could no
longer use that mark. In addition, we would need to incur substantial new
expenses to promote a new brand name. Until such time as free agents and buyers
requiring individuals with specific professional skills to fulfill project needs
became aware of any new brand name and website, our transaction volume could be
substantially limited.

                                       20
<PAGE>
We may be unable to obtain U.S. trademark registration for our brands or to
protect our other proprietary intellectual property rights.

    If we fail to obtain federal trademark or service mark registrations for our
marks and any related derivative marks, our promotion of these marks as our
brands could be disrupted. If we are unable to secure the rights to use these
marks and related derivative marks, a key element of our strategy of promoting
these marks as brands in our target markets could be disrupted. To date, we have
filed intent to use applications for several of our service marks, including
OPUS360, OPUS FREEAGENT, FREEAGENT.COM, FREEAGENT, OPUS XCHANGE, FREEAGENT
XCHANGE, OPUSRM, FREEAGENT E.OFFICE and E.PORTFOLIO. Adverse outcomes to our
applications for these marks, any failure to register our marks, or any related
litigation, should it occur, could result in our being limited or prohibited
from using our marks and related derivative marks in the future.

If we fail to protect our patents, copyrights or other intellectual property
rights, other parties could appropriate our proprietary properties, including
our technology.

    The technology and software we have developed which underlies our
FREEAGENT.COM, OPUS XCHANGE and OPUSRM products and services is important to us.
We do not have any patents relating to our technology and software, although we
do have a U.S. patent application pending for the "Opus360 Knowledge Worker
Network" which describes the processes and technology involved in implementing
an Internet-based supply chain solution for matching people and projects. This
patent may not be granted and, if granted, the patent and any other patents we
apply for in the future may be successfully challenged.

    In general, to protect our proprietary technology and software, we rely on a
combination of contractual provisions, confidentiality procedures and trade
secrets. The unauthorized reproduction or other misappropriation of our
intellectual property, including our technology on which our FREEAGENT.COM, OPUS
XCHANGE and OPUSRM products and services are based, could enable third parties
to benefit from our intellectual property without paying us. If this were to
occur, our revenues would be reduced, and our competitors may be able to compete
with us more effectively. The steps we have taken to protect our proprietary
rights in our intellectual property may not be adequate to deter
misappropriation of their use. We may not be able to detect unauthorized use of
our intellectual property or take appropriate steps to enforce our intellectual
property rights. In addition, the validity, enforceability and scope of
protection of intellectual property in Internet-related industries is uncertain
and still evolving. If we resort to legal proceedings to enforce our
intellectual property rights, the proceedings could be burdensome and expensive.
The proceedings also could involve a high degree of risk that we will not
succeed in protecting our rights to the technology that we develop.

We may not be able to access third party technology which we depend upon to
conduct our business and as a result we could experience delays in the
development and introduction of new services or enhancements of existing
services.

    If we lose the ability to access third party technology which we use, are
unable to gain access to additional products or are unable to integrate new
technology with our existing systems, we could experience delays in our
development and introduction of new services and related products or
enhancements until equivalent or replacement technology can be accessed, if
available, or developed internally, if feasible. If we experience these delays,
our revenues could be substantially reduced. We license technology that is
incorporated into our services and related products from third parties for
database technology. In light of the rapidly evolving nature of Internet
technology, we may increasingly need to rely on technology licensed to us by
other vendors, including providers of development tools that will enable us to
quickly adapt our technology to new services. Technology from our current or
other vendors may not continue to be available to us on commercially reasonable
terms, or at all.

                                       21
<PAGE>
We may be liable for substantial payments as a result of information retrieved
from or transmitted over the Internet.

    We may be sued for defamation, civil rights infringement, negligence,
copyright or trademark infringement, personal injury, product liability or other
legal claims relating to information that is published or made available on
FREEAGENT.COM and the other sites linked to it. These types of claims have been
brought, sometimes successfully, against other online services in the past. We
could also be sued for the content that is accessible from FREEAGENT.COM and
through links to other Internet sites or through content and materials that may
be posted by members in chat rooms or on bulletin boards. Our acquisition of
Ithority, an online marketplace where people in need of expert advice can be
connected with providers of expert advice on a variety of subjects, creates the
possibility that we will be subject to potential claims that, among others, the
professional advice obtained through the service was inappropriate, incorrect,
or negligently or recklessly provided. We also offer e-mail services, which may
subject us to potential risks, such as liabilities or claims resulting from
unsolicited email or spamming, lost or misdirected messages, security breaches,
illegal or fraudulent use of email or interruptions or delays in email service.
Our insurance does not specifically provide for coverage of these types of
claims and therefore may not adequately protect us if we are required to make
these types of payments. In addition, we could incur significant costs in
investigating and defending these types of claims, even if we ultimately are not
liable.

 Risks Related to Regulatory Compliance and Adverse Regulatory Interpretations

We may be subject to the unfavorable interpretation of government regulations.


    As an employer, we are subject to all federal, state and local statutes and
regulations governing our relationships with our employees and affecting
businesses generally. In addition, by entering into employment agreements with
free agents, FREEAGENT.COM is affected by specifically applicable licensing and
other regulatory requirements and by uncertainty in the application of numerous
federal and state laws relating to labor, tax,employment matters and wage
payments. These laws include the U.S. Family Medical Leave Act, the Fair Labor
Standards Act and the Americans With Disabilities Act, as well as state laws
relating to workers compensation, unemployment benefits, minimum wages and
medical and pregnancy issues. Many of these laws do not specifically address the
obligations and responsibilities of non-traditional employers such as us.
Because we expect to be subject to some or all of these laws in each state in
which we have employees, our expenses to comply with these laws may be
substantial and we may become liable for the payment of wages to our FREEAGENT
E.OFFICE employees whether or not the FREEAGENT E.OFFICE employee has obtained
an assignment or we have received payment from the organizations contracting
with us for the services performed by these employee. Interpretive issues
concerning these types of relationships have arisen and remain unsettled.


We expect to incur substantial expenses in order to comply with state employee
leasing, employment agency or temporary employment laws.

    Uncertainties arising under state law include the compliance requirements to
which FREEAGENT.COM is subject under state employee leasing, employment agency
or temporary employment laws, as well as under other state laws. We expect to
incur substantial expenses in order to comply with these laws and could be
subject to substantial penalties for failing to comply with these laws.
FREEAGENT.COM has attributes that could be seen as potentially triggering
compliance requirements under some of these laws. Some states regulate employee
leasing companies, employment agencies and temporary staffing companies, while
most states focus on only one or two of these types of businesses. State
statutory and regulatory definitions and requirements concerning these types of
businesses are occasionally similar, but generally all of them differ in several
important respects. If we are governed by any of these statutes or regulations,
we may be subject to licensing requirements and financial oversight. The length
of time for us to obtain any regulatory approval required to begin or continue
operations could vary from state to state, and there can be no assurance that we
will be able to satisfy the licensing requirements or other applicable
regulations of any particular state in which we

                                       22
<PAGE>
have already begun to operate or intend to operate, that we will be able to
provide the full range of FREEAGENT E.OFFICE services currently offered or that
we will be able to operate profitably within the regulatory environment of any
state in which we do decide to obtain regulatory approval.

There are considerable uncertainties in the application of federal tax and
employee benefits laws to our business that could limit our ability to provide
benefits that will attract free agents.

    Uncertainties arising under the Internal Revenue Code of 1986, as amended,
and ERISA include the qualified tax status and favorable tax status of some of
the benefit plans that we provide. For example, the IRS could determine that
free agents who purchase our FREEAGENT E.OFFICE services are not our employees
under the provisions of the Code and ERISA relating to employee benefit plans
such as the 401(k) plan we offer. If the IRS made such a determination, neither
free agents who pay for our FREEAGENT E.OFFICE services nor we would be
permitted to make tax deferred contributions to our 401(k) plan. Similarly, the
IRS or other taxing authorities could determine that free agents who purchase
our FREEAGENT E.OFFICE services are not our employees under federal, state or
local laws and regulations providing for the favorable tax treatment of payments
made for group health, disability and life insurance benefits provided as part
of our FREEAGENT E.OFFICE services or for purposes of receiving incentive stock
options under our stock option plan. If an adverse determination was made as to
the employee status of free agents who purchase our FREEAGENT E.OFFICE services
under one or more of these federal, state or local laws and regulations, our
FREEAGENT E.OFFICE services would become less attractive to our registered free
agents since we would no longer be able to provide those valuable
corporate-style benefits as part of our FREEAGENT E.OFFICE services. As a
result, it is likely that our revenues would be adversely affected and our
ability to attract free agents to FREEAGENT.COM would be reduced.


    In contrast to our method of reporting for purposes of generally accepted
accounting principles under which we only report as revenues the fees received
from free agents who purchase our FREEAGENT E.OFFICE services, for tax purposes
we will report as revenues the gross billings we receive from organizations for
the services rendered by these free agents. Following the receipt of the gross
billings from these organizations, we pay or reimburse the free agents'
project-related expenses, pay the premiums for the free agents' health,
disability and life insurance, make the free agents' desired 401(k)
contributions and withhold any required federal, state and local taxes.
Thereafter, we remit the remaining funds to the free agent as wages and
salaries, treating the free agents' project-related expenses, the premiums for
health, disability and life insurance and 401(k) contributions as deductible
expenses for tax purposes. In the event free agents who purchase our FREEAGENT
E.OFFICE services are held not to be our employees under applicable laws and
regulations as described above, we could be liable to the IRS or other taxing
authorities for improper reporting of their wages and salaries, because the
amounts deducted for their health, disability and life insurance and 401(k)
contributions would not be properly deductible for tax purposes. In addition,
whether or not the free agent is treated as our employee, we could also be
liable to the IRS or other taxing authorities if amounts treated as deductible
project-related reimburseable expenses are not properly deductible for tax
purposes. Under these circumstances, we could also be subject to suit by the
free agent. Furthermore, in the event the free agents who purchase our FREEAGENT
E.OFFICE services are held to be employees of an organization using their
services, the qualified plans of these organizations may be adversely affected.
In such event, we could be subject to suit by these organizations. While we
believe that we have a reasonable basis for concluding that free agents who
purchase our FREEAGENT E.OFFICE services are our employees under applicable laws
and regulations, the application of these laws and regulations to our business
is uncertain and there can be no assurance as to the ultimate resolution of
these issues.


We may be subject to claims relating to our FREEAGENT E.OFFICE employees or the
organizations that use their services.


    We may be subject to claims relating to the actions of free agents who
purchase our FREEAGENT E.OFFICE services, including possible claims of
discrimination and harassment, violations of non-competition agreements, theft
of property from organizations for whom projects are performed, misuse of
proprietary


                                       23
<PAGE>

information from organizations and other criminal actions or torts and other
claims. These claims may allege that we do not adequately supervise these free
agents in a manner sufficient to ensure that these types of events do not occur.
In addition, we may be subject to claims from organizations for whom FREEAGENT
E.OFFICE employees perform work based upon the negligence or gross negligence in
their performance of projects and the failure of the work produced by these
employees to conform to required specifications. The conduct and performance of
our FREEAGENT E.OFFICE employees may result in negative publicity, injunctive
relief and the payment by us of money damages or fines.


    As the employer of the free agents who purchase our FREEAGENT E.OFFICE
services, we may be subject to a wide variety of employment-related claims, such
as claims for injuries, wrongful death, harassment, discrimination, wage and
hour violations and other matters. In addition, a number of legal issues remain
unresolved with respect to arrangements among businesses of the type such as
ours, free agents and the buyers of professional talent, including questions
concerning ultimate liability for violations of employment and discrimination
laws. As a result of our status as employer, we may be subject to liability
under various governmental regulations for violations of these regulations even
if we do not participate in the violations. We carry liability insurance, but
there can be no assurance that any of our insurance policies will be sufficient
to cover any judgments, settlements or costs relating to any claims, suits or
complaints or that sufficient insurance will be available to us in the future on
satisfactory terms, if at all. If insurance is not sufficient to cover any
judgments, settlements or costs relating to any present or future claims, suits
or complaints, we may incur substantial losses.

                         Risks Related to this Offering

Our common stock has no prior trading market, is likely to be highly volatile
and you may not be able to resell it at or above the initial public offering
price.

    Before this offering there has not been a public market for our common
stock. There may not be sufficient investor interest in our common stock after
the closing of this offering to cause the development of an active trading
market for our shares with significant liquidity. The stock market has
experienced significant price and volume fluctuations and the market prices of
securities of Internet-related companies have been highly volatile. Any trading
market which does develop for shares of our common stock is likely to be also
highly volatile and investors may not be able to sell their shares of common
stock at or above the initial public offering price. The market price of our
common stock after this offering may vary significantly from the initial
offering price in response to a number of factors, some of which are beyond our
control. The principal reasons that might cause our stock price to fluctuate
are:

    - changes in financial estimates by securities analysts relating to our
      stock;

    - changes in market valuations of Internet companies generally or in
      companies in a similar line of business;

    - announcements by us or our competitors of significant contracts,
      acquisitions, distribution, co-branding and other similar arrangements,
      joint ventures or capital commitments;

    - loss of a major client or organization with whom we have a distribution,
      co-branding or other similar arrangement;

    - additions or departures of key personnel; and

    - fluctuations in the stock market price and volume of traded shares
      generally, especially fluctuations in the traditionally volatile
      technology sector.

Shares eligible for public sale after this offering may depress our stock price
and impair our ability to raise funds in new stock offerings.

    The market price of our common stock could fall as a result of sales of a
large number of shares of our common stock in the market after this offering or
as a result of the perception that these sales could occur.

                                       24
<PAGE>
These factors also could make it more difficult for us to sell equity securities
in the future at a time and price which we deem appropriate.


    There will be approximately 49,780,805 shares of common stock outstanding
immediately after this offering. All of the shares sold in this offering will be
freely tradable without restriction or further registration under the Securities
Act of 1933, as amended, except for shares purchased by our "affiliates" as
defined in Rule 144 under the Securities Act. The remaining 42,080,805 shares
and the 12,047,597 shares subject to outstanding options and warrants will be
"restricted securities" as defined in Rule 144. These restricted securities may
be sold in the future without registration under the Securities Act subject to
applicable holding period, volume limitations, manner of sale and notice
requirements set forth in applicable SEC rules. Commencing 180 days after the
date of this prospectus, approximately 35.4 million outstanding shares of these
restricted securities will be eligible for sale under Rule 144. In addition,
commencing 180 days after the date of this prospectus, stockholders holding
approximately 31.6 million outstanding shares of these restricted securities
after the offering will, if these shares may not be sold under Rule 144, have
registration rights which could allow those holders to sell their shares freely
through a registration statement filed under the Securities Act.


    In connection with this offering, our directors and executive officers and
the securityholders named in this prospectus, together with other
securityholders that collectively hold most of the shares of common stock and
shares of common stock issuable upon the exercise of options and warrants, have
agreed not to sell their shares without the prior written consent of FleetBoston
Robertson Stephens Inc. for a period of 180 days from the effective date of the
registration statement of which this prospectus is a part. Robertson Stephens
may waive this agreement with respect to one or more of these securityholders in
its sole discretion. Robertson Stephens may grant these waivers under a variety
of circumstances, including situations in which the market value and/or the
average trading volume of our common stock reaches levels that are sufficient to
make it likely that a substantial amount of resales by these securityholders
would not adversely affect the prices at which our common stock trades, as well
as any other circumstances that it deems appropriate.


    After this offering, we will have 19,449,193 shares of common stock reserved
for issuance under our stock option plans, employee stock purchase plan and
other stock option agreements of which options to purchase 11,257,929 shares
were outstanding as of March 25, 2000. Promptly following this offering, we
intend to file one or more registration statements on Form S-8 to register these
shares which, upon effectiveness, will permit substantial additional sales of
shares of our common stock as these shares are issued.


Our officers and directors will have significant influence over all matters
requiring the approval of stockholders.


    We anticipate that our executive officers, directors and 5% stockholders
will control approximately 42.3% of our outstanding common stock following the
completion of this offering or 41.4% if the underwriters exercise their
overallotment option in full. These stockholders, if they act together, may be
able to exercise substantial influence over all matters requiring approval by
our stockholders, including the election of directors and approval of
significant corporate transactions, such as mergers or acquisitions. This
concentration of ownership may also have the effect of delaying or preventing a
change in control of our company in a transaction in which you might otherwise
receive a premium for your shares, and might adversely affect the market price
of the common stock.


Because we are currently unable to specify the specific uses to which the net
proceeds from this offering will be applied, you will be relying on the
judgement of our management regarding the application of the proceeds.

    We expect to use the net proceeds from this offering for working capital and
general corporate purposes, but we are unable to identify the specific uses to
which the net proceeds will be applied. Accordingly, our management will have
broad discretion with respect to the expenditure of the proceeds. Although we
have

                                       25
<PAGE>
included estimates of expenditures for some specified uses under "Use of
Proceeds," actual expenditures for expansion of sales and marketing staff,
marketing of our brands, product and technology development, capital
expenditures and other purposes will depend on market and other conditions
existing in the future. You will be relying on the judgment of our management
regarding the application of the proceeds.

You will suffer immediate and substantial dilution.

    If you buy shares of common stock in this offering, you will incur immediate
and substantial dilution in your investment, since you will pay more for your
shares of common stock than the amounts paid by the existing stockholders for
their shares or by the persons or entities that may acquire shares by exercising
options or warrants that were granted before this offering. Based on an assumed
initial public offering price of $10.00 per share, purchasers of common stock in
this offering will experience immediate and substantial dilution of
approximately $7.87 per share in the net tangible book value of the common
stock. In addition, in the past, we issued options and warrants to acquire
common stock at prices significantly below the initial public offering price. To
the extent these outstanding options or warrants are ultimately exercised, your
investment will be further diluted.

Provisions of our charter and bylaws may delay or prevent transactions that are
in your best interests.

    Upon consummation of this offering, our restated certificate of
incorporation and restated bylaws will contain provisions which may have the
effect of deterring takeovers or delaying or preventing changes in control of
our company, including transactions in which you might otherwise receive a
premium for your shares. In addition, these provisions may limit your ability to
approve other transactions that you may believe are in your best interests.

    For example, our restated certificate of incorporation and restated bylaws
will state that any action that can be taken by stockholders must be done at an
annual or special meeting and may not be done by written consent. These
documents also require reasonable advance notice by a stockholder of a
stockholder proposal or director nomination. Only the chairman of the board, the
chief executive officer, the president or the board of directors may call a
special meeting of the stockholders. These provisions may have the effect of
precluding the conduct of some types of business at a meeting if the proper
procedures are not followed or may discourage or deter a potential acquiror from
conducting a solicitation of proxies to elect its own slate of directors or
otherwise attempting to obtain control of us.

    The restated certificate of incorporation and restated bylaws will also
provide for a classified board of directors with staggered three year terms, and
generally will provide that, subject to any rights of holders of preferred stock
that we may create, to elect additional directors under specified circumstances,
a member of the board of directors may be removed only for cause and only by the
vote of the holders of at least 66 2/3% of the voting power of the then
outstanding shares of stock enabled to vote generally in the election of
directors, voting together as a single class. The provision for a classified
board and the director provisions could prevent a party who acquires control of
a majority of our outstanding voting stock from obtaining control of our board
until the second annual stockholders meeting following the date the acquiror
obtains the controlling stock interest. These provisions could also have the
effect of discouraging a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us and could increase the likelihood
that incumbent directors will retain their positions.

    In addition, the board of directors has the authority, without further
action by the stockholders, to issue shares of preferred stock without
stockholder approval. Under some circumstances, the issuance of shares of
preferred stock may render more difficult or tend to discourage a merger, tender
offer or proxy contest, the assumption of control by a holder of a large block
of our securities or the removal of incumbent management.

                                       26
<PAGE>
       CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; MARKET DATA

    This prospectus contains forward-looking statements that involve risks and
uncertainties. Discussions containing forward-looking statements may be found in
the material set forth under "Summary," "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Business" as
well as in this prospectus generally. We generally use words such as "believes,"
"intends," "expects," "anticipates," "plans," and similar expressions to
identify forward-looking statements. You should not place undue reliance on
these forward-looking statements. Our actual results could differ materially
from those expressed or implied in the forward-looking statements for many
reasons, including the risks described under "Risk Factors" and elsewhere in
this prospectus.

    Although we believe that the expectations reflected in the forward-looking
statements contained in this prospectus are reasonable, they relate only to
events as of the date on which the statements are made, and we cannot assure you
that our future results, levels of activity, performance or achievements will
meet these expectations. Subject to any obligation that we may have to amend or
supplement this prospectus as required by law and the rules of the Securities
and Exchange Commission, we are under no duty to update any of these
forward-looking statements after the date of this prospectus to conform these
statements to actual results or to changes in our expectations.


    This prospectus contains market data, including projections, related to
business-to-business e-commerce, the markets for our services, Internet usage in
general and estimates regarding their size and growth. This market data has been
included in industry reports published by organizations such as International
Data Corporation, Forrester Research, Inc. or the Gartner Group. These industry
publications generally indicate that they have derived this data from sources
believed to be reliable, but do not guarantee the accuracy and completeness of
this data. While we believe those industry publications to be reliable, we have
not independently verified this data or any of the assumptions on which the
projections included in this data are based. These assumptions include increased
worldwide business use of the Internet and the absence of any failure of the
Internet. If any of these assumptions is incorrect, actual results may differ
from the projections based on those assumptions and these markets may not grow
at the rates projected by such data, or at all. The failure of these markets to
grow at these projected rates may have a material adverse effect on our business
and the market price of our common stock.


                                       27
<PAGE>
                                USE OF PROCEEDS

    We estimate the net proceeds to be received by us from the sale of the
7,000,000 shares of common stock offered by us in this offering will be
$63.8 million, assuming an initial public offering price of $10.00 per share and
after deducting underwriting discounts and commissions and estimated offering
expenses payable by us. If the underwriters' over-allotment option is exercised
in full, we estimate the net proceeds to be received by us will be
$74.6 million. We will not receive any proceeds from the offering of shares by
Safeguard and CompuCom in the Safeguard Subscription Program.


    The principal purposes of this offering are to increase our working capital,
to create a public market for our common stock, to facilitate our future access
to public capital markets, to enhance our ability to acquire other businesses
and to provide us with increased visibility and credibility in our market. We
expect to use the net proceeds from this offering, and the $14.0 million of
proceeds from the sale of our common stock to Dell USA in the concurrent
placement described below, for working capital and general corporate purposes,
including an estimated $5 to $7 million for capital expenditures, an estimated
$15 to $20 million for sales and marketing and an estimated $15 to $20 million
for product and technology development. We also intend to use $350,000 of the
proceeds to repay in full our non-interest bearing promissory note issued in
connection with the acquisition of INDUSTRYINSITE.COM. The note was issued on
January 12, 2000. We have no specific plans for the remaining proceeds. The
actual amounts expended for the specific purposes set forth above may vary from
our current expectations and we may reallocate the proceeds of this offering and
the concurrent private placement among the categories discussed above or use a
portion of the proceeds from the offering and the concurrent private placement
for purposes not presently contemplated. As a result, we will have broad
discretion as to how the net proceeds of this offering will be used. Our use of
the net proceeds of this offering and the concurrent placement may change to
respond to conditions and factors affecting our business, particularly
competitive and technological developments, the success of our products in the
market and of our branding efforts, the growth, if any, of our business and our
need to increase our capital expenditures to support any growth in our business.


    We may also use a portion of these proceeds for potential acquisitions of
technologies, products or businesses which may be complementary to our business.
We currently have no commitments or agreements with respect to any future
acquisitions or investments. Pending any use, we intend to invest the net
proceeds from this offering in interest-bearing, investment-grade instruments,
certificates of deposit or direct or guaranteed obligations of the U.S.
Government.


Concurrent Private Placement



    On March 1, 2000, we entered into a stock purchase agreement with Dell USA
L.P., an affiliate of Dell Computer Corporation, under which Dell USA has agreed
to purchase shares of our common stock for a total purchase price of
$14.0 million. Dell USA will purchase the shares at a price equal to the initial
public offering price per share less an amount equal to the per share
underwriting discounts and commissions received by the underwriters, as set
forth on the cover page of this prospectus, except that in no event will Dell
USA's purchase price exceed $22.00 per share. Based on an assumed initial public
offering price of $10.00 per share, we expect that Dell USA would purchase
1,505,376 shares of our common stock in the concurrent placement. Since Dell USA
will purchase the shares directly from us in a private placement, the
underwriters will not receive any discount or commission on the sale of the
shares. The closing of this concurrent placement is contingent on, and will
close simultaneously with, the closing of this offering.



    The shares being sold in the concurrent placement will not be registered for
immediate sale under the Securities Act and, subject to limited exceptions
involving a sale of the company or a change of control, Dell USA has agreed not
to sell its common stock for a one year period. We will also enter into a
registration rights agreement with Dell USA under which it will have two demand
registration rights and unlimited piggyback registration rights to have its
shares of common stock registered for resale under the Securities Act. Dell USA
may exercise its demand rights only if the anticipated gross offering price will
be at least $3.0


                                       28
<PAGE>

million and only after we are qualified to use Form S-3, a short-form
registration statement, to register our securities under the Securities Act,
which will be at least one year after completion of this offering. See "Shares
Eligible for Future Sale--Registration Rights."



    In connection with Dell USA's purchase of our common stock, Dell Marketing
L.P., the marketing affiliate of Dell Computer, will enter into a marketing
agreement under which Dell Marketing will provide a prominent link to our
website on its website. In addition, Dell Marketing will include us as a
featured offer in one issue of its quarterly software and peripherals catalogue.
The effectiveness of the marketing arrangement is conditional upon the sale of
our shares of common stock to Dell USA in the concurrent placement. The term of
the marketing arrangement will initially be for one year.


                                DIVIDEND POLICY

    We have never declared or paid any dividends on our common stock. We do not
anticipate paying any cash dividend in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the
expansion of our business. Any future determination to pay cash dividends will
be at the discretion of our board of directors and will be dependent upon our
financial condition, operating results, capital requirements, general business
conditions, restrictions imposed by financing arrangements, if any, legal and
regulatory restrictions on the payment of dividends and other factors that our
board of directors deems relevant.

                                       29
<PAGE>
                                 CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1999:

    - on an actual basis;

    - on a pro forma basis to reflect our acquisition of PeopleMover as if the
      acquisition had occurred as of December 31, 1999 and the mandatory
      conversion of all outstanding shares of our preferred stock into
      25,441,091 shares of our common stock on the closing of this offering; and

    - on a pro forma as adjusted basis to reflect the sale of the 7,000,000
      shares of our common stock in this offering, at an assumed initial public
      offering price of $10.00 per share, after deducting underwriting discounts
      and commissions and estimated offering expenses payable by us, and the
      sale of 1,505,376 shares of our common stock to Dell USA in the concurrent
      placement at a price equal to the foregoing assumed initial public
      offering price less an amount equal to the underwriting discounts and
      commissions payable to the underwriters in this offering.

    You should read the information set forth below in conjunction with the
consolidated and pro forma financial statements and the notes thereto appearing
elsewhere in this prospectus. Upon consummation of this offering, our authorized
preferred stock will consist of 25,000,000 shares, which may be issued in
classes or series from time to time.

<TABLE>
<CAPTION>
                                                                    As of December 31, 1999
                                                             --------------------------------------
                                                                                         Pro Forma
                                                              Actual    Pro Forma (1)   As Adjusted
                                                             --------   -------------   -----------
                                                               (in thousands, except share data)
<S>                                                          <C>        <C>             <C>
Series A convertible preferred stock, $0.001 par value;
  8,400,000 shares authorized; 8,284,000 shares issued
  and outstanding, actual; none issued
  and outstanding, pro forma and pro forma as adjusted.....  $      8     $     --        $     --
Series B convertible preferred stock, $0.001 par value;
  8,700,000 shares authorized; 8,676,727 shares issued
  and outstanding, actual; none issued
  and outstanding, pro forma and pro forma as adjusted.....         9           --              --
Common stock, $0.001 par value; 45,000,000 shares
  authorized actual, 150,000,000 pro forma and pro forma as
  adjusted; 10,880,000, 38,954,000 and 47,460,000 shares
  issued and outstanding, actual, pro forma and pro forma
  as adjusted, respectively................................        11           39              47
Additional paid-in capital.................................    63,835       95,713         173,520
Stock subscription receivable..............................      (239)        (239)           (239)
Deferred compensation......................................    (5,469)      (8,603)         (8,603)
Accumulated deficit........................................   (30,425)     (30,425)        (30,425)
Accumulated other comprehensive loss.......................        (3)          (3)             (3)
                                                             --------     --------        --------
    Total stockholders' equity.............................  $ 27,727     $ 56,482        $134,297
                                                             ========     ========        ========
</TABLE>

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

(1) Under applicable SEC rules, the historical audited financial statements of
    Ithority and pro forma financial statements for us reflecting the Ithority
    acquisition are not required to be included in this prospectus. However,
    those audited and pro forma financial statements will be filed with the SEC
    within 75 days of consummation of the Ithority acquisition.

                                       30
<PAGE>
The above table excludes:

    - the issuance of 426,073 shares of our common stock in the Ithority
      acquisition;

    - 405,631 shares of our common stock held in escrow, together with
      additional shares of our common stock issuable to the former stockholder
      of Churchill as described under "Management's Discussion and Analysis of
      Financial Condition and Results of Operations" and "Unaudited Pro Forma
      Combined Financial Statements;"


    - 5,340,000 shares of common stock issuable at a weighted average exercise
      price of $1.09 per share upon the exercise of stock options outstanding at
      December 31, 1999, 1,401,000 shares of which (including shares of common
      stock issuable upon the exercise of options that automatically vest upon
      the consummation of this offering) are currently exercisable, and of which
      252,996 have been exercised;



    - the issuance of 606,911 shares of our common stock in January through
      March 2000 upon the exercise of options;



    - options to purchase 5,313,375 shares of our common stock issued subsequent
      to December 31, 1999 to officers, directors and employees, including our
      Chairman and Chief Executive Officer and our new President and Chief
      Operating Officer, at a weighed average exercise price of $8.73 per share;



    - options to purchase 1,032,606 shares of our common stock held by employees
      of PeopleMover, at a weighed average exercise price of $4.84 per share,
      assumed by us in the PeopleMover acquisition, after giving effect to
      forfeitures and exercises since the date of the acquisition;



    - 8,191,264 shares of common stock reserved for future grant under our stock
      option and employee stock purchase plans;



    - 945,547 shares of common stock issuable at a weighted average exercise
      price of $.83 per share upon the exercise of warrants outstanding at
      December 31, 1999, of which warrants to purchase 840,000 shares of common
      stock were exercised in January 2000;


    - 9,120 shares of our common stock issuable at an exercise price of $0.01
      per share upon the exercise of warrants issued in February 2000 as
      compensation to a provider of advertising services;

    - the assumed issuance of 450,000 shares of common stock upon the exercise
      of certain warrants owned by Greenhill & Co., LLC, which acts as a
      financial advisor to us, which terminate upon consummation of this
      offering at an exercise price of $3.07 per share;


    - 450,000 shares of common stock issuable upon the exercise of a warrant
      having an exercise price of $8.21 per share issued in January 2000 to
      Greenhill under the terms of its financial advisory agreement with us as a
      result of the consummation of the INDUSTRYINSITE.COM and Ithority
      acquisitions;


    - 450,000 shares of our common stock issuable upon the exercise of an
      additional warrant which may be issued to Greenhill under its financial
      advisory agreement with us upon the completion of a specified number or
      aggregate value of additional acquisitions and having an exercise price
      equal to the fair market value of our common stock on the Nasdaq National
      Market on the date of issuance of the additional warrant;

    - 225,000 shares of our common stock issuable upon exercise of a warrant
      having an exercise price of $3.33 per share issued to Lucent Technologies
      Inc. in February 2000 in connection with their agreeing to use our OPUSRM
      and OPUS XCHANGE services, assist us in the further development of our
      services and to direct free agents who provide services to Lucent's
      NetCare Division to FREEAGENT.COM; and

    - shares of our common stock issuable upon the exercise of an additional
      warrant issued to Lucent in February 2000 in connection with the
      establishment of the foregoing arrangements, and which is exercisable for
      that number of shares of our common stock, having a fair value no greater
      than $2,655,000 using the Black-Scholes option-pricing model, at an
      exercise price and on a specified effective beginning date, in each case
      as described in greater detail under "Related Party Transactions--Lucent
      Agreement."

                                       31
<PAGE>
                                    DILUTION

    Our pro forma net tangible book value as of December 31, 1999 was
$23.2 million, or $0.59 per common share, after giving effect to our acquisition
of PeopleMover as if the acquisition had occurred on December 31, 1999 and the
conversion of all outstanding shares of our preferred stock into shares of
common stock upon the closing of this offering. Pro forma net tangible book
value per common share represents the difference between our total tangible
assets and our total liabilities, divided by the total number of shares of
common stock outstanding (pro forma to reflect the PeopleMover acquisition and
the conversion of our preferred stock referred to above).

    After giving effect to the sale by us of:

    - the 7,000,000 shares of common stock that we are offering at an assumed
      initial public offering price of $10.00 per share, after deducting
      underwriting discounts and commissions and estimated offering expenses
      payable by us; and

    - the 1,505,376 shares of common stock to Dell USA in the concurrent
      placement at a price equal to the foregoing assumed initial public
      offering price less an amount equal to the assumed underwriting discounts
      and commissions payable to the underwriters in this offering,

our pro forma net tangible book value as of December 31, 1999 would have been
$101.0 million, or $2.13 per common share. This represents an immediate increase
in pro forma net tangible book value of $1.54 per common share to existing
stockholders and an immediate dilution of $7.87 per common share to the new
investors. Dilution is determined by subtracting the pro forma net tangible book
value per common share after the offering from the amount of cash paid by a new
investor for a share of common stock. The following table illustrates this per
share dilution:

<TABLE>
<S>                                                           <C>        <C>
Assumed initial public offering price.......................              $10.00
    Pro forma net tangible book value per common share as of
      December 31, 1999.....................................   $ 0.59
    Pro forma increase per common share attributable to new
      investors.............................................     1.54
                                                               ------
Pro forma net tangible book value per common share after
  this
  offering..................................................                2.13
                                                                          ------
Pro forma dilution per share to new investors...............              $ 7.87
                                                                          ======
</TABLE>

    The following table summarizes on a pro forma basis to reflect the
adjustments described above, differences between our existing stockholders as of
December 31, 1999 and Dell USA and new investors with respect to the number of
shares of common stock purchased from us, the total consideration paid to us and
the average price per share paid by our then existing stockholders, by new
investors with respect to the shares to be sold by us in this offering at the
assumed initial public offering price of $10.00 per share, before deducting
underwriting discounts and commissions and estimated offering expenses payable
by us and Dell USA in the concurrent placement at a price equal to the foregoing
assumed initial public offering price less an amount equal to the underwriting
discounts and commissions payable to the underwriters in this offering:

<TABLE>
<CAPTION>
                                    Shares Purchased        Total Consideration
                                  ---------------------   -----------------------   Average Price
                                    Number     Percent       Amount      Percent      Per Share
                                  ----------   --------   ------------   --------   -------------
<S>                               <C>          <C>        <C>            <C>        <C>
Existing stockholders...........  38,954,450      82.1%   $ 50,996,000     37.8%       $ 1.31
Dell USA........................   1,505,376       3.2      14,000,000     10.3          9.30
New investors...................   7,000,000      14.7      70,000,000     51.9         10.00
                                  ----------    ------    ------------    -----
    Total.......................  47,459,826     100.0%   $134,996,000    100.0%
                                  ==========    ======    ============    =====
</TABLE>

                                       32
<PAGE>
    The foregoing discussion and tables do not reflect:

    - the sale of 700,000 shares of common stock by Safeguard and CompuCom in
      the Safeguard Subscription Program;

    - the consummation of the Ithority and INDUSTRYINSITE.COM acquisitions and
      the issuance of 426,073 shares of our common stock in the Ithority
      acquisition;

    - shares of our common stock issuable upon the exercise of options and
      warrants outstanding as of December 31, 1999;

    - shares of our common stock issuable upon the exercise of options and
      warrants issued subsequent to December 31, 1999; and

    - shares of our common stock issuable upon the exercise of options assumed
      by us in the PeopleMover acquisition. See "Capitalization."

    To the extent outstanding options or warrants are exercised, new investors
will suffer further dilution. This offering will benefit our existing
stockholders by creating a public market for our common stock. Upon consummation
of this offering, the unrealized appreciation in the value of the common stock
held by the stockholders identified in the immediately preceding table will be
approximately $339.6 million ($457.1 million assuming exercise of all
outstanding options and warrants outstanding as of the date of this prospectus),
assuming an initial public offering price of $10.00 per share.

                                       33
<PAGE>
               UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

    The following unaudited pro forma combined statement of operations for the
year ended December 31, 1999 gives effect to our acquisitions of Churchill and
PeopleMover as if the transactions had occurred on January 1, 1999 and the
following unaudited pro forma combined balance sheet gives effect to our
PeopleMover acquisition as if it occurred on December 31, 1999.

ACQUISITION OF CHURCHILL

    On May 27, 1999, we acquired all of the outstanding common stock of
Churchill in exchange for approximately 946,000 shares of our common stock with
a fair market value of approximately $1.85 per share, or $1.75 million, subject
to the issuance of additional shares upon an earnout as described below. Amounts
included for Churchill in the unaudited pro forma combined statement of
operations for the year ended December 31, 1999 represent the pre-acquisition
period of January 1, 1999 to May 26, 1999. The acquisition of Churchill has been
accounted for using the purchase method. We have allocated the purchase price to
Churchill's historical assets and liabilities based on their carrying values, as
these carrying values are estimated to approximate the fair market value of the
assets acquired and liabilities assumed. The goodwill of $2.1 million created as
a result of the Churchill acquisition is being amortized over three years from
the acquisition date. See Note 2 of Notes to our Consolidated Financial
Statements.

    The former owner of Churchill is potentially entitled to approximately
406,000 additional shares of our common stock, which have been placed in escrow,
and, commencing on November 27, 2000, $850,000 of our common stock based on the
fair market value of our common stock on May 27, 2000. The shares held in escrow
and the shares issuable on November 27, 2000 vest ratably over three years from
May 27, 1999 based on the continuous employment of the seller and a key employee
and are subject to downward adjustment based on a targeted number of free agents
purchasing our FREEAGENT E.OFFICE services by May 27, 2000. As of December 31,
1999, we cannot determine if the former owner of Churchill will be entitled to
any of the shares held in escrow or to be issued on November 27, 2000.

    After determination of the number of shares owed to the former owner of
Churchill, we will charge to compensation expense that portion of the shares
held in escrow and to be issued on November 27, 2000 which have been earned
based on the fair market value of our common stock on that date. We will then
amortize to compensation expense the unvested portion of these shares over the
remaining vesting period.

ACQUISITION OF PEOPLEMOVER


    On February 24, 2000, we acquired all of the outstanding capital stock of
PeopleMover for approximately 2,634,000 shares of our common stock.
Additionally, we assumed outstanding PeopleMover stock options which were
exercisable for approximately 1,189,000 shares of our common stock at a weighted
average exercise price of $4.35 per share.


    Approximately 342,000 shares of our common stock issued in the acquisition
to stockholders of PeopleMover are subject to a three-year restricted stock
vesting agreement under which the shares may be forfeited in the event the
stockholder is no longer employed by us. The value of these shares, estimated at
approximately $3.1 million, will be recorded as deferred compensation expense
and amortized over the term of the vesting agreement.

    We will account for the acquisition of PeopleMover using the purchase method
and, accordingly, PeopleMover's results of operations will be included in our
consolidated financial statements from the date of acquisition. We intend to
preliminarily allocate the purchase price to PeopleMover's assets and
liabilities based on their historical carrying values as these carrying values
are estimated to approximate fair market value of the assets acquired and
liabilities assumed.

    The following pro forma financial statements represent the preliminary
allocation of purchase price over historical net book values of the acquired
assets and assumed liabilities of PeopleMover at December 31,

                                       34
<PAGE>
1999, and are for illustrative purposes only. Goodwill and other intangibles of
approximately $31.6 million expected to be created as a result of the
PeopleMover acquisition will be amortized over three years. Actual fair values
will be based on financial information as of the acquisition date.

    The unaudited pro forma combined statement of operations does not purport to
be indicative of what our actual results of operations would have been had the
acquisitions of Churchill and PeopleMover actually been completed on January 1,
1999, and the unaudited pro forma combined balance sheet does not purport to be
indicative of what our actual financial condition would have been had the
acquisition of PeopleMover actually been completed on December 31, 1999. These
unaudited pro forma combined financial statements also do not purport to be
indicative of the results of operations or financial condition that we may
achieve in the future. Under applicable SEC rules, the historical audited
financial statements of Ithority and pro forma financial statements for us
reflecting the Ithority acquisition are not required to be included in this
prospectus. However, those audited and pro forma financial statements will be
filed with the SEC within 75 days of consummation of the Ithority acquisition.

    The unaudited pro forma combined financial statements should be read in
conjunction with our consolidated financial statements, the financial statements
of Churchill and PeopleMover and the notes to those financial statements
included elsewhere in this prospectus.

                                       35
<PAGE>
                              OPUS360 CORPORATION
                   Unaudited Pro Forma Combined Balance Sheet
                               December 31, 1999

<TABLE>
<CAPTION>
                                                       Opus360                            Pro forma       Pro forma
                                                     Corporation    PeopleMover, Inc.   Adjustments(1)     Combined
                                                     ------------   -----------------   --------------   ------------
<S>                                                  <C>            <C>                 <C>              <C>
                      Assets
Current assets:
  Cash.............................................  $  1,326,000      $    241,000      $   (300,000)   $  1,267,000
  Accounts receivable..............................     2,314,000           624,000                --       2,938,000
  Short-term investments...........................    27,137,000                --                --      27,137,000
  Prepaid expenses and other                            3,850,000           215,000                --       4,065,000
                                                     ------------      ------------      ------------    ------------
      Total current assets.........................    34,627,000         1,080,000          (300,000)     35,407,000

Property and equipment, net........................     2,990,000         1,216,000                --       4,206,000
Goodwill...........................................     1,702,000                --        31,626,000      33,328,000
Deferred loan costs................................        16,000                --                --          16,000
Due from PeopleMover...............................       575,000                --          (575,000)             --
Other assets.......................................       806,000           114,000                --         920,000
                                                     ------------      ------------      ------------    ------------
      Total assets.................................  $ 40,716,000      $  2,410,000      $ 30,751,000    $ 73,877,000
                                                     ============      ============      ============    ============
       Liabilities and Stockholders' Equity
Current liabilities:
  Lines of credit..................................  $         --      $    980,000      $         --    $    980,000
  Accounts payable.................................     5,489,000           712,000                --       6,201,000
  Accrued expenses.................................     4,818,000           513,000                --       5,331,000
  Accrued wages                                         2,682,000                --                --       2,682,000
  Deferred revenue.................................            --         1,686,000                --       1,686,000
  Capital lease obligation.........................            --           187,000                --         187,000
  Convertible notes payable........................            --         1,375,000        (1,375,000)             --
  Due to Opus360...................................            --           575,000          (575,000)
                                                     ------------      ------------      ------------    ------------
      Total current liabilities....................    12,989,000         6,028,000        (1,950,000)     17,067,000

  Capital lease obligations, net of current
    portion........................................            --           328,000                --         328,000

      Total Liabilities............................    12,989,000         6,356,000        (1,950,000)     17,395,000
Mandatory redeemable Series A convertible preferred
  stock, 6,000,000 shares designated; 4,935,848
  shares issued and outstanding at December 31,
  1999; zero shares outstanding on a pro forma
  basis............................................            --         5,425,000        (5,425,000)             --
Stockholders' equity
  Series A convertible preferred stock, $0.001 par
    value; 8,400,000 shares authorized; 8,284,000
    shares issued and outstanding; zero shares
    outstanding on a pro forma basis...............         8,000                --                --              --
  Series B convertible preferred stock, $0.001 par
    value; 8,700,000 shares authorized; 8,677,000
    shares issued and outstanding; zero shares
    outstanding on a pro forma basis...............         9,000                --                --              --
  Common stock, $0.001 par value 45,000,000 shares
    authorized; 10,880,000 issued and outstanding;
    38,954,000 shares outstanding on a pro forma
    basis..........................................        11,000             5,000            (2,000)         39,000
  Additional paid-in capital                           63,835,000         1,786,000        30,100,000      95,713,000
  Stock subscription receivable....................      (239,000)                                           (239,000)
  Deferred compensation............................    (5,469,000)         (932,000)       (2,202,000)     (8,603,000)
  Accumulated deficit..............................   (30,425,000)      (10,230,000)       10,230,000     (30,425,000)
  Accumulated other comprehensive loss.............        (3,000)               --                --          (3,000)
                                                     ------------      ------------      ------------    ------------
      Total stockholders' equity...................    27,727,000        (9,371,000)       38,126,000      56,482,000
                                                     ------------      ------------      ------------    ------------
Commitments and contingencies
      Total liabilities and stockholders' equity...  $ 40,716,000      $  2,410,000      $ 30,751,000    $ 73,877,000
                                                     ============      ============      ============    ============
</TABLE>

       See accompanying notes to pro forma combined financial statements.

                                       36
<PAGE>
                              OPUS360 CORPORATION
              Unaudited Pro Forma Combined Statement of Operations
                          Year Ended December 31, 1999

<TABLE>
<CAPTION>
                                               The Churchill
                                                  Benefit                                  Pro Forma Adjustments
                                                Corporation                         ------------------------------------
                                                Period from                         The Churchill
                                              January 1, 1999                          Benefit
                                 Opus360      to May 26, 1999   PeopleMover, Inc.    Corporation       PeopleMover, Inc.
                               ------------   ---------------   -----------------   -------------      -----------------
<S>                            <C>            <C>               <C>                 <C>                <C>
Revenues.....................  $    419,000      $ 298,000         $ 1,302,000
Cost of revenues.............       261,000         29,000             939,000
                               ------------      ---------         -----------
    Gross profit.............       158,000        269,000             363,000
Operating expense:
  Sales and marketing........    11,068,000             --           1,952,000
  Product development........     9,034,000             --           3,824,000
  General and
    administrative...........     7,114,000        460,000           2,341,000         $300,000(2)        $   172,000(3)
  Depreciation and
    amortization.............       629,000          8,000             180,000          295,000(2)         10,540,000(3)
  Amortization of
    equity-based
    compensation.............     2,448,000             --             326,000                              1,045,000(3)
                               ------------      ---------         -----------         --------           -----------
    Total costs and
      expenses...............    30,293,000        468,000           8,623,000          595,000            11,757,000
                               ------------      ---------         -----------         --------           -----------
    Loss from operations.....   (30,135,000)      (199,000)         (8,260,000)
Other income and expense:
  Interest income............       765,000             --                  --
  Interest expense...........       (20,000)            --             (73,000)
                               ------------      ---------         -----------
    Net loss.................   (29,390,000)      (199,000)         (8,333,000)
Historical basic and diluted
  net loss per share (4).....  $      (2.91)
                               ============      =========         ===========         ========           ===========
Shares used in the
  calculation of historical
  basic and diluted net loss
  per share (4)..............    10,083,563
                               ============      =========         ===========         ========           ===========
Pro forma basic and diluted
  net loss per share (4).....  $      (1.12)
                               ============
Shares used in the
  calculation of pro forma
  basic and diluted net loss
  per share (4)..............    26,323,752
                               ============

<CAPTION>

                                Pro Forma
                                 Combined
                               ------------
<S>                            <C>
Revenues.....................  $  2,019,000
Cost of revenues.............     1,229,000
                               ------------
    Gross profit.............       790,000
Operating expense:
  Sales and marketing........    13,020,000
  Product development........    12,858,000
  General and
    administrative...........    10,387,000
  Depreciation and
    amortization.............    11,652,000
  Amortization of
    equity-based
    compensation.............     3,819,000
                               ------------
    Total costs and
      expenses...............    51,736,000
                               ------------
    Loss from operations.....   (50,946,000)
Other income and expense:
  Interest income............       765,000
  Interest expense...........       (93,000)
                               ------------
    Net loss.................   (50,274,000)
Historical basic and diluted
  net loss per share (4).....  $      (3.91)
                               ============
Shares used in the
  calculation of historical
  basic and diluted net loss
  per share (4)..............    12,868,154
                               ============
Pro forma basic and diluted
  net loss per share (4).....  $      (1.73)
                               ============
Shares used in the
  calculation of pro forma
  basic and diluted net loss
  per share (4)..............    29,108,342
                               ============
</TABLE>


       See accompanying notes to pro forma combined financial statements.

                                       37
<PAGE>
                NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

(1) The acquisition of PeopleMover consisted of the following:

    - the issuance of approximately 2,634,000 shares of our common stock valued
      at approximately $23,990,000, or $9.11 per share;

    - our assumption of outstanding PeopleMover stock options which are
      exercisable for approximately 1,189,000 shares of our common stock. The
      options have been valued at approximately $7,875,000 using the
      Black-Scholes pricing model. These options have an aggregate exercise
      price of approximately $5,175,000 or $4.35 per share; and

    - estimated acquisition costs of approximately $300,000.

    Assuming the transaction had occurred on December 31, 1999, the preliminary
    allocation of the purchase price would have been as follows:

<TABLE>
<S>                                                           <C>
Value of approximately 2,292,000 shares not subject to
  restricted stock vesting agreement........................  $20,880,000
Value of stock options issued under Black-Scholes pricing
  model.....................................................    7,875,000
Estimated costs associated with acquisition.................      300,000
Conversion of redeemable preferred stock....................   (5,425,000)
Conversion of notes payable into equity.....................   (1,375,000)
Negative net assets acquired, as of December 31, 1999.......    9,371,000
                                                              -----------
Excess purchase price over net assets acquired..............  $31,626,000
</TABLE>

    The purchase price will be preliminarily allocated to PeopleMover's
    historical assets and liabilities, as these carrying values are estimated to
    approximate fair market value. The excess purchase price over the net assets
    acquired in the PeopleMover transaction has been preliminarily assigned to
    goodwill, which will be amortized over three years, and may be subject to
    change upon evaluation of the fair value of PeopleMover's acquired assets
    and liabilities assumed as of the acquisition date as well as the potential
    identification of certain intangible assets, including customer lists and
    in-process technology.

    The value of the approximately 342,000 shares which are subject to the
    three-year vesting agreement is approximately $3,134,000 and will be
    recorded to deferred compensation expense and amortized over the term of the
    vesting agreement. Only the vested portion of the restricted shares is
    included for purposes of calculating basic earnings per share. The unvested
    portion of the restricted shares is also included for purposes of
    calculating diluted earnings per share, if such amounts are dilutive.

(2) For the year ended December 31, 1999, the adjustments to pro forma operating
    expenses include $295,000 of goodwill amortized during the period and
    $300,000 incremental payroll expenses related to new employment contracts
    entered into with the former owner and a key employee of Churchill. The
    adjustment for goodwill represents five months of amortization expense,
    which is not included in our historical financial statements, in order to
    reflect the acquisition of Churchill as if it took place on January 1, 1999.
    The adjustment for payroll expense represents the incremental difference
    between the actual salaries earned by the former owner and key employee of
    Churchill and the amounts that they would have earned had their new
    employment contracts been in effect as of January 1, 1999.

(3) For the year ended December 31, 1999, the adjustments to pro forma operating
    expenses include $10,540,000 and $1,045,000 of goodwill and deferred
    compensation amortized during the period, respectively, and $172,000 of
    incremental payroll expenses related to new employment contracts entered
    into with some PeopleMover employees. The adjustment for goodwill and
    stock-based compensation represents 12 months of amortization expense to
    reflect the acquisition of PeopleMover as if it occurred on January 1, 1999.
    The adjustment for payroll expense represents the incremental difference
    between

                                       38
<PAGE>
    the actual salaries earned by the PeopleMover employees and the amounts that
    they would have earned had their new employment contracts been in effect as
    of January 1, 1999.

(4) Basic and diluted historical net loss per share on a pro forma basis is
    calculated using our historical weighted-average amounts adjusted for the
    impact of the unrestricted shares of our common stock issued in connection
    with the Churchill and PeopleMover acquisitions, as if these shares were
    outstanding from January 1, 1999. Diluted historical net loss per share on a
    pro forma basis does not include approximately 228,000 unvested restricted
    shares issued to certain PeopleMover stockholders and the effect of options
    and warrants to purchase 6,552,000 and approximately 1,396,000 shares of
    common stock, respectively, including the options we assumed in the
    PeopleMover acquisition, or approximately 25,441,000 shares of our common
    stock issuable upon the conversion of our Series A and B preferred stock on
    an "as-if converted" basis, respectively, as the effect of their inclusion
    is anti-dilutive.

    Pro forma basic and diluted net loss per share is computed by assuming the
    conversion of all convertible preferred stock into common stock as if such
    shares were outstanding from their respective dates of issuance.

    All computations of net loss per share exclude the effect of approximately
    406,000 escrowed shares and $850,000 of contingently issuable shares of
    common stock in connection with the Churchill acquisition as the conditions
    surrounding the release of such shares have not been satisfied.

                                       39
<PAGE>
                            SELECTED FINANCIAL DATA

    The selected balance sheet data as of December 31, 1998 and 1999 and the
selected statement of operations data for the period from August 17, 1998 (our
inception) through December 31, 1998 and for the twelve months ended
December 31, 1999 are derived from our audited financial statements, which have
been audited by KPMG LLP, included elsewhere in this prospectus. Historical
results are not necessarily indicative of the results to be expected in the
future.

    You should read the data set forth below in conjunction with "Unaudited Pro
Forma Combined Financial Statements," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our financial statements and
related notes appearing elsewhere in this prospectus.


<TABLE>
<CAPTION>
                                                                    Period from
                                                                  August 17, 1998
                                                              (our inception) through          Year Ended
                                                                 December 31, 1998          December 31, 1999
                                                              -----------------------       -----------------
                                                                   (in thousands, except per share data)
<S>                                                           <C>                           <C>
Statement of Operations Data:
Revenues(1).................................................          $    --                   $    419
Cost of revenues(1).........................................               --                        261
                                                                      -------                   --------
Gross profit................................................               --                        158
Operating expenses:
  Sales and marketing, exclusive of $187 reported below as
    amortization of equity-based compensation...............               80                     11,068
  Product development, exclusive of $844 reported below as
    amortization of equity-based compensation...............              552                      9,034
  General and administrative, exclusive of $1,417 reported
    below as amortization of equity-based compensation......              407                      7,114
  Depreciation and amortization.............................                2                        629
  Amortization of equity-based compensation.................               --                      2,448
                                                                      -------                   --------
    Total operating expenses................................            1,041                     30,293
                                                                      -------                   --------
  Loss from operations......................................           (1,041)                   (30,135)
Other income, net...........................................                6                        745
                                                                      -------                   --------
  Net loss..................................................          $(1,035)                  $(29,390)
                                                                      =======                   ========
Basic and diluted net loss per share:.......................          $ (0.11)                  $  (2.91)
                                                                      =======                   ========
Weighted average number of shares used in calculating basic
  and diluted net loss per share(2).........................            9,120                     10,084
                                                                      =======                   ========
Pro forma basic and diluted net loss per share..............                                    $  (1.12)
                                                                                                ========
Pro forma weighted average number of shares used in
  calculating basic and diluted net loss per share(2).......                                      26,324
                                                                                                ========
</TABLE>


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


(1) Since we only recognize as revenue the monthly fees charged to our FREEAGENT
    E.OFFICE employees and not the gross billings we receive from organizations
    that contract for the services of these employees, we do not record as an
    expense in our statement of operations the amounts we pay to these employees
    out of these gross billings. These amounts principally include the FREEAGENT
    E.OFFICE employees' salaries, related taxes and benefits and expense
    reimbursements.



(2) Reflects the automatic conversion of each share of our outstanding preferred
    stock into 1.5 shares of our common stock as if these shares were
    outstanding from their respective dates of issuance.


<TABLE>
<CAPTION>
                                                                    As of December 31,
                                                              -------------------------------
                                                                 1998                1999
                                                              -----------         -----------
                                                                      (in thousands)
<S>                                                           <C>                 <C>
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities............    $5,818              $28,463
Working capital.............................................     5,199               21,638
Total assets................................................     5,886               40,716
Convertible preferred stock.................................         5                   17
Total stockholders' equity..................................    $5,253              $27,727
</TABLE>

                                       40
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS
OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO, THE FINANCIAL STATEMENTS AND THE NOTES TO THOSE
FINANCIAL STATEMENTS APPEARING ELSEWHERE IN THIS PROSPECTUS.

Overview

    We provide Internet-based services for putting people and projects together
across the labor supply chain. Our e-commerce services streamline the
procurement and management of professional resources by using advanced
technologies to enable buyers requiring individuals with specific professional
skills to fulfill project needs to identify and procure those professionals. Our
three services, each of which is offered and can be used as a stand-alone
application and is designed to be integrated and used with each other, consists
of:

    - FREEAGENT.COM: a website that enables free agents to efficiently and cost
      effectively manage their independent careers by offering them access to
      multiple project opportunities, our FREEAGENT E.OFFICE and E.PORTFOLIO
      services and an online marketplace of corporate products and services.

    - OPUS XCHANGE: an Internet service which is designed to enable
      corporations, professional services firms, staffing companies and other
      buyers requiring individuals with specific professional skills to easily
      and rapidly procure professionals from FREEAGENT.COM. Our enhanced version
      of OPUS XCHANGE for corporate customers will also allow these
      organizations to procure professionals from each other in an
      exchange-based environment by using technologies to match individuals with
      projects and by automating the requisition, approval and engagement
      processes.

    - OPUSRM: a labor resource management service designed to centralize
      resource and project information and enable organizations to more
      efficiently manage their professional resources.


    We were founded in August 1998 and have a limited operating history. During
the period from August 1998 through our acquisition of Churchill in May 1999, we
did not have any revenues and our activities consisted primarily of the
development and testing of our Internet-based services, capital raising
activities and building our corporate infrastructure. We launched our
FREEAGENT.COM website in July 1999. We purchased the worldwide rights to some of
the intellectual property underlying the OPUSRM technology from USWeb
Corporation in September 1998 for common stock. We expect the general release of
OPUSRM to occur in the second quarter of 2000. We launched OPUS XCHANGE in
September 1999. We expect to release the enhanced version of OPUS XCHANGE, which
has been designed for use by large corporate customers, in the second quarter of
2000, and to integrate OPUSRM with the enhanced version of OPUS XCHANGE in the
second half of 2000. OPUSRM has been released to a limited number of selected
customers for implementation and final testing prior to full commercial
availability. We are currently in the final stages of internal testing of the
enhanced version of OPUS XCHANGE prior to our releasing it to a limited number
of customers for implementation and further testing.


    On May 27, 1999, we acquired all of the outstanding stock of Churchill in
exchange for approximately 946,474 shares of our common stock. Churchill's
employee benefit services, which had historically been provided offline to
approximately 190 contract technology professionals, have been integrated into
our FREEAGENT E.OFFICE services. The former owner of Churchill is potentially
entitled to an additional 405,631 shares of our common stock, which have been
placed in escrow, and, commencing on November 27, 2000, $850,000 of our common
stock based on the fair market value of our stock on May 27, 2000. The shares
held in escrow and the shares to be issued on November 27, 2000 vest ratably
over three years from the date of the agreement based on the continuous
employment of the seller and a key employee and are subject to downward
adjustment based on a targeted number of free agents purchasing our FREEAGENT
E.OFFICE services by May 27, 2000. As of December 31, 1999, we cannot determine
if the former owner of Churchill will be entitled to any of the shares held in
escrow or to be issued on November 27, 2000. After determination on

                                       41
<PAGE>
May 27, 2000 of the number of shares owed to the former owner of Churchill, we
will charge to compensation expense that portion of the shares held in escrow
and to be issued on November 27, 2000 that have been earned based on the fair
market value of our common stock on May 27, 2000. We will then amortize to
compensation expense the unvested portion of these shares over the remaining
vesting period. These compensation expense charges could be substantial and will
increase if our stock price increases.

    Our limited operating history makes an evaluation of our future prospects
very difficult. We will encounter risks and difficulties frequently encountered
by early-stage companies in new and rapidly evolving markets. These risks
include our need to:

    - increase usage of our services and derive revenue from these services;

    - enter into additional distribution, co-branding and other similar
      arrangements with organizations that provide complementary products or
      services or that will give us access to their user base, thereby
      broadening our access to potential free agents and employers in need of
      individual professional talent;

    - expand our marketing and sales efforts;

    - effectively respond to competitive developments;

    - integrate the business, products, services and technology of our recent
      and pending acquisitions and any future acquisitions; and

    - manage our anticipated growth.

We may not successfully address any of these risks. See "Risk Factors."

    We have incurred substantial losses since inception to develop our products
and brands and anticipate that these losses will continue into the future. Our
accumulated deficit at December 31, 1999 was $30.4 million. For financial
reporting purposes, our reportable operating segments are as follows:

    - Application and Procurement Services--which represents the business of
      OPUSRM and OPUS XCHANGE; and

    - FreeAgent Services--which represents the services and products we offer to
      free agents through FREEAGENT.COM.

    The table below presents information about our reportable segments:

<TABLE>
<CAPTION>
                                                             Application and
                                                               Procurement     FreeAgent
                                                                Services       Services     Total
                                                             ---------------   ---------   --------
                                                                         (in thousands)
<S>                                                          <C>               <C>         <C>
Year ended December 31, 1999:
  Revenues.................................................      $    --        $   419    $    419
  Gross profit.............................................           --            158         158
  Net loss before equity-based compensation charges........      (18,943)        (7,999)    (26,942)
  Total assets at period end...............................       37,864          2,852      40,716
Period from August 17, 1998 (inception) to December 31,
  1998:
  Revenues.................................................      $    --        $    --    $     --
  Gross profit.............................................           --             --          --
  Net income (loss)........................................       (1,035)            --      (1,035)
  Total assets at period end...............................        5,886             --       5,886
</TABLE>

    Over 95% of our revenues during our short operating history have been
derived from the fees paid by free agents who purchase our FREEAGENT E.OFFICE
services. The remaining portion of our revenues principally consisted of
FREEAGENT.COM advertising revenue. Free agents who purchase our FREEAGENT
E.OFFICE services are our contractual employees for federal income tax purposes
for whom we prepare IRS Form W-2s. We enter into contracts with organizations
for the projects to be performed by our FREEAGENT E.OFFICE employees,

                                       42
<PAGE>
process invoices on their behalf and, upon our receipt of amounts due from the
contracting organizations for the services rendered by our FREEAGENT E.OFFICE
employees, remit these amounts to them after deducting the initial and monthly
fees and payroll taxes and directing a portion of these amounts to their health
insurance and 401(k) plan, as instructed by the free agent.

Recent Acquisitions

PEOPLEMOVER, INC.

    On February 24, 2000, we acquired 100% of the outstanding capital stock of
PeopleMover, Inc. for an aggregate purchase price of $31.6 million payable in
common stock as described below. PeopleMover, which is headquartered in
Manhattan Beach, California, is a developer of Internet-based resource
management application services similar to our OPUSRM service, principally
focused on the needs of staffing firms. Its principal application service,
PEOPLEMOVER/STAFFING, enables professional staffing firms to recruit and assign
people to jobs based on skills and availability. PEOPLEMOVER/STAFFING manages
information regarding a staffing firm's resources and applicants, customer
accounts, including job and project openings, and sales activity.
PEOPLEMOVER/STAFFING supports many of the needs of large staffing firms,
including:

    - resume scanning and matching against openings;

    - tracking of skills and availability of contractors and applicants;

    - time and expense processing; and

    - integration with back office systems for billing, payroll and human
      resources.

    Our acquisition of PeopleMover expands our product line by providing a
service for the staffing industry. We believe that staffing firms are key
intermediaries in the labor market and, therefore, important participants for
our ability to put people and projects together. PEOPLEMOVER/STAFFING will also
be able to be integrated with our OPUS XCHANGE service. PeopleMover currently
provides its PEOPLEMOVER/STAFFING service to 11 staffing companies. For the year
ended December 31, 1999, PeopleMover had revenues of $1.3 million, a net loss
before preferred stock dividends of $8.3 million and a net loss after preferred
stock dividends of $8.8 million.


    Under the merger agreement, the former stockholders of PeopleMover received
on the closing of the acquisition 2,633,359 shares of our common stock. In
addition, we assumed options outstanding under the PeopleMover stock option plan
which, subject to vesting, were exercisable for 1,189,078 shares of our common
stock at a weighted average exercise price of $4.35 per share. At closing,
approximately 342,000 shares were placed into escrow and are subject to
forfeiture at their original valuation of $9.11 per share in order to satisfy
any breaches of representations, warranties, covenants and other indemnity
obligations of PeopleMover and some of its former stockholders. All of the
shares in escrow are also subject to a three-year vesting agreement that
requires the individuals receiving these shares to remain employed by us in
order to obtain them without restriction at the end of the vesting periods. We
made loans to PeopleMover in connection with the acquisition. The outstanding
indebtedness was recorded as a contribution to capital upon consummation of the
acquisition. As of December 31, 1999, the amount due from PeopleMover was
$575,000. See "Unaudited Pro Forma Combined Financial Statements."


ITHORITY CORPORATION

    On January 20, 2000, we acquired 100% of the outstanding capital stock of
Ithority Corporation for an aggregate purchase price of $8.0 million payable in
common stock and cash as described below. Ithority, which is headquartered in
San Francisco, California, provides an online marketplace where people in need
of expert advice are connected with providers of expert advice on subjects such
as technology, software development, strategic consulting, graphic design and
finance. Ithority receives a percentage of the fee received by the provider of
the expert knowledge. We plan to integrate this knowledge marketplace into our

                                       43
<PAGE>
FREEAGENT.COM service offering, which will expand our free agent marketplace to
anyone who chooses to buy or sell expert knowledge. The Ithority website was
launched in September 1999 and Ithority had nominal revenues and a net loss of
$0.1 million (unaudited) in 1999. As of January 31, 2000, Ithority had
approximately 900 registered users.

    Under the merger agreement, the former shareholders of Ithority received
243,474 shares of our common stock at the closing and $500,000 in cash, of which
$250,000 was paid at closing and $250,000 is payable upon the integration of the
Ithority website with FREEAGENT.COM. The former owners are also entitled to
receive 182,599 shares of our common stock, which were placed in escrow at
closing, on the first anniversary of the closing, and additional shares of
common stock valued at $4.0 million based on the fair market value of our common
stock on the first anniversary of the closing. The escrowed shares and 97% of
the additional shares are subject to forfeiture, at their original valuation of
$8.21 per share, in order to satisfy any breaches of representations,
warranties, covenants and other indemnity obligations of Ithority and its former
principal shareholders set forth in the merger agreement. 178,240 of the escrow
shares and 97% of the additional shares issuable to the former principals of
Ithority are also subject to a three-year vesting agreement that requires the
individuals receiving these shares to remain employed by us in order to obtain
them without restriction at the end of the vesting periods.

INDUSTRYINSITE.COM

    On January 12, 2000, we acquired from Brainstorm Interactive, Inc. all of
the assets and liabilities of INDUSTRYINSITE.COM, a website operated by
Brainstorm, for an aggregate purchase price of $1.0 million, of which $650,000
was paid in cash on the closing date and the remainder is represented by a
promissory note due upon the earlier to occur of 90 days after the closing date,
three business days after the consummation of this offering or upon our change
of control. See "Use of Proceeds." As of December 31, 1999, INDUSTRYINSITE.COM
had a network of approximately 63,000 professional users that work either
full-time or as free agents in various professional industries such as
management consulting, information technology, computer software and marketing.
By accessing the INDUSTRYINSITE.COM website, these professionals can create a
profile of their skills, academic background, work experience and interests to
market themselves to potential employers, communicate online with professionals
in similar industries, receive content, news and information on industry events,
create a personal e-mail, and search for job opportunities. By June 30, 2000, we
plan to integrate INDUSTRYINSITE.COM into our FREEAGENT.COM service offering and
convert the approximately 63,000 member profiles into E.PORTFOLIOS so that these
members will be able to be matched to projects through OPUS XCHANGE.

PRO FORMA REVENUE AND ACCUMULATED DEFICIT

    On a pro forma basis, as if we acquired Churchill and PeopleMover on
January 1, 1999, our revenues for the year ended December 31, 1999 would have
been $2.0 million and our net loss would have been $50.3 million. On a pro forma
basis as if the PeopleMover acquisition had been consummated as of December 31,
1999, our accumulated deficit would have been $30.4 million. Under the rules of
the SEC, we have not included in this prospectus pro forma information relating
to our acquisitions of Ithority and INDUSTRYINSITE.COM. See "Unaudited Pro Forma
Combined Financial Statements."

Classification and Recognition of Revenues

    We classify and recognize our revenues within our reportable segments as
follows:

FREEAGENT SERVICES REVENUE


    FREEAGENT E.OFFICE revenues consist of an initial sign-up fee of $199 and
monthly fees, ranging from approximately $120 to $275 depending on the level of
services package requested, paid by free agents who


                                       44
<PAGE>

purchase our FREEAGENT E.OFFICE services. We recognize the initial sign-up fee
over the period of the free agent's initial contract term. Free agents may elect
to terminate the receipt of FREEAGENT E.OFFICE services at any time and for any
reason; however, we have no obligation to return any fees previously paid by the
free agent. We do not recognize as revenues the gross billings we receive from
organizations that contract for the services of our FREEAGENT E.OFFICE
employees. See Note 1(d) of Notes to our Consolidated Financial Statements
included elsewhere in this prospectus.



    FREEAGENT business services revenues consists of commission-based or
fee-based e-commerce services for products provided through FREEAGENT.COM by our
business partners. Registered users of FREEAGENT.COM, whether or not purchasing
our FREEAGENT E.OFFICE services, may procure various business services and
products provided by these business partners. These services will consist of a
variety of support services, including training, health benefits, and products
designed to help free agents establish and manage their careers. We will be paid
and only recognize a commission or a fee, either on a fixed or variable basis,
based on the purchase price for each service used by, or product purchased by,
each registered free agent. Business service revenues that are transaction-based
will be recognized as revenues when the transaction is consummated, provided
that no significant obligations on our part exist, including refunds, and
collection of the resulting receivable is probable.



    FREEAGENT.COM advertising revenue, consists of advertising revenues sold on
a monthly or extended-term basis and fees from sponsorship arrangements which
allow advertisers to sponsor an area of FREEAGENT.COM. Banner advertising
revenues are recognized as revenue over the period in which the ads are
displayed, and sponsorship revenues will be recognized over the term of
sponsorship. These revenues are derived either through third party advertising
organizations which sell advertising space on FREEAGENT.COM, in which case we
will receive and recognize a negotiated percentage of the advertising fee
charged by the organization to the advertiser, or directly from the advertiser
who purchases the advertising space from us.


APPLICATION AND PROCUREMENT SERVICES REVENUE


    OPUS XCHANGE project listing revenues consist of fees that are paid by
organizations that list projects on OPUS XCHANGE. An organization may either pay
a fixed fee of $50 for each specific project listed or a quarterly fee of $500
for unlimited listings during that quarter. These fees will be recognized as
revenues over the applicable period for which the project is listed. Through
December 31, 1999, project listings were offered to organizations without
charge.



    OPUS XCHANGE project placement revenues consist of a negotiated fixed base
fee and/or a variable fee, generally ranging between 1% to 10% of the total
procurement dollar value. These fees to be paid by the contracting organization
will generally be recognized as revenue either when a person is engaged for a
project if the person is not a FREEAGENT E.OFFICE employee, or over the term of
the contract with the buyer if the person is our FREEAGENT E.OFFICE employee.
Through December 31, 1999, we did not charge organizations for project
placements.



    OPUSRM and OPUS XCHANGE integration revenues consist of fees based on our
standard billing rates paid for the integration, installation and customization
of OPUSRM and the enhanced version of OPUS XCHANGE and are recognized as the
specific services are performed.



    OPUSRM service revenues will consist of subscription fees paid by clients
for each managed employee resource, or "seat," within their internal OPUSRM
database, and will be recognized as revenues over the subscription term. These
fees will be negotiated with each organization and are expected to vary based on
the number of seats managed in the OPUSRM database. Unlike traditional software
pricing models, which employ one-time license fees and annual maintenance and
upgrade fees, our OPUSRM service is offered as a subscription-based service
where users are charged on a quarterly basis. We anticipate that during the
first several years of our sales efforts, we will offer OPUSRM at a discounted
price in order to increase our client base and the number of seats.


                                       45
<PAGE>

    As noted above, through December 31, 1999, over 95% of our revenues were
fees for our FREEAGENT E.OFFICE services. The remaining portion of our revenues
principally consisted of FREEAGENT.COM advertising revenue. In January 2000, we
began to recognize FREEAGENT business services and FREEAGENT.COM advertising
revenues and began to charge OPUS XCHANGE project listing fees. We expect to
charge for OPUS XCHANGE project placement fees beginning in the second quarter
of 2000 and to begin to recognize OPUSRM and enhanced OPUS XCHANGE integration
and service revenues in the second quarter of 2000. Over time, we expect that
the revenues derived from our application and procurement services segment will
comprise an increasing percentage of our total revenues.


Classification of Cost of Revenues and Operating Expenses

    We classify our cost of revenues and operating expenses within our operating
segments as follows:


    COST OF REVENUES.  Cost of revenues included in our FREEAGENT services
segment include salaries paid to staff that help administer our FREEAGENT
E.OFFICE services and other costs associated with operating FREEAGENT.COM,
including certain technical personnel, equipment leasing costs,
telecommunications charges and depreciation. We expect cost of revenues for our
FREEAGENT services to increase as a percentage of revenues in the near term as
we continue to build staff and technology resources capable of sustaining our
anticipated growth. Since we only recognize as revenue the monthly fees charged
to our FREEAGENT E.OFFICE employees and not the gross billings we receive from
organizations that contract for the services of these employees, we also do not
record as an expense in our statement of operations the amounts we pay to these
employees out of these gross billings. These amounts principally include the
FREEAGENT E.OFFICE employees' salaries, related taxes and benefits and expense
reimbursements.


    Cost of revenues associated with operating our Application and Procurement
Services includes the costs of providing integration services to OPUSRM and
enhanced OPUS XCHANGE customers as well as other costs associated with operating
OPUS XCHANGE and OPUSRM, including certain technical personnel, equipment
leasing costs, telecommunications charges and depreciation.

    We expect the cost of revenues to increase in subsequent quarters as we
continue to add staff and infrastructure to support the growth of our integrated
services.

    SALES AND MARKETING EXPENSES.  Sales and marketing expense consists
primarily of agency fees, production fees, marketing and advertising for OPUS
XCHANGE and OPUSRM, salaries and benefits paid to our sales and marketing staff,
sales commissions, public relations expenses, trade shows and conferences, and
consulting fees. Changes in the timing and magnitude of marketing initiatives
for OPUS XCHANGE and OPUSRM will continue to cause fluctuations in sales and
marketing expense as a percentage of revenues. We intend to aggressively market
our services to increase our brand awareness. Consequently, we expect to
increase our sales and marketing expenses in future periods as we increase our
advertising efforts and add staff to our sales and marketing departments. Sales
and marketing expense will increase in future periods as we continue to grow our
business and as a result of our recent acquisitions. For example, we currently
estimate that we will use approximately $15 to $20 million of the net proceeds
of this offering for sales and marketing. See "Use of Proceeds."


    PRODUCT DEVELOPMENT EXPENSES.  Product development expense consists
primarily of costs associated with the compensation of internal and external
personnel used to develop OPUS XCHANGE and OPUSRM, and the continuing efforts of
our development staff to enhance the content, features and functionality of
FREEAGENT.COM, OPUS XCHANGE and OPUSRM. Also included in product development
expense are a portion of the costs associated with the development and
maintenance of our websites. We expect these costs to increase in 2000 as we add
staff and consultants to our development team. Product development expense are
expected to increase in future periods as we continue to develop our products
and services and as a result of our acquisition of PeopleMover. For example, we
currently estimate that we will use approximately $15 to


                                       46
<PAGE>

$20 million of the net proceeds of this offering for product and technology
development. See "Use of Proceeds."


    GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expense
consists primarily of lease expenses for our office facilities, compensation and
benefits for administrative and executive staff, general office expenses, fees
for professional services, recruiting and relocation expenses. We expect these
costs to increase in future quarters as we continue to add administrative
personnel and implement our strategy of attracting and retaining high-quality
professionals. Another significant component of general and administrative costs
has been the cost of leasing additional space to support our growth. We expect
general and administrative expenses to increase in future periods to support our
expanded operations and the added expenses of being a public company. General
and administrative expense will increase in future periods as we continue to
grow our business and as a result of our recent acquisitions.

Results of Operations

    We have a short operating history and have incurred substantial losses since
our inception. From the date of our inception in August 1998 through
December 31, 1998, we incurred net losses of approximately $1.0 million. For the
year ended December 31, 1999, we incurred net losses of approximately
$29.4 million. As of December 31, 1999, we had an accumulated deficit of
approximately $30.4 million. Our net losses and resulting accumulated deficit
are primarily due to the costs we incurred to develop our products and services
and to expand our sales and marketing programs.

    We intend to devote significant resources to advertising and brand-marketing
programs designed to attract free agents to FREEAGENT.COM and promote our OPUS
XCHANGE, OPUSRM and PEOPLEMOVER/STAFFING services. We anticipate increasing
advertising spending in the future. This will result in sales and marketing
expenses increasing as a percentage of total revenues. We also expect to
increase our internal staff, particularly in the areas of sales and marketing
and product development.

    As a result of our expansion plans and our expectation that operating
expenses will increase significantly in the next several years, especially in
the areas of sales and marketing and brand promotion, we expect to incur
additional losses from operations for the foreseeable future. To the extent
these increases in our operating expenses precede and are not followed by
commensurate increases in revenues, or if we are unable to adjust operating
expense levels accordingly, our operating losses may exceed our expectations for
those periods. We cannot be sure that we will ever achieve or sustain
profitability.

    The following table presents our quarterly operating results for the four
quarters ended December 31, 1999.

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                    -----------------------------------------------------------------------
                                    March 31, 1999   June 30, 1999   September 30, 1999   December 31, 1999
                                    --------------   -------------   ------------------   -----------------
                                                                (in thousands)
<S>                                 <C>              <C>             <C>                  <C>
Revenues..........................     $    --          $    64          $       177           $    178
Cost of revenues..................          --                9                  139                113
                                       -------          -------          -----------           --------
                                                             55                   38                 65
Operating expenses excluding
  deferred compensation...........       1,976            3,721                6,494             15,654
                                       -------          -------          -----------           --------
Net loss from operations before
  deferred compensation...........     $(1,976)         $(3,666)         $    (6,456)          $(15,589)
</TABLE>

                                       47
<PAGE>
Year Ended December 31, 1999 Compared to Period from August 17, 1998 (Inception)
to December 31, 1998

    REVENUES

    For the year ended December 31, 1999, our revenues were $0.4 million,
substantially all of which consisted of the initial sign-up fees and monthly
fees paid by our FREEAGENT E.OFFICE employees. We had no revenues for the period
August 17, 1998 (inception) to December 31, 1998. At January 31, 2000, we had
over 64,000 registered users of FREEAGENT.COM, of whom 286 were FREEAGENT
E.OFFICE employees, approximately 190 of whom joined us through our May 1999
acquisition of Churchill.

    COST OF REVENUES

    Cost of revenues for the year ended December 31, 1999 were $0.3 million and
were $0 for the period from August 17, 1998 (inception) to December 31, 1998.

    OPERATING EXPENSES


    SALES AND MARKETING.  Sales and marketing expenses of $11.1 million for the
year ended December 31, 1999 consisted primarily of marketing and advertising
expenses for FREEAGENT.COM, salaries and benefits paid to our sales and
marketing staff and consulting fees. Sales and marketing expense excludes
approximately $0.2 million reported as amortization of equity-based
compensation. During this period, we added sales and marketing staff and
commenced an advertising campaign to coincide with the launch of FREEAGENT.COM
in an effort to increase our brand awareness and develop business relations.
Sales and marketing expense in 1999 included non-cash charges of $0.2 million
related to the fair market value of warrants issued as partial consideration for
advertising services provided by Kirshenbaum Bond & Partners. See Note 10 of
Notes to our Consolidated Financial Statements included elsewhere in this
prospectus. A portion of the advertising services will continue to be paid on a
quarterly basis by the issuance of additional warrants having an exercise price
of $0.01 per share through the consummation of this offering. The next quarterly
payment will be made at the end of February 2000. As a result, we expect to
incur additional non-cash charges in the first quarter of 2000. The amount of
these non-cash charges in 2000 through the consummation of this offering is
currently not determinable since it will be based on the fair market value of
our common stock on the date of issuance of the warrants determined under the
Black-Scholes pricing model, some variables of which will not be known until the
date of grant. For the period from our date of inception in August 1998 to
December 31, 1998, sales and marketing expenses were $0.1 million.



    PRODUCT DEVELOPMENT.  Product development expenses of $9.0 million for the
year ended December 31, 1999 consisted primarily of salaries and consulting fees
paid to our development engineers. Product development expense excludes
approximately $0.8 million reported as amortization of equity-based
compensation. Product development during this period related to the development
of FREEAGENT.COM and the development of our OPUS XCHANGE and OPUSRM services.
Product and development expense in 1999 included non-cash charges of
approximately $24,000 related to the amortization of the fair market value of
warrants and stock issued as consideration for product and development services
provided by Sapient Corporation and J.P. Morgan & Co. Incorporated,
respectively. See Note 10 of Notes to our Consolidated Financial Statements
included elsewhere in this prospectus. Product development expenses of
$0.6 million for the period from the date of our inception in August 1998 to
December 31, 1998 related to our initial OPUSRM development.



    GENERAL AND ADMINISTRATIVE.  General and administrative expenses of
$7.1 million for the year ended December 31, 1999 consisted primarily of
salaries and benefits, general office expenses, rent and utilities, recruiting
fees and professional fees. General and administrative expense excludes
approximately $1.4 million reported as amortization of equity-based
compensation. General and administrative expense in 1999 included non-cash
charges of $0.4 million related to the amortization of the fair market value of
warrants to purchase 450,000 shares of our common stock issued as consideration
for financial and advisory services provided by Greenhill & Co., LLC, one of our
stockholders. In accordance with our financial advisory agreement with
Greenhill, warrants to purchase an additional 450,000 shares of our common stock
were issued to Greenhill in January 2000 upon consummation of the Ithority and
INDUSTRYINSITE.COM acquisitions. As a result, we


                                       48
<PAGE>

recorded the remaining $0.2 million of amortization associated with the first
warrants and we recorded a prepaid expense of approximately $0.8 million
associated with the second warrants which will be amortized over one year.
Accordingly, we will reflect additional non-cash charges of approximately
$0.2 million per quarter in 2000 as a result of this issuance. See Note 10 of
Notes to our Consolidated Financial Statements included elsewhere in this
prospectus. General and administrative expenses for the period August 17, 1998
(inception) to December 31, 1998 were $0.4 million.


    DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense of
$0.6 million for the year ended December 31, 1999 consisted primarily of
amortization of goodwill associated with the Churchill acquisition and
depreciation of equipment. Depreciation and amortization expense was negligible
in the 1998 period. Depreciation and amortization expense will increase
substantially in future periods, primarily reflecting amortization of goodwill
and intangible assets associated with our acquisitions of PeopleMover, Ithority
and INDUSTRYINSITE.COM, and depreciation of assets acquired in these
acquisitions. As a result of the PeopleMover acquisition, depreciation and
amortization expense will increase approximately $10.5 million for each of the
next three years. See "Unaudited Pro Forma Combined Financial Statements."


    AMORTIZATION OF EQUITY-BASED COMPENSATION.  The amortization of equity-based
compensation for the year ended December 31, 1999 was $2.4 million and consisted
principally of deferred compensation expense for options to purchase common
stock granted to employees, directors and non-employees having exercise prices
below the fair market value of our common stock at the date of grant. Of this
amount, $0.8 million was amortization of deferred compensation expense
associated with option grants to employees, officers and directors and included
amounts related to the acceleration of certain options granted to directors. In
addition, we recognized $0.2 million of compensation expense upon the purchase
of shares of our common stock by our Chairman and Chief Executive Officer from a
former employee at the employee's original purchase price in accordance with a
repurchase agreement. See Note 10 of Notes to our Consolidated Financial
Statements included elsewhere in this prospectus. In the first quarter of 2000,
we issued options to purchase 2,189,425 shares of common stock at exercise
prices below the fair market of our common stock at the date of grant to
directors, officers and employees, principally to our new President and Chief
Operating Officer. After giving effect to the issuance of these additional
options, we have recorded total deferred compensation of $13,083,000, which we
expect to recognize as compensation expense in future periods as follows:



<TABLE>
<CAPTION>
                                                                 Deferred
                         Period                            Compensation Expense
- ---------------------------------------------------------  --------------------
<S>                                                        <C>
Year ending December 31, 2000............................       $5,487,000
Year ending December 31, 2001............................        3,260,000
Year ending December 31, 2002............................        3,260,000
Year ending December 31, 2003............................        1,076,000
</TABLE>


    In connection with the grant of 322,000 stock options in 1999 to
non-employees, we recorded deferred compensation expense of approximately
$1.9 million for the year ended December 31, 1999. In December 1999, we fully
vested 245,000 of the options granted to non-employees which would have
otherwise vested over a three-year period. Accordingly, we revalued and
immediately expensed the fair market value of these options and amortized to
compensation expense any previously unamortized deferred compensation related to
these options. The amount recognized as expense during the year ended
December 31, 1999 relating to non-employee options, including in respect of the
accelerated options, was $1.4 million. In February 2000, we issued to
non-employees options to purchase an additional 32,250 shares of our common
stock, also subject to a three-year vesting period. We will amortize deferred
compensation for those options issued to non-employees and will record
compensation expense for the fair market value of the options at each interim
vesting date over which the options vest. We cannot presently determine the
amount of future compensation expense we may record related to the 109,250
non-vested options issued to non-employees as these amounts are subject to
adjustment based on the fair market value of the underlying options at each
vesting date. The compensation expense charges could be substantial and will
increase if our stock price increases.

                                       49
<PAGE>
    As a result of the acquisition of Ithority, we recorded approximately
$5.3 million of deferred compensation expense in the first quarter of 2000
related to the shares placed in escrow and additional shares issuable to the
former owners of Ithority which are subject to the three-year vesting
arrangement. See "--Recent Acquisitions." We will amortize this amount over the
vesting period. Accordingly, we will reflect additional non-cash charges related
to these shares of approximately $0.4 million per quarter.

    As a result of the PeopleMover acquisition, we recorded approximately
$3.1 million of deferred compensation expense in the first quarter of 2000
related to a portion of the shares to be placed in escrow which will be subject
to the three-year vesting arrangement. See "--Recent Acquisitions." We will
amortize this amount over the vesting period. Accordingly, we expect to reflect
additional non-cash charges related to these shares of approximately
$0.3 million per quarter.


    As a result of the foregoing, we expect to have deferred compensation
expenses of approximately $8.3 million in 2000, $6.1 million in each of 2001 and
2002 and $1.1 million in 2003. These amounts do not reflect compensation expense
which will be recorded in connection with the vesting of the remaining 109,250
options issued to non-employees as described above.


    OTHER INCOME.  Interest income, net of $0.7 million for the year ended
December 31, 1999 consisted primarily of interest income from short-term
investments. Interest income, net was negligible in the 1998 period. We have
invested our cash primarily in U.S. government agency securities.

    INCOME TAX EXPENSE.  We have not recorded a provision for income tax expense
as we have incurred substantial losses in every fiscal period since our
inception. At December 31, 1999, we had a net operating loss carryforward of
$26.7 million which gives rise to substantially all of our $11.7 million gross
deferred tax asset. We have recorded a valuation allowance in the amount of
$11.7 million to fully eliminate the deferred tax asset as management believes
sufficient uncertainty exists regarding the realization of the deferred tax
asset. We have not yet analyzed, under certain complex tax rules, whether there
will be limitations placed on the use of our net operating loss carryforward to
offset future income, if any. Such limitations may occur as a result of this
offering.

Liquidity and Capital Resources

    We have funded our operations primarily with the sale of our equity
securities, through which we have raised net proceeds of approximately
$53.4 million through December 31, 1999. Between December 1998 and April 1999,
we raised in a private placement approximately $11 million from the sale of
8,284,000 shares of our Series A preferred stock. We also issued 852,000
warrants to purchase common stock in connection with the issuance of the
Series A preferred stock. During September and October 1999, in another private
placement, we raised $40 million from the sale of 8,676,727 shares of our
Series B preferred stock. We have obtained a $1 million line of credit from
Silicon Valley Bank, of which $650,000 is used to guarantee a letter of credit
for collateral against our leasehold interest obligation. In August 1999, we
entered into an additional $1,500,000 equipment facility with Silicon Valley
Bank. In connection with these credit arrangements, we issued warrants to
purchase an aggregate of 46,500 shares of our common stock. The facilities
contain various non-financial covenants, and the maintenance of $2.0 million of
tangible net worth covenant. At December 31, 1999, we were in compliance with
all of these covenants. Amounts borrowed under the facilities are secured by our
current assets. At December 31, 1999, our cash and short-term investments
totaled $28.5 million.

    Cash used in operating activities for the year ended December 31, 1999
totaled $20.8 million, primarily due to our net loss of $29.4 million, adjusted
for various non-cash charges including non-cash compensation and depreciation
and amortization, and changes in operating assets and liabilities, including
changes in our accounts receivable, accounts payable and accrued expenses. Cash
used in operating activities totaled $0.3 million for the period from our date
of inception in August 1998 to December 31, 1998. Because we will continue to
need substantial amounts of working capital to fund the growth of our business,
we expect to experience significant negative operating cash flows for the
foreseeable future.

                                       50
<PAGE>

    Cash used in investment activities for the year ended December 31, 1999
totaled $30.7 million. We used $27.1 million derived from our financing
activities to acquire short-term investments. Cash used in investing activities
for the period from our inception in August 1998 to December 31, 1998 was less
than $0.1 million. We moved into our new principal offices during the first
quarter of 2000 and expect to spend approximately $3.5 million in capital
expenditures as part of the design and development of these new facilities. In
addition, we also expect to have additional capital expenditures of
approximately $3 to $7 million during 2000.


    Net cash provided by financing activities for the year ended December 31,
1999 was $47.0 million. The cash from financing activities resulted primarily
from the sale of our Series B preferred stock and additional shares of our
Series A preferred stock. Cash flow provided by financing activities for the
period from our inception in August 1998 to December 31, 1998 totaled
$6.2 million and consisted of proceeds from the initial sale of our Series A
preferred stock and sales of our common stock. Each share of the Series A
preferred stock and Series B preferred stock will automatically convert into 1.5
shares of common stock upon consummation of this offering.

    In December 1999 and January 2000, we entered into separate agreements with
Alta Vista (through Worldlife Solutions, Inc.), CareerPath.com and Vault.com,
pursuant to which the parties have agreed to promote each party's respective
content, products and services and jointly develop either a co-branded website
or feature each party's services within their respective web sites. We have
agreed to spend in the aggregate a minimum of approximately $0.1 million in
development costs as well as approximately $5.0 million in advertising to market
the new sites. In addition, the terms of some of these agreements require us to
share a portion in varying amounts of the revenues generated on the site,
including advertising and e-commerce revenues, with these parties. The terms of
these agreements vary from one to five years. We have also entered into an
agreement with PricewaterhouseCoopers pursuant to which we have agreed to
purchase development and implementation services through September 2000. The
aggregate annual commitment under these agreements does not exceed $4.0 million
in 2000 or $1.5 million thereafter.

    We currently anticipate that the net proceeds from this offering, together
with our current cash and marketable securities and available borrowings under
our bank facilities, will be sufficient to meet our anticipated cash needs for
working capital and capital expenditures for at least the next 12 months. If we
are unable to complete this offering and the concurrent placement or if the net
proceeds from this offering and the concurrent placement are significantly less
than we anticipate, we may not be able to expand our operations in the manner
that we currently plan. In the future, we may need to raise additional funds
through public or private financings, or other arrangements to fund our
operations and potential acquisitions, if any. We currently have no plans to
effect any other offerings. We cannot assure you that any financings or other
arrangements will be available in amounts or on terms acceptable to us or at all
and any new financings or other arrangements could place operating or other
restrictions on us. Our inability to raise capital when needed could seriously
harm the growth of our business and results of operations. If additional funds
are raised through the issuance of equity securities, the percentage ownership
of our stockholders would be reduced. Furthermore, these equity securities could
have rights, preferences or privileges senior to our common stock.

Qualitative and Quantitative Disclosure About Market Risk

    As of December 31, 1999, we had $27.1 million in short term investments,
which were held primarily in the form of short term, investment grade U.S.
government securities. As a result, our interest income is sensitive to changes
in the general level of U.S. interest rates. However, due to the short-term
nature of our investments and the fact that we generally hold these instruments
until their maturity dates, we believe that we are not subject to any material
risks as a result of this exposure.

Year 2000 Compliance

    Many currently installed computer systems and software products are coded to
accept or recognize only two-digit entries in the date code field. However,
these systems and software products now need to accept

                                       51
<PAGE>
four-digit entries to distinguish 21st century dates from 20th century dates.
While computer systems and software used by many companies and governmental
agencies have been upgraded to comply with these year 2000 requirements,
existing systems and software at some companies may still need to be upgraded to
comply with these year 2000 requirements or risk system failure or
miscalculations which could cause disruptions of normal business activities.

    We designed all of our products to be year 2000 compliant when configured
and used in accordance with the related documentation, provided that the
underlying operating system of the host machine and any other software used with
or in the host machine or our products are year 2000 compliant. We have defined
year 2000 compliant as the ability to:

    - correctly handle date information needed for the December 31, 1999 to
      January 1, 2000 date change;

    - function according to the product documentation provided for this date
      change, without changes in operation resulting from the advent of a new
      century;

    - respond to two-digit date input in a way that resolves the ambiguity as to
      century in a disclosed, defined and predetermined manner;

    - store and provide output of date information in ways that are unambiguous
      as to century if the date elements in interfaces and data storage specify
      the century; and

    - recognize year 2000 as a leap year.

    We have been informed by our material software component vendors and our
Internet service providers that the products and services we use are year 2000
compliant. We purchased or developed our systems within the past two years, and
believe that we do not have legacy systems that have been historically
identified to have year 2000 issues. We have applied vendor patches for relevant
software to bring them into compliance with vendor-defined year 2000 standards.
We are not currently aware of any remaining material operational issues or costs
associated with preparing our internal information technology for the year 2000.
However, we may experience material unanticipated problems and costs caused by
undetected errors or defects in the technology used in our internal information
technology and non-information technology systems.

    Despite testing by us and current and potential customers, and assurances
from developers of products incorporated into our products, our products may
contain undetected errors or defects associated with year 2000 date functions.
Known or unknown errors or defects in our products could result in delay or loss
of revenues, diversion of development resources, damage to our reputation,
increased service and warranty costs, or liability to our customers. Moreover,
the failure to adequately address year 2000 compliance issues in our technology
and our information technology and non-information technology systems could
result in claims of mismanagement, misrepresentation or breach of contract and
related litigation, which could be costly and time-consuming to defend.

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

    We do not currently have any information concerning the year 2000 compliance
status of our customers. Our current or future customers may incur significant
expenses to achieve year 2000 compliance. If our customers are not year 2000
compliant, they may experience material costs to remedy problems, or they may
face litigation costs. In either case year 2000 issues could reduce or eliminate
the budgets that current or potential customers could have for or delay
purchases of our products and services. There is a risk that orders for our
products will be reduced or delayed as information technology departments within
companies reallocate their capital expenditures to resolve year 2000 problems.
In addition, year 2000 compliance issues also could cause a significant number
of companies, including our current customers, to reevaluate their current
system needs and, as a result, consider switching to other systems and
suppliers. In addition, these customers may not be able to utilize the systems
necessary to access our products and services.

    In addition, governmental agencies, utility companies, Internet service
providers, third-party service providers and others outside our control may not
be year 2000 compliant. The failure by such entities to be

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year 2000 compliant could result in a systemic failure beyond our control, such
as a prolonged Internet, telecommunications or electrical failure, which could
also prevent us from delivering our products and services to our customers,
decrease the use of the Internet or prevent users from accessing the websites of
companies with whom we have entered into business alliances.

    Based on our assessment completed to date, we believe that the reasonably
likely worst case scenario with respect to year 2000 issues could be:

    - portions of FREEAGENT.COM may be down while programmers fix our systems or
      the systems of Internet service providers or other third parties;

    - temporary data loss could occur while back-up copies of data are retrieved
      from tape;

    - lengthy outages could occur while programmers work to repair or restore
      corrupted or missing database files;

    - our internal corporate, billing and accounting system may be down while
      programmers fix our system;

    - the inability of our customers to use our products and services;

    - claims from our customers asserting liability, including liability for
      breach of warranties related to the failure of our products and services
      to function properly, and any resulting settlements or judgments; and

    - our inability to manage our own business.

    Although these events could have an adverse effect on our business in the
short term, we do not believe that year 2000 issues will materially and
adversely affect our business, results of operations or financial condition over
the long term. As of the date of this prospectus, we have not experienced any
year 2000 problems and are not aware of any material year 2000 problems
experienced by our customers or potential customers.

    We have also prepared a contingency plan, which includes the availability of
year 2000 compliant software on our servers and the availability of trained
information services support staff to respond to unforeseen desktop failures. We
have redundant servers for a variety of our operating systems to minimize
potential outages of server operations. Regular backups will be supplemented and
relocated offsite to ensure our ability to reconstruct any failed systems
quickly. Secondary servers throughout our operations will maintain our
connections to the Internet.

Recent Accounting Pronouncements

    In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 98-1 (SOP 98-1), "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use." We have adopted
SOP 98-1 which requires that entities capitalize certain costs related to
internal use software once certain criteria have been met. We are required to
implement SOP 98-1 for the year ending December 31, 1999. Adoption of SOP 98-1
did not have a material effect on our financial condition or results of
operations.

    In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Cost of
Start-Up Activities". SOP 98-5 requires that all start-up costs related to new
operations must be expensed as incurred. In addition, all start-up costs that
were capitalized in the past must be written off when SOP 98-5 is adopted. We
implemented SOP 98-5 on January 1, 1999.

    In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, or SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments, including derivative instruments
embedded in other contracts, and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning June 15, 2000. The
statement is not expected to affect us because we currently do not engage or
plan to engage in derivative instruments or hedging activities.

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                                    BUSINESS

Overview

    Opus360 provides Internet-based services for putting people and projects
together across the labor supply chain. Our business-to-business service uses
advanced technologies to enable corporations, professional services firms,
staffing companies and other organizations to identify and procure professionals
with technology, creative, strategic consulting and other expertise required for
their projects. Our strategy is to build the largest community of free agents by
providing them with access to multiple project opportunities and to create a
marketplace that will attract large buyers of professional resources to fulfill
their project needs. We believe organizations will use our labor resource
management services in order to more efficiently manage their highly skilled
internal and external professional resources.

    Our three services, each of which is offered and can be used as a
stand-alone application and is designed to be integrated and used with each
other, consists of:

    - SERVING THE FREE AGENT COMMUNITY. FREEAGENT.COM is a website where free
      agents can efficiently and cost-effectively manage their independent
      careers by accessing multiple project opportunities, our FREEAGENT
      E.OFFICE and E.PORTFOLIO services and a marketplace of corporate products.

    - MATCHING BUYERS WITH PROFESSIONALS FOR PROJECTS. OPUS XCHANGE is an
      Internet service designed to enable buyers requiring individuals with
      specific professional skills to quickly and easily procure those
      professionals through matching technologies in an online environment. Our
      enhanced version of OPUS XCHANGE for large corporate customers is designed
      to enable corporations, professional services firms, staffing companies
      and other organizations to easily and rapidly procure professionals from
      all sources across the labor supply chain using more advanced matching
      technologies and by automating the requisition, approval and engagement
      processes.

    - MANAGING LABOR RESOURCES. OPUSRM is a labor resource management service
      designed to centralize resource and project information and enable
      organizations to more efficiently manage their professional resources.

    We introduced FREEAGENT.COM on July 4, 1999 and OPUS XCHANGE on
September 6, 1999. During the first half of 2000, we expect to commercially
release OPUSRM and our enhanced version of OPUS XCHANGE.

Industry Background

GROWTH OF THE INTERNET AND BUSINESS-TO-BUSINESS E-COMMERCE

    The Internet has grown rapidly in recent years. International Data
Corporation estimates that at the end of 1998 the Internet had over 142 million
users worldwide, of which approximately 63 million were in the U.S., and that by
2003 the number of users worldwide will grow to approximately 502 million, of
which approximately 177 million will be in the U.S. The widespread adoption of
the Internet as a communications solution has created a foundation for
business-to-business e-commerce that will enable organizations to streamline
complex processes, lower costs and improve productivity. According to Forrester
Research, business-to-business e-commerce is expected to grow from an estimated
$43 billion in 1998 to $1.3 trillion in 2003. Organizations are increasingly
using Internet technologies to improve traditional operations such as customer
service, supply chain management, employee recruiting and training, and
communications.

RAPIDLY INCREASING DEMAND FOR QUALIFIED PROFESSIONALS

    Faced with an increasingly competitive environment, organizations are
refocusing on their core competencies and recognizing their increasing need to
use external resources. The rapid growth of e-commerce has fueled the demand for
professionals with skills including strategic consulting, creative design and
systems engineering. In response, many organizations externally source, on a
project-by-project basis, different aspects of the development, design and
maintenance of their e-commerce strategies and applications to qualified
independent professionals, professional services firms and staffing companies to
capitalize on their accumulated strategic, creative and technical expertise.
International Data Corporation estimates that U.S. corporate spending on
outsourcing services will grow from $51 billion in 1998 to $81 billion in 2003.

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According to the Gartner Group, by 2004, 60% of enterprises will use externally
sourced workers to fulfill more than 50% of their information technology-related
activities.

ORGANIZATIONS REQUIRE EFFICIENT RESOURCE MANAGEMENT ACROSS THE LABOR SUPPLY
  CHAIN

    Faced with shorter deadlines, increased demand for services and rapid
technological change within their complex enterprises, organizations must
attract, recruit, retain and effectively use and manage their resources across
the labor supply chain, including internal employees, workers supplied by
professional services firms or staffing companies and free agents. Historically,
organizations typically employed decentralized systems, or combined manually
implemented, ad hoc procedures, to gather data and manage projects and procure,
allocate and deploy skilled labor resources. These systems generally have had
only limited ability to report real time project-related information or capture
data for post-project performance analysis. Managing professionals across the
labor supply chain on multiple projects has been, and continues to be, a
resource intensive, paper based, and error prone process, resulting in increased
costs, inefficient utilization and decreased profits.

INEFFICIENT MARKETPLACE FOR PROCURING PROFESSIONALS

    As organizations and individuals increasingly embrace more flexible work
arrangements made possible by advances in technology and telecommunications, a
community of independent professionals that desire to work outside of the
corporate environment has emerged. The primary obstacle impeding an
organization's ability to easily and rapidly reach professionals has been the
lack of an efficient solution to connect them with professionals from numerous
professional services firms, staffing companies and other organizations and free
agents. Because of the Internet's ability to centralize information and
disseminate it widely, a growing number of organizations are using it as a
solution for improving their labor procurement processes. According to
Forrester, of the six million businesses in the U.S., only 15,000 currently
procure labor online, with this number forecasted to rise to 124,000 by 2003. We
believe a more efficient marketplace for connecting organizations with
professionals will lead to an increase in the number of organizations that
procure external labor online.

LARGE MARKET OF UNDERSERVED FREE AGENTS

    While free agents enjoy the freedom of selecting the organizations they work
for, they typically lack a community in which to interact and share knowledge.
In addition, many free agents do not readily have access to benefits, services
and products comparable to those available in a traditional corporate setting.
Free agents require:

    - COMMUNITY, CONTENT, INFORMATION SHARING AND NETWORKING. Free agents
      require in-depth and up-to-date content and information, such as reference
      and training materials, business and legal forms and other industry data,
      to improve their skills and maintain their businesses. Members of the free
      agent community who are unaffiliated with organizations also require a
      forum to share information, discuss common issues and form project teams.

    - CORPORATE-LEVEL BENEFITS AND BACK-OFFICE SERVICES. The ability of free
      agents to participate in group-oriented benefits and achieve volume
      discounts on corporate products and services is limited by their
      unaffiliated status and lack of access to readily available information.
      Free agents also lack convenient, fully automated back-office
      administrative services to allow them to focus their time and energy on
      projects.

Our Services

    We provide Internet-based services for putting people and projects together
across the labor supply chain. Our business-to-business e-commerce service is
designed to streamline the procurement and management of professional resources
and to enable corporations, professional services firms, staffing companies and
other buyers requiring individuals with specific professional skills to identify
and procure these professionals to

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fulfill project needs and to enable free agents to search for and secure project
assignments. Our services consist of the following:

SERVING THE FREE AGENT COMMUNITY

    FREEAGENT.COM is a website where free agents can access multiple project
opportunities from corporations, professional services firms and staffing
companies and more effectively market themselves using E.PORTFOLIOS, which are
standardized, machine-readable and in an easily searchable format. An
E.PORTFOLIO, in addition to containing traditional resume information such as
their skills, experiences, references and other professional information, allows
free agents to, among other things, upload their photographs, audio/video clips,
graphic design snapshots, and PowerPoint files. In contrast to the typically
static paper-based resume, an E.PORTFOLIO is a multimedia, online service that
is easily updatable to reflect a real-time snapshot of a free agent's
availability, work experiences and preferences and current project pipeline.
Through FREEAGENT.COM, free agents can interact with each other, receive
industry-related content and research project offerings. Free agents can also
subscribe for corporate-style benefits and administrative services to assist
them in managing their careers.

    As of February 29, 2000, we had over 76,800 registered free agents, over
26,300 E.PORTFOLIOS and over 4,000 active projects posted on FREEAGENT.COM.

MATCHING BUYERS WITH PROFESSIONALS FOR PROJECTS


    OPUS XCHANGE is an Internet-based, business-to-business service that is
designed to enable organizations to post projects through FREEAGENT.COM and
procure free agents that match the specific skills, qualifications and
preferences required by these organizations. Our enhanced version of OPUS
XCHANGE, which is designed for use by large clients such as corporations,
professional services firms and staffing companies, enable these organizations
to perform, sophisticated and customized searches to identify and procure
professionals from any source in the labor supply chain. It will also facilitate
the transactions among them by automating the requisition, approval and
engagement processes. We believe our enhanced version of OPUS XCHANGE will
assist organizations by capturing data each time the service is used on the
time, efficiency, cost-competitiveness and quality of professionals and
suppliers of professionals. We have established these performance metrics and
refer to them collectively as TCQ(2) or Time, Cost, Quality and Quantity, an
internally developed performance tracking system that evaluates the service of
vendors and free agents. There are numerous metrics traced in each TCQ(2)
category. For example, under the category Time, we will track the time in number
of days elapsed from the moment a staffing vendor receives a requisition to the
time that the staffing firm responds back to the client with qualified
candidates. There will be similar metrics tracked by the OPUS XCHANGE service in
the other TCQ(2) categories. We also believe that access to this performance
data will eventually help these large clients in evaluating the performance of
their suppliers of professionals as well as better understanding of the
prevailing billing rates and skills of such project-based professionals. We
expect to commercially release our enhanced version of OPUS XCHANGE during the
second quarter of 2000.


MANAGING LABOR RESOURCES


    OPUSRM is a labor resource management service that is designed to centralize
resource and project information, permitting organizations to manage their
professional resources more efficiently in a project-driven environment. OPUSRM
is designed to realize efficiencies in all project phases, including budgeting,
forecasting, resource allocation, information capture, real-time project
accounting, knowledge sharing and post-transaction analysis. OPUSRM allows
organizations to build a central database of information on all current and
future projects, and all information on the professionals within the
organizations, including their background, skills sets and availability. By
having a central database of project needs as well as the skills and
availability of the workforce, staffing managers within the organization will be
able to quickly and efficiently identify, match and assign professionals to the
appropriate projects. OPUSRM can either be run as an e-service through strategic
hosting partners or be installed and integrated with an organization's legacy
systems. OPUSRM is designed to easily and rapidly integrate with OPUS XCHANGE
and our FREEAGENT.COM community, enabling organizations to procure, manage and
track the project performance of external resources in the


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same manner as full-time employees. We expect to launch OPUSRM in the second
quarter of 2000 and integrate OPUSRM with the enhanced version of OPUS XCHANGE
in the second half of 2000.


Our Strategy

    Our goal is to be the leading provider of Internet-based services for
putting people and projects together across the labor supply chain by providing
services that enhance the efficiency of the procurement and management of
highly-skilled professional resources. The key components of this strategy
include:

BUILD A LARGE COMMUNITY OF FREE AGENT TALENT

    We believe it is critical to build a large community of free agents by
continuing to aggressively market our services. We will also seek to enter into
additional distribution, co-branding and other similar arrangements with
companies that will provide us with access to a larger base of free agent talent
through their existing customer bases. We intend to attract and enhance the
retention of free agents by continuing to sell products and services that will
enable them to efficiently operate their businesses and expand their knowledge
in their particular areas of expertise.

ATTRACT LARGE BUYERS OF PROJECT-BASED PROFESSIONALS

    We intend to rapidly increase the volume of transactions in OPUS XCHANGE by
providing an efficient marketplace, establishing a large pool of free agents and
aggressively marketing our services to large buyers requiring professionals to
fulfill project needs. We believe that creating an easy-to-use, open marketplace
based on XML standards that allow buyers and professionals to interact easily
and rapidly with each other will increase the flow of projects to our OPUS
XCHANGE marketplace. We expect that our direct sales and marketing efforts to
attract large buyers of professionals will be augmented by the sales and
marketing efforts of organizations with which we enter into strategic
relationships and that have existing relationships with these buyers.

CAPTURE IMPORTANT DATA ON PROFESSIONALS AND ORGANIZATIONS

    The enhanced version of OPUS XCHANGE is designed to capture and manage
performance information about suppliers of project-based professionals, such as
staffing companies, professional services organizations and other recruiting,
search and placement firms, as well as performance information about the
professional after completion of the project. Vendor performance information
will enable organizations to analyze the timeliness of vendor response,
appropriateness of individual candidates provided by the vendor and the cost
competitiveness of the vendor service. We expect to develop and maintain an
extensive database of professionals and vendor information through relationships
with internal, vendor, client and free agent sources. Each time a professional
completes a project, we will attempt to gather information about the
individual's skills and expertise and the client's evaluation of their project
performance. This data will enable us to provide organizations with industry
information that they cannot easily produce themselves or obtain from other
sources, including performance metrics and the prevailing billing rates for
specific project expertise. We believe the availability of data about the vendor
and professionals will encourage organizations to procure talent through our
OPUS XCHANGE marketplace on a recurring basis and provide a useful tool for
staffing vendors to improve their performance.

DEVELOP AND STRENGTHEN CLIENT RELATIONSHIPS FOR OPUSRM AND OPUS XCHANGE


    We target our sales and marketing for OPUSRM and our enhanced version of
OPUS XCHANGE, which we expect to commercially release during the second quarter
of 2000, to resource-intensive, project-focused service organizations, such as
information technology, web consulting firms, internal information technology
departments of Fortune 1000 companies, information technology staffing companies
and other service firms. We also intend to provide additional consulting and
support services to these organizations and believe that these on-going
relationships will enable us to sell new services as they are developed. We
believe that organizations using either OPUS XCHANGE or OPUSRM alone will find
it attractive to use both services because


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they have been designed to integrate with one another to provide organizations
with a single service for the procurement and management of their internal and
external professional resources.


CONTINUE TO ENHANCE FUNCTIONALITY OF SERVICES


    We intend to provide the best available services and tools to empower buyers
requiring professionals to fulfill project needs to more effectively manage
their labor procurement processes. We will continue to develop enhancements to
our services to improve our user interfaces, searching capabilities and workflow
and collaboration tools. During the second quarter of 2000, we plan to release
our enhanced version of OPUS XCHANGE designed for large corporate customers,
which will provide advanced vendor management, performance tracking and enhanced
matching capabilities. The enhanced version of OPUS XCHANGE will also capture
key performance information in an easily searchable database to help
organizations evaluate the efficiency, cost-competitiveness, and quality of
their suppliers of project talent. We will continue to invest capital to create
a first-class client service organization that will work with clients to develop
and further enhance our services.


PURSUE STRATEGIC ACQUISITIONS

    We have recently completed the acquisitions of Ithority, INDUSTRYINSITE.COM
and PeopleMover. These acquisitions expand or are complementary to our business
and we expect that we will continue to evaluate from time to time acquisition
and investment opportunities in complementary businesses, products and
technologies. We intend to explore opportunities which may accelerate our
growth, attract buyers requiring individuals with specific professional skills
to fulfill project needs, increase our free agent talent pool, add new content
and advertisers, enhance our product and services, develop new technologies or
assist us in penetrating new markets, including the international markets.

Products and Services

FREEAGENT.COM

    FREEAGENT.COM is a website designed to aggregate a large pool of free agent
talent and enable free agents to more efficiently access project opportunities
and manage their careers. FREEAGENT.COM offers a broad range of services to meet
the needs of the free agent community, including back-office administrative
services, corporate-style benefits, project assignments, third-party commercial
and professional products and services, community, content, information sharing
and networking. As of February 29, 2000, over 76,800 free agents were registered
users of FREEAGENT.COM. FREEAGENT.COM currently includes the following services:

    E.PORTFOLIOS AND PROJECT OPPORTUNITIES. FREEAGENT.COM enables free agents to
create E.PORTFOLIOS to market themselves to organizations seeking project-based
professionals. The typical E.PORTFOLIO includes the free agent's background,
skills, work, project and educational histories, professional references and any
other information which the free agent chooses to include to better market his
or her services, and allows the free agent to upload his or her photograph,
audio/visual clips, graphic design snapshots and PowerPoint files. With an
E.PORTFOLIO professionals can include in one standardized, machine-readable and
easily searchable format information that would in a paper-based format include
numerous pages and attachments. As organizations list projects on OPUS XCHANGE,
our search technologies match their project requirements with suitable free
agents based on the skills and experience described in their E.PORTFOLIOS. In
addition, by browsing E.PORTFOLIOS on our system, free agents can locate and
team with other free agents who have complementary skills to collectively
respond to projects. In the future, we expect to incorporate additional
functionality into our E.PORTFOLIO service, such as video interviewing
capabilities. As of February 29, 2000, over 26,300 of our registered free agents
had created E.PORTFOLIOS on FREEAGENT.COM.

    COMMUNITY, CONTENT, INFORMATION SHARING AND NETWORKING. FREEAGENT.COM
provides a forum where free agents can exchange ideas with professionals who
share common skills and interests or perform complementary services. Free agents
can access content targeted to them through journals, case studies, daily and
weekly challenges, expert advice, Q&A columns, user reviews and success stories.
FREEAGENT.COM enables free agents to participate in online discussions, training
and interactive seminars. As we enter into additional distribution, co-branding
and other similar arrangements, we expect to provide in the future individual
sites

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within FREEAGENT.COM which will contain industry-specific content designed for
specific segments of our free agent community, such as the technology, creative
and strategic consulting segments. We also plan to provide free agents with
professional networking opportunities by offering them access to specialized
databases of other professionals where they can find potential mentors and
contacts across a range of professions, backgrounds and interests. In addition,
we also expect to facilitate the organization of free agents into project teams,
by providing them with web pages on FREEAGENT.COM where they can manage critical
project information and documents and hold interactive work sessions.

    FREEAGENT E.OFFICE SERVICES. FREEAGENT.COM offers free agents a broad range
of back-office administrative services and corporate-level benefits designed
exclusively for them, which we call FREEAGENT E.OFFICE services. These services
and benefits consist of project invoicing, billing and collections, payroll tax
withholding, project expense reimbursement, general liability insurance, group
health insurance, a 401(k) plan and Opus360 stock options.

    Free agents typically do not readily have access to these services and
benefits on terms that are comparable to those offered in a traditional
corporate setting. Our FREEAGENT E.OFFICE services offer, on a pre-tax basis,
project expense reimbursement and group medical, dental and life insurance
coverage at premiums priced to reflect the collective purchasing power of the
free agents who buy coverage, as well as the right to participate in a 401(k)
plan with a variety of investment funds. We also offer participating free agents
the opportunity to receive Opus360 stock options. As of February 29, 2000,
approximately 284 of our registered free agents had elected to receive our
FREEAGENT E.OFFICE services. As of December 31, 1999, 234 organizations have
used our FREEAGENT E.OFFICE employees. These organizations include large and
medium-sized companies that operate across a broad range of industries,
including computer software, computer hardware, finance, telecommunications and
aerospace.

    Free agents who purchase our FREEAGENT E.OFFICE services can choose between
two different membership plans, the terms of which differ based on whether the
free agent desires to receive group healthcare insurance and be eligible to
participate in our 401(k) plan. We expect to offer additional plans in the
future. Free agents who purchase our FREEAGENT E.OFFICE services are our
employees, for whom we withhold payroll taxes and provide IRS Form W-2s.

    We believe that our FREEAGENT E.OFFICE services are especially valuable to
free agents who must expend substantial amounts of time managing their projects,
must purchase expensive general liability, errors and omissions or other
insurance to satisfy clients, and must spend significant amounts of time
searching for cost-effective health benefits and pension plans. In addition,
many organizations require IRS Form W-2 hourly contracts, which our FREEAGENT
E.OFFICE services provide. The benefits provided by our FREEAGENT E.OFFICE
services are fully portable, enabling free agents to work on whatever projects
they choose with the knowledge and security that their benefits will remain in
place.

    BUSINESS PRODUCTS AND SERVICES. FREEAGENT.COM is also an online marketplace
where free agents can buy commercial and professional products and services
which they can use for their businesses. These products and services, which are
provided by third party vendors with whom we have entered into distribution
arrangements, include computers, business cards, industry group membership, fax
and communication equipment, office supplies and training and reference
materials. We generally will be paid a commission or fee, either on a fixed or
variable basis, based on the purchase price for each service used by, or product
purchased by each registered free agent. To date, we have not generated any
significant revenues from these relationships. We expect that as the
FREEAGENT.COM community continues to grow, we will be able to take greater
advantage of the purchasing power of this community to obtain volume price
discounts from product and service vendors that desire to participate in this
marketplace.

ITHORITY

    Our recent acquisition of Ithority expands our FREEAGENT.COM marketplace to
include any buyer or seller of expert knowledge. Ithority's knowledge
marketplace connects experts on a variety of subjects, such as technology,
software development, strategic consulting and graphic design with buyers
requiring such knowledge. These buyers and sellers generally negotiate a fee for
the sale of this knowledge. Ithority has

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charged, and we will charge, a percentage of the fee received by the provider of
the expert knowledge. We plan to integrate Ithority into FREEAGENT.COM during
the first half of 2000.

OPUS XCHANGE

    OPUS XCHANGE is an Internet service that enables corporations, professional
services firms and staffing companies to post projects and procure free agents
for project assignments. OPUS XCHANGE is designed to perform a detailed match of
a project manager's specific project skill requirements with the corresponding
skills set forth in E.PORTFOLIO, producing a more accurate match than a
traditional text-based resume search. OPUS XCHANGE ranks each candidates
E.PORTFOLIO against the project manager's requisition of required skills,
performances and availability. In addition, the project manager is able to
review multiple E.PORTFOLIOS concurrently.

    Our enhanced version of OPUS XCHANGE is designed to enable our customers to
identify and procure professionals using more sophisticated matching
technologies and to reduce candidate search and procurement costs. The typical
process today for procuring external, project-based workers is often a manual,
paper-based and inefficient process. Our enhanced version of OPUS XCHANGE will
provide an Internet service which facilitates the procurement of contract
professionals from any source in the labor supply chain. We believe each of our
OPUS XCHANGE services will benefit both buyers and professionals by creating a
more efficient labor procurement marketplace.

    Our enhanced version of OPUS XCHANGE is designed to facilitate the following
steps of the labor procurement process:

    - THE COMPLETION OF AN ONLINE REQUISITION FOR A PROFESSIONAL. Today,
      requisitions are often completed on a piece of paper and faxed to the
      supplier or communicated by telephone. OPUS XCHANGE is designed to allow
      project managers to enter their exact requirements online and to
      instantaneously send this requisition to various suppliers with the press
      of a button rather than sending multiple faxes or making multiple phone
      calls.

    - THE EVALUATION OF QUALIFIED CANDIDATES FOR A PROJECT. Using OPUS XCHANGE,
      suppliers and individuals will be able to submit their E.PORTFOLIO
      directly for viewing by the project manager. OPUS XCHANGE will allow the
      project manager to view and automatically rank against the required
      skills, performances, and availability all E.PORTFOLIO responses from
      suppliers and individuals, through a single easily accessible and
      searchable OPUS XCHANGE webpage. This is in contrast to the typical
      process of receiving multiple paper-based or e-mail resumes which must be
      manually reviewed, compared and categorized.

    - THE SCHEDULING OF CANDIDATE INTERVIEWS. Through OPUS XCHANGE, suppliers
      and individuals will be able to suggest available interview times when
      they submit their response forms. Project managers may then accept the
      appropriate interview times online when they select the candidate for
      interviews.

    - THE COMPLETION OF ONLINE EVALUATION FORMS. Rather than a paper-based
      evaluation form or even a wordprocessor-based evaluation form, OPUS
      XCHANGE will supply an on-line evaluation form for interviewees and
      project managers. These evaluation forms will also be distributed
      automatically to the project manager with a reminder to complete the
      evaluation. Today, this process is often completed manually. By compiling
      and storing evaluation forms on-line the organization will be able to
      easily search completed evaluations in connection with new project
      requisitions and better evaluate candidates based on past performance.

    - THE COMPLETION OF PROJECT TIME AND EXPENSE REPORTS. Through OPUS XCHANGE,
      professionals will be able to complete online time and expense reports.
      These time and expense reports will then be automatically routed to the
      various approvers on both the buyer and supplier sides of the transaction.
      Today, the time and expense reports are typically completed manually, on
      spreadsheets or paper-based forms. Often buyers and suppliers have their
      own time and expense systems which are often different or incompatible so
      that the information must be entered twice because there is often no
      connection between the buyer and supplier systems.

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    OPUS XCHANGE is designed to be accessed and used as a stand-alone
application or it can be used together with OPUSRM AND FREEAGENT.COM as an
integrated service. To facilitate transactions in the OPUS XCHANGE marketplace,
we are implementing open XML standards that will enable corporations,
professional service firms, staffing companies and other buyers and providers of
professionals to connect their existing and new systems to OPUS XCHANGE
including OPUSRM or other resource management applications.

    We expect to commercially release the enhanced version of OPUS XCHANGE for
large corporate clients during the first half of 2000 that will incorporate more
advanced matching capabilities and the TCQ(2) vendor management tracking system.
TCQ(2) is an internally developed performance tracking system that evaluates the
service of vendors and free agents based on time, cost, quality and quantity.
The enhanced version of OPUS XCHANGE will capture TCQ(2) data and develop
performance metrics for all transactions conducted through the OPUS XCHANGE
marketplace.

    TCQ(2) data will be supplied to buyers of project-based professionals to
enable them to make better sourcing decisions, such as evaluating competing bids
by professional services firms or free agents for projects or project
deliverables. This data will also be offered to staffing companies and sellers
of project-based professionals in a generalized form to establish benchmarks to
enable them to compare themselves to peers and to improve project performance.

OPUSRM

    OPUSRM provides organizations with a labor resource management tool designed
to centralize resource and project information to enable organizations to more
efficiently manage complex projects, increase utilization rates, streamline
project schedules, coordinate project data, predict resource shortages and
surpluses and provide access to performance results. OPUSRM is designed to
optimize core business processes by:

    - assigning the most-qualified professionals to a particular project by
      matching project requirements with individual skills, expertise and
      availability;

    - monitoring internal and external labor resource utilization
      organization-wide, across projects, industries, geographic regions and
      personnel groups, to decrease downtime costs and improve profitability;


    - delivering real-time project and resource related information online, with
      detailed reporting on project finances and labor utilization, to eliminate
      the need for labor-intensive, manually generated project and financial
      reports; and


    - disseminating project information on a timely basis to project field
      managers for analysis that previously was available only after the
      completion of a project through a review of multiple accounting reports.

    The technologies employed by OPUSRM match the qualifications and criteria
needed by an organization's project manager with the qualifications and
experience of the organization's employees as set forth in his or her
E.PORTFOLIO contained in the organization's OPUSRM database. OPUSRM allows a
project manager or staffing manager to search for professional resources based
on numerous criteria, including technical skills, level of skill, number of
years of experience, availability, geographic location and industry experience.
Once identified, OPUSRM then allows the project or staff manager to allocate the
professional to the project.

    OPUSRM's flexible Internet architecture makes it customizable to the
specific requirements of organizations without substantial additional cost or
lengthy implementation cycles. OPUSRM is designed to manage internal labor
resources and, if integrated with OPUS XCHANGE, will also manage the procurement
of external resources for projects. OPUSRM can be integrated with existing
systems and incorporate company data. Through web browsers, our OPUSRM service
will permit user access through the Internet from remote hosting facilities
located anywhere in the world, enabling organizations and free agents to
interface and work as teams on assigned projects using a common service.

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<PAGE>
    We believe customers will increasingly use Internet applications instead of
traditional client-server systems, which are often difficult to learn and costly
to maintain. We intend to form strategic relationships with complementary
systems integrators, web integrators, and web consulting firms to create a
valuable support and implementation organization for OPUSRM.

PEOPLEMOVER

    On February 24, 2000, we acquired PeopleMover. PeopleMover is a developer of
Internet-based resource management application services, similar to our OPUSRM
service, principally focused on the needs of staffing firms. Its principal
application service, PEOPLEMOVER/STAFFING, enables professional staffing firms
to recruit and assign people to jobs based on skills and availability.
PEOPLEMOVER/STAFFING manages information regarding a staffing firm's resources
and applicants, customer accounts including job and project openings and sales
activity. PEOPLEMOVER/STAFFING supports many of the needs of large staffing
firms including:

    - resume scanning and matching against openings;

    - tracking of skills and availability of contractors and applicants;

    - time and expense processing; and

    - integration with back office systems for billing, payroll and human
      resources.

    PeopleMover currently provides its PEOPLEMOVER/STAFFING service to 11
staffing companies.

Customer and Business Relationships

    We have entered into a three-year agreement with CAREERPATH.COM, a full time
recruiting services company that provides career counseling and job placement
services over the Internet, to jointly develop a co-branded web site featuring
content and services geared toward free agents. Under the agreement,
FREEAGENT.COM will be CAREERPATH.COM's exclusive service for the procurement of
project-based professionals. The co-branded website will:

    - allow CAREERPATH.COM's affiliated network of over 100 national and
      regional newspapers to list projects on OPUS XCHANGE;

    - allow employers to procure professionals for projects through the
      co-branded website and individuals to obtain all of the products and
      services available on FREEAGENT.COM; and

    - allow CAREERPATH.COM's current database of over 1,000,000 individuals to
      be matched to projects through OPUS XCHANGE.

    We agreed with CAREERPATH.COM to jointly share the costs associated with
building the co-branded website which we estimate to be $180,000. Any amounts in
excess of this estimate will be our responsibility. We have agreed to share a
portion of the revenues generated from transactions conducted through the
co-branded website with CAREERPATH.COM, including with respect to revenues
generated from project listing and placement fees, subscriptions for products
and services and advertising revenue. We agreed to pay CAREERPATH.COM an advance
on its first year revenue share and for advertising fees to promote the
co-branded website in their affiliated newspapers through the issuance of
245,355 shares of our common stock valued at $2.0 million. Based on an assumed
initial public offering price of $10 per share, these shares have a market value
of $2,453,550. Our agreement with CAREERPATH.COM limits our ability to enter
into similar integrated co-branding arrangements with their direct competitors
in the full time recruiting marketplace for a period of 18 months from the date
of the launch of the co-branded site.

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<PAGE>
OPUS XCHANGE

    The following companies have entered into agreements with us to post
projects to OPUS XCHANGE:

<TABLE>
<S>                                       <C>                                 <C>
Aegis Software                            ISAM                                People Unlimited Consulting
Cambridge Technology Partners             J.P. Morgan & Co.                   Primenet
CompuCom Systems                          Klein Management Systems            recruit.com
Concise Design                            Lucent Technologies                 RCM Technologies
Eland Solutions                           MDTSC                               SVR Group
ETR Technology Center                     MISI Co.                            The Sporn Group
Gregory & Gregory Legal Staffing          NSP                                 TIS Worldwide
International Informaric Solutions        Paragon Computer Professional
</TABLE>

    In addition, Cambridge Technology Partners, CompuCom Systems, Inc., J.P.
Morgan & Co. and Lucent Technologies Inc. have entered into agreements with us
to use our enhanced version of OPUS XCHANGE.

OPUSRM

    The following companies have entered into agreements with us to use OPUSRM:

<TABLE>
<S>                                 <C>                                <C>
CompuCom Systems                    Lucent Technologies                Sapient Corporation
CyberSafe Corporation               PRT Group
</TABLE>

    PricewaterhouseCoopers has agreed to be an integration and implementation
services provider for our OPUSRM product.

PEOPLEMOVER/STAFFING

    The following companies have entered into agreements with PeopleMover to use
PEOPLEMOVER/STAFFING:

<TABLE>
<S>                             <C>                             <C>
Aetea Information Technology    Global Employment Solutions     Seltman, Cobb & Bryant
DM Stone                        Net-Strike Worldwide            Superior Technical Resources
Dunhill Staffing Systems        Re: source Connection           The TriStaff Group
Furst Staffing Services         Robert Half International
</TABLE>

Product and Service Providers


    We have relationships with 38 product and service providers which promote
their offerings through FREEAGENT.COM either directly or through third parties.
We receive a percentage, typically between 5% and 30%, of any revenues generated
by 24 of these parties from the sale of these products and services to users of
FREEAGENT.COM. In addition, we receive a fixed fee per transaction from 13 of
these parties. Some product and service providers also pay us a sponsorship fee
for listing their products on our website. We do not receive any revenue from
one provider. To date, we have not generated any significant revenues from these
relationships.


Content and Distribution Relationships


    We currently have agreements with the following companies which provide
content to FREEAGENT.COM and/or feature FREEAGENT.COM products and services and
OPUS XCHANGE on their websites or on co-branded websites:


<TABLE>
<S>                                           <C>                  <C>
AltaVista (through Worklife Solutions, Inc.)  Career Exchange      Wall Street Journal Interactive Edition
Contract Professional                         Gartner Institute    Vault.com
CareerPath.com                                Screaming Media
</TABLE>

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<PAGE>
Sales and Marketing

    We sell our integrated services through our direct sales organization and
distribution, co-branding and other similar arrangements. As of December 31,
1999, our direct sales force consisted of 10 sales professionals. We plan to
expand our direct sales force in the near future, with regional sales managers
located in Chicago, Atlanta, San Francisco, Toronto and other major metropolitan
areas. We have commenced an aggressive marketing campaign which includes print,
radio and online advertising to build our existing base of registered free
agents and to further promote FREEAGENT.COM.

    For our OPUSRM service, which we expect to release during the first half of
2000, we typically target our direct sales efforts at senior executives and
chief technology officers within large professional services companies, Fortune
1000 information technology departments, large information technology staffing
companies and the service divisions of large software/hardware organizations
that require assistance in managing a workforce of varying skills and staffing
projects across a wide corporate enterprise. We work with prospective clients to
analyze how OPUSRM can best be integrated into existing management systems. We
intend to use these larger clients to develop a sales channel into mid-market
firms.

Technology

    We have developed Internet applications that are designed for high-level
performance and reliability using standard tools and computer languages. We
believe that these applications lower an organization's total cost of ownership
because they are relatively easy to use and maintain and to integrate into an
existing intranet or Internet framework. Due to the ease of use and intuitive
nature of web browser interfaces, the training required for the use of these
applications is minimal (two to three hours for an end user, and one to two days
for OPUS XCHANGE and two to three days for OPUSRM for an organization's internal
resource manager), so that organizations are more likely to use these
applications. Upgrades of Internet-based applications are much easier to
implement across organizations since the upgrades do not need to be directly
installed on our clients' systems. We believe that these Internet-based
applications are also generally well-suited for the application service provider
model, which simplifies the installation, upgrade and maintenance process for
these applications.

    We are able to leverage existing third-party tools, such as web application
servers, to provide standard services which enhance the performance, reliability
and redundancy of our applications. Use of these tools and frameworks allows us
to focus on higher value-added business functionality rather than building and
maintaining complex infrastructure code. These tools and frameworks provide
advanced services, including message queuing, resource pooling, transaction
distribution and management, and security, and enable our services to be
deployed on a variety of server platforms such as Unix or WindowsNT.

    Our Internet applications, OPUSRM and OPUS XCHANGE, are written in the Java
programming language. We use open standards, such as XML (extensible markup
language) as our means of communicating between our systems, which facilitates
our integration with customers and partners in an open, network environment. We
use other open, Internet standards such as SSL (secure sockets layer) for secure
transmission of data and HTML (hypertext markup language) and DHTML (dynamic
hypertext markup language) for presentation of information in web browsers.

    Our development team employs object-oriented analysis and design principles
in order to guide the development of software code. Our methodology allows us to
exploit the capabilities of object-oriented programming languages like Java to
build reusable components and designs. This methodology helps to reduce the
risks inherent in developing complex systems and also helps us design our
services to meet the varied needs of our customers.

    Parts of our application services were based on intellectual property that
we acquired from PRT Group and USWeb Corporation. In December 1998, we purchased
from PRT the worldwide rights for intellectual property and any and all work
covering a vendor management application. This intellectual property for the

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<PAGE>
vendor management application was created in the course of PRT's consulting
services for several large financial institutions assisting these companies in
their vendor reorganizations. Some of our design concepts for OPUS XCHANGE are
based on this intellectual property. In 1998, we purchased from USWeb the
worldwide rights to the intellectual property and all work surrounding an
internal staffing application, which was developed first at Gray Peak
Technologies and, following USWeb's acquisition of Gray Peak, later at USWeb.
Some of this intellectual property was used to help design part of our OPUSRM
application service.

Competition

    The market for each of our integrated services is intensely competitive and
rapidly changing, and competition is expected to intensify in the future. Our
competitors vary in size and in the scope and breadth of the products and
services that they offer. In addition, because there are relatively low barriers
to entry in some of the markets in which we offer services, we expect further
competition from established and emerging companies, as these markets continue
to grow.

    Our FREEAGENT.COM service competes with traditional offline companies that
offer back office, administrative and benefit services to independent
professionals, and new web-based companies, that have created Internet
communities with content, products and services geared toward independent
professionals.

    Our OPUS XCHANGE service competes with traditional recruiting, search and
placement firms such as headhunters, including those that implement online
services, and online "job board" services, such as Monster Talent Market, and
large Internet information portals, that provide online job search services for
project-based professionals. We may experience competition from potential
customers, such as professional services firms and information technology
consulting companies, if they are able to develop their own search services for
project-based professionals internally. We may experience additional competition
if online providers of recruiting services relating to full-time employment
enter the market for project-based labor.

    Our OPUSRM service will compete with companies offering traditional
enterprise resource planning services, particularly those that adopt resource
management services and implement web-based technologies, including companies
which provide competitive project labor management services, and business
application software vendors that may broaden their software offerings by
internally developing, acquiring or partnering with independent developers of
project labor management software.

    We believe that there are a number of companies that offer services that
provide one or more aspects of the functionality of our services, such as Niku
Corporation. However, we do not believe that there are any competitors which are
dominant in our market.

    Many of our competitors and potential competitors have longer operating
histories, larger customer bases, wider brand recognition and greater financial,
technical, marketing and other resources than we do. Our current and potential
competitors may make strategic acquisitions or develop cooperative
relationships, in addition to the ones they have established, in order to expand
their business or offer more comprehensive services than we do. In addition, new
technologies and the expansion of existing technologies may increase competitive
pressures on us.

    We believe that companies in our target market compete primarily on the
basis of:

    - the number of features their services provide to end users;

    - the extent of their relationships with organizations across the labor
      supply chain, including professional services firms, staffing companies
      and other suppliers of professional resources, that procure professionals
      and individuals who are available for projects;

    - product quality and performance;

    - product features and functionality; and

    - ease of integration and customization.

                                       65
<PAGE>
We believe we distinguish ourselves from our competitors by offering a full
complement of services geared toward the procurement and management of
project-based professionals. However, the rapid pace at which the market is
evolving, both in terms of technological innovation, increased functionality and
service offerings, will require us to continually improve our infrastructure and
our Internet service. We cannot assure you that we will be able to respond
adequately to these competitive challenges. If we are not able to compete
successfully against current and future competitors, our business could be
materially adversely affected.

Intellectual Property

    We depend on our ability to develop and maintain the proprietary aspects of
our technology. To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade secrets
and patent, copyright and trademark laws. We seek to avoid disclosure of our
trade secrets by implementing procedures, including but not limited to,
requiring those persons with access to our proprietary information to execute
confidentiality agreements with us and restricting access to our source codes.
We seek to protect our software, documentation and other written materials under
trade secret and copyright laws, which afford only limited protection. We cannot
assure you that any of our proprietary rights with respect to our products and
services will be viable or of value in the future since the validity,
enforceability and type of protection of proprietary rights in Internet-related
industries are uncertain and still evolving.

    We presently have one U.S. patent application pending for the "OPUS360
Knowledge Worker Network" which describes the processes and technology involved
in implementing an Internet-based supply chain solution for matching people and
projects. It is possible that the patent that we have applied for, if issued, or
patents we may apply for in the future, if any, may be successfully challenged
or that no patent will be issued. It is also possible that we may not develop
proprietary products, including technologies that are patentable, that any
patent issued to us may not provide us with any competitive advantages or that
the patents of others will seriously harm our ability to do business. We have
filed applications with the U.S. Patent and Trademark Office for service marks
that include OPUS360, OPUS FREEAGENT, FREEAGENT.COM, OPUSRM, E.PORTFOLIO,
FREEAGENT E.OFFICE, FREEAGENT, OPUS XCHANGE and FREEAGENT XCHANGE.

    Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or services or to obtain and use
information that we regard as proprietary. Policing unauthorized use of our
products is difficult, and while we are unable to determine the extent to which
piracy of our software products exists, software piracy can be expected to be a
persistent problem. In addition, the laws of some foreign countries do not
protect our proprietary rights to as great an extent as do the laws of the U.S.
Our means of protecting our proprietary rights may not be adequate and our
competitors may independently develop similar technology, duplicate our products
or design around patents issued to us or our other intellectual property.

    There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. We cannot be certain
that our products, content and brand names do not or will not infringe upon
valid patents, copyrights or other intellectual property rights held by others.
We expect that the number of infringement claims will increase as more
participants enter our markets.

    In July 1999, we received a letter from counsel to the San Jose Mercury News
alleging that our use of the service mark FREE AGENT and our registration of the
domain name WWW.FREEAGENT.COM with Network Solutions, Inc. infringed upon
Mercury News' federal registration of the mark FREE AGENT for a computerized
online matching service and violated Network Solutions' Domain Name Dispute
Policy. The letter requested that we cease all use of the mark FREE AGENT for
online job searching services and transfer the domain name WWW.FREEAGENT.COM to
the Mercury News. Based on the advice of counsel, we believe we have viable
defenses to these claims. However, while we believe we have valid defenses to
the claims, in the event we are unable to resolve this issue with the Mercury
News and it decides to bring an infringement claim against us or to institute an
arbitration proceeding against us under Network Solutions'

                                       66
<PAGE>
Domain Name Dispute Policy, we would likely incur significant expense in
defending against the claim or in connection with the arbitration proceeding. In
addition, if a claim of infringement is made and we are not successful in
defending against the claim, we could be liable for substantial damages. We
could also be required to cease use of the FREE AGENT mark and transfer our
WWW.FREEAGENT.COM domain name to the Mercury News. We have expended, and will
continue to spend, substantial amounts in order to promote the WWW.FREEAGENT.COM
brand name, the benefits of which would be lost if we could no longer use that
mark. In addition, we would need to incur substantial additional expenses to
promote a new brand name. Until such time as free agents and buyers requiring
individuals with specific professional skills to fulfill project needs became
aware of any new brand name and website, our transaction volume could be
substantially limited.

    It is possible that in the future other third parties may claim that we or
our current or potential future products or services infringe their intellectual
property. We expect that software product developers and providers of electronic
commerce services will increasingly be subject to infringement claims as the
number of services, products and competitors in our segment of the industry
grows and the functionality of services and products in different segments of
the industry overlaps. We may be subject to legal proceedings and claims from
time to time relating to the intellectual property of others in the ordinary
course of our business. Any claims, with or without merit, could be
time-consuming, result in costly litigation, cause delays in the introduction of
service or product enhancements or require us to enter into royalty or licensing
agreements. Royalty or licensing agreements, if required, may not be available
on terms acceptable to us or at all, which could seriously harm our business.

Industry Regulation

    By entering into employment relationships with the free agents who purchase
FREEAGENT E.OFFICE services, we assume a variety of obligations,
responsibilities and liabilities of an employer under federal and state laws.
Many of these federal and state laws were enacted prior to the development of
non-traditional employment relationships, such as temporary employment and
outsourcing arrangements, and do not specifically address the obligations and
responsibilities applicable to us by reason of our FREEAGENT E.OFFICE services.
Whether certain laws apply to us depends in many cases upon whether we are
deemed to be an "employer" for purposes of the law. The definition of "employer"
under these laws is not uniform and, therefore, the application of these laws to
our business is not always certain. In many cases, a person's status as an
"employer" is determined by application of a common law test involving the
examination of several factors to determine an employer/employee relationship.
Uncertainty as to the application of laws governing "employer" relationships is
particularly important to us in federal employment tax and employee benefit
matters.

    EMPLOYER STATUS.  The common law test of employment, as applied by the IRS
for employment tax and employee benefit plan purposes, involves an examination
of approximately 20 factors to ascertain whether an employment relationship
exists between a worker and a company. That test is generally applied to
determine whether an individual is an independent contractor or an employee for
federal employment tax and employee benefit plan purposes. An important factor
in making this determination is whether or not a company has the right to
exercise control over a worker with respect to how work is performed, as
evidenced by factors such as the extent of instructions, training and the nature
of the work. Other factors considered by the IRS include the financial control
or the economic aspects of the relationship; and the intended relationship of
the parties, such as how the relationship is described in written agreements,
how compensation is reported for income and employment tax purposes, whether
employee benefits are provided, and whether services are ongoing or for a
particular project.

    EMPLOYMENT TAXES.  We assume the sole responsibility and liability for the
payment of federal and state employment taxes with respect to wages and salaries
paid to our FREEAGENT E.OFFICE employees out of the gross amounts received by us
from the organizations to whom they have provided services through us. There are
three types of federal employment taxes with respect to wages and salaries paid
to employees: withholding of income tax requirements, obligations under the
Federal Income Contributions Act, and

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<PAGE>
obligations under the Federal Unemployment Tax Act. Employers have the
obligations to withhold and remit the employer portion and, where applicable,
the employee portion of these taxes. To date, the IRS has relied extensively on
the common law test of employment in determining employer status and the
resulting liability for failure to withhold. Upon an examination of our
operations, the IRS or other taxing authorities may determine that we are not
the employer of the free agents who purchase FREEAGENT E.OFFICE services under
the Code provisions applicable to federal employment taxes and, consequently,
that the organizations using these free agents for projects through our
FREEAGENT E.OFFICE services are exclusively responsible for payment of
employment taxes on wages and salaries paid to these free agents. A
determination by the IRS or other taxing authorities that we are not the
employer of free agents who purchase FREEAGENT E.OFFICE services would
negatively impact our ability to report employment taxes for these free agents.
An adverse determination of this type could also result in joint and several
liability for any organization that has used these free agents through our
FREEAGENT E.OFFICE services if we have failed to remit the proper amount of
employment taxes with respect to these free agents. While we believe that we
have a reasonable basis for assuming the withholding obligation for free agents
based on our employment relationships with them, there can be no assurance as to
the ultimate resolution of the issue. A definitive adverse resolution of this
issue to the effect that free agents are not our employees for employment tax
purposes, could substantially limit our ability to aggregate a large community
of free agents and attract organizations to use free agents through our
FREEAGENT E.OFFICE services.

    EMPLOYEE BENEFIT PLANS. FREEAGENT.COM offers various benefit plans to the
free agents who purchase FREEAGENT E.OFFICE services. These plans include a
401(k) plan, a group health plan, a group life insurance plan, and a group
disability insurance plan. Generally, employee benefit plans are subject to
provisions of both the Code and the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). In order to qualify for favorable tax treatment
under the Code of the payments or contributions made with respect to these
plans, the plans must be established and maintained by an employer for the
exclusive benefit of its employees. An IRS examination of us and/or an
organization using free agents for projects through our FREEAGENT E.OFFICE
services may determine that we are not the employer of these free agents under
the Code provisions applicable to employee benefit plans. Consequently, we may
be unable to offer free agents who purchase FREEAGENT E.OFFICE services benefit
plans that qualify for favorable tax treatment. If the IRS or other taxing
authorities were to conclude that we are not the employer of these free agents
for plan purposes, these free agents could not continue to make tax favored
deductions or contributions with respect to these benefit plans. This conclusion
by the IRS or other taxing authorities would prevent us from continuing to
provide an important corporate-style benefit as part of our FREEAGENT E.OFFICE
services and could have a material adverse effect on our continuing ability to
aggregate a large community of free agents. While we believe that we have a
reasonable basis for concluding that free agents who purchase our FREEAGENT
E.OFFICE services are our employees for purposes of these laws and regulations,
there can be no assurance as to the ultimate resolution of these issues.

    Employee pension and welfare benefit plans are also governed by ERISA. The
United States Supreme Court has held that the common law test of employment must
be applied to determine whether an individual is an employee or an independent
contractor under ERISA. A definitive judicial interpretation of the employer in
the context of the type of arrangement provided by our FREEAGENT E.OFFICE
services has not been established. If we were found not to be an employer for
ERISA purposes, our plans would not be subject to ERISA. As a result of a
finding of this type, we and our plans would not enjoy the preemption of state
law provided by ERISA and could be subject to varying state laws and
regulations, as well as to claims based upon state common laws.


    STATE REGULATION. As the employer-employee relationship has evolved, states
in the U.S. have regulated the various aspects of this relationship to varying
lengths. Because many of these labor laws were enacted before the rise of
alternative employment arrangements and services, like those contemplated by our
FREEAGENT E.OFFICE services, the full extent to which these laws cover us is
uncertain. FREEAGENT E.OFFICE services have attributes that may trigger
compliance requirements under state employee leasing laws,


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<PAGE>

employment agency laws or temporary employment laws, as well as under other
state laws, including laws relating to the payment of wages. Some states
regulate employee leasing companies, employment agencies and temporary staffing
companies, while most states focus on only one or two of these types of
businesses. Some states have not yet regulated any of these types of businesses.
State statutory definitions and requirements concerning these types of
businesses are occasionally similar, but generally all of them differ in several
important respects, requiring us to consider our legal obligations on a
state-by-state basis. To the extent we are governed by any of these state
regulations, we may be subject to additional licensing requirements and
financial oversight. We expect to incur substantial expenses in order to comply
with these laws. We may also become liable for payment of wages to our FREEAGENT
E.OFFICE employees even if the employee has not obtained an assignment or we
have not received payment from the organizations contracting with us for the
services performed by these employees.


Employees

    As of December 31, 1999, we had 425 full-time employees, including 270 free
agents who had purchased our FREEAGENT E.OFFICE services, and 155 corporate
staff members. Of our corporate staff, 63 were in programming and technical
development, 39 were in sales, marketing, and business development, 26 were in
customer support and operations and 27 were in finance and administration. In
addition, we expect to hire a significant number of new employees for our
corporate staff in the near future. None of our employees is represented by a
labor union or a collective bargaining agreement. We have not experienced any
work stoppages and consider our relations with our employees to be good. We have
added four and 90 additional employees in connection with our acquisitions of
Ithority and PeopleMover.


    Free agents who purchase our FREEAGENT E.OFFICE services are treated as our
employees. Each of these free agents signs an agreement with us acknowledging
that the free agent will be our employee for so long as the free agent elects to
receive our FREEAGENT E.OFFICE services, subject to our right under these
agreements to terminate the free agent's employment. The free agent locates,
chooses and negotiates the details of a project assignment with the assistance
of a relationship manager, in the same manner as the free agent would before
becoming our legal employee. While the free agent may be our legal employee, we
allow the free agent to retain complete discretion as to the free agent's
procurement, selection and negotiation of project assignments. For quality
assurance reasons, we require that each free agent who purchases our FREEAGENT
E.OFFICE services has a project assignment for which the free agent will use the
service prior to signing up to our services initially. In connection with each
assignment, the FREEAGENT E.OFFICE employee advises us of the details of the
project and we enter into an agreement with the organization assigning the
project that sets out the details of the project and specifies that the free
agent shall be our employee assigned to the project. During the engagement, the
free agent submits to us a time record on an easy-to-complete online form,
specifying the hours worked on the project assignment. We prepare and send a
professional invoice to the party responsible for payment under the project who
makes payment directly to us, and we provide detailed reporting to the free
agent of the status of each project. Upon the request of the free agent, we may
also handle collections from delinquent payors. Following our receipt of
project-related payments, we pay or reimburse the free agent's project-related
expenses, pay the premiums for the free agent's insurance coverage, including
health care coverage if the coverage has been elected, make the free agent's
desired 401(k) plan contributions, if this service has been elected, withhold
any required federal, state and local taxes and prepare any required IRS
Form W-2's or other tax forms. These amounts are not reflected as expenses in
our statement of operations. See Notes 1(d) and 1(e) of Notes to our
Consolidated Financial Statements included elsewhere in this prospectus.
Thereafter, we remit a portion of all of the remaining funds to the free agent
as wages and salary. We are currently adopting procedures to ensure that our
FREEAGENT E.OFFICE employees meet appropriate standards, such as the completion
of background and credit checks, ongoing monitoring of project status, the
solicitation of performance reviews from the organizations to whom services are
provided and the standardization of contracts with such organizations. We
believe that the contracts that we enter into with our FREEAGENT E.OFFICE
employees and the client organizations place the risks for performance of the
project principally on our FREEAGENT E.OFFICE employees. However, we may be
subject to claims from organizations for


                                       69
<PAGE>

whom FREEAGENT E.OFFICE employees perform work based upon the negligence or
gross negligence in their performance of projects and the failure of the work
produced by these employees to conform to required specifications.


Facilities


    Our corporate headquarters are currently located at 39 West 13th Street, 3rd
Floor, New York, New York 10011, where we occupy approximately 25,000 square
feet of office space under a lease that will expire in August 2009. We also
lease an office located at 425 Market Street in San Francisco, California.


Legal Proceedings

    Although we are not currently a party to any litigation, we may from time to
time become involved in litigation relating to claims arising from our ordinary
course of business.

                                       70
<PAGE>
                                   MANAGEMENT

    The following table sets forth information relating to our directors and
executive officers:


<TABLE>
<CAPTION>
Name                             Age                              Position(s)
- ----                           --------                           -----------
<S>                            <C>        <C>
Ari B. Horowitz..............     31      Chairman of the Board and Chief Executive Officer
Richard S. Miller............     41      President, Chief Operating Officer and Director
Carlos B. Cashman............     27      Chief Technology Officer
Shawn D. Kreloff.............     36      Executive Vice President, Business Development
Ram Chillarege, Ph.D.........     44      Executive Vice President, Engineering
Allen Berger, Ph.D...........     56      Senior Vice President; General Manager, FREEAGENT.COM;
                                          Chief Marketing Officer
Richard McCann...............     31      Senior Vice President; Chief Financial Officer and
                                          Secretary
Wendy M. Petty...............     36      Senior Vice President of Sales
Edyse Vogel..................     50      Senior Vice President of Operations
Mary Anne Walk...............     52      Senior Vice President, Human Resources
Andrew Grygiel...............     40      Vice President, General Manager, Application and
                                          Procurement Services Group
James Cannavino..............     55      Director
John L. Drew.................     43      Director
John K. Halvey...............     39      Director
Irwin Lieber.................     60      Director
William R. Nuti..............     36      Director
Barry Rubenstein.............     56      Director
Roger J. Weiss...............     60      Director
</TABLE>


    ARI B. HOROWITZ, our co-founder, has served as Chairman of the Board since
inception, as Chief Executive Officer since April 1999 and as President from
November 1999 to January 2000. From June 1998 to March 1999, Mr. Horowitz served
as a Senior Managing Partner of USWeb/CKS. From March 1997 to June 1998, he
served as President and Chief Financial Officer of Gray Peak Technologies, a
network consulting company. From September 1994 to March 1997, he served as
Chief Financial Officer and as Vice President, Finance and Business Development
of ICon CMT Corp., an Internet service provider. From July 1992 until
September 1994, Mr. Horowitz was a Principal and Director of Finance and
Business Development of Conley Corporation, a developer of storage management
software. Mr. Horowitz currently serves as a director of NetVendor Systems, a
provider of e-markets for the industrial, electronics and automotive sectors.
Mr. Horowitz holds a B.A. degree in Economics from the University of
Pennsylvania.

    RICHARD S. MILLER has served as our President and Chief Operating Officer
and as a director since February 2000. From December 1998 to January 2000, he
served as President of the Global Services Division at AT&T which provides
telecommunication services to AT&T's largest corporate clients. From
September 1995 to November 1998, he was Vice President of the Eastern Region in
Global Services and served as a member of the leadership team of AT&T's Business
Services Unit. From January 1995 to August 1995, he was Vice President and
General Manager, Communications Services Division at Unisys Corporation. From
January 1992 to December 1994, he served as Regional Vice President at Unisys.
Prior to 1994, he held a series of sales, marketing and general management
assignments at Unisys where he began his career in 1980. Mr. Miller graduated
with a B.S. degree in Business Management from Bentley College and holds an
M.B.A. from Columbia University.

    CARLOS B. CASHMAN, our co-founder, has served as Chief Technology Officer
since November 1999, as a director from inception until January 2000; and as
President from inception until November 1999. From June 1997 until June 1998,
Mr. Cashman served as Chief Information Officer of Gray Peak Technologies. From
February 1996 to June 1997, he served as Chief Technology Officer of Frankfurt
Balkind Partners, an intranet and web design firm. From July 1994 to
January 1996, he was Manager of UNIX Engineering at Conley Corporation, handling
software development, hardware engineering and OEM contracts for Unix

                                       71
<PAGE>
products. Mr. Cashman holds a degree in Information Systems Engineering from the
Massachusetts Institute of Technology.

    SHAWN D. KRELOFF has served as Executive Vice President, Business
Development, since April 1999. From June 1998 to March 1999, Mr. Kreloff served
as a Senior Managing Partner of USWeb/CKS. From March 1997 to June 1998, he
served as Chairman and Chief Executive Officer of Gray Peak Technologies. From
1995 through March 1997, he served as Vice President, On-line Services Business
Development, and Director of Operations at Bertelsmann AG. From 1988 through
1995, he served as Vice President of Network Services at Credit Suisse First
Boston. Mr. Kreloff holds a B.S. degree in Operations Research (Industrial
Engineering) from Syracuse University.


    DR. RAM CHILLAREGE has served as Executive Vice President, Engineering,
since March 2000. From July 1994 to March 2000, Dr. Chillarege headed the Center
for Software Engineering at the IBM Thomas J. Watson Research Center. Before
founding the Center in 1994, he served as the Manager of Continuous Availability
at IBM Research, beginning in October 1990. Dr. Chillarege originally joined IBM
as a research staff member in 1986. Dr. Chillarege is an Institute of Electrical
and Electronics Engineers (IEEE) Fellow and served as the chair of the IEEE
Software Reliability Engineering Conference held in 1996. He currently serves as
the chairman of the IEEE Charter Committee for Software Reliability Engineering.
Dr. Chillarege holds a Ph.D. degree in Computer Engineering from the University
of Illinois, Urbana-Champaign, a M.E. degree in Automation and a B.E. degree in
Electrical Engineering from the Indian Institute of Science, Bangalore, and a
B.Sc. degree in Physics and Mathematics from the University of Mysore.


    DR. ALLEN BERGER has served as Senior Vice President, General Manager,
FREEAGENT.COM, and as Chief Marketing Officer since April 1999. From May 1994 to
March 1999, Dr. Berger served as a partner and Vice President, Marketing and
Sales, at Cirrus Healthcare Products, a provider of travel health products which
he co-founded. From 1987 to 1994, he served as Chief Executive Officer of North
American Marketing Enterprises, a company specializing in direct marketing to
the packaged goods industry. From 1982 to 1987, he was a Vice President and
General Manager at Nestle Food Co. From 1979 to 1982, he served as Senior
Marketing Director at Gallo Wine Co. From 1967 to 1979, he served as Marketing
Director at Mars, Inc. Dr. Berger holds a Ph.D. degree in Industrial Psychology
from New York University.

    RICHARD MCCANN has served as Senior Vice President and Chief Financial
Officer since August 1999 and as Secretary since February 2000. From June 1998
to July 1999, Mr. McCann served as Finance Partner of USWeb/CKS. From July 1997
to June 1998, he served as the Controller of Gray Peak Technologies. From
January 1993 to July 1997, he worked in the field of public accounting,
specializing in corporate taxation, for the firms of Kahan, Steiger & Co., LLP
and Richard A. Eisner & Co., LLP. Mr. McCann holds a B.S. degree in Business
Management from the University of Vermont and is a certified public accountant.

    WENDY M. PETTY has served as Senior Vice President of Sales since
October 1999. From October 1996 to October 1999, Ms. Petty served in various
senior sales executive positions at Computer Associates International, most
recently as Senior Vice President of Channel Sales. From November 1990 to
October 1996, she held various sales and sales management positions at Cheyenne
Software Inc. While at Cheyenne, Ms. Petty served as Director, North American
Sales, Manager, Corporate Accounts and Western Regional Sales Manager. From 1989
to 1990, she was a consultant to NEC's Computers and Communications division.
From 1987 to 1989, she was the Director of Software Implementations at ENCORE
Systems, a developer of hospitality management software. Ms. Petty holds a B.A.
degree from Fairleigh Dickinson University.

    EDYSE VOGEL has served as Senior Vice President of Operations since
June 1999. From July 1996 to June 1999, Ms. Vogel served as Director of Managed
Services for Bell Atlantic Network Integration at the Pinnacle Alliance, the
technology management unit of J.P. Morgan. From 1985 to 1996, Ms. Vogel served
as the Vice President of front office technology at Credit Suisse First Boston.
From 1976 to 1985, Ms. Vogel served as a Senior Manager of Financial and
Administrative Systems at Revlon Consumer Products Corporation. Ms. Vogel holds
a B.A. degree from Hofstra University and an M.A. degree from Kean College.

                                       72
<PAGE>
    MARY ANNE WALK has served as Senior Vice President, Human Resources since
February 2000. From March 1999 until February 2000, Ms. Walk served as Vice
President, Human Resources at AT&T where she was responsible for global human
resources, policies and practices. From January 1996 until March 1999, she
served as Vice President, Labor Relations and Human Resources Business
Management for AT&T. From August 1992 to January 1996, Ms. Walk served as Human
Resources Vice President for the Business Communications Services Unit of AT&T.
From May 1964 to August 1992, Ms. Walk held various positions at AT&T and
Southwestern Bell Telephone Company. She is currently the Chairman of the Board
of Directors for the Employment Policy Foundation and a member of the Board of
Directors for the Labor Policy Association. Ms. Walk holds a B.S. Degree in
Business Administration from Tarkio College, an M.B.A. in Marketing from
Fairleigh Dickinson University and a M.D. in Management from the Massachusetts
Institute of Technology as a Sloan Fellow.

    ANDREW GRYGIEL has served as Vice President, General Manager of our
Application and Procurement Services Group since February 2000. Prior thereto,
Mr. Grygiel served as Vice President of Product Marketing, Application and
Procurement Services Group, since November 1999. From March 1999 to
October 1999, Mr. Grygiel served as Senior Director, Enterprise Solutions at
Chemdex Corporation. From March 1997 to March 1999, he served as Director,
Industry Marketing, of Documentum Inc., a developer of software for e-commerce
applications. From February 1995 to March 1997, he served as Product Manager of
Hewlett Packard Corporation. From January 1992 to February 1995, he served as
Marketing Manager of Perkin-Elmer Corporation. From 1989 to 1992, he served as
Vice President, Marketing, and co-founder of Analytical Solutions, Inc., a
developer of software for wholesale and retail distribution markets. From 1987
to 1989, he served as Vice President, Information Systems, at National Medical
Services Inc. Mr. Grygiel holds a B.S. degree from Temple University.

    JAMES CANNAVINO has served as a director since January 1999. Mr. Cannavino
is Chief Executive Officer and Chairman of the Board of CyberSafe Corporation, a
developer of software used for security applications. Prior to joining
CyberSafe, Mr. Cannavino served as President and Chief Operating Officer for
Perot Systems Corporation. Until March 1995, he also held a variety of senior
executive positions at IBM, serving as senior vice president for strategy and
development at the time of his departure from IBM. Mr. Cannavino has served as a
member of the IBM Corporate Executive Committee and Worldwide Management Council
and as a member of the board of directors of IBM's Integrated Services and
Solutions Company. He currently serves as Chairman of the Internet Technology
Committee of Computer Concepts and as Chairman of the Board of Softworks, a
provider of enterprise data, storage and performance management products and
services.

    JOHN L. DREW has served as a director since October 1999. Mr. Drew currently
is the Chief Executive Officer of the NetCare Professional Services Division of
Lucent Technologies, and an Executive Vice President of Lucent Technologies.
Mr. Drew joined Lucent in October 1999 following Lucent's acquisition of
International Network Services (INS), a network consulting company, at which
Mr. Drew was the President and Chief Executive Officer. Mr. Drew joined INS in
June 1994 as Vice President of Operations and was promoted to President in
January 1996. During the ten years before he joined INS, he held a variety of
senior executive positions at Unisys Corporation, serving as Vice President and
General Manager for the Network Enabled Systems Integration Business at the time
of his departure. Mr. Drew is also a Director of Linuxcare. Mr. Drew holds a
B.S. degree in Engineering from the U.S. Military Academy at West Point and an
M.S. degree in Business Policy from Columbia University.

    JOHN K. HALVEY has served as a director since September 1999. Mr. Halvey
currently serves as a Senior Vice President at Safeguard Scientifics, Inc., a
holding company focused on acquiring and operating companies in the e-commerce,
e-business and e-communications sectors, where he is in charge of Safeguard's
e-business services operations. Prior to joining Safeguard, Mr. Halvey was a
partner at the law firm of Milbank, Tweed, Hadley & McCloy LLP, where he served
as the head of its Global Technology Transactions Group.

    IRWIN LIEBER has served as a director since January 1999. Mr. Lieber
currently serves as Chairman and Chief Investment Officer of GeoCapital, which
he founded in 1979, and as a director of, or advisor to,

                                       73
<PAGE>
Learonal, Inc., Ariel Corporation, Giga Information Group, Inc. and
ScanSource, Inc. Mr. Lieber has served as President of Wheatley Partners,
L.L.C., the General Partner of Wheatley Partners, L.P., since its inception in
1996. In 1994, he co-founded 21st Century Partnerships, where he currently
serves as a principal. In 1992, he co-founded Applewood, an investment
partnership, where he currently serves as a principal.

    WILLIAM R. NUTI has served as a director since June 1999. Since April 1992,
Mr. Nuti has been employed by Cisco Systems in a variety of positions, most
recently as Senior Vice President responsible for the Europe, Middle East and
Africa Region. From May 1990 to April 1992, he served as a sales manager with
Netrix Corporation, a developer of equipment for integrating voice, data and
video transmission over networks. From May 1988 to April 1990, he was a sales
manager at Network Equipment Technologies. From June 1982 to April 1988, he was
employed in sales and as a senior sales staff member at IBM. Mr. Nuti holds a
B.S. degree in Finance and Economics from Long Island University.

    BARRY RUBENSTEIN has served as a director since January 1999.
Mr. Rubenstein currently serves as President and as a director of InfoMedia
Associates, Ltd., which is a General Partner of the 21st Century Partnerships.
He is also Chief Executive Officer of Wheatley Partners, L.L.C. and the General
Partner of Wheatley Foreign Partners, L.P., Seneca Ventures and Woodland Venture
Fund, each of which is an investment partnership. Mr. Rubenstein was a founder
of Novell, Inc., Applied Digital Data Systems, Inc. and Cheyenne Software, Inc.
Mr. Rubenstein also serves as a director of Infonautics, Inc., The Milbrook
Press, Inc. and Source Media Inc.

    ROGER J. WEISS has served as a director since January 1999. Mr. Weiss was a
founding principal and is currently a Senior Managing Director of Weiss, Peck &
Greer Investments and chairman of all of the firm's mutual funds. Previously, he
was associated with A.G. Becker & Co., Inc. and the law firm of Cleary,
Gottlieb, Steen & Hamilton. He also was of counsel to the law firm of Schulte
Roth & Zabel LLP. Mr. Weiss serves as a trustee fellow of Cornell University and
is a member of the Board of Overseers of the Cornell Medical College and Vice
Chairman of the Investment Committee of Cornell University. Mr. Weiss holds A.B.
and J.D. degrees from Cornell University.

Officers

    Our officers serve at the discretion of the board of directors and hold
office until their successors are duly elected and qualified or until their
earlier resignation or removal. There are no family relationships among any of
our directors or executive officers.

Directors' Terms

    Upon completion of this offering, our board of directors will be divided
into three classes that serve staggered three-year terms as follows:

<TABLE>
<CAPTION>
Class                                  Expiration              Board Member
- -----                                  ----------              ------------
<S>                                    <C>          <C>
Class I..............................     2001      Messrs. Cannavino, Nuti and Lieber
Class II.............................     2002      Messrs. Drew, Halvey and Weiss
Class III............................     2003      Messrs. Horowitz, Miller and
                                                    Rubenstein
</TABLE>

    As a result, approximately one-third of our board of directors will be
elected each year. Each director will hold office until the appropriate annual
meeting of stockholders, as determined by the year of that director's election
to the board of directors, and until his or her successor has been duly elected
and qualified. It is expected that a person nominated by the former stockholders
of PeopleMover will be elected to our board of directors.


    Pursuant to a stockholders agreement, our board of directors has consisted
of nine directors, two of which, Messrs. Rubenstein and Lieber, were designated
by a majority of the holders of our outstanding Series A preferred stock, one of
which, Mr. Halvey, was designated by a majority of the holders of our
outstanding Series B preferred stock, two of which, Messrs. Weiss and Nuti, were
designated by Ari B. Horowitz, two of which, Messrs. Horowitz and Miller, were
designated by a majority of the holders of our


                                       74
<PAGE>

outstanding common stock, and two of which, Messrs. Cannavino and Drew were
designated by the board. The stockholder agreement will terminate upon
consummation of this offering.


Committees of the Board of Directors


    The board of directors established a compensation committee and a stock
option committee in January 1999. The compensation committee reviews and makes
recommendations regarding our compensation policies and forms of compensation
provided to our directors and officers. The compensation committee also reviews
and determines bonuses for our officers and other employees. In addition, the
compensation committee reviews and determines stock-based compensation for our
directors, officers, employees and consultants and administers the 2000 Plan,
1998 Plan and the PeopleMover Plan. Until its dissolution in March 2000, the
stock option committee also reviewed and determined stock-based compensation for
our directors, officers, employees and consultants and administered the 1998
Plan. The members of the compensation committee are Messrs. Weiss and Halvey,
who were appointed on January 20, 1999 and October 21, 1999, respectively. Until
its dissolution, the stock option committee consisted solely of Ari B. Horowitz,
who was appointed on January 20, 1999.



    In March 2000, the board established an audit committee effective upon
completion of this offering. The purpose of the audit committee is to provide
assistance to the board in fulfilling its legal and fiduciary obligations in
matters involving our accounting, auditing, financial reporting, internal
control and legal compliance functions. The audit committee will oversee the
audit efforts of our independent accountants and take those actions it may deem
necessary to satisfy itself that the auditors are independent of management. The
members of the audit committee are Messrs. Cannavino, Nuti and Lieber.


Director Compensation

    Directors do not receive any stated salary for their services as directors
or as members of board committees. However, in its discretion the board of
directors in the future may determine to pay directors a fixed annual fee for
serving as a director and/or a fixed fee and expenses for attendance at each
meeting of the board of directors or committee. Directors have been eligible to
receive stock option grants and stock purchase rights under our 1998 Stock
Option Plan. The following table sets forth information relating to option
grants to our current directors under the plan.

<TABLE>
<CAPTION>
                          Number of                                        Appreciated
Name                       Shares     Exercise Price     Date of Grant      Value(4)
- ----                      ---------   --------------   -----------------   -----------
<S>                       <C>         <C>              <C>                 <C>
James Cannavino (1).....   135,000         $0.83       December 24, 1998   $1,237,950
William R. Nuti (2).....    67,500         $1.85       June 1, 1999        $  550,125
John L. Drew (3)........    67,500         $3.07       October 1, 1999     $  467,775
</TABLE>

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

(1) This option was accelerated and vested and became immediately exercisable on
    December 31, 1999 pursuant to action by the Stock Option Committee.

(2) This option vests ratably on an annual basis over a three-year period and
    are exercisable until the tenth anniversary of the date of grant.

(3) This option was accelerated and vested and became immediately exercisable on
    December 31, 1999 pursuant to action by the Stock Option Committee and was
    exercised in its entirety on January 1, 2000.

(4) Based on an initial public offering price of $10.00 per share less the
    exercise price multiplied by the number of shares of common stock issuable
    upon exercise.


    We have adopted the Opus360 Corporation 2000 Stock Option Plan for
Non-Employee Directors. The following summary of the plan is qualified in its
entirety by reference to the full text of the plan, a copy of which has been
filed as an exhibit to the registration statement of which this prospectus is a
part. Each of our directors who is not our employee or the employee of any of
our subsidiaries and who was not initially elected to the Board, and was not our
employee or the employee of any of our subsidiaries, within the


                                       75
<PAGE>

previous 12 months will, immediately following each annual stockholders meeting,
commencing with the annual meeting in 2001, automatically receive an annual
grant of options to purchase 12,000 shares of our common stock at an exercise
price equal to 100% of the fair market value of our common stock at the date of
grant of the option. Each non-employee director, upon initially joining our
board of directors, will also receive under the plan an initial grant of options
to purchase 12,000 shares of our common stock at an exercise price equal to 100%
of the fair market value of the common stock as of such date. A total of
1,125,000 shares of our common stock have been reserved for issuance under the
plan. Options granted under the plan will vest ratably over a three-year period,
commencing on the first anniversary of the date of grant. The options will vest
upon a change of control.


Compensation Committee Interlocks and Insider Participation

    No member of our compensation committee serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as members of our board of directors or compensation committee.

Executive Compensation

    The following table sets forth information concerning the compensation paid
by us for services rendered for the fiscal year ended December 31, 1999 to our
Chief Executive Officer and our other executive officers whose salary and bonus
exceeded $100,000 during 1999. We did not pay any other executive officer over
$100,000 in annual compensation during 1999.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                 Annual          Long Term
                                                              Compensation      Compensation
                                                              ------------   ------------------
                                                                                 Securities
                                                                 Salary      Underlying Options
Name and Principal Position                                       ($)               (#)
- ---------------------------                                   ------------   ------------------
<S>                                                           <C>            <C>
Ari B. Horowitz(1)..........................................     125,000           750,000
  Chairman and Chief Executive Officer

Carlos B. Cashman...........................................     100,000                --
  Chief Technology Officer

Allen Berger................................................     100,000           367,500
  Senior Vice President and Chief Marketing Officer
</TABLE>

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

(1) Mr. Horowitz also served as our President from November 1999 through January
    2000. Effective February 1, 2000, Mr. Horowitz's annual base salary was
    increased to $250,000.

                                       76
<PAGE>
          Option Grants During the Fiscal Year Ended December 31, 1999

    The following table sets forth information concerning grants of options to
purchase shares of common stock to each of the officers named in the summary
compensation table above during the fiscal year ended December 31, 1999.

<TABLE>
<CAPTION>
                                            Percentage of
                                            Total Options                                Potential Realizable Value at Assumed
                           Number of         Granted to                               Annual Rates of Stock Price Appreciation for
                           Securities         Employees     Exercise                                Option Term (3)
                       Underlying Options      During       Price per   Expiration   ----------------------------------------------
Name                      Granted (1)          Period       Share(2)       Date          0%               5%               10%
- ----                   ------------------   -------------   ---------   ----------   -----------      -----------      ------------
<S>                    <C>                  <C>             <C>         <C>          <C>              <C>              <C>
Ari B. Horowitz......        750,000             17.2%        $0.37        4/1/04     7,222,500        9,294,612        11,801,325
Carlos B. Cashman....             --               --            --            --
Allen Berger.........        367,500              8.4%        $0.33       4/13/09     3,553,725        5,864,913         9,410,729
</TABLE>

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

(1) These options were granted under the 1998 Plan and vest over a four-year
    period, with 25% of the related option shares vesting at the one-year
    anniversary of the date of grant and the remaining option shares vesting in
    equal monthly installments over the next 36 months. These options are
    exercisable as to vested shares for five years from the date of grant in the
    case of Mr. Horowitz and 10 years from the date of grant in the case of Mr.
    Berger. The options will vest and become immediately exercisable upon a
    change of control. Options to purchase 270,000 shares of common stock
    granted to Mr. Horowitz will vest immediately upon the completion of this
    offering.

(2) Mr. Horowitz's options are incentive stock options and the exercise price is
    equal to 110% of the fair market value on the date of grant which our board
    of directors determined to be $0.33 or less. In determining the fair market
    value of common stock for these options granted in April 1999, the board
    considered the fact that we did not have any revenues, that our activities
    consisted primarily of developing and testing our Internet-based services,
    capital raising activities and building corporate infrastructure, that we
    were experiencing significant operating losses primarily due to the
    substantial costs incurred in order to develop our products and services,
    that we were still formulating our application strategy and had not yet
    developed an internal working model of OPUSRM, that we were facing liquidity
    problems and continually seeking financing in order to fund our business and
    that our common stock was extremely illiquid.

(3) These amounts represent hypothetical gains that could be achieved if those
    options are exercised at the end of the option term. These gains are based
    on assumed rates of stock price appreciation of 0%, 5% and 10% compounded
    annually from the date the respective options were granted to their
    expiration dates, based upon an assumed initial public offering price of
    $10.00 per share. These assumptions are not intended to forecast future
    appreciation of our stock price. Actual gains, if any, on stock option
    exercises are dependent on the future performance of our common stock and
    overall market conditions. The potential realizable value computation does
    not take into account federal or state income tax consequences of option
    exercises or sales of appreciated stock.

                     Option Values as of December 31, 1999

    The following table sets forth information concerning the options held by
each of the officers named in the above summary compensation table.

<TABLE>
<CAPTION>
                                                             Number of Securities
                                                            Underlying Unexercised         Value of Unexercised
                               Shares                               Options                in-the-Money Options
                              Acquired                       at December 31, 1999        at December 31, 1999 (1)
                                 on           Value       ---------------------------   ---------------------------
Name                        Exercise (#)   Realized ($)   Exercisable   Unexercisable   Exercisable   Unexercisable
- ----                        ------------   ------------   -----------   -------------   -----------   -------------
<S>                         <C>            <C>            <C>           <C>             <C>           <C>
Ari B. Horowitz(2)........          --             --            --        750,000            --         7,222,500
Carlos B. Cashman.........          --             --            --             --            --                --
Allen Berger..............          --             --            --        367,500            --         3,553,725
</TABLE>

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

(1) The information set forth in these columns is based on an assumed initial
    public offering price of $10.00 per share, less the exercise price,
    multiplied by the number of shares underlying the option.

                                       77
<PAGE>
(2) Options to purchase 270,000 shares granted to Mr. Horowitz will become
    immediately exercisable upon the completion of this offering.

Employment and Repurchase Agreements


    We have entered into employment agreements with Ari B. Horowitz, our
Chairman and Chief Executive Officer, Richard S. Miller, our President and Chief
Operating Officer, Carlos B. Cashman, our Chief Technology Officer, Ram
Chillarege, our Executive Vice President, Engineering, and Allen Berger, our
Senior Vice President and Chief Marketing Officer. Our employment agreements
with Messrs. Horowitz, Miller, Cashman, Chillarege and Berger provide for annual
base salaries of $150,000, $250,000, $125,000, $250,000 and $150,000,
respectively. Effective February 1, 2000, our board increased Mr. Horowitz's
annual base salary to $250,000. These executive officers may also receive
discretionary bonuses as determined by our Compensation Committee.


    Our employment agreements with these executive officers generally provide
for three-year terms of employment that are automatically renewable for
successive one-year terms unless either party to the agreement gives the other
prior written notice of non-renewal. Each agreement specifies the compensation
payable by us if the officer's employment with us terminates. In the case of
Mr. Horowitz, if his employment with us is terminated for any reason other than
termination by us for cause or his resignation without good reason, he, or his
legal representatives, shall be entitled to continue to receive his salary and
benefits for a period of two years after the date of termination and his options
shall vest and become immediately exercisable. In the event of a change of
control, Mr. Horowitz's options shall also vest and become immediately
exercisable. In the case of Mr. Cashman, if his employment with us is terminated
by us without cause or because he resigns with good reason, he, or his legal
representatives, shall be entitled to continue to receive his salary and
benefits for a period of one year after the date of termination and our right to
repurchase any shares of common stock subject to vesting and held by Mr. Cashman
or his transferees shall lapse. If Mr. Cashman's employment with us is
terminated by us by reason of his disability or due to his death, he, or his
legal representatives, shall be entitled to continue to receive his salary and
benefits for a period of three months after the date of termination and our
right to repurchase any shares of common stock subject to vesting and held by
Mr. Cashman or his transferees shall lapse. In the case of Mr. Berger, if his
employment with us is terminated without cause or because he resigns with good
reason, he, or his legal representative, shall be entitled to continue to
receive his salary and benefits for a period of one year after the date of
termination. If Mr. Berger's employment with us is terminated by us by reason of
his disability or due to his death, he, or his legal representatives, shall be
entitled to continue to receive his salary for a period of three months after
the date of termination. In the event Mr. Berger's employment with us is
terminated by us without cause, or because he resigns with good reason, a
portion of any then unvested options that Mr. Berger holds on the date of his
termination will vest and become immediately exercisable, such number of shares
being equal to the number of shares that would have been vested and become
exercisable as of the first anniversary of his termination.


    Mr. Miller is employed under an employment agreement that expires on
January 31, 2003. Under the agreement, Mr. Miller's base salary is $250,000,
with an annual increase at the discretion of our board of directors. Mr. Miller
is eligible to receive an annual bonus of no less than $100,000 during each
calendar year of his employment period based upon his achievement of performance
criteria mutually agreed upon by Mr. Miller and us. In addition, we have granted
to Mr. Miller options to purchase up to 1,507,500 shares of our common stock.
Options to purchase 32,918 shares have an exercise price of $9.11 per share.
Options to purchase 900,000 shares have an exercise price of $2.67 per share and
options to purchase 574,582 shares have an exercise price of $8.00 per share.
Moreover, at least once each year commencing in 2001, we will consider
Mr. Miller for future annual or other grants of stock options and other equity
awards. If we terminate Mr. Miller's employment pursuant to an involuntary
termination or for poor or incompetent performance, he, or his legal
representatives, shall receive his salary and benefits for a period of
12 months and shall be credited with one additional year of employment for
purposes of calculating his vested interest in his options and any other equity
awards granted to him during his employment period with us. If Mr. Miller's


                                       78
<PAGE>

employment is terminated by us without cause or by Mr. Miller with good reason,
he, or his legal representatives, shall be entitled to continue to receive his
salary and benefits for a period lasting the longer of 12 months or the
remainder of his employment period and shall become fully vested in all of his
options and any other equity awards granted to him during his employment period
with us.



    Dr. Chillarege is employed under an employment agreement that expires on
March 24, 2003. Under the agreement, Dr. Chillarege's base salary is $250,000,
with an annual increase at the discretion of our board of directors.
Dr. Chillarege is eligible to receive an annual bonus of no less than $100,000
during each calendar year of his employment period based upon his achievement of
performance criteria mutually agreed upon by Dr. Chillarege and us. In addition,
we have granted to Dr. Chillarege options to purchase up to 500,000 shares of
our common stock. Options to purchase 250,000 shares have an exercise price of
$5.00 per share and options to purchase 250,000 shares have an exercise price of
$10.00 per share. Moreover, at least once a year commencing in 2001, we will
consider Dr. Chillarege for future annual or other grants of stock options and
other equity awards. If we terminate Dr. Chillarege's employment in an
involuntary termination or for poor or incompetent performance, he, or his legal
representatives, shall receive his salary and benefits for a period of 12 months
and shall be credited with one additional year of employment for purposes of
calculating his vested interest in his options and any other equity awards
granted to him during his employment period with us. If Dr. Chillarege's
employment is terminated by us without cause or by Dr. Chillarege with good
reason, he, or his legal representatives, shall be entitled to continue to
receive his salary and benefits for a period lasting the longer of 12 months or
the remainder of his employment period and shall become fully vested in all of
his options and any other equity awards granted to him during his employment
period with us.



    Our employment agreements with Messrs. Horowitz, Miller, Cashman, Chillarege
and Berger contain non-compete provisions that restrict them from competing
against us for specified time periods. If Mr. Horowitz's employment with us is
terminated for any reason during the term of his employment with us, he cannot
compete with us for two years following the date of termination. In the case of
Messrs. Miller, Cashman, Chillarege and Berger, they cannot compete with us for
one year following the termination of their employment with us.



    On March 23, 2000, Mr. Miller exercised options to purchase 300,000 shares
of our common stock at an exercise price of $2.67 per share. In connection with
Mr. Miller's exercise of these options, we loaned him $1,538,000, at an interest
rate of 7% per annum, compounded annually. The term of the loan is three years,
subject to acceleration upon the occurrence of an event of default, including,
the termination of Mr. Miller's employment with us for any reason whatsoever.
The loan funded $790,000 of the purchase price of $800,000 paid by Mr. Miller in
connection with his exercise of the options and $748,000 of the federal and
state withholding taxes arising as a result of the exercise. Mr. Miller paid the
remaining $10,000 of the purchase price. In connection with our loan to him, Mr.
Miller pledged the 300,000 shares to us as collateral security for the repayment
in full of the loan to us.


    Mr. Cashman has entered into a share repurchase agreement with us. The
agreement provides that the 1,100,000 shares of Common Stock held by him when he
entered into the agreement shall be subject to vesting during 2000, with the
shares vesting in equal monthly installments over the year. If Mr. Cashman's
employment with us is terminated for any reason, the shares of Common Stock
which are not then vested shall cease to vest and all or any portion of the then
unvested shares shall be subject to repurchase by us for 360 days after the date
of termination at the price per share originally paid by Mr. Cashman for them.

    Mr. Cashman may transfer all or any portion of the shares of Common Stock
subject to vesting and repurchase by us, if the transferee of the shares agrees
that the shares being transferred shall continue to be subject to vesting and
repurchase by us. Mr. Cashman's employment agreement with us provides for the
immediate vesting of all unvested shares of Common Stock and the lapse of our
repurchase rights with respect to the shares if his employment with us is
terminated under the circumstances described therein.

                                       79
<PAGE>

1998 Stock Option Plan



    As of March 25, 2000, 5,717,158 shares of common stock were issuable upon
the exercise of outstanding options granted under the 1998 Plan at a weighted
average exercise price of $2.09. At that date, 252,996 shares of common stock
had been issued upon the exercise of options granted under the 1998 Plan. Except
for the shares of our common stock issuable upon the exercise of outstanding
options granted under the 1998 Plan, no further shares may be granted under the
1998 Plan.



    The 1998 Plan may be administered by the board of directors or a committee
appointed by the board of directors to administer the 1998 Plan. The
administrator has the authority, among other things, to reduce the exercise
price of any option to the then current fair market value of the common stock.



    Outstanding stock options granted under the 1998 Plan were granted to
employees and directors of, and consultants to, Opus360 and its subsidiaries.
These options consist of nonqualified options and incentive stock options. These
options have terms of not more than ten years and, in the case of incentive
stock options granted to persons owning stock that represents more than 10% of
the total combined voting power of all classes of stock of Opus360, terms of
five or less years. After the termination of an optionee's employment,
directorship or consulting relationship with Opus360, the optionee's vested
stock options shall remain exercisable for specified time periods but not
exceeding the applicable option terms and, in the absence of any specified time
periods, for time periods which vary based on whether the termination occurs as
a result of death, disability or otherwise. The exercise prices of all incentive
stock options equal at least the fair market value of the common stock at the
time of grant, except in the case of incentive stock options granted to persons
owning stock that represents more than 10% of the total combined voting power of
all classes of the outstanding capital stock of Opus360, in which case the
exercise price equals at least 110% of the fair market value of the common stock
at the time of grant.



    Options granted under the 1998 Plan are generally not transferable, although
the administrator has the discretion to allow their transferability. In the
event of a merger or consolidation of Opus360 with or into another corporation
where the successor corporation issues its securities to Opus360 stockholders or
the sale of all or substantially of Opus360's assets, each outstanding option
and stock purchase right shall be assumed or an equivalent option or stock
purchase right shall be substituted by the successor corporation. If the
successor corporation refuses to assume outstanding options, or make
substitutions for them, each unvested option or stock purchase right shall fully
vest and be exercisable. In the event of a proposed liquidation or dissolution,
the administrator may provide that each outstanding option or stock purchase
right granted under the 1998 Plan shall be exercisable and any Opus360
repurchase right applicable to such option or right shall lapse, provided the
proposed liquidation or dissolution occurs as contemplated.


2000 Stock Option Plan


    Our 2000 Plan serves as the successor to our 1998 Plan. We have reserved
7,500,000 shares of our common stock for issuance under this plan, plus an
additional 179,847 shares of our common stock, representing the number of shares
of our common stock which remained available for future issuance under the 1998
Plan at the time of its termination. In addition, any shares issued under the
1998 Plan that are forfeited to or repurchased by us or that are issuable upon
exercise of options that expire or become unexercisable for any reason without
having been exercised in full will be available for grant and issuance under our
2000 Plan. Shares will again be available for grant and issuance under our 2000
Plan that are subject to issuance upon exercise of an option granted under our
2000 Plan that cease to be subject to the option for any reason other than
exercise of the option, or have been issued upon the exercise of an option
granted under our 2000 Plan that are subsequently forfeited or repurchased by us
at the original purchase price.


    On each January 1, the aggregate number of shares reserved for issuance
under our 2000 Plan will increase automatically by a number of shares equal to
5.0% of our outstanding shares on December 31 of the preceding year.

                                       80
<PAGE>

    Our 2000 Plan terminates ten years from the date our board of directors
approved the plan, unless it is terminated earlier by our board of directors.
The plan authorizes the award of options.



    Our 2000 Plan is administered by our compensation committee. The
compensation committee has the authority to construe and interpret the plan,
make option grants and make all other determinations necessary or advisable for
the administration of the plan.



    Our 2000 Plan provides for the grant of both incentive stock options that
qualify under Section 422 of the Internal Revenue Code and nonqualified stock
options. Incentive stock options are available for grant only to our employees
or employees of our subsidiaries. All nonqualified options are available for
grant to our employees, officers, directors and consultants or of any of our
subsidiaries. The exercise price of incentive stock options will be at least
equal to the fair market value of our common stock on the date of grant. The
exercise price of incentive stock options granted to 10% stockholders will be at
least equal to 110% of that value.



    Options granted under the 2000 Plan may be exercisable only as they vest or
may be immediately exercisable with the shares issued subject to a right of
repurchase by us that lapses as the shares vest. In general, outstanding options
will vest over a four-year period. The maximum term of options granted under our
2000 Plan may not exceed ten years.



    Options granted under our 2000 Plan may not be transferable in any manner
other than by will or by the laws of descent and distribution. They may be
exercisable only by the optionee during his or her lifetime. The compensation
committee is authorized to determine otherwise and provide for alternative
provisions in option agreements with respect to nonqualified options. Options
granted under our 2000 Plan generally are exercisable for a period of time after
the termination of the optionee's service to us or any of our subsidiaries.
Options under our 2000 Plan generally terminate immediately upon termination of
employment for cause.



    Options to purchase 2,863,563 shares of our common stock were granted in
February and March 2000 under the 2000 Plan, of which options to purchase
1,500,000 shares were granted to our executive officers, including options to
purchase 960,000 shares to Mr. Horowitz, options to purchase 150,000 shares to
Mr. Miller and options to purchase 30,000 shares to Mr. Chillarege. The exercise
price of these options is $10.00 per share except that Mr. Horowitz's exercise
price is $11.00 per share for 18,180 of the shares subject to his option.


Employee Stock Purchase Plan

    Our 2000 Employee Stock Purchase Plan will become effective on the first day
on which price quotations are available for our common stock on the Nasdaq
National Market. We have initially reserved 2,250,000 shares of our common stock
under this plan. On each January 1, the aggregate number of shares reserved for
issuance under the Stock Purchase Plan will increase automatically by a number
of shares equal to 1.0% of our outstanding shares on December 31 of the
preceding year. Our board of directors or compensation committee may reduce the
amount of the increase in any particular year. The aggregate number of shares
reserved for issuance under the Stock Purchase Plan may not exceed 15,000,000
shares.

    The Stock Purchase Plan will be administered by our compensation committee.
Our compensation committee will have the authority to construe and interpret the
plan, and its decisions will be final and binding.

    Employees generally will be eligible to participate in the Stock Purchase
Plan if they are employed before the beginning of the applicable offering
period, are customarily employed by us, or any subsidiaries that we designate,
for 20 hours or more per week and more than five months in a calendar year and
are not, and would not become as a result of being granted an option under the
plan, 5% stockholders of us or our designated subsidiaries. Participation in the
Stock Purchase Plan will end automatically upon termination of employment for
any reason.

                                       81
<PAGE>
    Under the Stock Purchase Plan, eligible employees will be permitted to
acquire shares of our common stock through payroll deductions. Eligible
employees may select a rate of payroll deduction between 1% and 15% of their
compensation and are subject to maximum purchase limitations.

    Except for the first offering period, each offering period under the Stock
Purchase Plan will be for two years and consist of four six-month purchase
periods. The first offering period is expected to begin on the first business
day on which price quotations for our common stock are available on the Nasdaq
National Market. Offering periods and purchase periods will begin on May 1 and
November 1 of each year. However, because the first day on which price
quotations for our common stock will be available on the Nasdaq National Market
may not be May 1 or November 1, the length of the first offering period may be
more or less than two years, and the length of the first purchase period may be
more or less than six months.


    The Stock Purchase Plan will provide that the purchase price for our common
stock purchased under the plan will be 85% of the lesser of the fair market
value of our common stock on the first day of the applicable offering period or
the last day of the applicable purchase period. The compensation committee will
have the power to change the offering dates, purchase dates and durations of
offering periods without stockholder approval, if the change is announced prior
to the beginning of the affected date or offering period.



    The Stock Purchase Plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code. The plan will
terminate 10 years from the date of the adoption of the plan by our board of
directors, unless it is terminated earlier under the terms of the plan. The
board will have the authority to amend, terminate or extend the term of the
plan, except that no action may adversely affect any outstanding options
previously granted under the plan.


    Except for the automatic annual increase of shares described above,
stockholder approval will be required to increase the number of shares that may
be issued or to change the terms of eligibility under the Stock Purchase Plan.
The board will be able to make amendments to the plan as it determines to be
advisable if the financial accounting treatment for the plan is different from
the financial accounting treatment in effect on the date the plan was adopted by
the board.

                                       82
<PAGE>
PeopleMover 1999 Stock Incentive Plan


    Upon our acquisition of PeopleMover, we assumed the options granted under
the PeopleMover 1999 Stock Incentive Plan. As part of the acquisition, all stock
options outstanding under the PeopleMover Plan to purchase shares of common
stock of PeopleMover were converted into options, a portion of which are subject
to vesting periods, to purchase up to 1,032,606 shares of our common stock from
us, after giving effect to forfeitures and exercises since the date of the
acquisition. These options were issued to employees of PeopleMover. The maximum
term of these options is ten years. Except for the shares of our common stock
issuable upon the exercise of these options, no further shares may be granted
under the PeopleMover Plan.


    The PeopleMover Plan may be administered by our board of directors or a
committee approved by our board of directors to administer the PeopleMover Plan.
The administrator has the authority, among other things, to reduce the exercise
price of any option outstanding under the PeopleMover Plan to not less than 85%
of the fair market value of our common stock on the date of the grant of the
option.

                                       83
<PAGE>
                           RELATED PARTY TRANSACTIONS

Issuances of Shares and Warrants

    From time to time we have issued and sold shares of our common stock,
preferred stock and warrants to purchase common stock to our employees,
directors and stockholders known to us to beneficially own more than 5% of our
common stock as follows:

    In December 1998, we sold shares of our common stock to our executive
officers, as follows:

<TABLE>
<CAPTION>
                                                           Number     Purchase Price   Appreciated
Name                                    Title             of Shares     Per Share       Value(1)
- ----                         ---------------------------  ---------   --------------   -----------
<S>                          <C>                          <C>         <C>              <C>
Ari B. Horowitz............  Chairman and Chief           3,000,000       $0.03        $29,910,000
                             Executive Officer
Carlos B. Cashman..........  Chief Technology Officer     1,500,000        0.03         14,955,000
Shawn Kreloff..............  Executive Vice President,    1,500,000        0.03         14,955,000
                             Business Development
Richard McCann.............  Senior Vice President and      187,500        0.13          1,850,625
                             Chief Financial Officer
</TABLE>

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

(1) Based on an assumed initial public offering price of $10.00 per share.

    In connection with the purchase by Mr. Horowitz, we loaned him $100,000 at
an interest rate of 7% per annum, compounded annually. Mr. Horowitz repaid his
loan in full in April 1999. We also loaned Mr. Horowitz $20,000 in September
1999 in connection with his purchase of 85,715 shares of common stock from a
former employee. The rate of interest on this loan is 7%. The loan remained
outstanding on December 31, 1999 and is payable on demand.

    In December 1998, in connection with our Series A preferred stock financing,
we also granted warrants to purchase an aggregate of 852,000 shares of our
common stock prior to December 24, 2005 at an exercise price of $0.83 per share.
The following table summarizes the warrants issued to executive officers,
directors or their affiliates or immediate family members.

<TABLE>
<CAPTION>
                                                                                         Appreciated
Name                                     Relationship to Opus360    Number of Warrants    Value(2)
- ----                                   ---------------------------  ------------------   -----------
<S>                                    <C>                          <C>                  <C>
Irwin Lieber.........................  Director                           240,000        $2,200,800
Barry Rubenstein.....................  Director                           240,000         2,200,800
Roger J. Weiss.......................  Director                            90,000(1)        825,300
Leonard Horowitz.....................  Father of Ari B. Horowitz           30,000           275,100
Gerald Cashman.......................  Father of Carlos B. Cashman         12,000           110,040
</TABLE>

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

(1) Shares purchased by a partnership of which Mr. Weiss is the general partner.

(2) Based on an assumed initial public offering price of $10.00 per share less
    the exercise price of the warrants, multiplied by the number of shares of
    common stock issuable upon exercise.

The warrants issued to Messrs. Lieber, Rubenstein and Horowitz and to the
affiliated partnership of Mr. Weiss were exercised in January, 2000.

    In September 1998, we entered into a software conveyance agreement with
USWeb whereby USWeb assigned rights it held to internally developed software
with a market value of $95,120 to us in exchange for 407,657 shares of common
stock that were issued on December 24, 1998. From June 1998 to March 1999, Ari
B. Horowitz served as a Senior Managing Partner of USWeb and Shawn Kreloff
served as a Senior Managing Partner of USWeb. From June 1998 to July 1999,
Richard McCann served as a Finance Partner of USWeb. We believe that this
transaction was on terms no less favorable to us than those that would have been
available to us in an arm's-length transaction with an unaffiliated party.

    Between December 1998 and April 1999, we sold an aggregate of 8,284,000
shares of our Series A Preferred Stock at a price of $1.25 per share in a
private placement. In September and October of 1999, we sold an aggregate of
8,676,727 shares of our Series B preferred stock at a price of $4.61 per share
in a

                                       84
<PAGE>
private placement. The following table summarizes the shares of preferred stock
purchased by our executive officers, directors and 5% stockholders or their
affiliates or family members.


<TABLE>
<CAPTION>
                                                                                    Appreciated
Name                           Relationship to Opus360    Series A     Series B       Value(4)
- ----                         ---------------------------  ---------   -----------   ------------
<S>                          <C>                          <C>         <C>           <C>
Wheatley Partners, LLC(1)    5% stockholder and           1,600,000       433,839   $ 26,507,588
                             affiliate of Barry
                             Rubenstein and Irwin
                             Lieber, two of our
                             directors
Seneca Ventures              Affiliate of Mr.               160,000        43,384      2,650,760
                             Rubenstein, one of our
                             directors
Woodland Venture Fund        Affiliate of Mr.               160,000        43,384      2,650,760
                             Rubenstein, one of our
                             directors
Barry Rubenstein             Director                       160,000        43,384      2,650,760
Irwin Lieber                 Director                     200,000(2)       32,537      3,088,059
G&R Partnership, L.P.        Affiliate of Roger J.          100,000        75,921      2,163,819
                             Weiss, one of our directors
CrossPoint Venture           5% stockholder               1,600,000     1,084,598(3)   33,268,973
  Partners, L.P.
Various family members of    Mr. McCann is our Senior        80,000        31,452      1,426,786
  Richard McCann             Vice President and Chief
                             Financial Officer
Entities affiliated with     5% stockholder; Mr. Halvey,    800,000     2,819,955     40,299,332
  Safeguard Scientific,      one of our directors, is a
  Inc.                       Senior Vice President of
                             Safeguard
John L. Drew                 Director                            --       216,919      2,253,788
Applegreen Partners          Entity in which family              --        10,845        112,680
                             members of Mr. Lieber, one
                             of our directors, are
                             affiliated
Gerald Cashman               Father of Carlos Cashman,        8,000            --        110,000
                             our Chief Technology
                             Officer
Leonard Horowitz             Father of Ari B. Horowitz,      20,000         5,422        331,335
                             our Chairman and Chief
                             Executive Officer
Various trusts and family    Mr. Weiss is one of our             --        55,313        574,702
  members of Roger J. Weiss  directors
</TABLE>


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

(1) Shares purchased by two partnerships of which Wheatley Partners, LLC is the
    general partner.

(2) Includes shares sold to Mr. Lieber's family members.

(3) Shares purchased by partnerships of which CrossPoint Venture Partners, L.P.
    is the general partner.

(4) Represents the appreciated value of the underlying common stock based on an
    assumed initial public offering price of $10.00 per share, multiplied by the
    number of shares of common stock issuable upon conversion.

    Each share of Series A preferred stock and Series B preferred stock
automatically converts into 1.5 shares of our common stock upon consummation of
this offering.

CyberSafe License Agreement

    In August 1999, we entered into a license agreement with CyberSafe
Corporation under which we granted a license to CyberSafe to use OPUSRM in
object code form and only for use in CyberSafe's internal business. James
Cannavino, a member of our board, is the Chairman and Chief Executive Officer of
CyberSafe. Under this license agreement, we agreed that up to 15 concurrent
users of CyberSafe will be permitted to have access to a version of OPUSRM we
provided to early adopters of OPUSRM during the period

                                       85
<PAGE>
from August 1999 until the earlier of February 15, 2000 and our release to
CyberSafe of the production version of OPUSRM in exchange for CyberSafe's
performance of promotional services for us, such as representatives speaking at
tradeshows, serving as a spokesman and providing favorable references to our
potential partners or customers. CyberSafe's access to the production version of
OPUSRM will end on August 14, 2002. In addition, we perform consulting services
for CyberSafe at hourly rates of $200 or $250 per hour, depending upon the
experience level of our staff members that provide these services. We believe
that the terms of our license agreement with CyberSafe is on terms no less
favorable to us than those that would have been available to us in an
arm's-length transaction with an unaffiliated party.

USWeb Agreements

    From October 1998 until November 1999, USWeb provided us with consulting,
software development and related services for which we paid USWeb, one of our
stockholders, approximately $1.2 million.

    In April 1999, we subleased approximately 6,933 square feet in the building
located at 733 Third Avenue, New York, New York for the period from April 1999
through August 1999 from USWeb for monthly rental payments of $25,000. The total
amount paid to USWeb during 1999 under the lease was $190,000. This agreement
terminated when we entered into a lease agreement with the owner of the building
with respect to the same office.

    We believe that the terms of the consulting and software development
arrangement and the lease with USWeb were on terms no less favorable to us than
those that would have been available to us in an arm's-length transaction with
an unaffiliated party.

Investment Advisory Agreement with Weiss, Peck & Greer

    In September 1999, we entered into an investment advisory agreement with
Weiss, Peck & Greer. Roger J. Weiss, a member of our board, is a Senior Managing
Director of Weiss, Peck & Greer. Under the agreement, Weiss, Peck & Greer acts
as the investment manager of our portfolio of short-term investments. See Note
1(f) of Notes to our Consolidated Financial Statements. During 1999, we obtained
services from Weiss, Peck & Greer having an aggregate cost of approximately
$22,000 under the agreement. We believe the terms of this agreement are on terms
no less favorable to us than those that would have been available in an
arm's-length transaction with an unaffiliated third party.

Lucent Agreement

    In February 2000, we entered into a three-year strategic relationship with
Lucent. John L. Drew, a member of our board, is the Chief Executive Officer of
the NetCare Professional Services Division of Lucent and an Executive Vice
President of Lucent. Our strategic relationship with Lucent requires Lucent to
use its reasonable best efforts to cause free agents who provide services to
Lucent's NetCare Division to become registered users of FREEAGENT.COM, post
their E.PORTFOLIOS on FREEAGENT.COM and purchase FREEAGENT E.OFFICE services. In
turn, we are required to offer these free agents our FREE AGENT E.OFFICE
services and to provide Lucent with consolidated billing services for all
services provided by these free agents to Lucent's NetCare Division. As part of
this relationship, Lucent has agreed to list projects on OPUS XCHANGE which
require the services of professionals with information technology expertise and
to use OPUSRM to manage each of Lucent's information technology employee
resources entered into the OPUSRM database. We have agreed to provide to Lucent
set-up and implementation services for OPUS XCHANGE and OPUSRM.

    In conjunction with our entry into a strategic relationship with Lucent, we
issued to Lucent two warrants to purchase shares of our common stock. The first
warrant entitles Lucent to purchase up to 225,000 shares of our common stock at
the exercise price of $3.33 per share for one year from the date of grant,
subject to extension if this offering does not close by March 31, 2000. In
connection with the granting of the first warrant to Lucent, we recorded
deferred costs of approximately $1.3 million, regarding the fair market value of
the warrant calculated using the Black-Scholes option-pricing model which will
be amortized over two years. The second warrant will be exercisable for a
three-year period commencing on the 240th day after the effective date of the
registration statement of which this prospectus is a part. The exercise price of
the second warrant is equal to the average market price of our common stock
during the 10 trading days immediately

                                       86
<PAGE>
preceding the date the warrant first becomes exercisable. The number of shares
issuable upon the exercise of the second warrant will be determined by dividing
$2,655,000 by the present value of a warrant to purchase one share of our common
stock, as determined by the Black-Scholes option-pricing model, with the strike
price and the market price assumed to be the actual exercise price and the
volatility rate assumed to be 100%. We believe that the terms of our strategic
relationship with Lucent and the warrants are on terms no less favorable to us
than those that would have been available to us in an arm's-length transaction
with an unaffiliated party.

Legal Services

    Since our inception, Leonard Horowitz, the father of Ari B. Horowitz, our
Chairman of the Board and Chief Executive Officer, has provided us with legal
services. For these legal services, we paid Mr. Horowitz approximately $36,000
in 1998 and $107,000 in 1999. We believe that fees paid to Mr. Horowitz for
legal services were no less favorable to us than those we could have obtained in
an arm's-length transaction with an unaffiliated party.

                                       87
<PAGE>
                       PRINCIPAL AND SELLING STOCKHOLDERS


    The following table sets forth information with respect to the beneficial
ownership of common stock as of March 1, 2000 and as adjusted to reflect the
sale of the shares of common stock offered by us in this offering and the
concurrent placement for:


    - each person or entity known by us to beneficially own more than 5% of the
      common stock;

    - each executive officer named in the summary compensation table;

    - each of our directors; and

    - all executive officers and directors as a group.


    Beneficial ownership is determined in accordance with the rules of the SEC.
Under the rules of the SEC, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to
vote or to direct the voting of such security, or investment power, which
includes the power to dispose of or to direct the disposition of such security.
A person is also deemed to be a beneficial owner of any securities of which that
person has a right to acquire beneficial ownership within 60 days, including
warrants and options. The number of shares of common stock outstanding used in
calculating the percentage for each listed person includes the shares of common
stock underlying options or warrants held by such person that are exercisable
within 60 days of March 1, 2000, but excludes shares of common stock underlying
options or warrants held by any other person.


    Except in cases where community property laws apply or as indicated by
footnote, the persons named in the table below have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by
them.


    Percentage of beneficial ownership is based on 40,390,691 shares of common
stock outstanding as of March 1, 2000 assuming the conversion of all of our
outstanding shares of preferred stock, and 49,780,805 shares of common stock
outstanding after completion of this offering. The table assumes that the
underwriters' over-allotment option is not exercised and excludes any shares
purchased in this offering by the respective beneficial owners, including any
shares offered in the Safeguard Subscription Program. Beneficial ownership after
the offering and the concurrent placement assumes that 1,505,376 shares are sold
to Dell USA in the concurrent placement based on an assumed initial public
offering price of $10.00 per share.


                                       88
<PAGE>

<TABLE>
<CAPTION>
                                                Beneficial Ownership Before Offering
                                   ---------------------------------------------------------------
                                                     Common Stock
                                                      Underlying
                                                     Options and
                                                       Warrants
                                                     Exercisable      Total Owned                                  Total Owned
                                    Common Stock      Within 60        Prior to                      Shares to        After
Name of Beneficial Owner            Outstanding          Days          Offering       Percentage     be Offered     Offering
- ------------------------           --------------   --------------   -------------   -------------   ----------   -------------
<S>                                <C>              <C>              <C>             <C>             <C>          <C>
CrossPoint Venture Partners           4,026,896               --       4,026,896               9.9%                 4,026,896
  L.P.(1)
  18552 MacArthur Boulevard,
  Suite 400
  Irvine, California 92612
Safeguard Scientifics, Inc.(2)        5,429,931               --       5,429,931              13.4%   700,000       4,729,931
  800 The Safeguard Building
  435 Devon Park Drive
  Wayne, Pennsylvania 19087-1945
Wheatley Partners, L.L.C. (3)         3,050,758               --       3,050,758               7.6%                 3,050,758
  80 Cuttermill Road, Suite 311
  Great Neck, New York 11021
Ari B. Horowitz..................     3,235,716          270,000(10)   3,505,716               8.6%                 3,505,716
Richard S. Miller................            --               --         300,000(4)        *                          300,000
Carlos B. Cashman................     1,650,000               --       1,650,000               4.1%                 1,650,000
Allen Berger.....................            --               --              --              --                           --
James Cannavino..................            --          135,000         135,000               *                      135,000
John L. Drew(5)..................       392,878                          392,878               1.0%                   392,878
John K. Halvey(6)................            --               --              --              --                           --
Irwin Lieber(7)..................     3,399,563                        3,399,563               8.4%                 3,399,563
William R. Nuti..................            --               --              --              --                           --
Barry Rubenstein(8)..............     4,205,986                        4,205,986              10.4%                 4,205,986
Roger J. Weiss...................       353,881(9)                       353,881           *                          353,881
All executive officers and
  directors as a group
  (18 persons)(12)...............    12,024,766        1,030,000(11)  13,054,766              31.5%                13,054,766

<CAPTION>

                                     Beneficial
                                   Ownership After
Name of Beneficial Owner              Offering
- ------------------------           ---------------
<S>                                <C>
CrossPoint Venture Partners                   8.1%
  L.P.(1)
  18552 MacArthur Boulevard,
  Suite 400
  Irvine, California 92612
Safeguard Scientifics, Inc.(2)                9.5%
  800 The Safeguard Building
  435 Devon Park Drive
  Wayne, Pennsylvania 19087-1945
Wheatley Partners, L.L.C. (3)                 6.1%
  80 Cuttermill Road, Suite 311
  Great Neck, New York 11021
Ari B. Horowitz..................             7.0%
Richard S. Miller................         *
Carlos B. Cashman................             3.3%
Allen Berger.....................            --
James Cannavino..................             *
John L. Drew(5)..................         *
John K. Halvey(6)................            --
Irwin Lieber(7)..................             6.8%
William R. Nuti..................            --
Barry Rubenstein(8)..............             8.5%
Roger J. Weiss...................         *
All executive officers and
  directors as a group
  (18 persons)(12)...............            25.7%
</TABLE>


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

*   Less than 1%.


(1) Includes 2,400,000 shares held by CrossPoint Venture Partners, L.P., 650,758
    shares held by CrossPoint Venture Partners 1997, L.P. and 976,138 shares
    held by CrossPoint Venture Partners LS 1999, L.P. CrossPoint Venture
    Partners, L.P. is the general partner of each of CrossPoint Venture Partners
    1997, L.P. and CrossPoint Venture Partners LS 1999, L.P.



(2) Includes 650,759 shares held by CompuCom Systems, Inc., 1,525,378 shares
    held by Pennsylvania Early Stage Partners, L.P. and 3,253,795 shares held by
    Safeguard 99 Capital L.P. Up to 400,000 of the shares held by Safeguard 99
    Capital, and up to 300,000 of the shares held by CompuCom will be offered in
    the Safeguard Subscription Program. To the extent that less than all of the
    shares offered in the Safeguard Subscription Program are not purchased by
    Safeguard's stockholders, the number of shares held by Safeguard after the
    offering will increase accordingly. The majority stockholder of CompuCom is
    Safeguard Scientifics. The general partner of Pennsylvania Early Stage is
    Pennsylvania Early Stage Partners GP, L.L.C., a member of which is SSI
    Partnership Holdings (Pennsylvania), Inc., which is a wholly owned
    subsidiary of Safeguard Scientifics, of which Mr. John K. Halvey, one of our
    directors, is a senior vice president.



(3) Includes 2,806,698 shares held by Wheatley Partners, L.P. and 244,060 shares
    held by Wheatley Foreign Partners, L.P. The general partner of Wheatley
    Partners, L.P. and a general partner of Wheatley Foreign Partners, L.P. is
    Wheatley Partners, LLC, the members of which are Irwin Lieber and Barry
    Rubenstein, two of our directors, Jonathan Lieber, Seth Lieber and Barry
    Fingerhut. Each of these members disclaims beneficial ownership of the
    shares held by the Wheatley funds, except to the extent of their respective
    pecuniary interests therein arising from their ownership interests.



(4) These options were exercised in March 2000. See "Management--Employment and
    Repurchase Agreements."



(5) Excludes shares of our common stock issuable upon exercise of warrants held
    by Lucent Technologies Inc. See "Related Party Transactions--Lucent
    Agreement." Mr. Drew, one of our directors, is the Chief Executive Officer
    of NetCare Professional Services Division of Lucent and an Executive Vice
    President of Lucent. Mr. Drew disclaims beneficial ownership of these
    shares.



(6) Excludes the 5,429,931 shares before the offering and the 4,729,931 shares
    after the offering held indirectly by Safeguard Scientifics referred to in
    Note 2 above. Mr. Halvey, one of our directors, is a senior vice president
    of Safeguard Scientifics. Mr. Halvey disclaims beneficial ownership of these
    shares.



(7) Includes the 3,050,758 shares held by the Wheatley funds referred to in
    Note 3 above and 348,805 shares held by Mr. Lieber. Mr. Lieber, one of our
    directors, disclaims beneficial interest of the 3,050,758 shares held by the
    Wheatley funds referred to in Note 3 above, except to the extent his
    pecuniary interest therein arising from his ownership interest.


                                       89
<PAGE>

(8) Includes the 3,050,758 shares held by the Wheatley funds referred to in
    Note 3 above, the 305,076 shares held by Seneca Ventures, the 305,076 shares
    held by Woodland Venture Fund, the 240,000 shares held by Brookwood, L.P.
    and the 305,076 shares held by Mr. Rubenstein. Mr. Rubenstein is the general
    partner of Brookwood, L.P. and the sole stockholder of Woodland Services
    Corp., which is the sole general partner of each of Seneca Ventures and
    Woodland Venture Fund. Mr. Rubenstein, one of our directors, disclaims
    beneficial ownership of the 3,050,758 shares held by the Wheatley funds
    referred to in Note 3 above, except to the extent his pecuniary interest
    therein arising from his ownership interest.



(9) Shares held by G&R Partnership, L.P., the general partner of which is
    Mr. Weiss, one of our directors.



(10) Options to purchase 270,000 shares granted to Mr. Horowitz on April 1, 1999
    will become immediately exercisable upon the completion of this offering.



(11) Includes the 270,000 shares underlying the option held by Mr. Horowitz
    referred to in Note 8 above, as well as 225,000 shares underlying an option
    held by Richard McCann which will be exercisable in full upon the completion
    of this offering.



(12) Excludes the 5,429,931 shares held indirectly by Safeguard Scientific
    referred to in Note 2 above as to which Mr. Halvey, one of our directors,
    disclaims beneficial ownership. Also excludes the shares issuable upon
    exercise of warrants held by Lucent referred to in Note (4) above as to
    which Mr. Drew, one of our directors, disclaims beneficial ownership.


                                       90
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK


    Upon the completion of this offering, our authorized capital stock will
consist of 150,000,000 shares of common stock, $0.001 par value per share, and
25,000,000 shares of preferred stock, $0.001 par value per share. As of
March 1, 2000, 14,949,600 shares of common stock were outstanding, 8,284,000
shares of Series A preferred stock were outstanding and 8,676,727 shares of
Series B preferred stock were outstanding. Each share of preferred stock will
automatically convert into 1.5 shares of common stock upon the completion of
this offering.


    The following description of our capital stock, provisions of our restated
certificate of incorporation and our restated bylaws are summaries thereof and
are qualified in their entirety by reference, and our restated certificate of
incorporation and our restated bylaws. Forms of our restated certificate of
incorporation and our restated bylaws have been filed with the SEC as exhibits
to the registration statement, of which this prospectus forms a part.

Common Stock

    The holders of our common stock are entitled to dividends as our board of
directors may declare from time to time from funds legally available therefor,
subject to the preferential rights of the holders of any shares of our preferred
stock that we may issue in the future. The holders of our common stock are
entitled to one vote per share on any matter to be voted upon by stockholders.
Our restated certificate of incorporation will not provide for cumulative voting
in connection with the election of directors, and accordingly, holders of more
than 50% of the shares voting will be able to elect all of the directors. No
holder of our common stock will have any preemptive right to subscribe for any
shares of capital stock issued in the future.

    Upon any voluntary or involuntary liquidation, dissolution, or winding up of
our affairs, the holders of our common stock are entitled to share ratably in
all assets remaining after payment to creditors and subject to prior
distribution rights of any shares of preferred stock that we may issue in the
future. All of the outstanding shares of common stock are, and the shares
offered by us will be, fully paid and non-assessable.

Preferred Stock

    As of the closing of this offering, no shares of our preferred stock will be
outstanding. Under our restated certificate of incorporation, our board of
directors, without further action by our stockholders, will be authorized to
issue shares of preferred stock in one or more classes or series. The board may
fix the rights, preferences and privileges of the preferred stock, along with
any limitations or restrictions, including voting rights, dividend rights,
conversion rights, redemption privileges and liquidation preferences of each
class or series of preferred stock. The preferred stock could have voting or
conversion rights that could adversely affect the voting power or other rights
of holders of our common stock. The issuance of preferred stock could also have
the effect, under certain circumstances, of delaying, deferring or preventing a
change of control of our company. We currently have no plans to issue any shares
of preferred stock.

Section 203 of the Delaware General Corporation Law

    We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Section 203 prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an "interested stockholder," unless the business combination is approved
in a prescribed manner. A "business combination" includes specified types of
mergers, asset sales, and other transactions resulting in a financial benefit to
the "interested stockholder." Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within the past three years did own, 15% of the corporation's voting stock.

                                       91
<PAGE>
Anti-takeover Provisions of Our Charter and Bylaws

    Some of the provisions of our restated certificate of incorporation and
restated bylaws could have anti-takeover effects. These provisions are intended
to enhance the likelihood of continuity and stability in the composition of the
corporate policies formulated by our board of directors. In addition, these
provisions also are intended to ensure that our board of directors will have
sufficient time to act in what the board of directors believes to be in the best
interests of us and our stockholders. These provisions also are designed to
reduce our vulnerability to an unsolicited proposal for our takeover that does
not contemplate the acquisition of all of our outstanding shares or an
unsolicited proposal for the restructuring or sale of all or part of Opus360
Corporation. The provisions are also intended to discourage certain tactics that
may be used in proxy fights. However, these provisions could delay or frustrate
the removal of incumbent directors or the assumption of control of us by the
holder of a large block of common stock, and could also discourage or make more
difficult a merger, tender offer, or proxy contest, even if such event would be
favorable to the interests of our stockholders.

CLASSIFIED BOARD OF DIRECTORS

    Our restated certificate of incorporation will divide our board of directors
into three classes of directors, with each class as nearly equal in number as
possible, serving staggered three-year terms, other than directors who may be
elected by holders of any preferred stock that we may issue. As a result,
approximately one-third of our board of directors will be elected each year. The
classified board provision will help us to assure the continuity and stability
of our board of directors and our business strategies and policies as determined
by our board of directors. The classified board provision could have the effect
of discouraging a third party from making an unsolicited tender offer or
otherwise attempting to obtain control of us without the approval of our board
of directors. In addition, the classified board provision could delay
stockholders who do not like the policies of our board of directors from
electing a majority of our board of directors for two years.

NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

    Our restated certificate of incorporation will provide that stockholder
action can only be taken at an annual or special meeting of stockholders and
prohibits stockholder action by written consent in lieu of meeting. Our restated
bylaws will provide that special meetings of stockholders may be called only by
our board of directors or our Chairman, Chief Executive Officer or President.
Our stockholders will not be permitted to call a special meeting of stockholders
or to require that our board of directors call a special meeting.

ADVANCE STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

    Our restated bylaws will establish an advance notice procedure for our
stockholders to make nominations of candidates for election as directors or to
bring other business before an annual meeting of our stockholders. This
stockholder notice procedure provides that only persons who are nominated by, or
at the direction of, our board of directors or by a stockholder who has given
timely written notice to our Secretary prior to the meeting at which directors
are to be elected will be eligible for election as our directors. The
stockholder notice procedure also provides that at an annual meeting, only such
business may be conducted as has been brought before the meeting by, or at the
direction of, our board of directors or by a stockholder who has given timely
written notice of such stockholder's intention to bring such business before the
meeting. Under the stockholder notice procedure, if a stockholder desires to
submit a proposal or nominate persons for election as directors at an annual
meeting, the stockholder must submit written notice not less than 90 days nor
more than 120 days prior to the first anniversary of the previous year's annual
meeting. In addition, under the stockholder notice procedure, a stockholder's
notice proposing to nominate a person for election as a director or relating to
the conduct of business other than the nomination of directors must contain
specified types of information. If the chairman of a meeting determines that
business was not properly brought before

                                       92
<PAGE>
the meeting in accordance with the stockholder notice procedure, that business
shall not be discussed or transacted.

NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES

    Our restated certificate of incorporation and restated bylaws provide that
our board of directors will consist of not less than three nor more than 15
directors, other than directors elected by holders of any preferred stock that
we may issue, the exact number to be fixed from time to time by resolution
adopted by our directors. Further, subject to the rights of the holders of any
series of our preferred stock, if any, our restated certificate of incorporation
and restated bylaws will authorize our board of directors to elect additional
directors under specified circumstances and fill any vacancies that occur in our
board of directors by reason of death, resignation, removal, or otherwise. A
director so elected by our board of directors to fill a vacancy or a newly
created directorship will hold office until the next election of the class for
which such director has been chosen and until his successor is elected and
qualified. Subject to the rights of the holders of any series of our preferred
stock, if any, our restated certificate of incorporation and restated bylaws
will also provide that, subject to the right of holders of preferred stock to
elect additional directors under specified circumstances, directors may be
removed only for cause and only by the affirmative vote of holders of 66 2/3% of
the voting power of the then outstanding shares of stock entitled to vote
generally in the election of directors, voting together as a single class The
effect of these provisions will be to preclude a stockholder from removing
incumbent directors without cause and simultaneously gaining control of our
board of directors by filling the vacancies created by that removal with its own
nominees.

RESTATED CERTIFICATE OF INCORPORATION

    The provisions of our restated certificate of incorporation that would have
anti-takeover effects as described above are subject to amendment, alteration,
repeal, or recession by the affirmative vote of the holders of not less than
two-thirds of the outstanding shares of voting securities. This requirement will
make it more difficult for stockholders to make changes to the provisions in our
restated certificate of incorporation which could have anti-takeover effects by
allowing the holders of a minority of the voting securities to prevent the
holders of a majority of voting securities from amending these provisions of our
restated certificate of incorporation.

RESTATED BYLAWS

    Our restated certificate of incorporation will provide that our restated
bylaws are subject to adoption, amendment, alteration, repeal, or recession
either by our board of directors without the assent or vote of our stockholders,
or by the affirmative vote of the holders of not less than two-thirds of the
outstanding shares of voting securities. This provision will make it more
difficult for stockholders to make changes in our restated bylaws by allowing
the holders of a minority of the voting securities to prevent the holders of a
majority of voting securities from amending our restated bylaws.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

    Our restated certificate of incorporation includes a provision that
eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability:

    - for any breach of the director's duty of loyalty to us or to our
      stockholders;

    - for acts or omissions not in good faith or that involve intentional
      misconduct or a knowing violation of law;

    - under section 174 of the Delaware General Corporation Law regarding
      unlawful dividends and stock purchases; or

    - for any transaction from which the director derived an improper personal
      benefit.

                                       93
<PAGE>
These provisions are permitted under Delaware law.

    We have obtained directors' and officers' insurance for our directors,
officers and some employees for specified liabilities.

    The limitation of liability and indemnification provisions in our restated
certificate of incorporation may discourage stockholders from bringing a lawsuit
against directors for breach of their fiduciary duty. They may also have the
effect of reducing the likelihood of derivative litigation against directors and
officers, even though an action of this kind, if successful, might otherwise
benefit us and our stockholders. Furthermore, a stockholder's investment may be
adversely affected to the extent we pay the costs of settlement and damage
awards against directors and officers pursuant to these indemnification
provisions. However, we believe that these indemnification provisions are
necessary to attract and retain qualified directors and officers.

    At present, there is no pending litigation or proceeding involving any of
our directors, officers or employees regarding which indemnification is sought,
nor are we aware of any threatened litigation that may result in claims for
indemnification.

Transfer Agent and Registrar

    The Transfer Agent and Registrar for our common stock is American Stock
Transfer & Trust Company.

                                       94
<PAGE>
                        SHARES ELIGIBLE FOR FUTURE SALE

    Prior to this offering, there has not been any public market for our common
stock, and no prediction can be made as to the effect, if any, that market sales
of shares of common stock or the availability of shares of common stock for sale
will have on the market price of the common stock prevailing from time to time.
Nevertheless, sales of substantial amounts of our common stock in the public
market or the perception that these sales could occur could adversely affect
prevailing market prices of our common stock and could also adversely affect our
ability to raise capital at a time and on terms favorable to us.


    Upon completion of this offering, we will have outstanding a total of
49,780,805 shares of our common stock. Of these shares, all of the shares sold
in this offering will be freely tradable without restriction or further
registration under the Securities Act, unless such shares are held by our
affiliates as that term is defined in Rule 144 under the Securities Act. The
remaining 42,080,805 shares of common stock held by existing stockholders and
the 12,047,597 shares subject to outstanding options and warrants are restricted
securities as that term is defined in Rule 144 under the Securities Act.
Restricted securities may be sold in the public market only if registered or if
they qualify for an exemption from registration under Rule 144 or Rule 701 under
the Securities Act. These rules are summarized below.


    Subject to the lock-up agreements described below and the provisions of
Rules 144, 144(k) and 701, additional shares including shares issued on exercise
of outstanding options or warrants, assuming exercise on the last day of the
term of the option or warrant, will become available for sale in the public
market as follows:


<TABLE>
<CAPTION>
Number of Shares                               Date
- ----------------                               ----
<C>                <S>
   23,726,836      90 days after the date of this prospectus, shares saleable
                     under Rule 144 (subject to volume limitations)

   11,743,331      After 180 days after the date of this prospectus (in some
                     cases subject to volume limitations of Rule 144)

    4,805,761      One year after the date of this prospectus (in some cases
                     subject to volume limitations of Rule 144)

      675,000      Two years after the date of this prospectus (in some cases
                     subject to volume limitations of Rule 144)
</TABLE>



    After this offering, we will have 19,449,193 shares of common stock reserved
for issuance under our stock option plans, employee stock purchase plan and
other stock option agreements of which options to purchase 11,257,929 shares
were outstanding as of March 25, 2000. Following this offering, we intend to
file one or more registration statements on Form S-8 to register these shares
which, upon effectiveness, will permit substantial additional sales of shares of
our common stock as these shares are issued.


Lock-Up Agreements

    Our directors and executive officers and the securityholders named in this
prospectus, together with other securityholders that collectively hold most of
the shares of common stock and shares of common stock issuable upon the exercise
of options and warrants have agreed, subject to limited exceptions, not to offer
to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant
any rights with respect to any shares of common stock or any options or warrants
to purchase any shares of common stock, or any securities convertible into or
exchangeable for shares of common stock owned as of the date of this prospectus
or later acquired directly by these holders or with respect to which they have
the power of disposition, without the prior written consent of FleetBoston
Robertson Stephens Inc., for a period of 180 days from the effective date of the
registration statement for this prospectus. However, FleetBoston Robertson
Stephens Inc. may, in its sole discretion and at any time or from time to time,
without notice, release all or any portion of securities subject to the lockup
agreement. There are no existing agreements between the representatives and any
of our

                                       95
<PAGE>
stockholders, optionholders or warrantholders providing consent to the sale of
shares prior to the expiration of the lock-up period.

Rule 144

    In general, under Rule 144, as currently in effect, a person, or persons
whose shares are required to be aggregated, including an affiliate, who has
beneficially owned shares of our common stock for at least one year can sell
within any three-month period commencing 90 days after the date of this
prospectus, a number of shares that does not exceed the greater of:


    - 1% of the number of shares of common stock then outstanding (approximately
      497,808 shares immediately after this offering); or


    - the average weekly trading volume in our common stock during the four
      calendar weeks preceding the filing of a notice on Form 144 with respect
      to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of public information about us. In
addition, under Rule 144(k), a person who is not one of our affiliates at any
time during the 90 days preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, can sell those shares without
complying with the manner of sale, public information, volume limitation or
notice provisions of Rule 144.

Options

    In general, under Rule 701, any of our employees, directors, consultants or
advisors who purchase shares from us in connection with a compensatory stock
option plan or other written agreement are eligible to resell these shares
90 days after the date of this offering in reliance on Rule 144, without
compliance with certain restrictions contained in Rule 144, including the
holding period. However, the holders of our outstanding options have agreed to
be subject to the restrictions described above under the caption "Lock-Up
Agreements."


    After this offering, we intend to register an aggregate of up to 18,813,845
shares of common stock which may be issued under our stock option plans,
employee stock purchase plans and other stock option agreements. Shares issued
upon exercise of options after the effective date of the registration statement
on Form S-8 will be eligible for resale in the public market without
restriction, subject to Rule 144 limitations applicable to affiliates and the
lock-up agreements noted above.


Registration Rights


    After this offering, the holders of approximately 31.6 million shares of
common stock and shares of common stock issuable upon exercise of options and
warrants, will be entitled to have their shares registered under the Securities
Act. Beginning 180 days after the date of the effectiveness of the registration
statement for this prospectus, on the written demand of either


    - holders of at least 25% of the outstanding shares of common stock issued
      upon the conversion of our Series A preferred stock, so long as the shares
      being registered have a value of $5,000,000 in the aggregate;

    - holders of at least 25% of the outstanding shares of common stock issued
      upon the conversion of our Series B preferred stock, so long as the shares
      being registered have a value of $5,000,000 in the aggregate; or

    - Ari Horowitz, so long as his shares of common stock being registered have
      a value of $5,000,000 in the aggregate,

                                       96
<PAGE>
we must use our best efforts to register on Form S-1 these shares and those of
any other securityholders with registrable shares who, by prompt notice, request
registration, subject to the ability of the managing underwriter of an
underwritten offering to reduce the number of shares being sold. We are not
required to effect more than two demand registrations on Form S-1 for either the
holders of the shares of common stock issued upon conversion of the Series A
preferred stock or the holders of the shares of common stock issued upon
conversion of the Series B preferred stock. We are not required to effect more
than one demand registration on Form S-1 for Mr. Horowitz. In addition, the
holders of registrable shares may demand unlimited registrations on Form S-3 of
these shares, subject to the ability of the managing underwriter of an
underwritten offering to reduce the number of shares being sold. Furthermore, if
we propose to register any of our securities under the Securities Act, either
for our own account, other than a registration filed on Form S-4 or S-8, or for
the account of other security holders exercising registration rights, the
holders of registrable shares are entitled to include their shares in the
registration, subject to the ability of the managing underwriter of an
underwritten offering to reduce the number of shares being sold. All offering
expenses in connection with all of these registrations will be borne by us,
excluding underwriting discounts and commissions.

    In connection with the concurrent placement, at such time as we are
qualified to register securities on Form S-3, Dell USA will be entitled to two
demand registration rights with respect to the shares it purchases in the
concurrent placement so long as the anticipated gross proceeds before deducting
underwriting discounts and commissions of the shares being registered is at
least $3.0 million for each demand. In addition, Dell USA will have unlimited
piggyback registration rights with respect to its shares. The provisions of the
registration rights agreement are otherwise substantially equivalent to those
described above.


    In addition, holders of 225,000 shares of common stock issuable on exercise
of a warrant will have one demand right when we are eligible to use Form S-3 and
unlimited piggyback rights and the holders of shares issued in the PeopleMover
acquisition will have a one time piggyback right for up to 375,000 of the shares
issued in the acquisition.


                                       97
<PAGE>
                                  UNDERWRITING

    Of the 7,700,000 shares offered by this prospectus, 5,950,000 shares are
being offered by means of an underwritten public offering and 1,750,000 shares
are being offered by means of the Safeguard Subscription Program to stockholders
of Safeguard Scientifics, Inc., one of our principal stockholders.

Underwritten Public Offering

    The underwriters named below, acting through their representatives,
FleetBoston Robertson Stephens Inc., Bear, Stearns & Co. Inc., J.P. Morgan
Securities Inc. and E*OFFERING Corp., have severally agreed with us, subject to
the terms and conditions of the underwriting agreement, to purchase from us the
number of shares of common stock indicated opposite their names below. The
underwriters are committed to purchase and pay for all of the shares if any are
purchased.

<TABLE>
<CAPTION>
Underwriter                                                   Number of Shares
- -----------                                                   ----------------
<S>                                                           <C>
FleetBoston Robertson Stephens Inc..........................
Bear, Stearns & Co. Inc.....................................
J.P. Morgan Securities Inc..................................
E*OFFERING Corp.............................................

International Underwriter
- ------------------------------------------------------------
FleetBoston Robertson Stephens International Limited........
Bear, Stearns International Limited.........................
J.P. Morgan Securities Ltd. ................................
E*OFFERING Corp.............................................
                                                                 ---------
    Total...................................................     5,950,000
                                                                 =========
</TABLE>

    We have been advised that the underwriters propose to offer the shares of
common stock to the public at the initial public offering price located on the
cover page of this prospectus and to dealers at that price less a concession of
not in excess of $         per share, of which $         may be reallowed to
other dealers. After the initial public offering, the public offering price,
concession and reallowance to dealers may be reduced by the representatives. No
reduction in this price will change the amount of proceeds to be received by us
as indicated on the cover page of this prospectus.

OVER-ALLOTMENT OPTION.

    We have granted to the underwriters an option, exercisable during the 30-day
period after the date of this prospectus, to purchase up to 1,155,000 additional
shares of common stock at the same price per share as we will receive for the
5,950,000 shares that the underwriters have agreed to purchase. To the extent
that the underwriters exercise this option, each of the underwriters will have a
firm commitment to purchase approximately the same percentage of additional
shares that the number of shares of common stock to be purchased by it shown in
the above table represents as a percentage of the shares to be offered by the
underwriters. If purchased, the additional shares will be sold by the
underwriters on the same terms as those on which the 5,950,000 shares are being
sold. We will be obligated, under this option, to sell shares to the extent the
option is exercised. The underwriters may exercise the option only to cover
over-allotments made in connection with the sale of the shares of common stock
offered by them.

    The following table shows the per share and total underwriting discounts and
commissions to be paid by us to the underwriters. These discounts and
commissions have been determined based upon our negotiations

                                       98
<PAGE>
with the representatives of the underwriters. This information is presented
assuming either no exercise or full exercise by the underwriters of their
over-allotment option.


<TABLE>
<CAPTION>
                                                                                    Total
                                                                     -----------------------------------
                                                                      Without Over-        With Over-
                                                      Per Share(1)   allotment Option   allotment Option
                                                      ------------   ----------------   ----------------
<S>                                                   <C>            <C>                <C>
Initial public offering price.......................    $                $                  $
Underwriting discounts and commissions..............
Proceeds, before expenses, to us....................
</TABLE>


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


(1) The underwriting discount of $  per share represents   % of the initial
    public offering price.


    The total expenses of the offering payable by us are estimated at
$         . We are not responsible for expenses associated with the Safeguard
Subscription Program.

INDEMNITY.

    The underwriting agreement contains covenants of indemnity among the
underwriters and us against certain civil liabilities, including liabilities
under the Securities Act and liabilities arising from breaches of
representations and warranties contained in the underwriting agreement.

FUTURE SALES.

    Our directors and executive officers and the securityholders named in this
prospectus, together with other securityholders that collectively hold most of
the shares of common stock and shares of common stock issuable upon the exercise
of options and warrants, have agreed, during the period of 180 days after the
date of this prospectus, subject to several exceptions, not to offer to sell,
contract to sell, or otherwise sell, dispose of, loan, pledge or grant any
rights with respect to any shares of common stock or any options or warrants to
purchase any shares of common stock, or any securities convertible into or
exchangeable for shares of common stock owned as of the date of this prospectus
or thereafter acquired directly by these holders or with respect to which they
have the power of disposition, without the prior written consent of FleetBoston
Robertson Stephens Inc. However, FleetBoston Robertson Stephens Inc. may, in its
sole discretion and at any time or from time to time, without notice, release
all or any portion of the securities subject to the lock-up agreements. There
are no existing agreements between the representatives and any of our
stockholders, optionholders or warrantholders providing consent to the sale of
shares prior to the expiration of the lock-up period.

    In addition, we have agreed that during the lock-up period we will not,
without the prior written consent of FleetBoston Robertson Stephens Inc.,
subject to several exceptions:

    - consent to the disposition of any shares subject to lock-up agreements
      prior to the expiration of the lock-up period; or

    - issue, sell, contract to sell, or otherwise dispose of, any shares of
      common stock, any options to purchase any shares of common stock or any
      securities convertible into, exercisable for or exchangeable for shares of
      common stock other than our sale of shares in this offering, the issuance
      of common stock upon the exercise of outstanding options or warrants, the
      issuance of options under existing stock option plans provided that no
      portion of the options vests before the expiration of the lock-up period
      and the issuance of common stock in connection with an acquisition of
      another company if the terms of such issuance provide that the common
      stock so issued shall be subject to the terms of the lock-up agreement.
      Please refer to the information in this prospectus under the heading
      "Shares Eligible for Future Sale."

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

                                       99
<PAGE>
INTERNET DISTRIBUTION.

    E*OFFERING Corp. has agreed to allocate a portion of the shares that it
purchases to E*TRADE Securities, Inc. A prospectus in electronic format will be
made available on Internet sites maintained by E*OFFERING and E*TRADE.
E*OFFERING and E*TRADE will accept conditional offers to purchase shares from
all of their customers that complete and pass online eligibility profiles. In
the event that the demand for shares from the customers of E*TRADE exceeds the
amount of shares allocated to it, E*TRADE will use a random allocation
methodology to distribute shares in even lots of 100 shares per customer. There
are no plans to direct shares to particular Internet purchasers.

DIRECTED SHARES.


    Of the 5,950,000 shares of common stock to be sold by us to the public
generally, we have requested that the underwriters reserve up to 385,000 shares
of common stock for sale at the initial public offering price to directors,
officers, employees and other individuals designated by us, including our
vendors, business partners, customers, potential customers and their respective
employees. The number of shares of common stock available for sale to the
general public will be reduced to the extent that such individuals purchase all
or a portion of these reserved shares. Any reserved shares which are not
purchased shall be offered by the underwriters to the general public on the same
basis as the common shares offered hereby.


NO PRIOR PUBLIC MARKET.

    Before this offering, there has been no public market for the common stock.
Consequently, the initial public offering price for the common stock offered by
this prospectus will be determined through negotiations between us and the
representatives. Among the factors considered in these negotiations, the primary
factors were prevailing market conditions, our financial information, market
valuations of other companies that we and the representatives believe to be
comparable to us, estimates of our business potential, the present state of our
development.

LISTING.

    We have applied to have our shares approved for quotation on the Nasdaq
National Market under the symbol "OPUS."

STABILIZATION.

    The representatives have advised us that under Regulation M under the
Securities Exchange Act, some participants in the offering may engage in
transactions, including stabilizing bids, syndicate covering transactions or the
imposition of penalty bids, that may have the effect of stabilizing or
maintaining the market price of the common stock at a level above that which
might otherwise prevail in the open market. A stabilizing bid is a bid for or
the purchase of the common stock on behalf of the underwriters for the purpose
of fixing or maintaining the price of the common stock. A syndicate covering
transaction is the bid for or purchase of the common stock on behalf of the
underwriters to reduce a short position incurred by the underwriters in
connection with the offering. A penalty bid is an arrangement permitting the
representatives to reclaim the selling concession otherwise accruing to an
underwriter or syndicate member in connection with the offering if the common
stock originally sold by the underwriter or syndicate member is purchased by the
representatives in a syndicate covering transaction and has therefore not been
effectively placed by the underwriter or syndicate member. The representatives
have advised us that these transactions may be effected on the Nasdaq National
Market or otherwise and, if commenced, may be discontinued at any time.

DELIVERY.

    The shares of common stock to be sold in this offering are expected to be
delivered to purchasers on           , 2000.

                                      100
<PAGE>
Safeguard Subscription Program


    As part of this offering, we are offering 1,050,000 shares of our common
stock, Safeguard is offering up to 400,000 outstanding shares of our common
stock and CompuCom is offering up to 300,000 outstanding shares of our common
stock in the Safeguard Subscription Program to stockholders of Safeguard, one of
our principal stockholders. Safeguard's stockholders may subscribe for one share
of our common stock for every 20 shares of Safeguard common stock held by them,
and may not transfer the opportunity to subscribe to another person except
involuntarily by operation of law. Persons who owned at least 100 shares of
Safeguard common stock as of December 16, 1999 are eligible to purchase shares
from us under the program. Stockholders who own less than 100 shares of
Safeguard common stock will be ineligible to participate in the Safeguard
Subscription Program. Subscription orders will be satisfied first from the
shares being sold by us, second from 300,000 shares being offered by CompuCom,
and third from 400,000 shares being offered by Safeguard.



    Under a standby stock purchase agreement, which will be filed as an exhibit
to the registration statement relating to this prospectus, Safeguard will
purchase from us and CompuCom any of the shares offered by us and CompuCom under
the program that are not purchased by the stockholders of Safeguard.
Distribution of share certificates purchased through the Safeguard Subscription
Program will be made to the purchasers as soon as practicable following the
closing of the sale of the shares to the public. It is expected that sales under
the Safeguard Subscription Program will be reflected in purchasers' book-entry
accounts at the Depository Trust Company, if any, upon the closing of these
sales. After the closing of these sales, we will mail stock certificates to all
purchasers who do not maintain book-entry accounts at the Depository Trust
Company. The purchase price under the program, whether paid by Safeguard or its
stockholders, will be the same price per share as set forth on the cover page of
this prospectus. All shares will be sold either to Safeguard or to stockholders
of Safeguard. FleetBoston Robertson Stephens Inc. will receive a 4.0% management
fee on all shares offered through the Safeguard Subscription Program, including
any shares actually purchased by Safeguard. The management fee represents
compensation for the underwriters' role as it relates to due diligence,
participation in the drafting of this prospectus, and general coordination of
the overall offering. Safeguard will not receive any compensation from Opus360
or any other person, with respect to this offering, including any underwriting
discounts or commissions.


    The following table shows the per share and total offering price, management
fee to be paid by us to the underwriters and the proceeds before expenses to us.

<TABLE>
<CAPTION>
                                                              Per Share    Total
                                                              ---------   --------
<S>                                                           <C>         <C>
Public offering price.......................................
Management fee..............................................
Proceeds, before expenses, to Safeguard and CompuCom........
Proceeds, before expenses, to Opus360.......................
</TABLE>

    The total proceeds, before expenses, to be received by us from both the
underwritten public offering and the Safeguard Subscription Program will be
approximately $         million, assuming no exercise of the over-allotment
option.

    The expenses of the Safeguard Subscription Program, exclusive of the
management fee to be paid to the underwriters, are payable by Safeguard.


    The following table sets forth the realized and unrealized gain of each of
Safeguard and CompuCom on the shares of capital stock issued to them prior to
this offering, based upon the assumed initial public offering


                                      101
<PAGE>

price of $10.00 per share, and assuming that all of the shares offered in the
Safeguard Subscription Program are purchased by Safeguard's shareholders.



<TABLE>
<CAPTION>
                                                  Unrealized                   Amount to be
                                                 Appreciation   Shares to be     Realized
                                  Shares of       on Shares     Sold in the    in Connection
                                Common Stock     Owned Prior     Safeguard       with the       Net Unrealized
                                 Owned Prior        to the      Subscription   Shares to be        Gain on
                               to the Offering   Offering(1)      Program       Sold(1)(2)     Unsold Shares(1)
                               ---------------   ------------   ------------   -------------   ----------------
<S>                            <C>               <C>            <C>            <C>             <C>
Safeguard....................     4,779,175      $35,791,741      400,000       $2,875,817         $32,915,924
CompuCom.....................       650,759        4,507,591      300,000        1,994,880           2,512,711
    Total....................     5,429,934      $40,299,332      700,000       $4,870,697         $35,428,635
</TABLE>


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


(1) Based upon the purchase price of $1.25 per share of our Series A preferred
    stock and $4.61 per share of our Series B preferred stock.



(2) These amounts are net of a management fee of 4.0% that will be paid to
    FleetBoston Robertson Stephens Inc.



    Safeguard, and CompuCom are underwriters with respect to the shares included
in the Safeguard Subscription Program. However, neither is an underwriter with
respect to the other shares offered by this prospectus. Safeguard and CompuCom
are not included in the term "underwriter" as used in this prospectus, except as
described with respect to the shares to be sold in the Safeguard Subscription
Program. Safeguard's sole condition to purchase any shares that are not
purchased by its stockholders in the Safeguard Subscription Program is that the
conditions to the underwriter's obligations have been met. This means that
Safeguard will be required to purchase these shares if, and only if, the
underwriters are obligated to purchase shares. Safeguard has not participated in
any discussions or negotiations with us and the underwriters regarding the
initial public offering price. Safeguard will not have any right to seek
indemnification from us regarding its agreement to accept underwriter liability
with respect to the shares included in the Safeguard Subscription Program.



FleetBoston Ventures and J.P. Morgan & Co. Incorporated



    FleetBoston Ventures, an affiliate of FleetBoston Robertson Stephens Inc.,
owns 216,919 shares of Series B preferred stock which will convert into 325,380
shares of our common stock upon the closing of this offering. In December 1999,
we entered into an agreement with J.P. Morgan & Co., one of the representatives
of the underwriters, to use OPUS XCHANGE to procure its project-based resource
requirements and to participate actively in the continued development of the
enhanced version of OPUS XCHANGE. In connection with this agreement, in
December 1999, we issued to an affiliate of J.P. Morgan & Co. 39,000 shares of
our common stock in exchange for consulting services performed under the
agreement, valued at $317,980.



    The following table sets forth the unrealized gain of each of FleetBoston
Ventures and the affiliate of J.P. Morgan & Co. on the shares of capital stock
issued to them prior to this offering, based upon the assumed initial public
offering price of $10.00 per share.



<TABLE>
<CAPTION>
                                                               Shares of
                                                              Common Stock   Unrealized
                                                                 Owned          Gain
                                                              ------------   ----------
<S>                                                           <C>            <C>
FleetBoston Ventures........................................    325,380      $2,253,800(1)
J.P. Morgan.................................................     39,000      $   72,020(2)
</TABLE>


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


(1) FleetBoston Ventures paid approximately $1.0 million for 216,919 shares of
    our Series B preferred stock.



(2) We issued these shares in exchange for consulting services valued at
    $317,980.


                                      102
<PAGE>
                                 LEGAL MATTERS


    The validity of the common stock offered by this prospectus will be passed
upon for us by O'Sullivan Graev & Karabell, LLP, New York, New York. The
O'Sullivan Graev profit sharing plan holds 40,000 shares of Series A preferred
stock, which will automatically convert into shares of common stock on a
1 to 1.5 basis upon the closing of this offering. Members of O'Sullivan Graev
may purchase up to           shares of the common stock reserved by the
underwriters for sale at the initial public offering price to directors,
officers, employees and other individuals designated by us. Various legal
matters in connection with this offering will be passed upon for the
underwriters by Morrison & Foerster LLP, New York, New York.


                                    EXPERTS

    The consolidated financial statements for Opus360 Corporation as of
December 31, 1999 and for the period from August 17, 1998 (our inception) to
December 31, 1998 and the financial statements for The Churchill Benefit
Corporation as of December 31, 1997 and 1998 and for each of the two years ended
December 31, 1999, included in this prospectus, have been so included in
reliance on the reports of KPMG LLP, independent certified public accountants,
appearing elsewhere herein, upon authority of said firm as experts in auditing
and accounting.

    The financial statements of PeopleMover, Inc. as of December 31, 1998 and
1999 and for each of the two years in the period ended December 31, 1999,
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 auditing and accounting.

                       WHERE YOU CAN GET MORE INFORMATION

    We have filed with the SEC a registration statement on Form S-1 (including
exhibits and schedules thereto) under the Securities Act with respect to the
common stock to be sold in this offering. This prospectus, which constitutes a
part of the registration statement, does not contain all of the information set
forth in the registration statement or the exhibits and schedules which are part
of the registration statement. For further information with respect to us and
the common stock, reference is made to the registration statement and the
exhibits and the schedules thereto.

    You may read and copy all or any portion of the registration statement or
any reports, statement or other information in the Opus360 files in the SEC's
public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents upon payment of a duplicating fee, by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Opus360's SEC filings, including the registration
statement, will also be available to you on the SEC's Internet site
(http://www.sec.gov). As a result of this offering, we will become subject to
the information and reporting requirements of the Securities Exchange Act and,
in accordance therewith, will file periodic reports, proxy statements and other
information with the SEC. Upon approval of the common stock for quotation on the
Nasdaq National Market, such reports, proxy and other information may be
inspected at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington,
D.C. 20006.

                                      103
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
OPUS360 CORPORATION

Independent Auditor's Report................................  F-2

Consolidated Balance Sheets as of December 31, 1998 and
  1999......................................................  F-3

Consolidated Statements of Operations for the period from
  August 17, 1998 (inception) to December 31, 1998 and for
  the year ended December 31, 1999..........................  F-4

Consolidated Statements of Stockholders' Equity for the
  period from August 17, 1998 (inception) to December 31,
  1998 and for the year ended December 31, 1999.............  F-5

Consolidated Statements of Cash Flows for the period from
  August 17, 1998 (inception) to December 31, 1998 and for
  the year ended December 31, 1999..........................  F-6

Notes to Consolidated Financial Statements..................  F-7

THE CHURCHILL BENEFIT CORPORATION

Independent Auditor's Report................................  F-29

Balance Sheets as of December 31, 1997, 1998 and March 31,
  1999 (unaudited)..........................................  F-30

Statements of Operations for the years ended December 31,
  1997 and 1998 and the three months ended March 31, 1998
  and 1999 (unaudited)......................................  F-31

Statement of Stockholders' Equity for the years ended
  December 31, 1997 and 1998................................  F-32

Statements of Cash Flows for the years ended December 31,
  1997 and 1998 and the three months ended March 31, 1998
  and 1999 (unaudited)......................................  F-33

Notes to Financial Statements...............................  F-34

PEOPLEMOVER, INC.

Report of Independent Accountants...........................  F-38

Balance Sheets as of December 31, 1999 and December 31,
  1998......................................................  F-39

Statements of Operations for the years ended December 31,
  1999 and 1998.............................................  F-40

Statements of Stockholders' Deficit for the years ended
  December 31, 1999 and 1998................................  F-41

Statements of Cash Flows for the years ended December 31,
  1999 and 1998.............................................  F-42

Notes to Financial Statements...............................  F-43
</TABLE>


                                      F-1
<PAGE>
The Board of Directors
Opus360 Corporation:

    When the stock split referred to in Note 10 of the Notes to Financial
Statements has been consummated, we will be in a position to render the
following report.

                                             /s/ KPMG LLP

                          Independent Auditors' Report

The Board of Directors
Opus360 Corporation:

    We have audited the accompanying consolidated balance sheets of Opus360
Corporation as of December 31, 1998 and 1999, and the related statements of
operations, stockholders' equity and cash flows for the period from August 17,
1998 (inception) to December 31, 1998 and the year ended December 31, 1999.
These consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Opus360 Corporation as of December 31, 1998 and 1999, and the results of its
operations and its cash flows for the period from August 17, 1998 (inception) to
December 31, 1998 and the year ended December 31, 1999 in conformity with
generally accepted accounting principles.


New York, New York
February 8, 2000, except as
to paragraphs 6 through 12
of note 13 and paragraphs 18
through 20 of note 13 which
are as of March 1, 2000 and
paragraphs 24 and 25 of
note 10
which are as of March 25,
2000


                                      F-2
<PAGE>
                              OPUS360 CORPORATION

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                       Pro Forma
                                                        December 31,   December 31,   December 31,
                                                            1998           1999           1999
                                                        ------------   ------------   ------------
<S>                                                     <C>            <C>            <C>
                        Assets
Current assets:
  Cash................................................  $ 5,818,000    $  1,326,000   $  1,326,000
  Accounts receivable.................................       12,000       2,314,000      2,314,000
  Short-term investments..............................           --      27,137,000     27,137,000
  Prepaid expenses and other..........................        2,000       3,850,000      3,850,000
                                                        -----------    ------------   ------------
        Total current assets..........................    5,832,000      34,627,000     34,627,000
Property and equipment, net...........................       54,000       2,990,000      2,990,000
Goodwill, net.........................................           --       1,702,000      1,702,000
Deferred loan costs...................................           --          16,000         16,000
Due from PeopleMover..................................                      575,000        575,000
Other assets..........................................           --         806,000        806,000
                                                        -----------    ------------   ------------
        Total assets..................................  $ 5,886,000    $ 40,716,000   $ 40,716,000
                                                        ===========    ============   ============
         Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable....................................  $   293,000    $  5,489,000   $  5,489,000
  Accrued expenses....................................      340,000       4,818,000      4,818,000
  Accrued wages.......................................           --       2,682,000      2,682,000
                                                        -----------    ------------   ------------
        Total current liabilities.....................      633,000      12,989,000     12,989,000
Stockholders' equity:
  Series A convertible preferred stock, $0.001 par
    value; 8,400,000 shares authorized; 4,636,000 and
    8,284,000 shares issued and outstanding,
    respectively; zero shares outstanding on a pro
    forma basis.......................................        5,000           8,000             --
  Series B convertible preferred stock, $0.001 par
    value; 8,700,000 shares authorized; 0 and
    8,677,000 shares issued and outstanding,
    respectively; zero shares outstanding on a pro
    forma basis.......................................           --           9,000             --
  Common stock, $0.001 par value; 45,000,000 shares
    authorized; 9,500,000 and 10,880,000 issued and
    outstanding, respectively; 36,322,000 shares
    outstanding on a pro forma basis..................        9,000          11,000         36,000
  Additional paid-in capital..........................    6,381,000      63,835,000     63,827,000
  Stock subscription receivable.......................     (107,000)       (239,000)      (239,000)
  Deferred compensation...............................           --      (5,469,000)    (5,469,000)
  Accumulated deficit.................................   (1,035,000)    (30,425,000)   (30,425,000)
  Accumulated other comprehensive loss................           --          (3,000)        (3,000)
                                                        -----------    ------------   ------------
        Total stockholders' equity....................    5,253,000      27,727,000     27,727,000
                                                        -----------    ------------   ------------
Commitments and contingencies
        Total liabilities and stockholders' equity....  $ 5,886,000    $ 40,716,000   $ 40,716,000
                                                        ===========    ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
                              OPUS360 CORPORATION

                      Consolidated Statement of Operations


<TABLE>
<CAPTION>
                                                                Period from
                                                              August 17, 1998
                                                              (inception) to     Year ended
                                                               December 31,     December 31,
                                                                   1998             1999
                                                              ---------------   -------------
<S>                                                           <C>               <C>
Revenue.....................................................   $         --     $    419,000
Cost of revenue.............................................             --          261,000
                                                               ------------     ------------
Gross profit................................................             --          158,000
Operating expenses:
  Sales and marketing, exclusive of $187,000 reported below
    as amortization of equity-based compensation............         80,000       11,068,000
  Product development, exclusive of $844,000 reported below
    as amortization of equity-based compensation............        552,000        9,034,000
  General and administrative, exclusive of $1,417,000
    reported below as amortization of equity-based
    compensation............................................        407,000        7,114,000
  Depreciation and amortization.............................          2,000          629,000
  Amortization of equity-based compensation.................             --        2,448,000
                                                               ------------     ------------
    Total operating expenses................................      1,041,000       30,293,000
                                                               ------------     ------------
    Loss from operations....................................     (1,041,000)     (30,135,000)

Other income:
  Interest income...........................................          6,000          765,000
  Interest expense..........................................             --          (20,000)
                                                               ------------     ------------
    Loss before income taxes................................     (1,035,000)     (29,390,000)
Income tax expense..........................................             --               --
                                                               ------------     ------------
    Net loss................................................   $ (1,035,000)    $(29,390,000)
                                                               ============     ============
Historical basic and diluted net loss per share.............   $      (0.11)    $      (2.91)
                                                               ============     ============
Shares used in the calculation of historical basic and
  diluted net loss per share................................      9,120,348       10,083,563
                                                               ============     ============
Pro forma basic and diluted net loss per share (note 9).....                    $      (1.12)
                                                                                ============
Shares used in the calculation of pro forma basic and
  diluted net loss per share (note 9).......................                      26,323,752
                                                                                ============
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
                              OPUS360 CORPORATION
                 Consolidated Statement of Stockholders' Equity
          Period from August 17, 1998 (inception) to December 31, 1998
                      and the Year ended December 31, 1999
<TABLE>
<CAPTION>
                                   Class A Convertible      Class B Convertible
                                     Preferred Stock          Preferred Stock            Common Stock        Additional
                                  ----------------------   ----------------------   ----------------------     Paid-in
                                    Shares      Amount       Shares      Amount       Shares      Amount       Capital
                                  ----------   ---------   ----------   ---------   ----------   ---------   -----------
<S>                               <C>          <C>         <C>          <C>         <C>          <C>         <C>
Balance at August 17, 1998
  (inception)                             --   $      --           --   $      --           --   $      --   $        --
Issuance of common stock........          --          --           --          --    9,092,000       9,000       526,000
Issuance of common stock for
  technology....................          --          --           --          --      408,000          --        95,000
Issuance of Class A convertible
  preferred stock...............   4,636,000       5,000           --          --           --          --     5,790,000
Expenses incurred in connection
  with equity offerings.........          --          --           --          --           --          --       (30,000)
Net loss and comprehensive
  loss..........................          --          --           --          --           --          --            --
                                  ----------   ---------   ----------   ---------   ----------   ---------   -----------
    Balance at December 31,
      1998......................   4,636,000       5,000           --          --    9,500,000       9,000     6,381,000
Issuance of Class A convertible
  preferred stock...............   3,648,000       3,000           --          --           --          --     4,557,000
Issuance of Class B convertible
  preferred stock...............          --          --    8,677,000       9,000           --          --    39,991,000
Issuance of shares in connection
  with acquisition..............          --          --           --          --      946,000       1,000     1,749,000
Expenses incurred in connection
  with equity offering..........          --          --           --          --           --          --       (40,000)
Proceeds from stock
  subscriptions receivable......          --          --           --          --           --          --            --
Record equity base compensation
  expense to a shareholder......          --          --           --          --           --          --       243,000
Record deferred compensation for
  issuance of options to
  employees.....................          --          --           --          --           --          --     5,758,000
Record deferred compensation for
  issuance of options to non-
  employees.....................          --          --           --          --           --          --     1,916,000
Amortization of deferred
  compensation for employee
  stock options.................          --          --           --          --           --          --            --
Amortization of deferred
  compensation for non-employee
  stock options.................          --          --           --          --           --          --            --
Issuance of warrants to a
  bank..........................          --          --           --          --           --          --        63,000
Issuance of warrants for
  services......................          --          --           --          --           --          --       554,000
Issuance of warrants for
  services......................          --          --           --          --           --          --       182,000
Issuance of warrants for
  services......................          --          --           --          --           --          --        54,000
Issuance of shares to
  CareerPath....................          --          --           --          --      246,000       1,000     1,999,000
Issuance of shares to
  J.P. Morgan...................          --          --           --          --       39,000          --       318,000
Warrants exercised..............          --          --           --          --      120,000          --       100,000
Options exercised...............          --          --           --          --       29,000          --        10,000
Comprehensive loss..............
    Net loss....................          --          --           --          --           --          --            --
    Unrealized holding loss on
      short term investments....          --          --           --          --           --          --            --
Comprehensive loss                        --          --           --          --           --          --            --
                                  ----------   ---------   ----------   ---------   ----------   ---------   -----------
    Balance at December 31,
      1999......................   8,284,000   $   8,000    8,677,000   $   9,000   10,880,000   $  11,000   $63,835,000
                                  ==========   =========   ==========   =========   ==========   =========   ===========

<CAPTION>

                                      Stock                                         Other
                                  Subscriptions     Deferred     Accumulated    Comprehensive
                                   Receivable     Compensation     Deficit          Loss           Total
                                  -------------   ------------   ------------   -------------   ------------
<S>                               <C>             <C>            <C>            <C>             <C>
Balance at August 17, 1998
  (inception)                       $      --     $        --    $         --    $       --     $         --
Issuance of common stock........     (107,000)             --              --            --          428,000
Issuance of common stock for
  technology....................           --              --              --            --           95,000
Issuance of Class A convertible
  preferred stock...............           --              --              --            --        5,795,000
Expenses incurred in connection
  with equity offerings.........           --              --              --            --          (30,000)
Net loss and comprehensive
  loss..........................           --              --      (1,035,000)           --       (1,035,000)
                                    ---------     -----------    ------------    ----------     ------------
    Balance at December 31,
      1998......................     (107,000)             --      (1,035,000)           --        5,253,000
Issuance of Class A convertible
  preferred stock...............     (195,000)             --              --            --        4,365,000
Issuance of Class B convertible
  preferred stock...............           --              --              --            --       40,000,000
Issuance of shares in connection
  with acquisition..............           --              --              --            --        1,750,000
Expenses incurred in connection
  with equity offering..........           --              --              --            --          (40,000)
Proceeds from stock
  subscriptions receivable......       63,000              --              --            --           63,000
Record equity base compensation
  expense to a shareholder......           --              --              --            --          243,000
Record deferred compensation for
  issuance of options to
  employees.....................           --      (5,758,000)             --            --               --
Record deferred compensation for
  issuance of options to non-
  employees.....................           --      (1,916,000)             --            --               --
Amortization of deferred
  compensation for employee
  stock options.................           --         756,000              --            --          756,000
Amortization of deferred
  compensation for non-employee
  stock options.................           --       1,449,000              --            --        1,449,000
Issuance of warrants to a
  bank..........................           --              --              --            --           63,000
Issuance of warrants for
  services......................           --              --              --            --          554,000
Issuance of warrants for
  services......................           --              --              --            --          182,000
Issuance of warrants for
  services......................                                                                      54,000
Issuance of shares to
  CareerPath....................           --              --              --            --        2,000,000
Issuance of shares to
  J.P. Morgan...................           --              --              --            --          318,000
Warrants exercised..............           --              --              --            --          100,000
Options exercised...............           --              --              --            --           10,000
Comprehensive loss..............
    Net loss....................           --              --     (29,390,000)           --      (29,390,000)
    Unrealized holding loss on
      short term investments....           --              --              --        (3,000)          (3,000)
                                                                                                ------------
Comprehensive loss                         --              --              --            --      (29,393,000)
                                    ---------     -----------    ------------    ----------     ------------
    Balance at December 31,
      1999......................    $(239,000)    $(5,469,000)   $(30,425,000)   $   (3,000)    $ 27,727,000
                                    =========     ===========    ============    ==========     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>
                              OPUS360 CORPORATION

                      Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                Period from
                                                              August 17, 1998
                                                              (inception) to     Year ended
                                                               December 31,     December 31,
                                                                   1998             1999
                                                              ---------------   ------------
<S>                                                           <C>               <C>
Cash flows from operating activities:
  Net loss..................................................    $(1,035,000)    $(29,390,000)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
    Depreciation and amortization...........................          2,000          629,000
    Non cash product development expense....................         95,000           24,000
    Non cash compensation expense...........................             --        2,448,000
    Non cash advertising expense............................             --          182,000
    Non cash advisory expense...............................             --          369,000
    Non cash interest expense associated with issuance of
      warrants..............................................             --           47,000
    Expenses paid by stockholder............................        225,000           58,000
    Loss on disposal of equipment...........................             --            8,000
    Changes in operating assets and liabilities:
      Account receivables...................................        (12,000)      (1,092,000)
      Prepaid expenses and other current assets.............         (2,000)      (3,848,000)
      Other assets..........................................             --       (1,099,000)
      Accounts payable......................................         68,000        5,138,000
      Accrued expenses......................................        339,000        4,478,000
      Accrued wages.........................................             --        1,267,000
                                                                -----------     ------------
        Net cash provided by (used in) operating
        activities..........................................    $  (320,000)    $(20,781,000)
                                                                ===========     ============
Cash flows from investing activities:
  Acquisition of property and equipment.....................        (56,000)      (3,156,000)
  Increase in short term investments........................             --      (27,140,000)
  Cash acquired in connection with acquisition of
    subsidiary..............................................             --          129,000
  Due from PeopleMover......................................             --         (575,000)
                                                                -----------     ------------
        Net cash used in investing activities...............    $   (56,000)    $(30,742,000)
                                                                ===========     ============

Cash flows from financing activities:
  Net proceeds from issuance of Series A convertible
    preferred stock.........................................    $ 5,765,000     $  4,560,000
  Net proceeds from issuance of Series B convertible
    preferred stock.........................................             --       39,795,000
  Net proceeds from issuance of common stock................        429,000        2,676,000
                                                                -----------     ------------
        Net cash provided by financing activities...........      6,194,000       47,031,000
                                                                -----------     ------------
        Net increase (decrease) in cash.....................      5,818,000       (4,492,000)

Cash:
  Beginning of period.......................................             --        5,818,000
                                                                -----------     ------------
  End of period.............................................    $ 5,818,000     $  1,326,000
                                                                ===========     ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>
                              OPUS360 CORPORATION

                         Notes to Financial Statements

(1) Organization and Summary of Accounting Policies

(A) ORGANIZATION AND DESCRIPTION OF BUSINESS

    Opus360 Corporation ("Opus" or the "Company") was incorporated on
August 17, 1998, under the laws of Delaware.

    Opus provides an integrated web-based business to business service for
putting people and projects together. The Company's e-commerce service is
designed to streamline the procurement and management of professional services
and is comprised of two segments.

    - FREEAGENT.COM SERVICE--which includes FREEAGENT.COM, a web-site that
      enables independent professionals to manage their careers by offering
      access to project opportunities and corporate products and services; and,
      FREEAGENT E.OFFICE, a back-office and employer service for independent
      professionals. Independent professionals who elect to receive FREEAGENT
      E.OFFICE services are the Company's contractual employees for federal
      income tax purposes and for whom the Company prepares IRS Form W-2's. The
      Company enters into contracts with organizations for projects to be
      performed by FREEAGENT E.OFFICE employees, processes invoices on their
      behalf and, upon receipt of amounts due from the contracting organization
      for the services rendered by FREEAGENT E.OFFICE employees, remits the
      amount to them after deducting payroll taxes, the fees charged by the
      Company and directing amounts to their health insurance and 401(k)
      retirement plan, as directed by the FREEAGENT E.OFFICE employees.

    - APPLICATION AND PROCUREMENT SERVICES--which includes OPUS XCHANGE, a
      web-based service designed to enable corporations, professional service
      firms, staffing vendors and other buyers of project-based labor to procure
      these services in an exchange-based environment by using search
      technologies to match people with projects; and, OPUSRM, a labor resource
      management service designed to centralize resource and project information
      and enable organizations to manage their internal and external labor
      resources.

    On May 27, 1999, the Company acquired The Churchill Benefit Corporation
("Churchill"), a company that provided offline back-office and employer services
similar to those of the Company's online FREEAGENT E.OFFICE service.

(B) BASIS OF PRESENTATION

    The accompanying consolidated financial statements include the accounts of
Opus and it's wholly owned subsidiary, The Churchill Benefit Corporation
(collectively, the "Company"). All intercompany account balances and
transactions have been eliminated in consolidation.

    The accompanying consolidated financial statements reflect a change in how
the Company's subsidiary, Churchill, recognizes revenue. The Company currently
recognizes as revenue the monthly fees it charges to its FREEAGENT E.OFFICE
employees for providing FREEAGENT E.OFFICE services as these services are
provided. Previously, Churchill recorded as revenue, the gross billings from
services provided by its FREEAGENT E.OFFICE employees to customers with whom
Churchill contracts, invoices and collects on behalf of its FREEAGENT E.OFFICE
employees. Churchill would then record a corresponding charge to cost of
revenues for the same amount less its FREEAGENT E.OFFICE service fee. This
change in Churchill's revenue recognition policy has no effect on historical net
income or loss.

                                      F-7
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)


    The Company believes its current revenue recognition policy clarifies its
financial position and results of operations and is consistent with the view of
the Securities and Exchange Commission ("SEC") on revenue recognition issued in
Staff Accounting Bulletin No. 101 ("SAB 101").


    In December 1999, the Board of Directors authorized the filing of a
registration statement with the SEC that would permit the Company to sell shares
of the Company's common stock in connection with a proposed initial public
offering ("IPO"). In conjunction with a qualified IPO, all outstanding shares of
Series A and B preferred stock automatically convert into shares of the
Company's common stock on a 1.5 for 1.0 basis. Accordingly, the effect of the
conversions has been reflected in the accompanying pro forma balance sheet as if
they had occurred as of December 31, 1999. A registration statement relating to
the IPO was filed with the SEC on December 21, 1999, but has not yet become
effective.

(C) USE OF ESTIMATES

    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 the
disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(D) REVENUE RECOGNITION


    To date, the Company has generated revenue principally from charging fees to
independent professionals who receive the Company's FREEAGENT E.OFFICE services,
which include back office and administrative services. Independent professionals
who elect to receive FREEAGENT E.OFFICE services are the Company's contractual
employees for federal income tax purposes and for whom the Company prepares IRS
Form W-2's. The Company enters into contracts with organizations for projects to
be performed by FREEAGENT E.OFFICE employees, processes invoices on their behalf
and, after receiving the amounts due from the contracting organization for the
services rendered by the FREEAGENT E.OFFICE employees, remits the amount to them
after deducting payroll taxes, the fees charged by the Company and directing
amounts to their health insurance and the Company's 401(k) plan.


    The Company recognizes an initial sign-up fee and monthly FREEAGENT E.OFFICE
fees as its services are provided to such FREEAGENT E.OFFICE employees on a
monthly basis. The Company recognizes the initial
sign-up fee over the period of the FREEAGENT E.OFFICE employees' initial
contract term. The FREEAGENT E.OFFICE employee may elect to terminate receiving
the Company's FREEAGENT E.OFFICE services at any time; however, the FREEAGENT
E.OFFICE employee is not entitled to any refund upon termination.


    In determining to recognize only the initial and monthly fees paid to the
Company by its FREEAGENT E.OFFICE employees as revenue rather than the gross
billings received from the organization contracting for the services of the
FREEAGENT E.OFFICE employee, the Company evaluated SAB No. 101 part 5, Income
Statement Presentation.



    As set forth in the SAB, in assessing whether revenues should be reported on
a gross basis with a separate display of cost of sales to arrive at gross profit
or on a net basis, the following factors should be considered:



    1.  whether the Company acts as a principal in the transaction;



    2.  whether the Company takes title to the products;


                                      F-8
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)


    3.  whether the Company has risks and rewards of ownership, such as the risk
       of loss for collection, delivery, or returns; and



    4.  whether the Company acts as an agent or broker (including performing
       services, in substance, as an agent or broker) with compensation on a
       commission or fee basis.



    If the Company performs as an agent or broker without assuming the risks and
rewards of ownership of the goods, sales should be reported on a net basis.



    In evaluating each of the four criteria of SAB No. 101, the Company
determined that its revenues from its FREEAGENT E.OFFICE services should only
reflect the monthly and initial fees charged to its FREEAGENT E.OFFICE employees
and not the gross billings charged to the contracting organizations. The
Company's determination is based on the fact that the rewards of such
transaction run almost exclusively to the benefit of the FREEAGENT E.OFFICE
employee and the risks of the transaction principally fall upon the employee.



    Specifically:



    1.  As the Company enters into contracts with the end user organization, it
       may be considered a principal in the transaction for legal purposes,
       although the Company's FREEAGENT E.OFFICE employees are responsible for
       securing their own work with the organizations. The Company's reward for
       entering into the contract with the end user organization does not vary.
       The Company receives a fixed monthly fee, deducted from the amount it
       receives from the end user organization, for the services of its
       FREEAGENT E.OFFICE employee regardless of the number and value of the
       contracts it enters into for its FREEAGENT E.OFFICE employees.



    2.  The Company is not primarily responsible for the delivery or quality of
       the services provided by its FREEAGENT E.OFFICE employee.



    3.  The Company's FREEAGENT E.OFFICE employee bears the risks and enjoys the
       rewards of the transactions. The fee charged by the Company to the
       FREEAGENT E.OFFICE employee is a fixed monthly fee. The monthly fee
       received by the Company remains the same irrespective of the amount paid
       by the contracting organization during that month. Instead, it is the
       FREEAGENT E.OFFICE employee that bears the risks and enjoys the rewards
       of a change in the amounts billed to the contracting organizations on
       their behalf. In addition, the Company's credit risk on the payments to
       FREEAGENT E.OFFICE employees is limited.



    4.  The Company is compensated on a fixed fee basis, which does not vary.



    Company revenue from the sale of banner ads or sponsorship fees on
FREEAGENT.COM is recognized ratably in the period in which the advertisement is
displayed or the term of the sponsorship agreement, provided that no significant
Company obligations remain and collection of the resulting receivable is
probable. Revenue from banner ads sold by third parties will only reflect the
net amount due to the Company from the third party.



    FREEAGENT business services revenues will consist of commission-based or
fee-based services for products provided through FREEAGENT.COM by the Company's
business partners. Business service revenues only reflect these commissions or
fees and will be recognized as revenues when the transaction is consummated
provided that no significant obligations exist, including refunds, and
collection of the resulting receivable is probable. Through December 31, 1999,
no revenue has been recognized from this service.



    Revenue from OPUS XCHANGE project listing will consist only of fees that are
paid by organizations that list projects on OPUS XCHANGE and will be recognized
over the applicable period for which the project is listed. Through
December 31, 1999, no revenue has been recognized for this service.


                                      F-9
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)


    Revenue from OPUS XCHANGE project placement will only consist of a
transaction-based fee (either variable or fixed), paid when an organization that
has listed a project on OPUS XCHANGE procures the services of a registered free
agent to perform services for the project and will be recognized as revenue
either when a free agent is engaged for a project or over time if the free agent
is a FREEAGENT E.OFFICE employee. Through December 31, 1999, no revenue has been
recognized for this service.


(E) COST OF REVENUE

    Cost of revenue consists primarily of salaries paid to staff that help
administer the Company's FREEAGENT E.OFFICE SERVICES. Additional costs of
revenues include costs associated with operating FREEAGENT.COM and OPUS XCHANGE,
including certain technical personnel, equipment leasing costs,
telecommunications charges and depreciation.


    Since the Company only recognizes as revenue the monthly fees charged to its
FREEAGENT E.OFFICE employees and not the gross billings it receives from
organizations that contract for the services of these employees, the Company
also does not record as an expense in its statement of operations the amounts it
pays to these employees out of these gross billings. These amounts principally
include the FREEAGENT E.OFFICE employees' salaries, related taxes and benefits
and expense reimbursements.


(F) INVESTMENT SECURITIES

    Investment securities at December 31, 1999 consist of corporate debt
securities and U.S. government agency securities. The Company classifies all of
the debt securities as available-for-sale. Available-for-sale securities are
recorded at fair value. Unrealized holding gains and losses, net of the related
tax effect, on available-for-sale securities are excluded from earnings and are
reported as a separate component of other comprehensive income until realized.
Realized gains and losses from the sale of available-for-sale securities are
determined on a specific identification basis.

    A decline in the market value of any available-for-sale security below cost
that is deemed to be other than temporary results in a reduction in the carrying
amount to fair value. The impairment is charged to earnings and a new cost basis
for the security is established. Premiums and discounts are amortized or
accreted over the life of the related available-for-sale security as an
adjustment to yield using the effective interest method. Dividend and interest
income is recognized when earned.

    The breakdown of unrealized gains and losses as of December 31, 1999 is as
follows:


<TABLE>
<CAPTION>
                                                  Amortized    Unrealized   Unrealized   Fair Market
                                                    Cost          Gain         Loss         Value
                                                 -----------   ----------   ----------   -----------
<S>                                              <C>           <C>          <C>          <C>
Government agency debt securities..............  $24,787,000     $7,000     $ (14,000)   $24,780,000
Corporate debt securities......................    2,355,000      2,000            --      2,357,000
                                                 -----------     ------     ---------    -----------
Total..........................................  $27,142,000     $9,000     $ (14,000)   $27,137,000
                                                 ===========     ======     =========    ===========
</TABLE>


(G) ADVERTISING COSTS

    Advertising costs are expensed as incurred. For the period from August 17,
1998 (inception) to December 31, 1998 and for the year ended December 31, 1999,
advertising expenses amounted to approximately $0 and $4,545,000, respectively.

                                      F-10
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

(H) ACCOUNTS RECEIVABLE AND ACCRUED WAGES PAYABLE

    Accounts receivable represents amounts invoiced by the Company on behalf of
its FREEAGENT E.OFFICE employees for services rendered to a customer that has
contracted with the Company. Accrued wages represents the amounts owed to the
Company's FREEAGENT E.OFFICE employees for services rendered under contracts
with third parties.

(I) PROPERTY AND EQUIPMENT

    Property and equipment are stated at cost. Depreciation is calculated using
the straight-line method over the estimated useful lives of the related assets,
generally ranging from three to five years.

(J) IMPAIRMENT OF LONG-LIVED ASSETS

    The Company evaluates the carrying value of its long-lived assets under the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. SFAS No. 121 requires impairment losses to be recorded on long-
lived assets used in operations, including goodwill, when indicators of
impairment are present and the undiscounted future cash flows estimated to be
generated by those assets are less than the assets' carrying amount. If such
assets are impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceeds the fair market value of the
assets. Assets to be disposed of are reported at the lower of the carrying value
or fair market value, less costs to sell.

(K) INTANGIBLE ASSETS

    Intangible assets consists of goodwill and is amortized on a straight-line
basis over the expected periods to be benefited, generally 3 years. Accumulated
amortization for the year ended December 31, 1999 was $411,000.

(L) FINANCIAL INSTRUMENTS

    The following summary disclosures are made in accordance with the provisions
of SFAS No. 107, Disclosures about Fair Value of Financial Instruments. Fair
market value is defined in the statement as the amount at which an instrument
could be exchanged in a current transaction between willing parties.

    The carrying amounts of accounts receivables, prepaid expenses, short-term
investments and other assets, accounts payable and accrued expenses approximate
fair market value due to the short maturity of these instruments.


(M) PRODUCT AND WEBSITE DEVELOPMENT COSTS


    The Company accounts for product development costs in accordance with SFAS
No. 86, "Accounting for the Costs of Computer Software to be Sold, Leased, or
Otherwise Marketed," under which certain software development costs incurred
subsequent to the establishment of technological feasibility are capitalized and
amortized over the estimated lives of the related products. Technological
feasibility is established upon completion of a working model. Through
December 31, 1999, all development costs have been charged to product
development expense in the accompanying consolidated statements of operations.


    The Company accounts for the software components of its websites in
accordance with the provisions of the American Institute of Certified Public
Accountants' Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." Accordingly, certain costs to
develop


                                      F-11
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)


internal-use computer software are capitalized after the Company has completed a
preliminary project assessment. During the year ended December 31, 1999,
software development costs of approximately $75,000 were capitalized in
connection with the development of the FreeAgent.com website software.



    Costs incurred to create the graphics and content of the Company's websites
are expensed as incurred. For the year ended December 31, 1999, the Company
expensed approximately $425,000 related to the creation of the graphics and
content of its websites.


(N) INCOME TAXES

    The Company accounts for income taxes under the provisions of SFAS No, 109,
"Accounting for Income Taxes." SFAS No. 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

(O) STOCK BASED COMPENSATION

    The Company accounts for stock-based compensation arrangements in accordance
with SFAS No. 123, "Accounting for Stock-Based Compensation," which permits
entities to recognize as expense over the vesting period the fair value of all
stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows
entities to apply the provisions of Accounting Principles Board ("APB") Opinion
No. 25 and provide pro forma net earnings (loss) disclosures for employee stock
option grants as if the fair-value-based method defined in SFAS No. 123 had been
applied. The Company has elected to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosure provisions of SFAS No. 123.

(P) SEGMENT INFORMATION

    The Company discloses information regarding segments in accordance with SFAS
No. 131 "Disclosure about Segments of an Enterprise and Related Information."
SFAS No. 131 establishes standards for reporting of financial information about
operating segments in annual financial statements and requires reporting
selected information about operating segments in interim financial reports. (See
note 11).

(Q) COMPREHENSIVE INCOME

    The Company reports comprehensive income in accordance with SFAS No. 130,
"Reporting Comprehensive Income". SFAS No. 130 establishes rules for the
reporting and display of comprehensive income and its components. SFAS No. 130
requires unrealized holding gains and losses, net of related tax effects, on
available for sale securities to be included in other comprehensive income until
realized.

(R) BASIC AND DILUTED NET LOSS PER SHARE

    The Company calculates earnings per share in accordance with SFAS No. 128,
"Computation of Earnings Per Share" and SEC Staff Accounting Bulletin No. 98.
Accordingly, basic earnings per share is computed using the weighted average
number of common and dilutive common equivalent shares outstanding during the
period. Pursuant to SAB No. 98, all options, warrants or other potentially
dilutive instruments issued for nominal consideration, prior to the anticipated
effective date of an initial public offering (including the IPO), are required
to be included in the calculation of basic and diluted net loss per share, as if
they were outstanding for all periods presented. As of December 31, 1999, the
Company has recorded the fair market

                                      F-12
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

value of all equity instruments issued for all periods presented and,
accordingly, does not have any nominal issuances. Common equivalent shares
consist of the incremental common shares issuable upon the conversion of the
Company's preferred stock (using the if-converted method) and shares issuable
upon the exercise of stock options and warrants (using the treasury stock
method); common equivalent shares are excluded from the calculation if their
effect is anti-dilutive.

(S) RECENT ACCOUNTING PRONOUNCEMENTS

    In March 1998, the Company adopted the American Institute of Certified
Public Accounts (AICPA) Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1
requires that entities capitalize certain costs related to internal use software
once certain criteria have been met. Adoption of SOP 98-1 did not have a
material impact on the Company's financial condition or results of operations.

    In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that all start-up costs
related to new operations must be expensed as incurred. In addition, all
start-up costs that were capitalized in the past must be written off when SOP
98-5 is adopted. The Company implemented SOP 98-5 on January 1, 1999.

    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and reporting
standards for derivative instruments, including derivative instruments embedded
in other contracts, and for hedging activities. SFAS No. 133 is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. The Company
has not yet analyzed the impact of this pronouncement on its financial
statements.

(2) Acquisition of The Churchill Benefit Corporation

    On May 27, 1999, Opus acquired 100% of the outstanding common stock of The
Churchill Benefit Corporation ("Churchill") in exchange for 946,474 shares (the
"Initial Shares") of the Company's common stock valued at approximately $1.849
per share, or $1.75 million.

    The former owner of Churchill is potentially entitled to an additional
405,631 shares of the Company's common stock placed in escrow (the "Escrow
Shares") and, commencing 18 months from the date of closing, $850,000 of the
Company's common stock based on the fair market value on May 27, 2000 (the
"Additional Shares").

    The Escrow and Additional Shares vest ratably over 3 years from the date of
the agreement based on the continuous employment of the seller and a key
executive and are subject to downward adjustment based on a target number of
free agents subscribing to the Company's FREEAGENT E.OFFICE service one year
from the date of the acquisition agreement.

    As of December 31, 1999, the Company could not determine if the former
shareholder of Churchill will be entitled to any Escrow or Additional Shares.
After determination of amounts owed to the former owner of Churchill, the
Company will charge to compensation expense that portion of the Escrow and
Additional Shares which have been earned based on the fair market value of the
Company's common stock on that date. The Company will then amortize to
compensation expense the unvested Escrow and Additional Shares over the
remaining vesting period.

    The acquisition has been accounted for using the purchase method and,
accordingly, the results of operations of Churchill are included in the
Company's consolidated financial statements from the date of acquisition. The
purchase price has been preliminarily allocated to the Company's historical
assets and

                                      F-13
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

liabilities based on the carrying values of the acquired assets and liabilities,
as these carrying values are estimated to approximate fair market value of the
assets acquired and liabilities assumed. Goodwill of $2,113,000 created as a
result of the Churchill transaction is being amortized over three years and was
calculated as follows:

<TABLE>
<S>                                                           <C>
Value of Initial Shares.....................................  $1,750,000
Acquisition costs...........................................     297,000
Negative net assets acquired................................      66,000
                                                              ----------
Excess purchase price over net assets acquired..............  $2,113,000
                                                              ==========
</TABLE>

    On a pro forma basis as if the acquisition of Churchill had taken place on
August 17, 1998 the Company's revenue, net loss, and basic and diluted net loss
per share would have been $300,000 and $717,000, $(1,333,000) and $(29,966,000),
and $(0.20) and $(2.86) per share, for the period and year ended December 31,
1998 and December 31, 1999, respectively.

    On February 3, 2000, the Company determined that all contingencies
surrounding the release of the Escrow and Additional Shares potentially due to
the former owner of Churchill have been satisfied and it is probable that the
shareholder will be entitled to all such shares and amounts.

    Based on the fair market value of the Company's common stock on the date
that determination of amounts owed is considered probable, the Company would
record deferred compensation of $4,545,000 as these amounts are still subject to
the former owner of Churchill remaining employed by the Company.

    Fair Market Value of the Escrow and Additional Shares was calculated as
follows:

<TABLE>
<S>                                                           <C>
Escrow Shares--405,631 shares at $9.11 per share............  $3,695,000
Additional Shares--93,300 shares at $9.11 per share.........  $  850,000
                                                              ----------
                                                              $4,545,000
                                                              ==========
</TABLE>

(3) Property and Equipment

    Property and equipment consist of the following:


<TABLE>
<CAPTION>
                                                     December 31,   December 31,
                                                         1998           1999
                                                     ------------   ------------
<S>                                                  <C>            <C>
Computer hardware and software.....................     $56,000      $1,946,000
Leasehold improvements.............................          --       1,209,000
Furniture and fixtures.............................          --          54,000
                                                        -------      ----------
                                                         56,000       3,209,000
Less accumulated depreciation......................      (2,000)       (219,000)
                                                        -------      ----------
    Total..........................................     $54,000      $2,990,000
                                                        =======      ==========
</TABLE>


(4) Concentrations

    At December 31, 1998 and December 31, 1999 five clients accounted for
approximately $828,000 and $376,000 of accounts receivable, respectively.

                                      F-14
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

(5) Related Party Transactions

    A stockholder of the Company provided and charged the Company for product
development consulting, the use of office space, equipment, as well as certain
administrative personnel. The stockholder does not mark-up these costs to the
Company which aggregated $225,000 and $1,818,000 for the period from August 17,
1998 (inception) to December 31, 1998, and the year ended December 31, 1999,
respectively. As of December 31, 1999, amounts of $255,000 and $258,000,
respectfully were owed to this stockholder and are included in accounts payable.

    In August 1999, the Company entered into an agreement with CyberSafe
Corporation, a company whose Chairman and CEO is a member of the Company's board
of directors. The CyberSafe agreement provides for CyberSafe to assist in the
development of the Company's OPUSRM product by implementing a pre-release
version and providing feedback to the Company about the product.

(6) Lines of Credit

    In May 1999, the Company entered into a $1,000,000 line of credit with a
bank which provides for: (1) a $750,000 committed revolving line with a term of
one year and (2) a $250,000 committed equipment line with a term of four years.
In connection with this line of credit, the bank received warrants to purchase
22,500 shares of common stock at $0.83 per share. The warrants are immediately
exercisable and expire in May 2006. The annual interest rate on the revolving
and equipment line is equal to the prime rate plus 1.25%.

    On June 11, 1999 the Company issued a letter of credit for $650,000 to a
third party which is guaranteed by the $750,000 committed revolving line.

    On August 17, 1999 the Company entered into an additional $1,500,000
equipment facility with the same bank whereby the bank received additional
warrants to purchase 24,000 shares of common stock at $1.85 per share. The
warrants are immediately exercisable and expire on August 17, 2006. Under this
agreement, the Company may borrow in $50,000 increments until December 31, 1999,
and is obligated to repay any amounts borrowed monthly, over a 36 month period.
The annual interest rate on this facility is equal to the three-year Treasury
bill as of the date of funding plus 3%. The Company currently has no outstanding
balance under this line.

    Each line requires the maintenance of certain non-financial covenants and
the maintenance of a $2,000,000 tangible net worth covenant, and provides that
amounts borrowed be collateralized by some of the Company's assets.

    In connection with each issuance of warrants to the bank, the Company
recorded in the aggregate, approximately $63,000 as deferred loan costs,
representing the fair market value of the warrants issued at each date,
calculated using the Black-Scholes pricing model. Deferred loan costs are being
amortized to interest expense over the lives of the respective lines of credit.

(7) Commitments

Registration Rights:

    Beginning 180 days after the effective date of the Company's IPO, certain
holders of the Company's common stock and warrants will be entitled to have
their shares registered under the Securities Act of 1933 upon written demand in
certain circumstances. The Company will be responsible for all expenses in
connection with the registration rights.

                                      F-15
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

Operating Leases:

    The Company leases certain computer and office equipment and office space
under noncancelable operating leases expiring at various dates through 2002.

    On September 13, 1999, the Company signed a new lease for office space which
it intends to occupy in the first half of 2000. In connection with signing the
new lease, the Company provided the landlord a letter of credit for $650,000
which is issued under the Company's line of credit. The table below includes
amounts related to the new lease.

    Future minimum annual lease payments under noncancelable operating leases as
of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                              Operating
                                                                Lease
                                                              ----------
<S>                                                           <C>
2000........................................................  $  471,000
2001........................................................     248,000
2002........................................................     175,000
2003........................................................     100,000
2004........................................................     100,000
Thereafter..................................................     475,000
                                                              ----------
                                                              $1,569,000
                                                              ==========
</TABLE>

    Rent expense for the period from August 17, 1998 (inception) to
December 31, 1998 and the year ended December 31, 1999 was $24,000 and $492,000,
respectively.

    In December 1999 and January 2000, the Company entered into agreements with
other Internet sites pursuant to which the parties have agreed to promote their
respective content, products and services and jointly develop either a
co-branded website or feature the Company's services within their sites. The
Company has agreed to spend in the aggregate a minimum of approximately
$0.1 million in development costs as well as approximately $5.0 million in
advertising to market the new sites. In addition, the terms of certain of these
agreements require the Company to share revenues generated on the site. The
terms of these agreements vary from one to five years. We have also entered into
an agreement pursuant to which we have agreed to purchase development and
implementation services through September 2000. The aggregate annual commitment
under these agreements does not exceed $4 million in 2000 and $1.5 million
thereafter.

(8) Income taxes

    The Company has not recorded a provision for income tax expenses, as it has
incurred a net operating loss in every period since its inception. At
December 31, 1999, the Company had a net operating loss carryforward of
$26.7 million give rise to substantially all of its $11.7 million gross deferred
tax asset. The Company has recorded a valuation allowance in the amount of
$11.7 million to fully eliminate the deferred tax asset.

                                      F-16
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

    All net operating losses have a carryforward period of twenty years with
$0.7 million and $26.0 million expiring in 2018 and 2019 respectively, unless
utilized prior to expiration.

<TABLE>
<CAPTION>
                                                     December 31,   December 31,
                                                         1998           1999
                                                     ------------   -------------
<S>                                                  <C>            <C>
Computed expected tax benefit......................    $(352,000)    $(9,542,000)
State and local income tax benefits,
  Net of federal income tax........................      (55,000)     (1,672,000)
Expenses not deductible for tax purposes...........       36,000         243,000
Others.............................................      (25,000)       (296,000)
Increase in valuation allowance....................      396,000      11,267,000
                                                       ---------     -----------
                                                       $      --     $        --
                                                       =========     ===========
</TABLE>

    Temporary differences that give rise to the components of deferred tax
assets as of December 31, 1998 and December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                     December 31,   December 31,
                                                         1998           1999
                                                     ------------   -------------
<S>                                                  <C>            <C>
Deferred tax assets:
  Net operating loss carryforward..................    $ 305,000     $10,692,000
  Accrued bonus and vacation.......................       66,000         377,000
  Fixed assets.....................................        1,000              --
  Others...........................................       24,000          25,000
  Deferred compensation............................           --         576,000
                                                       ---------     -----------
    Total gross deferred tax assets................      396,000      11,670,000
                                                       ---------     -----------
Less valuation allowance...........................     (396,000)    (11,663,000)
                                                       ---------     -----------
    Net deferred tax assets........................    $      --     $     7,000
                                                       ---------     -----------
Deferred tax liabilities:
  Fixed assets.....................................           --           7,000
                                                       ---------     -----------
    Total gross deferred tax liabilities...........           --           7,000
                                                       ---------     -----------
    Net deferred tax...............................    $      --     $        --
                                                       =========     ===========
</TABLE>

    The Company recorded a full valuation allowance against its deferred tax
assets since management believes that it is not more likely than not that these
assets will be realized.

                                      F-17
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

(9) Basic and Diluted Net Loss Per Share

    The following table sets forth the computation of basic and diluted earnings
per share:

<TABLE>
<CAPTION>
                                                                 Period from
                                                               August 17, 1998           Year
                                                               (inception) to           Ended
                                                              December 31, 1998   December 31, 1999
                                                              -----------------   ------------------
<S>                                                           <C>                 <C>
Numerator:
  Net loss..................................................     $(1,035,000)        $(29,390,000)
                                                                 ===========         ============
Denominator:
  Basic and diluted loss per share weighted average
    shares..................................................       9,120,348           10,083,563
                                                                 ===========         ============
  Basic and diluted net loss per share......................     $     (0.11)        $      (2.91)
                                                                 ===========         ============
</TABLE>

    Basic and diluted net loss per share excludes the effect of 405,631 escrowed
shares and $850,000 of contingently issuable shares of common stock in
connection with the acquisition of The Churchill Benefit Corporation as the
conditions surrounding the release of such shares had not been satisfied as of
December 31, 1999. Diluted net loss per share for the period from August 17,
1998 (inception) to December 31, 1998 and the year ended December 31, 1999 does
not include the effect of options and warrants to purchase 2,277,000 and
7,060,000 shares of common stock, respectively, or 6,954,000 and 25,442,000
shares of common stock issuable upon the conversion of Series A and B preferred
stock on an "as-if converted" basis, respectively, as the effect of their
inclusion is anti-dilutive for each period.

    The following table sets forth the computation of the Company's unaudited
pro forma basic and diluted loss per share. Pro forma basic and diluted loss per
share is computed by assuming the conversion of all convertible preferred stock
into common stock as if such shares were outstanding from their respective dates
of issuance.

<TABLE>
<CAPTION>
                                                                     Year
                                                                    Ended
                                                              December 31, 1999
                                                              ------------------
<S>                                                           <C>
Numerator:
  Net loss..................................................     $(29,390,000)
                                                                 ============
Denominator:
  Weighted average number of common shares..................       10,083,563
  Assumed conversion of preferred stock
    Series A................................................       11,961,255
    Series B................................................        4,278,934
                                                                 ------------
                                                                   26,323,752
                                                                 ============
  Pro forma basic and diluted net loss per share............           $(1.12)
                                                                 ============
</TABLE>

(10) Stockholders' Equity

COMMON STOCK:

    In             , 2000, the Company affected a 3 for 2 split of its common
stock. The accompanying financial statements give retroactive effect for this
split.

                                      F-18
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

    Between August and December 1998, the Company sold 9,091,073 shares of
common stock to founders, employees and investors for approximately $535,000 at
prices ranging between $0.03 and $0.23 per share. In connection with the sale of
certain shares to the founders and employees, the Company accepted demand
promissory notes of $106,500, which carry interest of 7%. Amounts due under
these notes of $107,000 and $44,000 as of December 31, 1998 and December 31,
1999, respectively, have been classified as subscription receivables and
deducted from stockholders' equity in the accompanying financial statements.

    Pursuant to agreements between the Company's Chairman and CEO, certain
employees who purchased approximately 4,708,500 shares of common stock in August
and September 1998 agreed to sell their shares first to the Company's CEO and
second to the Company, for the same price paid by such employees, in the event
the employees voluntarily leave the Company prior to January 1, 2001. In
September 1999, the Company's CEO exercised his right under one such agreement
and acquired 85,710 shares for approximately $20,000, or $0.23 per share. In
connection with this transaction, the Company recorded compensation expense of
approximately $243,000, or $2.84 per share, representing the difference between
the price paid, of $0.23 per share and the fair market value of the common stock
on that date, $3.07 per share.

    In December 1999, the Company and the CEO terminated their repurchase rights
pursuant to these agreements.

    In October 1998, the Company entered into an agreement with USWeb
Corporation whereby the Company acquired certain prototype technology in
exchange for 408,000 shares of common stock at a fair value of $0.23 per share,
or $95,000. The Company has expensed this amount in accordance with
SFAS No. 86. The Company's CEO was formerly a senior managing partner of USWeb.

PREFERRED STOCK:

    In December 1998, the Company sold 4,636,000 shares of Series A convertible
preferred stock to third parties for $5,795,000, or $1.25 per share. The Series
A preferred stock is convertible on a 1.5 for 1.0 basis, subject to
anti-dilution protection, and has preference to the Company's common stock in
the event of liquidation. The holders of the Series A preferred stock vote on an
as-if-converted basis, and are entitled to dividends only when and if declared
by the Company.

    From January through March 1999, the Company sold an additional 3,648,000
shares of Series A convertible preferred stock to third parties for $4,560,000,
or $1.25 per share. In connection with the sale of 156,000 shares of Series A
preferred stock in March 1999, the Company accepted a promissory note of
$195,000 which carries a 8% interest rate and is payable on February 22, 2002.
Amounts due under this note have been classified as subscription receivable, and
deducted from stockholders' equity in the accompanying consolidated financial
statements.

    In connection with advising the Company during the Series A financing,
certain Series A investors also received warrants to purchase 852,000 shares of
common stock at fair market value of $1.25 per share. The warrants are
immediately exercisable and expire December 24, 2005. As these warrants were
issued in connection with the sale of equity, the Company has charged and
recorded a corresponding credit to additional paid-in capital for the fair
market value of the warrants.

    On September 3, 1999, the Company sold 8,677,000 shares of Series B
convertible preferred stock to third parties for $40,000,000, or $4.61 per
share. The Series B preferred stock is convertible on a 1.5 for 1.0 basis,
subject to anti-dilution protection, and has preference to the Company's common
stock in the event of liquidation. The holders of the Series B preferred stock
vote on an as-if-converted basis, and are entitled to dividends only when and if
declared by the Company.

                                      F-19
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

STRATEGIC AND ADVISORY AGREEMENTS

GREENHILL & CO.:

    On September 3, 1999, the Company entered into an agreement with Greenhill &
Co. ("Greenhill") whereby Greenhill will act as the Company's mergers and
acquisitions advisor for a period of six months or until the Company has either
acquired two identified targets or completed acquisitions aggregating $30
million (the "Initial Term"). Unless otherwise terminated, the agreement shall
be automatically renewed (a) following the Initial Term and shall continue until
the Company has completed either $250 million of cumulative acquisitions or a
total of four previously identified targets that have an aggregate value of at
least $100 million (the "First Renewal Term") and (b) following the First
Renewal Term, until the Company has completed at least $750 million of
cumulative acquisitions or a total of ten previously identified targets (the
"Second Renewal Term").

    As consideration for the above services, Greenhill is entitled to
1) warrants to immediately purchase 450,000 shares of the Company's common stock
at $3.07 per share upon the commencement of the Initial Term, 2) warrants to
immediately purchase 450,000 shares of the Company's common stock at the then
fair market value upon the earlier of the commencement of the First Renewal Term
or the pricing of a qualified IPO, and 3) warrants to immediately purchase
450,000 shares of the Company's common stock at the then fair market value upon
commencement of the Second Renewal Term.

    In connection with the issuance of the Greenhill Initial Term warrants, the
Company recorded a pre-paid expense of approximately $554,000 representing the
fair market value of the warrants calculated using the Black-Scholes pricing
model and is amortizing this amount over the Initial Term of the agreement.

    In January 2000, the Company completed the acquisitions of
INDUSTRYINSITE.COM and Ithority Corporation (see Note 13) and accordingly, the
Company expensed any previously unamortized amounts associated with the Initial
Term warrants. Additionally, the Company issued to Greenhill, the First Renewal
Term warrants to purchase 450,000 shares of the Company's common stock at fair
market value of $8.21 per share. In connection with the issuance of the First
Renewal Term warrants the Company recorded a prepaid expense of approximately
$832,500 calculated using the Black-Scholes pricing model. The Company will
amortize this amount over one year, which is the Company's best estimate of the
length of the First Renewal Term.

KIRSHENBAUM BOND & PARTNERS:

    In June 1999, the Company entered into an agreement with Kirshenbaum Bond
Partners ("KBP") whereby KBP will develop and build an advertising and branding
campaign for the Company in exchange for monthly fees to be paid in cash and
warrants to purchase shares of the Company's common stock. All warrants issued
under this agreement will have a strike price of $0.01, are exercisable upon the
Company's IPO and expire five years from the dates of issuance. The agreement
also provides that, after the Company has completed its IPO, all fees are to be
paid only in cash.

    In connection with the KBP agreement, the Company issued 40,500 warrants to
KBP through December 31, 1999, and the Company recorded sales and marketing
expenses of approximately $182,000, representing the fair market value of the
warrants calculated using the Black-Scholes pricing model.

SAPIENT CORPORATION:

    In May 1999, the Company entered into an agreement with Sapient Corporation
("Sapient") whereby Sapient will assist the Company in developing its OPUSRM
product for two years in exchange for warrants to immediately purchase 120,000
shares of Common Stock at $0.83. In connection with the granting of warrants

                                      F-20
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

to Sapient, which expire on December 31, 1999, the Company recorded deferred
costs of approximately $54,000, representing the fair market value of the
warrants calculated using the Black-Scholes pricing model, which will be
amortized over the term of the agreement.

CAREERPATH.COM:

    On November 21, 1999, the Company entered into an agreement with
CareerPath.com ("CareerPath"), a company that provides career counseling and job
placement services on the Internet. The agreement provides for the Company and
CareerPath to jointly develop a co-branded web-site that will feature the
content and services of both companies. CareerPath and the Company agreed to
equally share up to $90,000 of the costs associated with building the site and
will promote the site to each other's member base. Any costs above $180,000 will
be the responsibility of the Company.

    The Company and CareerPath agreed to a revenue sharing arrangement for
transactions conducted through the co-branded site, including subscriptions for
products and services and advertising revenue.

    As part of the agreement, the Company agreed to advance $500,000 to
CareerPath against CareerPath's year one share of revenues generated on the
co-branded site and to purchase $1.5 million of advertising on CareerPath's site
as well as their affiliated newspapers.

    The Company has agreed to pay the revenue share advance and advertising fees
in restricted common stock at a fair market value of $8.15 per share or 245,355
shares. Upon issuance of the stock to CareerPath, the Company will record the
$500,000 revenue share advance and $1.5 million advertising advance as prepaid
royalties and prepaid advertising, respectively.

J.P. MORGAN:

    In December 1999, the Company entered into an agreement with J.P. Morgan &
Co. ("J.P. Morgan") whereby J.P. Morgan will assist the Company for two years in
developing its enhanced OPUS XCHANGE product in exchange for 39,000 shares of
the Company's common stock with a fair value of $8.15 per share, or $318,000.
The Company will charge to product development expense the fair market value of
the shares issued to J.P. Morgan over the term of the agreement.

STOCK OPTIONS:


    In October 1998, the Company adopted the 1998 Stock Option Plan ("1998
Plan") which provides for the granting of non-qualified and incentive stock
options to employees, board members and advisors. The plan authorized the
granting of 6 million options and are for periods not to exceed ten years.


    For the year ended December 31, 1999, the Company recorded deferred
compensation of approximately $5,758,000 in connection with the granting of
options to employees and board members under the Plan. Deferred compensation
related to options granted to employees and board members is being amortized
over the vesting period of the options, which is generally four years. In
December 1999, the Company fully vested certain options that would have
otherwise vested over a four-year period. Accordingly, the Company charged to
compensation expense any previously unamortized amounts related to these
options. The Company recognized $756,000 as expense during the year ended
December 31, 1999 relating to employee and board member options, which includes
amounts related to the acceleration of certain options.


    In March 2000, the Company adopted the (1) 2000 Stock Option Plan (the "2000
Plan"), which provides for the granting of non-qualified and incentive stock
options to employees, board members and advisors (2) the 2000 Non-Employee
Directors' Plan (the "Non-Employee Director Plan"), which will provide


                                      F-21
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)


for automatic, nondiscretionary grants, after the closing of the IPO, of
non-qualified stock options to non-employee board members, as defined, and
(3) the 2000 Employee Stock Purchase Plan (the "ESPP"), which will permit
eligible employees to acquire, through payroll deductions, shares of the
Company's common stock after the closing of the IPO. The 2000 Plan and the
Non-Employee Director Plan authorize the granting of 7.5 million and
1.13 million options, respectively, and provide for option terms not to exceed
ten years. The ESPP authorizes the issuance of 2.25 million shares to
participating employees.



    In the first quarter of 2000, the Company recorded additional deferred
compensation of $8,081,000, primarily related to options granted to our new
president, in connection with granting options to employees and board members.



    The Company expects to amortize unamortized deferred compensation expense of
$13,083,000 as follows:



<TABLE>
<S>                                                           <C>
For the year ended December 31, 2000........................  $5,487,000
For the year ended December 31, 2001........................  $3,260,000
For the year ended December 31, 2002........................  $3,260,000
For the year ended December 31, 2003........................  $1,076,000
</TABLE>



    In connection with the granting of approximately 322,000 stock options in
1999 to non-employees, the Company recorded deferred compensation expense of
approximately $1,916,000 for the year ended December 31, 1999. These options
have been issued under the Plan and generally vest over three to four years. The
Company will amortize deferred compensation for those options issued to
non-employees in accordance with EITF 96-18 and will record expense for the fair
market value of the options at each interim reporting date over which the
options vest. Fair market value at each date of grant and interim reporting
period was calculated using the Black-Scholes pricing model.


    In December 1999, the Company fully vested certain options to non-employees
which would have otherwise vested over a three-year period. Accordingly, the
Company revalued and immediately expensed the fair value of the accelerated
options and amortized to compensation expense any previously unamortized
deferred compensation related to these options.

    The Company recognized expense of $1,449,000 for the year ended
December 31, 1999 relating to the vesting of approximately 245,000 non-employee
options, which includes amounts related to the acceleration of certain options.
The Company cannot presently determine the amount of future compensation expense
it may record related to the remaining unvested options issued to non-employees
as these amounts are subject to adjustment based on the fair market value of the
Company's common stock at each reporting date.

    The following transactions occurred with respect to the Company's 1998 Stock
Option Plan:

<TABLE>
<CAPTION>
                                                                      Weighted
                                                                      Average
                                                        Shares     Exercise Price
                                                      ----------   --------------
<S>                                                   <C>          <C>
Granted.............................................   1,425,000       $ 0.55
Canceled............................................          --           --
                                                      ----------
Outstanding, December 31, 1998......................   1,425,000         0.55
Granted.............................................   4,675,000         1.15
Canceled............................................    (732,000)       (0.63)
Exercised...........................................     (28,000)        0.33
                                                      ----------
Outstanding, December 31, 1999......................   5,340,000       $ 1.09
                                                      ==========
</TABLE>

                                      F-22
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

    The following table summarizes information concerning outstanding options at
December 31, 1998:

<TABLE>
<CAPTION>
                          Options Outstanding
                     ------------------------------                        Options Exercisable
                                      Weighted-                        ----------------------------
                                       Average          Weighted-                       Weighted
     Range of          Number         Remaining          Average         Number         Average
  Exercise Price     Outstanding   Contractual Life   Exercise Price   Outstanding   Exercise Price
  --------------     -----------   ----------------   --------------   -----------   --------------
<S>                  <C>           <C>                <C>              <C>           <C>
    $0.32-$0.45         713,000          9.83              $0.38          32,000          $0.38
    $0.50-$0.67         360,000          9.90              $0.61           9,000          $0.58
    $0.79-$0.83         352,000          9.98              $0.81           1,000          $0.81
                      ---------                                          -------
                      1,425,000                                           42,000
                      =========                                          =======
</TABLE>

    The following table summarizes information concerning outstanding options at
December 31, 1999:

<TABLE>
<CAPTION>
                          Options Outstanding
                     ------------------------------                        Options Exercisable
                                      Weighted-                        ----------------------------
                                       Average          Weighted-                       Weighted
     Range of          Number         Remaining          Average         Number         Average
  Exercise Price     Outstanding   Contractual Life   Exercise Price   Outstanding   Exercise Price
  --------------     -----------   ----------------   --------------   -----------   --------------
<S>                  <C>           <C>                <C>              <C>           <C>
    $0.32-$0.45       2,894,000          9.18              $0.37         590,000          $0.37
    $0.50-$0.67         360,000          8.90              $0.61          99,000          $0.60
    $0.79-$0.83         252,000          9.07              $0.80          78,000          $0.80
    $1.47-$1.85         916,000          9.52              $1.83          99,000          $1.81
    $2.67-$3.07         894,000          9.76              $2.77          40,000          $2.79
       $8.00             24,000          9.98               8.00              --           8.00
                      ---------                                          -------
                      5,340,000                                          906,000
                      =========                                          =======
</TABLE>

    Pro forma information regarding net loss is required by SFAS No. 123 which
also requires that the information be determined as if the Company has accounted
for its stock options under the fair value method of the statement. The fair
value for these options was estimated using the minimum value method with the
following assumptions:

<TABLE>
<CAPTION>
                                                     1998                   1999
                                             ---------------------  ---------------------
<S>                                          <C>                    <C>
Average risk-free interest rate............      4.68% ~ 5.07%          4.63% ~ 5.42%
Dividend yield.............................          0.0%                   0.0%
Average life...............................        6.9 years              6.8 years
</TABLE>

    Because determination of fair value of all options granted after such time
as the Company becomes a public entity will include an expected volatility
factor in addition to the factors described in the preceding paragraph, the
above results may not be representative of future periods. The Company's pro
forma information is as follows:

<TABLE>
<CAPTION>
                                                       1998          1999
                                                   ------------  -------------
<S>                                                <C>           <C>
Pro forma net loss available to common
  stockholders...................................  $(1,039,000)  $(30,272,556)
Pro forma basic and diluted loss per share.......    $(0.11)        $(3.00)
</TABLE>

(11) Segment Information

    In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," the Company's reportable segments are
business units that offer different products and services throughout the United
States.

                                      F-23
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

    The Company's reportable segments are as follows:

    - FREEAGENT.COM SERVICES--which includes FREEAGENT.COM, a web-site that
      enables independent professionals to manage their careers by offering
      access to project opportunities and corporate products and services; and,
      FREEAGENT E.OFFICE, a back-office and employer service for independent
      professionals. Independent professionals who elect to receive FREEAGENT
      E.OFFICE services are the Company's contractual employees for federal
      income tax purposes and for whom the Company prepares IRS Form W-2's. The
      Company enters into contracts with organizations for projects to be
      performed by FREEAGENT E.OFFICE employees, process invoices on their
      behalf and, upon receipt of amounts due from the contracting organization
      for the services rendered by the FREEAGENT E.OFFICE employees, remit the
      amount to them after deducting payroll taxes, the fees charged by the
      Company and directing amounts to their health insurance and 401(k)
      retirement plans, as directed by the FREEAGENT E.OFFICE employee.

    - APPLICATION AND PROCUREMENT SERVICES--which includes OPUS XCHANGE, a
      web-based platform designed to enable corporations, professional service
      firms, staffing vendors and other buyers of project-based labor to procure
      these services in an exchange-based environment by using search
      technologies to match people with projects; and, OPUSRM, a labor resource
      management service designed to centralize resource and project information
      and enable organizations to manage their internal and external labor
      resources.

    The Company's accounting policies for these segments are the same as those
described in the summary of Significant Accounting Policies.

    The table below presents information about segments used by the chief
operating decision-maker of Opus for the period from August 17, 1998 (inception)
to December 31, 1998 and the year ended December 31, 1999.

<TABLE>
<CAPTION>
                                          Application
                                              and
                                          Procurement   FreeAgent
                                           Services      Services       Total
                                          -----------   ----------   -----------
<S>                                       <C>           <C>          <C>
1999:
  Revenues..............................  $        --   $  419,000   $   419,000
  Gross (loss) profit...................           --      158,000       158,000
  Net loss before equity-based
    compensation charges................  (18,943,000)  (7,999,000)  (26,942,000)
  Total assets..........................   37,864,000    2,852,000    40,716,000

1998:
  Revenues..............................  $        --   $       --   $        --
  Gross profit..........................           --           --            --
  Net income (loss).....................   (1,035,000)          --    (1,035,000)
  Total assets..........................    5,886,000           --     5,886,000
</TABLE>

    For the year ended December 31, the reconciliation between segment net loss
and net loss from operations is as follows:

<TABLE>
<S>                                                           <C>
Segment net operating loss..................................  $(26,942,000)
Equity-based compensation...................................     2,448,000
Enterprise net operating loss...............................  $(29,390,000)
</TABLE>

                                      F-24
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

(12) Employee Benefit Plan

    During 1999 and 1998, the Company sponsored a 401(k) Defined Contribution
Retirement Plan ("the Plan") under which substantially all full-time employees
were eligible to participate. The Company made no matching contributions to the
Plan during 1999 and 1998. In addition, the Company's Churchill subsidiary
provides a separate 401(k) plan for FREEAGENT E.OFFICE MEMBERS.

    The Churchill plan allows for employees to contribute up to 15% of eligible
compensation and a discretionary match by the Company. The Company's
contribution to the subsidiary's 401(k) plan from May 27, 1999, the date
Churchill was acquired, to December 31, 1999 was $558,000.

    The Company does not provide any post retirement or any post employment
benefits.

(13) Subsequent Events

INDUSTRYINSITE.COM:

    On January 10, 2000, the Company acquired from BrainStorm Interactive Inc.
all of the related assets and liabilities of IndustryInsite.com
("IndustryInsite.com"), a web-site operated by BrainStorm, for an aggregate
purchase price of $1,000,000. The purchase price was paid as follows:
i) $650,000 on closing and ii) a $350,000 note payable which will be due upon
the earlier of (i) ninety days from closing (ii) three business days after the
completion of the Company's IPO and (iii) a change of control of the Company, as
defined.

ITHORITY CORPORATION:

    On January 20, 2000, the Company acquired 100% of the outstanding equity of
Ithority Corporation ("Ithority") in exchange for approximately 243,474 shares
of the Company's common stock valued at $2 million, or $8.21 per share, plus
$250,000 on closing and $250,000 upon the earlier of integration of Ithority's
web-site with the Company's or 120 days subsequent to closing.

    The former shareholders of Ithority are also entitled to approximately
182,599 shares, which have been placed in escrow (the "Ithority Escrow Shares")
plus $4 million of the Company's common stock payable one year from the date of
closing based upon the then fair market of the Company's common stock (the
"Ithority Additional Shares"). The Ithority Escrow Share will be released one
year from the date of closing and are subject to certain representations and
warranties provided by the selling shareholders.


    Approximately 178,240 of the Ithority Escrow Shares and 97% of Ithority
Additional Shares payable to certain selling shareholders are subject to three
year vesting agreements whereby the Company has the right but not the obligation
to repurchase these shares for $0.01 per share in the event the shareholder is
no longer employed by the Company. The Company will record deferred compensation
expense for the fair market value of the shares, which are subject to
employment, and will amortize such amounts over the vesting period.


    Under Rule 3-05 of Regulation S-X, the Company is required to file with the
SEC audited financial statements of Ithority Corporation as soon as possible but
in no event more than 75 days from the consummation of the acquisition.

PEOPLEMOVER, INC.:


    On February 24, 2000, the Company acquired all of the outstanding equity of
PeopleMover, Inc. ("PeopleMover") for approximately 2,634,000 shares of common
stock. Additionally, the Company will


                                      F-25
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)


exchange options to purchase approximately 1,189,000 shares of its common stock
for outstanding stock options to purchase PeopleMover common stock.


    The acquisition of PeopleMover consists of the following:

    - 2,634,000 shares of Opus360 common shares valued at approximately
      $23,990,000, or $9.11 per share;

    - the assumption by Opus360 of options to purchase shares of PeopleMover
      common stock, to be exchanged for options to purchase approximately
      1,189,000 shares of Opus360 common stock. The options have been valued at
      approximately $7,875,000 using the Black-Scholes pricing model. Such
      shares have an aggregate exercise price of approximately $5,175,000; and

    - the Company also anticipates acquisition costs of approximately $300,000
      related to the merger.

    Approximately 342,000 shares issued to the PeopleMover shareholders are
subject to a three-year restricted stock vesting agreement, whereby, the Company
has the right but not the obligation to repurchase these shares for $0.01 per
share in the event the shareholder is no longer employed by the Company. The
Company will only include the vested portion of the restricted shares for
purposes of calculating basic earnings per share. The Company will also include
the unvested portion of the restricted shares for purposes of calculating
diluted earnings per share, if such amounts are dilutive.

    The value of the approximately 342,000 shares, which are subject to the
three-year vesting agreement, is approximately $3,134,000 and will be recorded
to deferred compensation expense and amortized over the term of the vesting
agreement.

    In connection with its negotiations to acquire PeopleMover, the Company
entered into an interim funding agreement with PeopleMover pursuant to which the
Company agreed to provide loans to PeopleMover through the earlier of March 3,
2000 or the date that the acquisition agreement is signed. The aggregate amount
of the loans, which have a stated interest rate of 18% cannot exceed
$3.0 million. If the acquisition agreement is executed during the loan period,
the aggregate amount of any outstanding principal and accrued interest will
reduce the purchase price of the acquisition on a dollar for dollar basis. As of
December 31, 1999, the Company had outstanding loans of $575,000 to PeopleMover.

    The Company intends to account for the acquisition of PeopleMover using the
purchase method and, accordingly, the results of operations of PeopleMover will
be included in the Company's consolidated financial statements from the date of
acquisition. The purchase price will be preliminarily allocated to PeopleMover's
historical assets and liabilities based on the carrying values of the assets
acquired and liabilities assumed.

    The following pro forma financial information represents the preliminary
allocation of the purchase price over historical net book values of the acquired
assets and assumed liabilities of PeopleMover at December 31, 1999, and are for
illustrative purposes only. Goodwill and other intangibles expected to be
created, as a result of the PeopleMover acquisition will be amortized over three
years. Actual fair values will be based on

                                      F-26
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

financial information as of the acquisition date. Assuming the transaction had
occurred on December 31, 1999, the preliminary allocation would have been as
follows:

<TABLE>
<S>                                                           <C>
Value of shares not subject to restricted stock vesting
agreement                                                     $20,880,000
Value of stock options issued, measured using Black-Scholes
pricing model                                                   7,875,000
Estimated costs associated with acquisition                       300,000
Conversion of redeemable preferred stock                       (5,425,000)
Conversion of notes payable into equity                        (1,375,000)
Negative net assets acquired, as of December 31, 1999           9,371,000
                                                              -----------
Excess purchase price over net assets acquired                $31,626,000
</TABLE>

    The excess purchase price over the net assets acquired in the PeopleMover
transaction has been preliminarily assigned to goodwill, which will be amortized
over three years, and may be subject to change upon evaluation of the fair value
of PeopleMover's acquired assets and liabilities as of the acquisition date as
well as the potential identification of certain intangible assets, including
customer lists and in-process technology. The Company expects to amortize fixed
and intangible assets acquired over the same three-year period of time and
accordingly, any changes from the final allocation of the purchase price is not
expected to have a material impact on the Company's Statement of Operations.

EMPLOYMENT AGREEMENTS:

    In connection with the Ithority and PeopleMover transactions, the Company
entered into various three-year employment contracts with certain former
employees which obligate the Company to annual salaries totaling approximately
$630,000 plus the opportunity to participate in the Company's bonus and benefit
plans.

    On January 21, 2000, the Company entered into a three-year employment
agreement with Mr. Richard S. Miller, who will assume the role of President and
Chief Operating Officer, which obligates the Company to pay an annual salary of
$250,000. The Agreement further provides that Mr. Miller will be eligible for
annual bonuses of not less than $100,000 per year if certain performance
criteria are met.

    In connection with the January 21, 2000 employment agreement, Mr. Miller has
been granted incentive stock options to purchase 32,918 shares of Opus common
stock at fair market value or $9.11 per share and non-qualified stock options to
purchase 1,474,582 shares of common stock of which 300,000 have a strike price
of $2.67 and are immediately vested, 600,000 have a strike price of $2.67 and
vest over 3 years and the remaining 574,582 have a strike price of $8.00 and
vest over 3 years. The Company will record deferred compensation of $6,425,000
in connection with Mr. Miller's option grants and will amortize this amount to
compensation expense over the three-year vesting term of Mr. Miller's options.
The non-qualified options issued to Mr. Miller have been issued outside of the
Company's existing Stock Option Plan.

    In February 2000, the Company entered into three-year agreements with
several of its employees, who are also stockholders, which obligate the Company
to annual salaries totaling approximately $3.2 million. Pursuant to the terms of
some of these agreements, the Company has the right to purchase 3,787,500 shares
for approximately $140,000 from these individuals at the employees original cost
if these employees are either terminated for cause or resign during the year
ended December 31, 2000.

LUCENT:

    On February 7, 2000, the Company entered into a strategic relationship with
Lucent, whereby Lucent will assist the Company in developing its OPUSRM product
for two years in exchange for two warrants to immediately purchase shares of its
common stock. John L. Drew, a member of the Company's board, is the

                                      F-27
<PAGE>
                              OPUS360 CORPORATION

                   Notes to Financial Statements (Continued)

chief executive officer of the NetCare Professional Services Division of Lucent
and an executive vice president of Lucent. The first warrant entitles Lucent to
purchase up to 225,000 shares of the Company's common stock at the exercise
price of $3.33 per share for one year from the date of grant, subject to
extension if the Company's IPO does not close by March 31, 2000. In connection
with the granting of the first warrant to Lucent on February 7, 2000, the
Company will record prepaid expense of approximately $1,345,000, representing
the fair market value of the warrant calculated using the Black-Scholes pricing
model which will be amortized over the term of the agreement. The second warrant
will be exercisable for a three-year period commencing on the 240th day after
the effective date of the Company's IPO. The exercise price of the second
warrant will be equal to the average market price of the Company's common stock
during the 10 trading days immediately preceding the date the warrant first
becomes exercisable. The number of shares issuable upon the exercise of the
second warrant will be determined by dividing $2,655,000 by the present value of
a warrant to purchase one share of the Company's common stock, as determined by
the Black-Scholes option pricing model, with the strike price assumed to be the
actual exercise price and the volatility rate assumed to be 100%. The Company
will record prepaid expense for the second warrant at the time of issuance which
will represent the then fair market value of the warrant calculated using the
Black-Scholes pricing model and will be amortized over the remaining life of the
original 2-year agreement.

DELL:

    On March 1, 2000 the Company entered into a stock purchase agreement with
Dell USA L.P. ("Dell"), an affiliate of Dell Computer Corporation, whereby Dell
agreed to purchase up to $14 million of the Company's common stock at a price
equal to the initial public offering price per share less an amount equal to the
per share underwriting discount and commissions received by the underwriters.
The closing of the concurrent placement is contingent on and will close
simultaneously with the closing of the Company's initial public offering.

    The shares being sold in the concurrent placement will not be registered for
immediate sale under the Securities Act and subject to certain limited
exceptions involving a sale of the company or a change of control, Dell has
agreed not to sell the shares it acquires in the concurrent placement for a one
year period.

    In connection with Dell's purchase of the Company's common stock, Dell
Marketing LP, the marketing affiliate of Dell Computer Corporation will enter
into a marketing agreement pursuant to which Dell Marketing will provide a
prominent link to the Company's web site on its web site. The marketing
arrangement will become effective with the closing of the concurrent placement
and will be for a period of one year.

                                      F-28
<PAGE>
                          Independent Auditors' Report

To the Stockholder
The Churchill Benefit Corporation

    We have audited the accompanying balance sheets of The Churchill Benefit
Corporation as of December 31, 1997 and 1998 and the related statements of
operations, stockholder's 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.

    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 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 The Churchill Benefit
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.

                                          /s/ KPMG LLP

New York, New York
October 8, 1999

                                      F-29
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                                 Balance Sheets

                           December 31, 1997 and 1998

<TABLE>
<CAPTION>
                                                                                      March 31,
                                                              1997         1998         1999
                                                           ----------   ----------   -----------
                                                                                     (Unaudited)
<S>                                                        <C>          <C>          <C>
                         Assets
Current assets:
  Cash...................................................  $    3,000   $   84,000   $  591,000
  Accounts receivable....................................   1,436,000    1,793,000    1,837,000
  Other current assets...................................          --        5,000        4,000
                                                           ----------   ----------   ----------
    Total current assets.................................   1,439,000    1,882,000    2,432,000
Property and equipment, net of accumulated depreciation
  of $8,000 in 1997 and $27,000 in 1998..................      10,000        7,000        6,000
                                                           ----------   ----------   ----------
                                                           $1,449,000   $1,889,000   $2,438,000
                                                           ==========   ==========   ==========

          Liabilities and Stockholder's Equity
Current liabilities:
  Accounts payable and accrued expenses..................  $   30,000   $   11,000   $    5,000
  Accrued wages..........................................   1,198,000    1,646,000    2,279,000
                                                           ----------   ----------   ----------
    Total current liabilities............................   1,228,000    1,657,000    2,284,000
                                                           ----------   ----------   ----------

Stockholder's equity:
  Common stock, $1 par value, 1,000 shares authorized,
    issued and outstanding...............................       1,000        1,000        1,000
  Retained earnings......................................     220,000      231,000      153,000
                                                           ----------   ----------   ----------
    Total stockholder's equity...........................     221,000      232,000      154,000
                                                           ----------   ----------   ----------
Commitments..............................................  $1,449,000   $1,889,000   $2,438,000
                                                           ==========   ==========   ==========
</TABLE>

              See the accompanying notes to financial statements.

                                      F-30
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                            Statements of Operations

                     Years ended December 31, 1997 and 1998

<TABLE>
<CAPTION>
                                                                              Three         Three
                                                                             Months        Months
                                                                              Ended         Ended
                                                                            March 31,     March 31,
                                                       1997       1998        1998          1999
                                                     --------   --------   -----------   -----------
                                                                           (Unaudited)   (Unaudited)
<S>                                                  <C>        <C>        <C>           <C>
Revenues...........................................  $658,000   $799,000     $200,000      $177,000
Cost of revenues...................................    17,000     68,000       17,000        18,000
                                                     --------   --------     --------      --------
  Gross profit.....................................   641,000    731,000      183,000       159,000
General and administrative expenses................   525,000    524,000      131,000       237,000
                                                     --------   --------     --------      --------
  Operating income.................................   116,000    207,000       52,000       (78,000)
Interest income....................................     3,000      3,000           --            --
                                                     --------   --------     --------      --------
  Net income (loss)................................  $119,000   $210,000     $ 52,000      $(78,000)
                                                     ========   ========     ========      ========

Basic and diluted net income (loss) per share......  $ 119.00   $ 210.00     $  52.00      $ (78.00)
                                                     ========   ========     ========      ========
Weighted average shares outstanding used in basic
  and fully diluted net loss.......................     1,000      1,000        1,000         1,000
                                                     ========   ========     ========      ========
</TABLE>

                See accompanying notes to financial statements.

                                      F-31
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                       Statements of Stockholder's Equity

                     Years ended December 31, 1997 and 1998

<TABLE>
<CAPTION>
                                                           Common Stock                       Total
                                                        -------------------   Retained    Stockholder's
                                                         Shares     Amount    Earnings       Equity
                                                        --------   --------   ---------   -------------
<S>                                                     <C>        <C>        <C>         <C>
Balance at December 31, 1996..........................   1,000      $1,000    $ 185,000     $ 186,000
Distribution to stockholder...........................      --          --      (84,000)      (84,000)
Net income............................................      --          --      119,000       119,000
                                                         -----      ------    ---------     ---------
Balance at December 31, 1997..........................   1,000       1,000      220,000       221,000
Distribution to stockholder...........................      --          --     (199,000)     (199,000)
Net income............................................      --          --      210,000       210,000
                                                         -----      ------    ---------     ---------
Balance at December 31, 1998..........................   1,000      $1,000    $ 231,000     $ 232,000
                                                         =====      ======    =========     =========
</TABLE>

                See accompanying notes to financial statements.

                                      F-32
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                            Statements of Cash Flows

                     Years ended December 31, 1997 and 1998

<TABLE>
<CAPTION>
                                                                     Three Months     Three Months
                                                                    Ended March 31   Ended March 31
                                              1997        1998           1998             1999
                                            ---------   ---------   --------------   --------------
                                                                     (Unaudited)      (Unaudited)
<S>                                         <C>         <C>         <C>              <C>
Cash flows provided by operating
  activities:
  Net income (loss).......................  $ 119,000   $ 210,000      $  52,000        $ (78,000)
  Adjustment to reconcile net income to
    net cash provided by operating
    activities:
    Depreciation..........................      5,000      19,000          1,000            5,000
    Cash provided by (used for) changes
      in:
      Accounts and unbilled receivables...   (427,000)   (357,000)       177,000          (44,000)
      Other current assets................         --      (5,000)            --            1,000
      Accounts payable and accrued
        expenses..........................    (13,000)    (19,000)       (30,000)          (6,000)
      Accrued labor.......................    517,000     448,000         50,000          633,000
                                            ---------   ---------      ---------        ---------
        Net cash provided by operating
          activities......................    201,000     296,000        250,000          511,000
                                            ---------   ---------      ---------        ---------
Cash flows used in investing activities:
  Additions to property and equipment.....         --     (16,000)            --           (4,000)
                                            ---------   ---------      ---------        ---------
        Net cash used in investing
          activities......................         --     (16,000)            --           (4,000)
                                            ---------   ---------      ---------        ---------
Cash flows used in financing activities:
  Repayment of stockholder loan...........    (22,000)         --             --               --
  Distributions to stockholders...........    (84,000)   (199,000)            --               --
                                            ---------   ---------      ---------        ---------
        Net cash used in financing
          activities                         (106,000)   (199,000)            --               --
        Net increase in cash and cash
          equivalents.....................     95,000      81,000        250,000          507,000
Cash and cash equivalents at beginning of
  year....................................    (92,000)      3,000          3,000           84,000
                                            ---------   ---------      ---------        ---------
Cash and cash equivalents at end of
  year....................................  $   3,000   $  84,000      $ 253,000        $ 591,000
                                            =========   =========      =========        =========
</TABLE>

                See accompanying notes to financial statements.

                                      F-33
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                         Notes to Financial Statements

                           December 31, 1997 and 1998

(1) Summary of Significant Accounting Policies

(A) OPERATIONS

    The Churchill Benefit Corporation (the "Company") was incorporated in 1986
under the laws of New Jersey and maintains its headquarters in Florida. The
Company has reincorporated in the state of Delaware. The Company is an
S-corporation and is owned by one individual.

    The Company was organized to provide back office services to independent
professionals, including billing and collection, in exchange for a monthly fee.
The Company treats each of these individuals as an employee for federal income
tax purposes ("Contract Employees"). The monthly fee charged by the Company has
varied over the years.

    The Company's Contract Employees are primarily information technology
professionals and are responsible for finding their own customers. The Company
then contracts, invoices and collects from the customers on behalf of the
Contract Employees. As part of its agreement with the Contract Employees, the
Company is not obligated to remit any money to the Contract Employee until it
has collected from the customer for whom the Contract Employee has performed
services. Upon collection, the Company remits the money to the employees after
withholding the appropriate payroll taxes, the health and retirement benefits
which the Contract Employee has elected to receive, and the Company's monthly
fee. In certain cases, the Company will pay the employee prior to collection of
the related receivable.

    BASIS OF PRESENTATION

    The accompanying financial statements reflect a change in how the Company
recognizes revenue. The Company currently recognizes as revenue the monthly fee
it charges to its Contract Employees for providing its E.OFFICE services as
these services are provided. Previously, the Company recorded as revenue the
gross billings from services provided by its Contract Employees to customers
with whom the Company contracts, invoices and collects on behalf of its Contract
Employees. The Company would then record a corresponding charge to cost of
revenues for the same amount less its service fee. This change in the Company's
revenue recognition policy has no effect on historical net income or loss.

    The Company believes its current revenue recognition policy clarifies its
financial position and result of operations and is consistent with the view of
the Securities and Exchange Commission on revenue recognition issued in Staff
Accounting Bulletin No. 101. (See footnote 7).

(B) INTERIM FINANCIAL INFORMATION (UNAUDITED)

    The statements of operations, and cash flows of the Company for the three
months ended March 31, 1998 and 1999 are unaudited. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted. In
the opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial position and
results of operations and cash flows, have been included in such unaudited
financial statements. The results of operations for the three months ended
March 31, 1998 and 1999 are not necessarily indicative of the results to be
expected for the entire year.

                                      F-34
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                   Notes to Financial Statements (Continued)

                           December 31, 1997 and 1998

(C) CASH

    The Company considers all highly liquid securities with original maturities
of three months or less to be cash equivalents.

(D) ACCOUNTS RECEIVABLE AND ACCRUED WAGES PAYABLE

    Accounts receivable represents amounts invoiced by the Company on behalf of
its Contract Employees for services rendered to a customer that has contracted
with the Company. Included in accounts receivable is approximately $462,000 and
$509,000 as of December 31, 1997 and 1998, respectively, representing services
performed by the Company's Contract Employees prior to year-end and invoiced
shortly thereafter. Accrued wages represents the amounts owed to the Company's
Contract Employees for services rendered under contracts with third parties.

(E) REVENUE RECOGNITION

    The Company recognizes as revenue the fees it charges to its contract
employees in the period in which it provides its services.

(F) COST OF REVENUES

    Cost of revenues primarily includes salaries paid to the Company's staff
that help administer the Company's services.

(G) PROPERTY AND EQUIPMENT

    Furniture and equipment consists of office furniture and computer equipment,
and is being depreciated using the straight-line method over the estimated
useful lives of the related assets, which range from three to seven years.
Depreciation expense totaled $5,000 and $20,000 for the years ended
December 31, 1997 and 1998, respectively.

(H) ESTIMATES

    The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures 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.

(I) INCOME TAXES

    The Company operates as an S-corporation under the Internal Revenue Code and
therefore, was not subject to federal and state corporate income taxes. Under
the S-corporation provision of the Code, the shareholders of the Company include
their share of the Company's income on their personal income tax returns.
Accordingly, these financial statements contain no provision or benefit and no
assets or liabilities for federal or state income taxes.

    For the years ended December 31, 1997 and 1998, net income would have been
approximately $71,000 and $126,000, respectively, assuming the Company's income
before taxes was subject to a combined federal and state income tax rate of 40%.

                                      F-35
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                   Notes to Financial Statements (Continued)

                           December 31, 1997 and 1998

(J) RECENT ACCOUNTING PRONOUNCEMENTS

    As of January 1, 1998, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income" which establishes standards for reporting and
displaying comprehensive income and its components in a full set of general
purpose financial statements. The adoption of this standard has had no impact on
the Company's financial statements. Accordingly, the Company's comprehensive net
loss is equal to its net loss for all periods presented.

    In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1") which provides guidance for
determining whether computer software is internal-use software and on accounting
for the proceeds of computer software originally developed or obtained for
internal use and then subsequently sold to the public. It also provides guidance
on capitalization of the costs incurred for computer software developed or
obtained for internal use. The Company has not yet determined the impact, if
any, of adopting SOP 98-1, which will be effective for the Company's year ending
December 31, 1999.

    In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information" which establishes standards for the way
that a public enterprise reports information about operating segments in annual
financial statements, and requires that those enterprises report selected
information about operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997. In the initial
year of application, comparative information for earlier years must be restated.
The Company has determined that it does not have any separately reportable
business segments.

    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and reporting
standards for derivative instruments, including derivative instruments embedded
in other contracts, and for hedging activities. SFAS No. 133 is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. The Company
has not yet analyzed the impact of this pronouncement on its financial
statements.

(2) Furniture and Equipment

    Furniture and equipment at December 31, 1997 and 1998 consist of the
following:

<TABLE>
<CAPTION>
                                                             1997       1998
                                                           --------   --------
<S>                                                        <C>        <C>
Office equipment.........................................  $  5,000   $ 10,000
Office furniture.........................................     6,000      6,000
Computer equipment.......................................     7,000     18,000
                                                           --------   --------
  Total..................................................    18,000     34,000
Less accumulated depreciation............................    (8,000)   (27,000)
                                                           --------   --------
  Furniture and equipment, net...........................  $ 10,000   $  7,000
                                                           ========   ========
</TABLE>

    Depreciation expense for the years ended December 31, 1997 and 1998 totaled
approximately $5,000 and $19,000, respectively, and is included in general and
administrative expense in the accompanying statements of operations.

                                      F-36
<PAGE>
                       THE CHURCHILL BENEFIT CORPORATION

                   Notes to Financial Statements (Continued)

                           December 31, 1997 and 1998

(3) Commitments

    The Company is obligated under various non-cancelable lease agreements
primarily for office space that expire over the next two years. Future minimum
rental payments under non-cancelable operating leases as of December 31, 1998
are:

<TABLE>
<CAPTION>
                                                              Operating
                                                               Leases
                                                              ---------
<S>                                                           <C>
1999........................................................   $28,000
2000........................................................    16,000
                                                               -------
Total minimum lease payments................................   $44,000
                                                               =======
</TABLE>

    Rental expense for the years ended December 31, 1997 and 1998 were $17,000
and $23,000 respectively.

(4) Retirement Plans

    The Company has a 401(k) defined contribution retirement plan. The plan
allows for employees to contribute up to 15% of eligible compensation and a
discretionary match by the Company. The Company elected not to make any matching
contributions for the years ended December 31, 1997 and 1998.

(5) Concentrations

    At December 31, 1997 and 1998, five clients accounted for $558,000 and
$828,000 of unbilled and billed accounts receivable respectively.

(6) Subsequent Events

    On May 27, 1999, the Company entered into an agreement with the Opus360
Corporation ("Opus360"), whereby the sole shareholder of the Company sold 100%
of the issued and outstanding shares of the Company in exchange for common stock
of Opus360. Subsequent to sale, the Company became a wholly owned subsidiary of
Opus360.

(7) Change in Accounting Policy

    The following table shows the impact of the Company's change in accounting
policy regarding revenue recognition for the years ended December 31, 1997 and
1998.

<TABLE>
<CAPTION>
                                          1997                     1998
                                 ----------------------   ----------------------
                                 Current     Previous     Current     Previous
                                 --------   -----------   --------   -----------
<S>                              <C>        <C>           <C>        <C>
Revenue........................  $658,000   $13,220,000   $799,000   $19,682,000
Cost of revenue................    17,000    12,562,000     68,000    18,883,000
Gross profit...................   641,000       658,000    731,000       799,000
Net income.....................  $119,000   $   119,000   $210,000   $   210,000
</TABLE>

                                      F-37
<PAGE>
                       Report of Independent Accountants

Board of Directors and Stockholders
PeopleMover, Inc.

    In our opinion, the accompanying balance sheets and the related statements
of operations, stockholders' deficit and cash flows present fairly, in all
material respects, the financial position of PeopleMover, Inc. (the "Company"),
at December 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP

January 14, 2000, except for the subsequent event
   described in Note 10, as to which the date
   is February 24, 2000, and the commitment of
   support described in Note 1, as to which the
   date is February 29, 2000

Woodland Hills, California

                                      F-38
<PAGE>
                               PeopleMover, Inc.

                                 Balance Sheets

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                  1999          1998
                                                              ------------   -----------
<S>                                                           <C>            <C>
                           Assets

Cash and cash equivalents...................................  $    241,167   $ 4,134,870
Accounts receivable.........................................       624,397       414,924
Prepaid expenses and other current assets...................       214,577        89,912
                                                              ------------   -----------
    Total current assets....................................     1,080,141     4,639,706

Property and equipment, net.................................     1,215,329       278,495
Other assets................................................       114,311            --
                                                              ------------   -----------
    Total assets............................................  $  2,409,781   $ 4,918,201
                                                              ============   ===========

           Liabilities and Stockholders' Deficit

Lines of credit.............................................  $    980,000   $   171,432
Accounts payable............................................       712,464       384,130
Accrued liabilities.........................................       512,871       203,982
Deferred revenue and customer deposits......................     1,686,288       340,127
Capital lease obligations, current portion..................       186,346        56,948
Notes payable...............................................     1,950,000            --
                                                              ------------   -----------
    Total current liabilities...............................     6,027,969     1,156,619
Capital lease obligations, net of current portion...........       328,425       127,215
                                                              ------------   -----------
    Total liabilities.......................................     6,356,394     1,283,834

Commitments and contingencies (Note 7)

Mandatory redeemable Series A convertible preferred stock,
  6,000,000 shares designated, $0.001 par value, 4,935,848
  shares issued and outstanding at December 31, 1999 and
  1998......................................................     5,424,709     4,968,500

Stockholders' deficit:
  Preferred stock, $0.001 par value; 15,000,000 shares
    authorized
  Common stock, $0.001 par value; 25,000,000 shares
    authorized, 5,488,204 and 5,228,500 shares issued and
    outstanding at December 31, 1999 and 1998,
    respectively............................................         5,488         5,229
  Additional paid-in capital................................     1,785,945       101,612
  Deferred stock compensation...............................      (932,319)           --
  Accumulated deficit.......................................   (10,230,436)   (1,440,974)
                                                              ------------   -----------
    Total stockholders' deficit.............................    (9,371,322)   (1,334,133)
                                                              ------------   -----------
    Total liabilities and stockholders' deficit.............  $  2,409,781   $ 4,918,201
                                                              ============   ===========
</TABLE>

    The following notes are an integral part of these financial statements.

                                      F-39
<PAGE>
                               PeopleMover, Inc.

                            Statements of Operations

                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                 1999          1998
                                                              -----------   -----------
<S>                                                           <C>           <C>
Revenues:
  License fees..............................................  $   457,172   $ 1,759,595
  Services..................................................      844,364     1,834,060
                                                              -----------   -----------
    Total revenues..........................................    1,301,536     3,593,655

Costs and expenses:
  Cost of revenues..........................................      938,663     1,998,275
  General and administrative................................    2,520,826     1,554,411
  Sales and marketing.......................................    1,951,726       594,224
  Research and development..................................    3,824,661       617,481
  Employee stock-based compensation charge..................      325,975            --
                                                              -----------   -----------
    Total costs and expenses................................    9,561,851     4,764,391
                                                              -----------   -----------
    Loss from operations....................................   (8,260,315)   (1,170,736)

Other income (expenses):
  Interest expense, net.....................................      (71,238)       (4,955)
  Other expense.............................................       (1,700)      (23,000)
                                                              -----------   -----------
    Net loss................................................   (8,333,253)   (1,198,691)

Preferred dividends.........................................     (456,209)           --
                                                              -----------   -----------
    Net loss attributable to common stock holders...........  $(8,789,462)  $(1,198,691)
                                                              ===========   ===========
Net loss per share--basic and diluted.......................  $     (1.67)  $     (0.23)
Weighted average number of shares--basic and diluted........    5,248,554     5,193,208
</TABLE>

    The following notes are an integral part of these financial statements.

                                      F-40
<PAGE>
                               PeopleMover, Inc.

                      Statements of Stockholders' Deficit

                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                    Common Stock       Additional     Deferred                         Total
                                                --------------------    Paid-In         Stock       Accumulated    Stockholders'
                                                 Shares      Amount     Capital     Compensation      Deficit         Deficit
                                                ---------   --------   ----------   -------------   ------------   -------------
<S>                                             <C>         <C>        <C>          <C>             <C>            <C>
Balance at December 31, 1997..................  5,180,000    $5,180    $   3,061              --    $  (242,283)    $  (234,042)

  Issuance of common stock....................     10,000        10        9,990              --             --          10,000
  Issuance of common stock for services.......     38,500        39       38,461              --             --          38,500
  Issuance of stock options for services......         --        --       50,100              --             --          50,100
  Net loss....................................         --        --           --              --     (1,198,691)     (1,198,691)
                                                ---------    ------    ----------    -----------    ------------    -----------

Balance at December 31, 1998..................  5,228,500     5,229      101,612              --     (1,440,974)     (1,334,133)

  Preferred stock dividends...................         --        --           --              --       (456,209)       (456,209)
  Exercise of stock options and warrants......    259,704       259       16,450              --             --          16,709
  Unearned compensation relating to stock
    options...................................         --        --    1,258,294     $(1,258,294)            --              --
  Amortization of unearned compensation.......         --        --           --         325,975             --         325,975
  Issuances of stock options and warrants for
    services..................................         --        --      409,589              --             --         409,589
  Net loss....................................         --        --           --              --     (8,333,253)     (8,333,253)
                                                ---------    ------    ----------    -----------    ------------    -----------

Balance at December 31, 1999..................  5,488,204    $5,488    $1,785,945    $  (932,319)   $(10,230,436)   $(9,371,322)
                                                =========    ======    ==========    ===========    ============    ===========
</TABLE>

    The following notes are an integral part of these financial statements.

                                      F-41
<PAGE>
                               PeopleMover, Inc.

                            Statements of Cash Flows

                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                                 1999          1998
                                                              -----------   -----------
<S>                                                           <C>           <C>
Cash flows from operating activities:
  Net loss..................................................  $(8,333,253)  $(1,198,691)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Depreciation and amortization...........................      179,667        46,691
    Issuance of stock and stock options for services........      409,589        88,600
    Amortization of deferred stock compensation.............      325,975            --
    Changes in assets and liabilities:
      Increase in accounts receivable.......................     (209,473)     (414,924)
      Increase in prepaid expenses..........................     (124,665)      (62,165)
      Increase in other assets..............................     (114,311)           --
      Increase in account payable...........................      328,334       375,897
      Increase in accrued liabilities.......................      308,889       146,284
      Increase (decrease) in deferred revenue and customer
        deposits............................................    1,346,161      (121,140)
                                                              -----------   -----------
        Net cash used in operating activities...............   (5,883,087)   (1,139,448)
                                                              -----------   -----------
Cash flows from investing activities:
  Purchase of property and equipment........................     (682,065)      (94,235)
                                                              -----------   -----------
        Net cash used in investing activities...............     (682,065)      (94,235)
                                                              -----------   -----------
Cash flows from financing activities:
  Proceeds from the issuance of notes payable...............    1,950,000       500,000
  Proceeds from borrowings under line of credit.............      980,000       171,432
  Repayments of borrowings under line of credit.............     (171,432)           --
  Net proceeds from issuance of mandatory redeemable
    preferred stock.........................................           --     4,468,500
  Proceeds from issuance of common stock....................       16,709        10,000
  Payments on capital lease arrangements....................     (103,828)      (24,136)
                                                              -----------   -----------
        Net cash provided by financing activities...........    2,671,449     5,125,796
                                                              -----------   -----------
        Net (decrease) increase in cash and cash
          equivalents.......................................   (3,893,703)    3,892,113

Cash and cash equivalents at beginning of period............    4,134,870       242,757
                                                              -----------   -----------
Cash and cash equivalents at end of period..................  $   241,167   $ 4,134,870
                                                              ===========   ===========
Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest................................................  $     4,955   $    24,936
    Income taxes............................................  $       800   $       800

  Non-cash transactions:
    Equipment under capital lease...........................  $   434,436   $   208,300
    Conversion of notes payable to mandatory redeemable
      preferred stock.......................................  $        --   $   500,000
</TABLE>

    The following notes are an integral part of these financial statements.

                                      F-42
<PAGE>
                               PeopleMover, Inc.

                         Notes to Financial Statements

1. Description of Business and Basis of Presentation

    PeopleMover, Inc. (the "Company") designs, develops, markets and supports
integrated enterprise software to the staffing industry through its client
server architecture, and also a browser-based, Internet architecture for
organizations facing workforce allocation challenges.

    The Company was originally incorporated in California in August 1983 under
the name Micro J Systems, Inc. and its initial products were PC-based
recruitment management systems and front office desktop software for smaller
temporary help and staffing companies.

    On November 24, 1998, the Company completed its merger with
PeopleMover, Inc. to effect the Delaware reincorporation whereby stockholders of
Micro J Systems, Inc. exchanged their shares for a like number of shares of
PeopleMover, Inc.

    The Company's financial statements for the year ended December 31, 1999 have
been prepared on a going-concern basis which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company had negative cash flows from operations, net loss and an
accumulated deficit of $5,883,087, $8,333,253 and $10,230,436, respectively, as
of and for the year ended December 31, 1999. The Company expects to incur
additional expenditures to complete and enhance its product offerings. The
Company's revenues from product sales, maintenance contracts and consulting fees
may not be sufficient to fund its working capital deficit and meet its expansion
objectives over the next twelve months. Management recognizes that the Company
may need to obtain additional financings or consider reductions in its operating
costs to enable it to continue operations with available resources.

    In February 2000, the Company was acquired by Opus360 Corporation. Opus360
Corporation has committed to provide the Company with additional financial
support as needed through March 1, 2001.

2. Summary of Significant Accounting Policies

    Use of Estimates

    In the normal course of preparing financial statements in conformity with
generally accepted accounting principles, management is required 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. Accordingly, actual results could differ from those
estimates.

    Cash and Cash Equivalents

    The Company considers highly liquid investments with an original maturity of
three months or less to be cash equivalents. Such investments are valued at
cost, which approximates fair market value.

    Property, Plant and Equipment

    Property, plant and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method based upon
the useful economic lives of the assets. Leasehold improvements

                                      F-43
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)
and equipment held under capital leases are amortized over the shorter of the
estimated useful life or lease term. Depreciation and amortization periods by
asset category are as follows:

<TABLE>
<S>                                                           <C>
Computer equipment and software.............................  3 years
Furniture, fixtures and office equipment....................  3 years
Equipment held under capital lease..........................  3 years
</TABLE>

    Maintenance and repairs are charged to expense as incurred while renewals
and improvements are capitalized. Upon the sale or retirement of property and
equipment, the accounts are relieved of the cost and the accumulated
depreciation, with any resulting gain or loss included in the statements of
operations.

    Long-Lived Assets

    The Company identifies and records impairment losses on long-lived assets
when events and circumstances indicate that such assets might be impaired. To
date, no such impairment has been recorded.

    Advertising Costs

    The Company expenses advertising costs as incurred. Advertising costs for
the years ended December 31, 1999 and 1998 totaled $483,209 and $312,713,
respectively.

    Research and Development Costs

    Research and development costs are expensed as incurred.

    Revenue Recognition and Deferred Revenue

    The Company recognizes revenue from the sale of its software upon receipt of
an executed sales agreement and delivery to the customer provided there are no
vendor obligations to be fulfilled and collectibility is probable.

    The Company also recognizes revenue from contracts that require significant
modification or customization of the software on a percentage of completion
basis based on costs incurred. The Company provides for any anticipated losses
on such contracts in the period in which such losses are first determinable.

    Services revenue includes support, education and consulting services. The
Company provides software support and product upgrades to its customers through
separately priced agreements. These support revenues are deferred and recognized
on a straight-line basis over the term of the contract. Revenues from technical
training and consulting services are recognized as these services are provided
to customers.

    Product Development

    Product development costs are expensed as incurred. Statement of Financial
Accounting Standards ("SFAS") No. 86, "Accounting for the Costs of Computer
Software to be Sold, Leased or Otherwise Marketed," requires capitalization of
certain software development costs subsequent to the establishment of
technological feasibility. Based upon the Company's product development process,
technical feasibility is established upon completion of a working model. Costs
incurred by the Company between completion of the working model and the point at
which the product is ready for general release have been insignificant.

                                      F-44
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)
    Income Taxes

    The Company utilizes the liability method of accounting for income taxes.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and the tax bases of assets and
liabilities using enacted tax rates in effect for the period in which the
differences are expected to reverse. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.

    Earnings Per Share

    Basic net loss per share is computed by dividing the net loss by the
weighted average number of shares of common stock outstanding during the period.
Diluted net loss per share is computed by dividing the net income by the
weighted average number of shares of common stock outstanding and potential
common shares outstanding during the period if their effect is dilutive.
Potential common shares consist of common stock issuable on the exercise of
outstanding options and warrants, on the conversion of Series A preferred stock,
and on conversion of convertible notes payable. At December 31, 1999 and 1998,
10,004,473 and 6,950,743 potential common shares, respectively, are excluded
from the determination of diluted net loss per share as the effect of such
shares on a weighted average basis is anti-dilutive.

    Stock-based Compensation

    The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board ("APB") No. 25,
"Accounting for Stock Issued to Employees," and complies with the disclosure
requirements of SFAS No. 123, "Accounting for Stock-Based Compensation." Under
APB No. 25, compensation cost, if any, is recognized over the respective vesting
period based on the difference, on the date of grant, between the fair value of
the Company's common stock and the grant price. The Company accounts for equity
instruments issued to non-employees in accordance with the provisions of SFAS
No. 123 and EITF No. 96-18.

    Comprehensive Income

    In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." This statement establishes standards for the reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. Comprehensive income generally represents all changes in
stockholders' equity during the period except those resulting from investments
by, or distributions to, stockholders. SFAS No. 130 has no impact on the
Company's financial statements as the Company has no other elements of
comprehensive income other than net income.

    Fair Value of Financial Instruments

    The estimated fair value of accounts receivable, accounts payable, accrued
liabilities, deferred revenue and notes payable are carried at cost which
approximates their fair market value because of the short-term maturity of these
instruments.

    Concentrations of Credit Risk

    Financial instruments which subject the Company to concentrations of credit
risk consist primarily of cash and cash equivalents, and trade accounts
receivable. The Company maintains cash and cash equivalents

                                      F-45
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)
with various domestic financial institutions. The Company performs periodic
evaluations of the relative credit standing of these institutions. From time to
time, the Company's cash balances with any one financial institution may exceed
Federal Deposit Insurance Corporation insurance limits.

    At December 31, 1999, two customers accounted for 36% and 19% of trade
account receivables. For the year ended December 31, 1999, the same two
customers comprised 34% and 26% of the Company's revenue.

    At December 31, 1998, one customer accounted for 73% of trade accounts
receivable. For the year ended December 31, 1998, a different customer accounted
for 73% of the Company's revenue.

3. Property and Equipment

    Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                 1999        1998
                                                              ----------   --------
<S>                                                           <C>          <C>
Computer equipment..........................................  $  382,018   $ 50,885
Furniture and fixtures......................................      16,569     31,611
Office equipment............................................      18,756      3,060
Computer software...........................................     356,233     38,800
Leasehold improvements......................................      32,845         --
Equipment under capital lease...............................     635,266    200,830
                                                              ----------   --------
                                                               1,441,687    325,186
Less, accumulated depreciation and amortization.............    (226,358)   (46,691)
                                                              ----------   --------
                                                              $1,215,329   $278,495
                                                              ==========   ========
</TABLE>

    Accumulated depreciation and amortization on equipment held under capital
leases amounted to $97,752 and $26,837 as of December 31, 1999 and 1998,
respectively.

4. Income Taxes

    As a result of the Company's significant operating losses in 1999 and 1998,
the Company has not recorded a provision for income taxes. The Company is a cash
basis taxpayer.

                                      F-46
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

4. Income Taxes (Continued)
    Deferred taxes reflect the net tax effects of temporary differences between
the carry amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Significant components for the
Company's deferred taxes consisted of the following at December 31, 1999 and
1998:

<TABLE>
<CAPTION>
                                                                 1999         1998
                                                              -----------   ---------
<S>                                                           <C>           <C>
Deferred tax assets:
  Net operating loss carryforwards..........................  $ 3,001,931   $ 430,959
  R&E tax credit............................................      389,250     239,250
  Accrual to cash adjustment................................      887,923     181,386
  Less, valuation allowance.................................   (4,235,284)   (850,730)
                                                              -----------   ---------
    Net deferred tax assets.................................       43,820         865

Deferred tax liabilities:
  Depreciation and amortization.............................      (43,820)       (865)
                                                              -----------   ---------
    Net deferred tax liabilities............................      (43,820)       (865)
                                                              -----------   ---------
    Net deferred tax asset..................................  $        --   $      --
                                                              ===========   =========
</TABLE>

    In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. Based upon the level of historical losses and
projections of future taxable income over the periods in which the deferred tax
assets are deductible, a full valuation allowance has been provided as
management believes that it is more likely than not, based upon available
evidence, that the deferred tax assets will not be realized.

    As of December 31, 1999, the Company has federal and state net operating
loss carryforwards of approximately $7,796,000 and $3,935,000, respectively. The
federal and state net operating loss carryforwards will begin to expire in 2018
and 2003, respectively. The Company's ability to utilize net operating loss
carryforwards may be limited in the event that a change of ownership, as defined
in the Internal Revenue Code, occurs in the future.

5. Lines of Credit

    In June 1999, the Company entered into a $500,000 credit facility with a
bank. The facility comprises in aggregate a $500,000 line of credit consisting
of a non-converting line and a converting line of credit. The Company borrowed
$300,000 under the non-converting line of credit. The non-converting line of
credit bears interest at the bank's prime plus 1.25% (9.75% at December 31,
1999) and is due in full on June 10, 2000. The Company may repay borrowings at
any time.

    The converting line of credit is restricted for asset purchases and bears
interest at the bank's prime rate plus 1.25% (9.75% at December 31, 1999). On
November 30, 1999, the amounts borrowed under the line were converted to an
amortizing term loan. The loan is repayable in monthly installments commencing
December 30, 1999 through November 30, 2002. As of December 31, 1999, the
outstanding balance on the equipment line of credit was $180,000.

    In November 1999, the Company entered into a $500,000 short-term credit
facility and borrowed the entire $500,000. This line is repayable on
January 25, 2000 and bears interest at the bank's prime rate plus 1.75% (10% at
December 31, 1999).

                                      F-47
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

5. Lines of Credit (Continued)
    Under the credit facilities, the Company is required to maintain certain
financial and operating covenants, including liquidity and profitability ratios.
Noncompliance with covenants is an event of default whereby the bank may call
the outstanding balances. The Company was not in compliance with these covenants
as of December 31, 1999, and management does not expect that the Company will be
in compliance during 2000. The outstanding balance under the above facilities
has been classified as a current liability. The credit facility is
collateralized by a first lien on the Company's assets.

    The Company also has a $20,000 standby letter of credit in relation to
certain leased equipment. The letter of credit expires on July 31, 2002.

    In 1998, the Company had a $500,000 line of credit facility with another
bank. The Company was permitted to borrow against this line up to a maximum of
80% of gross receivables. The Company had outstanding borrowings of $171,432 at
December 31, 1998, which were repaid during 1999.

6. Notes Payable

    In July 1998, the Company issued $500,000 8% convertible notes payable. In
connection with the notes payable, the Company issued 123,399 warrants to the
note holders to purchase common stock. The notes payable have been converted to
Series A Preferred Stock on December 18, 1998, as discussed in Note 9. The
warrants have an initial exercise price that will be based on one-tenth of the
price per share of the Preferred Stock sold to the note holders upon conversion
of the notes. Management believes this value approximates fair value. However,
no value was ascribed to the warrants because fair value of the warrants issued
was deemed to be immaterial. The warrants are exercisable from the date of
issuance and expire on the fifth anniversary of the date of issuance. As of
December 31, 1999, 24,680 warrants had been exercised.

    In August and September 1999, the Company issued $1,375,000 8% convertible
notes payable. The notes convert automatically in the event of an equity
offering raising more than $4,000,000. The notes are repayable on demand.

    In December 1999, the Company entered into discussions with a third party
relating to the sale of the Company (see Subsequent Events, Note 10). In
connection with the discussions, the Company entered into an interim funding
agreement. Pursuant to the terms of the agreement, the third party will provide
loans to the Company from time to time until the earliest of (a) March 3, 2000,
(b) the date the third party completes the acquisition of the Company, and
(c) 10 business days after the third party releases the Company from the
provisions of the acquisition agreement. The maximum facility available to the
Company is $3,000,000, though the Company is restricted such that no loan under
the facility may exceed $250,000 or the aggregate of all loans within a 30-day
period may not exceed $1,000,000. The facility bears interest rate at 18% per
annum payable only in the event the acquisition is not completed. The Company
may repay the loans at any time. In the event of (a) the expiration of the loan
period other than by closing of the acquisition and (b) a consummation of an
equity financing (after the date of the acquisition), the third party will
convert in whole the outstanding principal on the loan into common stock at the
price of shares in the equity offering. Loans under the agreement are
subordinated to the Company's senior indebtedness. As of December 31, 1999, the
Company had borrowed $575,000 under this facility.

                                      F-48
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

7. Commitments and Contingencies

    Leases

    The Company leases its facility, certain computer equipment and office
equipment under noncancelable leases with terms ranging up to five years.

    The future minimum lease payments under noncancelable leases at
December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                              Capital    Operating
                                                               Leases     Leases
                                                              --------   ---------
<S>                                                           <C>        <C>
2000........................................................  $230,345   $363,174
2001........................................................   203,145    379,197
2002........................................................   106,386    128,179
2003........................................................    37,112         --
2004........................................................    18,866         --
                                                              --------   --------
Total minimum lease payments................................   595,854   $870,550
                                                                         ========
Less, amount representing interest..........................   (81,083)
                                                              --------
Present value of net lease payments.........................  $514,771
                                                              ========
</TABLE>

    Lease expense for the years ended December 31, 1999 and 1998 amounted to
$444,180 and $72,756, respectively.

8. Capitalization

    Stock Split

    In July 1998, the Board of Directors approved a 10,000 to 1 common stock
split which was effected July 28, 1998. In addition, the par value of the
Company's common stock was changed from $1.00 to $.001 per share and the
authorized shares of common stock were increased from 2,500 to 25 million
shares. All references in the accompanying financial statements related to
common stock have been adjusted to reflect the stock split.

    Stock Options

    The Company's Stock Option Plan permits the granting of incentive and
nonqualified stock options to employees, consultants, directors and officers of
the Company. The Board of Directors approved up to an aggregate of 4,407,500
shares for issuance under this plan. Options were granted at prices that
management believes approximate fair market value. Stock options generally vest
over four years and have a life of 10 years.

                                      F-49
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

8. Capitalization (Continued)
    The following summarizes activity for stock options granted to employees
under the Plan for the years ended December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                            Weighted
                                                                            Average
                                                                            Exercise
                                                                Shares       Price
                                                              -----------   --------
<S>                                                           <C>           <C>
Outstanding at December 31, 1997............................      890,000    $ 0.05
Granted.....................................................      745,500      0.10
Forfeited...................................................     (115,000)    (0.10)
                                                              -----------    ------

Outstanding at December 31, 1998............................    1,520,500      0.07
Granted.....................................................    2,803,000      0.32
Forfeited...................................................   (1,002,000)    (0.13)
Exercised...................................................      (14,375)    (0.12)
                                                              -----------    ------

Outstanding at December 31, 1999............................    3,307,125      0.27
                                                              ===========

Options exercisable at December 31, 1999....................      514,125      0.06

Options exercisable at December 31, 1998....................      361,875      0.07

Options available for future grant..........................    1,100,375

Weighted average fair value of options granted in the year
  ended
  December 31, 1998.........................................                   0.02

Weighted average fair value of options granted in the year
  ended
  December 31, 1999.........................................                 $ 0.36
</TABLE>

    The following table summarizes information about employee stock options
outstanding at December 31, 1999.

<TABLE>
<CAPTION>
                    Options Outstanding at December 31, 1999     Options Exercisable at
                    -----------------------------------------      December 31, 1999
                                     Weighted                   ------------------------
                                     Average       Weighted                    Weighted
                     Number of      Remaining       Average      Number of     Average
     Exercise          Shares      Contractual     Exercise       Shares       Exercise
      Price         Outstanding    Life (Years)      Price      Exercisable     Price
- ------------------  ------------   ------------   -----------   -----------   ----------
<S>                 <C>            <C>            <C>           <C>           <C>
      $0.01            450,000         7.00          $0.01         337,500       $0.01
   $0.10--$0.11        778,500         8.91          $0.11         122,438       $0.11
      $0.30          1,946,125         9.68          $0.30          54,187       $0.30
      $1.60            132,500         9.98          $1.60              --       $1.60
                     ---------                                     -------
                     3,307,125                                     514,125
                     =========                                     =======
</TABLE>

    As of December 31, 1998 and 1999, options outstanding to directors totaled
175,000 and 225,000, respectively. 175,000 and 50,000 options were granted at
exercise prices of $0.10 and $0.30 per share, respectively. As of December 31,
1999, 130,729 options are vested.

                                      F-50
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

8. Capitalization (Continued)
    Fair Value Disclosures

    The Company calculated the fair value of each option granted on the date of
grant using the Black-Scholes option pricing model as prescribed by SFAS
No. 123 using the following assumptions:

<TABLE>
<CAPTION>
                                                                1999       1998
                                                              --------   --------
<S>                                                           <C>        <C>
Risk-free interest rate.....................................   5.75%      5.75%
Expected lives (years)......................................   3.5        3.5
Dividend yield..............................................   0.0%       0.0%
Expected volatility.........................................   0.0%       0.0%
</TABLE>

    The Company has adopted the disclosure-only provisions of SFAS No. 123. If
compensation cost associated with the Company's stock-based compensation plan
had been determined using the fair value method prescribed by SFAS No. 123, the
Company's net loss would have increased to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
                                                         1999          1998
                                                      -----------   -----------
<S>                                                   <C>           <C>
Net loss:
  As reported.......................................  $(8,333,253)  $(1,198,691)
  Pro forma.........................................  $(8,526,031)  $(1,209,285)

Loss per share:
  As reported.......................................  $     (1.67)  $     (0.23)
  Pro forma.........................................  $     (1.71)  $     (0.23)
</TABLE>

    Deferred Stock Compensation

    In connection with certain stock option grants during the year ended
December 31, 1999, the Company recognized deferred stock compensation totaling
$1,258,294, which is being amortized over the vesting period of the related
options. Amortization of deferred stock compensation recognized during the year
ended December 31, 1999 totaled approximately $325,975 and is included in
employee stock-based compensation in the accompanying statements of operations.

    Stock Options and Warrants Issued to Service Providers

    The Company issues stock options and warrants to service providers. During
the years ended December 31, 1999 and 1998, the Company granted options and
warrants to purchase 327,718 and 258,400 shares of common stock, respectively.
The options and warrants are exercisable at exercise prices ranging from $0.11
to $0.30 per share. As of December 31, 1999, the Company had options and
warrants to service providers outstanding to purchase 402,127 shares of common
stock, of which 356,029 were vested. The Company recorded charges of $409,589
and $50,100 in 1999 and 1998, respectively, for the value of services provided.
In December 1999, 220,649 options were exercised.

9. Mandatory Redeemable Series A Convertible Preferred Stock

    In December 1998, the Company issued 4,935,848 shares of Series A
Convertible Preferred Stock ("Preferred Stock") for $4,500,000 cash and the
conversion of the outstanding notes payable in the amount of $500,000 into
Series A Convertible Preferred Stock. The Preferred Stock was issued at $1.013
per share.

                                      F-51
<PAGE>
                               PeopleMover, Inc.

                   Notes to Financial Statements (Continued)

9. Mandatory Redeemable Series A Convertible Preferred Stock (Continued)
Each share of Preferred Stock is convertible into common stock at the option of
the holder and all shares of Preferred Stock are convertible into common stock
at the request of the holders of at least sixty percent of the Preferred Stock.
In addition, the Preferred Stock automatically converts into common stock upon
the closing of an effective Initial Public Offering ("IPO") defined as an IPO
where the Company receives aggregate gross proceeds of at least $25 million at a
price per share to the public that yields a market capitalization for the
Company in excess of $75 million. The initial conversion ratio will be
approximately .9872 shares of common stock for each share of Preferred Stock.

    The Preferred Stock has the same voting rights as common stock, preference
in liquidation over common stock, and preferential cumulative dividend rights
over common stock. Dividends on the Preferred Stock accrue at 8 1/2% per annum
and will be payable on the first day of the months of March, June, September and
December each year. Unpaid dividends will be accumulated until paid. Unpaid
dividends for the year ended December 31, 1999 were $456,209.

    The Preferred Stock has been accounted for as mandatory redeemable preferred
stock as it is mandatorily redeemable in the event of noncompliance with certain
covenants beyond the control of the Company. The covenants include restrictions
on capital expenditures, preparation of financial statements and restrictions on
changes in management.

    The liquidation value of the Preferred Stock is two times the conversion
price until December 2001 and three times the conversion price thereafter.

10. Subsequent Events

    The Company increased the authorized number of shares available for grant
under the stock option plan to 5,414,375 shares. In January 2000, the Company
granted to employees 2,097,500 stock options.

    On January 30, 2000, the Company signed an acquisition agreement with a
third party, whereby the outstanding shares of capital stock of the Company will
be converted into shares of the third party based on an exchange ratio, as
defined. The acquisition closed in February 2000.

                                      F-52
<PAGE>
INSIDE BACK COVER

Large circular Opus360 logo with the logos for OPUSRM, OPUS XCHANGE, and
FREEAGENT.COM below it.

Centered on the bottom of page is the statement: "Putting People and Projects
Together."

OUTSIDE FLAP

On top of page is circular Opus360 logo. Middle left of page is the statement:
"B2B e-Commerce Solution for Procurement Across the Labor Supply Chain."

Middle, lower half of page contains a oval. Top section of oval contains
sepia-toned pictures of four individuals. Middle section of oval contains logos
for OPUSRM, OPUS XCHANGE, and FREEAGENT.COM. Lower section of oval contains
monochrome picture of large city office buildings.
<PAGE>
                                     [LOGO]
<PAGE>

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 SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES, IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
              [ALTERNATE COVER PAGE FOR INTERNATIONAL PROSPECTUS]

                  SUBJECT TO COMPLETION, DATED MARCH 27, 2000


                                     [LOGO]

                                7,700,000 SHARES
                                  COMMON STOCK


    Of the 7,700,000 shares being offered, Opus360 Corporation is offering
5,950,000 shares to the public generally and 1,050,000 shares at the initial
public offering price to stockholders of Safeguard Scientifics, Inc., one of our
principal stockholders, that owned at least 100 shares of common stock of
Safeguard as of December 16, 1999, in a subscription program. In addition,
Safeguard and CompuCom Systems, Inc., an affiliate of Safeguard, are offering up
to 700,000 outstanding shares to these Safeguard stockholders in this offering.
We will not receive any proceeds from the offering of the sale of the shares by
Safeguard and CompuCom. Safeguard or its designees will purchase any shares of
common stock that we and CompuCom are offering which are not purchased by
Safeguard stockholders under the Safeguard Subscription Program. Each of
Safeguard and CompuCom is an underwriter with respect to the shares offered to
the stockholders of Safeguard. Neither Safeguard nor CompuCom is an underwriter
with respect to any other shares offered hereby and is not included in the term
underwriter as used elsewhere in this prospectus.



    This is our initial public offering, and no public market currently exists
for our shares. We have applied to have our shares approved for quotation on the
Nasdaq National Market under the symbol "OPUS." We anticipate that the initial
public offering price will be between $9.00 and $11.00 per share.


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

                 Investing in our common stock involves risks.
                    See "Risk Factors" beginning on page 10.
                             ---------------------


<TABLE>
<CAPTION>
                                                              Per Share      Total
                                                              ---------      -----
<S>                                                           <C>          <C>
Underwritten Public Offering:
    Public Offering Price...................................  $            $
    Underwriting Discounts and Commissions..................  $            $
    Proceeds to Opus360.....................................  $            $
Safeguard Subscription Program:
    Public Offering Price...................................  $            $
    Management Fee..........................................  $            $
    Proceeds to Opus360.....................................  $            $
    Proceeds to Safeguard and CompuCom......................  $            $
Aggregate Proceeds:.........................................               $
</TABLE>


    The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

    Opus360 has granted the underwriters a 30-day option to purchase up to an
additional 1,155,000 shares of common stock to cover over-allotments.

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

ROBERTSON STEPHENS INTERNATIONAL
                BEAR, STEARNS INTERNATIONAL LIMITED
                                 J.P. MORGAN SECURITIES LTD.
                                                  E*OFFERING

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

               The date of this prospectus is             , 2000.
<PAGE>

1


                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

    The following table sets forth the various expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of common stock being registered. All of the amounts shown are estimated except
the Securities and Exchange Commission registration fee, the National
Association of Securities Dealers, Inc. filing fee and the Nasdaq National
Market listing fee.


<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $25,715
NASD filing fee.............................................   10,241
Nasdaq National Market listing fee..........................        *
Printing and engraving expenses.............................        *
Legal fees and expenses.....................................        *
Accounting fees and expenses................................        *
Blue Sky fees and expenses..................................    6,000
Transfer agent and registrar fees...........................        *
Miscellaneous fees and expenses.............................        *
                                                              -------
    Total...................................................  $     *
                                                              =======
</TABLE>


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

*   To be supplied by amendment.

Item 14. Indemnification of Directors and Officers

    Section 145 of the Delaware General Corporation Law (the "DGCL") authorizes
a court to award, or a corporation's board of directors to grant, indemnity to
directors, officers and certain other persons in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

    The Registrant's restated certificate of incorporation and by laws will
provide that, to the fullest extent permitted by the laws of the State of
Delaware, no director will be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Furthermore, the Registrant's certificate of incorporation provides that, except
as prohibited by law, each of the Registrant's directors and officers is
entitled to be indemnified by the Registrant against all expenses and liability
incurred in connection with any legal proceeding brought against him or her by
virtue of his or her position as a director or officer. This right to
indemnification may extend to a person serving as an employee or other
representative of the Registrant or a subsidiary of the Registrant. A person
entitled to indemnification thereunder is entitled to have the Registrant
advance to him or her the expenses of a legal proceeding brought against him or
her.

    These provisions of the Registrant's certificate of incorporation and by
laws do not eliminate the fiduciary duties of the directors and officers of the
Registrant, and in appropriate circumstances, equitable remedies such as
injunctive or other forms of relief will remain available under the laws of the
State of Delaware. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, and for dividends or approval of stock repurchases or
redemptions that are unlawful under the laws of the State of Delaware. This
provision does not affect a director's responsibilities under any other law,
such as federal securities laws or state or federal environmental laws.

                                      II-1
<PAGE>
    The DGCL also allows the Registrant to purchase insurance covering the
Registrant's directors and officers against liability asserted against them in
their capacity as directors and officers. The Registrant expects to obtain
directors' and officers' liability insurance. The underwriting agreement to be
entered into between the Registrant and FleetBoston Robertson Stephens Inc.,
Bear, Stearns & Co. Inc., J.P. Morgan & Co. and E*OFFERING Corp., as
representatives of the underwriters, also provides for the indemnification of
officers, directors and controlling persons of the Registrant against certain
liabilities.

    At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted. The Registrant is not aware of any threatened litigation
or proceeding that may result in a claim for such indemnification.

Item 15. Recent Sales of Unregistered Securities

    All share information set forth below has been adjusted to reflect a 3-for-2
stock split to be effective prior to completion of this offering.

    The Registrant has issued and sold the securities set forth below since its
inception in August 1998.

1.  On August 20, 1998, the Registrant issued 1 share of common stock to Ari B.
    Horowitz, the Registrant's co-founder as the initial capitalization of the
    Registrant. The issuance of this share was made in reliance on Section 4(2)
    under the Securities Act.


2.  On December 24, 1998, the Registrant sold 9,498,729 shares of common stock,
    at prices ranging from $.03 per share to $.23 per share, to its founders,
    Ari B. Horowitz and Carlos B. Cashman, three officers of the Registrant
    (Richard McCann, Shawn Kreloff and Alex Lapins) and nine individual
    investors (Brett Prager, Bruce Gilpin, Wayne Tsuchitani, Anthony Schmitz,
    Kurt Garbe, Jeffrey Henslin, Michael Smith, Seth Oxenhorn, and Zoltan
    Brenner). The sale of these shares was made in reliance on Section 4(2)
    and/or Rule 506 of Regulation D under the Securities Act.


3.  On December 24, 1998 the Registrant sold 407,656 shares of common stock to
    USWeb/CKS Corporation in exchange for certain prototype technology valued at
    $95,120. The sale of these shares was made in reliance on Section 4(2) under
    the Securities Act.


4.  On December 24, 1998, the Registrant issued warrants to purchase 852,000
    shares of common stock at an exercise price of $0.83 per share to a former
    director, Eli Oxenhorn, two current directors, Irwin Lieber and Barry
    Rubenstein, G&R Partnership, L.P., Gerald Cashman and Leonard I. Horowitz
    and Janet B. Horowitz as Joint Tenants. The issuance of these warrants was
    made in reliance on Section 4(2) and/or Rule 506 of Regulation D under the
    Securities Act.



5.  Between December 24, 1998 and April 15, 1999, the Registrant sold 8,284,000
    shares of Series A preferred stock, at a price of $1.25 per share, to
    fourteen venture capital firms (including six affiliates, G&R Partnership,
    L.P., Pennsylvania Early Stage Partners, L.P., Wheatley Partners, L.P.,
    Wheatley Foreign Partners, L.P., Woodland Venture Fund, Crosspoint Venture
    Partners, L.P., RT Partners, Arkap Partners, LP, JAL LLC, Vermeer
    Investments, LLC, Dalewood Associates, L.P, Odeon Capital Partners, MSD
    Portfolio L.P. - Investments, and Black Marlin Investments, LLC), two
    directors, Irwin Lieber and Barry Rubenstein, one former director, Eli
    Oxenhorn, certain family members of officers of the Company (Hugh McCann,
    Jr., Daisy McCann, Thomas McCann, Gerald Cashman, Sr., and Leonard I.
    Horowitz and Janet B. Horowitz as Joint Tenants), the O'Sullivan Graev &
    Karabell Profit Sharing Plan, the Arthur Sachs Ins. Agency, Inc. Retirement
    Plan, F/B/O Arthur Sachs, and twenty-eight individual investors (Seth
    Lieber, Jonathan Lieber, Eric Aroesty, Philip M. Waterman, Jr., Scott Kabak,
    Michael Finkelstein, Barry Fingerhut, January Sarasohn, John Gallagher, Jake
    Foley III, Ron Gutfleisch, Gene Spence, Ben Taylor, Ennis Rimawi, Matthew
    Arpano, Brian Roberts, Marco Cardamone, Doug Mellinger, Sanford R.
    Robertson, David M. Nussbaum, Robert Gladstone, Michael Kramer, Andy
    Zimmerman, Rick Juarez, Frank Cutler, Susan and Greg Brown as Joint Tenants,
    and James P. Deccio).


                                      II-2
<PAGE>

    The sale of these preferred shares was made in reliance on Section 4(2)
    and/or Rule 506 of Regulation D under the Securities Act.



6.  On February 24, 1999, the Registrant issued a warrant to purchase 2,400
    shares of common stock at an exercise price of $0.83 per share to Bonnie
    Halper in consideration for services (valued at $1,008) rendered to the
    Registrant. The issuance of this warrant was made in reliance on
    Section 4(2) under the Securities Act.


7.  On May 3, 1999, the Registrant issued a warrant to purchase 120,000 shares
    of common stock at an exercise price of $0.83 per share to Sapient
    Corporation. The issuance of this warrant was made in reliance on
    Section 4(2) under the Securities Act.

8.  On May 14, 1999, the Registrant issued a warrant to purchase 22,500 shares
    of common stock at an exercise price of $0.83 per share to Silicon Valley
    Bank. The issuance of this warrant was made in reliance on Section 4(2)
    under the Securities Act.


9.  On May 27, 1999, the Registrant issued 946,474 shares of common stock to
    William L. Bahr, the former owner of The Churchill Benefit Corporation, in
    connection with the acquisition of Churchill. An additional 405,631 shares
    of common stock were issued and placed in escrow in connection with the
    acquisition. The issuance of these shares was made in reliance on
    Section 4(2) under the Securities Act.



10. On July 5, 1999, the Registrant issued a warrant to purchase 3,787 shares of
    common stock at an exercise price of $1.85 per share to Garland Stephens,
    Esq., in consideration for services (valued at $3,447) rendered to the
    Registrant. The issuance of this warrant was made in reliance on
    Section 4(2) under the Securities Act.


11. On August 17, 1999, the Registrant issued a warrant to purchase 24,000
    shares of common stock at an exercise price of $1.85 per share to Silicon
    Valley Bank. The issuance of this warrant was made in reliance on
    Section 4(2) under the Securities Act.

12. On August 31, 1999, the Registrant issued a warrant to purchase 29,674
    shares of common stock at an exercise price of $.01 per share to Kirshenbaum
    Bond & Partners in consideration for advertising services (valued at
    $89,915) rendered to the Registrant. The issuance of this warrant was made
    in reliance on Section 4(2) under the Securities Act.


13. In September and October 1999, the Registrant sold 8,676,727 shares of
    Series B preferred stock, at a price of $4.61 per share, to twenty-eight
    venture capital funds (Safeguard 99 Capital L.P., a Delaware limited
    partnership, Applegreen Partners, CrossPoint Venture Partners 1997, L.P.,
    Dalewood Associates, L.P., G&R Partnership, LP, Greenhill O360 Holdings,
    LLC, Opus Friends, LLC, RT Partners, Wheatley Foreign Partners, L.P.,
    Wheatley Partners, L.P., JAL, LLC, Seneca Ventures, Woodland Venture Fund,
    MSD Portfolio, L.P. - Investments, RH Capital Associates Number One, L.P.,
    BCIP Associates II, Cambridge Technology Capital Fund I L.P., Pennsylvania
    Early Stage Partners, SI Ventures Associates, LLC, Antares Investment
    Partners, Treistman Partners, Arista Capital Partners, LP, BancBoston
    Ventures, CrossPoint Venture Partners LS 1999, L.P., The Roman Arch Fund
    L.P., The Roman Arch Fund II L.P., Westbury Equity Partners, L.P., and RSA
    Ventures); three corporate investors (CDI Corporation, Reckson Service
    Industries, Inc., and Compucom Systems, Inc.); three directors (John Drew,
    Barry Rubenstein and Irwin Lieber); affiliates and members of the families
    of directors of the Registrant (Safeguard 99 Capital L.P., a Delaware
    limited partnership, Applegreen Partners, CrossPoint Venture Partners, 1997
    L.P., G&R Partnership, L.P., Wheatley Foreign Partners, L.P. Wheatley
    Partners, L.P., Seneca Ventures, and Woodland Venture Fund, Leonard I
    Horowitz and Janet B. Horowitz as Joint Tenants, Heather Marie Boose Trust
    30, Philip Greer Trustee, Jonathan Scott Weiss Trust 30, Philip Greer
    Trustee, Michael David Weiss Trust 30, Greer Trustee, Nathalie C. Weiss
    Trust 30, Philip Greer Trustee, and Rachel & Gregory Weiss, as Joint
    Tenants); family members of officers of the Registrant (Hugh F. McCann, Jr.,
    McCann, Tom - IRA CIBC World Markets Corp, as Custodian, Thomas McCann and
    Sanford Yosowitz); and forty-six individual investors (Eric Aroesty, Matthew
    Arpano, Alexander L. Bolen, Robert I. Choi,


                                      II-3
<PAGE>

    Ron Hoffner, Ruthanne Iselin, Andrew Marshak, Michael A. Monteleone, John G.
    Popp, Fred Ryan, Nicholas F. Smith, Stuart Topkis, Philip Waterman, Jr.,
    Arthur Sachs Insurance Agency, Inc. Retirement Plan F/B/O Arthur Sachs,
    Michael Finkelstein, Robert Gladstone, Troy Gregory and Paul Gregory, as
    Joint Tenants, Harvey Klein, M.D., Anthony Lechich, M.D, David M. Nussbaum,
    Lonny J. Orona, Barry Schwartz, J. Robert Tolchin, Scott Tolchin, Jake Foley
    III, Raj Mehra, Benjamin Taylor, Mortimer Zuckerman, Jonathan D. Eilian,
    Steven J. Dell, M.D., Eric Gertler, James S. Gertler, Adam Dell, Arnold
    Freidman Trust, Arnold and Isabel Freidman Trustee, Burt Manning, Robert M.
    Pillar, DDS, Hadley Ford, Michael Murray, James L. Sullivan and Mary Ellen
    Scanlon Sullivan, Peter Teed, Stephen Finkel, Jeff Buckalew, V.M. Buckalew,
    and Ric Calvillo, Jr.). The sale of these preferred shares was made in
    reliance on Section 4(2) and/or Rule 506 of Regulation D under the
    Securities Act.


14. On October 15, 1999, the Registrant issued a warrant to purchase 450,000
    shares of common stock at an exercise price of $3.07 per share to Greenhill
    & Co. L.L.C. in consideration for and in connection with financial advisory
    services (valued at $554,000) rendered to the Registrant. The issuance of
    this warrant was made in reliance on Section 4(2) under the Securities Act.

15. On November 30, 1999, the Registrant issued a warrant to purchase 11,185
    shares of common stock at an exercise price of $.01 per share to Kirshenbaum
    Bond & Partners in consideration for advertising services (valued at
    $91,125) rendered to the Registrant. The issuance of this warrant was made
    in reliance on Section 4(2) under the Securities Act.

16. On December 21, 1999, the Registrant issued 120,000 shares of common stock
    to Sapient Corporation upon exercise of a warrant. The issuance of the
    shares were made in reliance on Section 4(2) under the Securities Act.

17. On December 15, 1999, the Registrant issued 245,355 shares of common stock
    to CareerPath.com in connection with the establishment of a distribution,
    co-branding and other similar arrangement. The issuance of the shares was
    made in reliance on Section 4(2) under the Securities Act.

18. On December 15, 1999, the Registrant issued 39,000 shares of common stock to
    J.P. Morgan Corporation in connection with establishment of a distribution,
    co-branding or other similar arrangement. The issuance of this warrant was
    made in reliance on Section 4(2) under the Securities Act.


19. On December 30, 1999, the Registrant issued 28,437 shares of common stock to
    a former employee, Seth Oxenhorn, upon exercise of an option. The issuance
    of the shares were made in reliance on Section 4(2) and/or Rule 701 under
    the Securities Act.



20. On January 1, 2000, the Registrant issued 67,500 shares of common stock to a
    director John Drew upon exercise of an option. The issuance of these shares
    was made in reliance on Section 4(2) and/or Rule 701 under the Securities
    Act.



21. On January 5, 2000, the Registrant issued 30,000 shares of common stock to
    Leonard I. Horowitz and Janet B. Horowitz, the parents of its Chairman and
    Chief Executive Officer upon exercise of a warrant. The issuance of the
    shares were made in reliance on Section 4(2) under the Securities Act.



22. On January 10, 2000, the Registrant issued an aggregate of 720,000 shares of
    common stock to two directors, Irwin Lieber and Barry Rubenstein, and a
    former director, Eli Oxenhorn, upon exercise of warrants. The issuance of
    the shares were made in reliance on Section 4(2) and/or Rule 506 of
    Regulation D under the Securities Act.



23. On January 12, 2000, the Registrant issued 90,000 shares to
    G&R Partnership, L.P., a partnership of which Roger Weiss, one of the
    Registrant's directors, is the general partner upon exercise of a warrant.
    The issuance of the shares were made in reliance on Section 4(2) under the
    Securities Act.



24. On January 20, 2000, the Registrant issued 243,474 shares of common stock to
    the former owners of Ithority Corporation in connection with the acquisition
    of Ithority. The former stockholders of Ithority to


                                      II-4
<PAGE>

    whom the Registrant issued shares of common stock are: George W. Constable,
    III, Jeremy Epstein, William Herndon, Matthew Carden, Joshua Pickus, George
    Constable, Jr., Kathryn Tresness, Douglas Merritt, Paul Resnick, Joseph
    Beninato, Perry Arnold, Teresa Kersten and VLG Investments 1999. An
    additional 182,599 shares of common stock were issued and placed in escrow
    in connection with the acquisition. The issuance of the shares was made in
    reliance on Section 4(2) and/or Rule 506 of Regulation D under the
    Securities Act.


25. On January 20, 2000, the Registrant issued a warrant to purchase 450,000
    shares of common stock at an exercise price of $8.21 per share to
    Greenhill & Co., L.L.C. in consideration for and in connection with
    financial advisory services (valued at $832,500) rendered to the Registrant.
    The issuance of the warrant was made in reliance on Section 4(2) and/or
    Rule 506 of Regulation D under the Securities Act.


26. On January 28, 2000, the Registrant issued 30,000 shares of common stock to
    Zoltan Brenner, a former employee, upon exercise of an option. The issuance
    of the shares were made in reliance on Section 4(2) and/or Rule 701 under
    the Securities Act.



27. On January 31, 2000, the Registrant issued 30,000 shares of common stock to
    Rino Bergonzi, a former director, upon exercise of an option. The issuance
    of the shares was made in reliance on Section 4(2) and/or Rule 701 under the
    Securities Act.



28. On February 1, 2000, the Registrant issued to an employee, Mark Ticar,
    18,000 shares of Common Stock upon exercise of an option. The issuance of
    the shares was made in reliance on Section 4(2) and/or Rule 701 under the
    Securities Act.


29. On February 7, 2000, the Registrant issued to Lucent Technologies Inc. a
    warrant to purchase 225,000 shares of common stock at an exercise price of
    $3.33 per share in connection with their agreeing to use its OPUSRM and OPUS
    XCHANGE services, assist it in the further development of its services and
    to direct free agents who provide services to Lucent's NetCare Division to
    FREEAGENT. The issuance of the warrant was made in reliance on Section 4(2)
    under the Securities Act.

30. On February 7, 2000, the Registrant issued to Lucent Technologies Inc. in
    connection with the establishment of the foregoing arrangements, a second
    warrant to purchase shares of the Registrant's Common Stock, commencing on
    the 240th day after the effective date of this registration statement,
    exercisable for that number of shares of common stock having a fair value no
    greater than $2,655,000 using the Black-Scholes option-pricing model, at an
    exercise price equal to the average market price of the common stock during
    the 10 trading days immediately prior to the date the warrant first becomes
    exercisable. The issuance of the warrant was made in reliance on
    Section 4(2) under the Securities Act.


31. On February 24, 2000, the Registrant issued 2,633,359 shares of common stock
    to the former owners of PeopleMover, Inc. in connection with the acquisition
    of PeopleMover and assumed options to purchase 1,189,078 shares of common
    stock. The former stockholders of PeopleMover to whom the Registrant issued
    shares of common stock are Ali Behnam, Artemis Ventures, LLC, Avalon
    Technology, LLC, BridgeGate, LLC, Bryan Plug, Carl Bressler, Christian &
    Timbers, David E. Sanders, DynaFund International, L.P., DynaFund, L.P.,
    Eric Bergan, Imperial Bancorp, IT Services Advisory, LLC, James L. Jonassen,
    James P. Morris, Jeff White, John P. Buckley, Joseph C. Monte, Kenneth M.
    Deemer, Kimberly Caccavo, Neil Donahue, Paul Chan, Pedram Abrari, Peter
    Halper, Robert Gulovsen, Robert J. Morris, Robert Tolchin, Trustee of the
    Alexander Michael Tolchin 1991 Trust U/T/A dated July 10, 1991, Robert
    Tolchin, Trustee of the David Carlos Tolchin 1991 Trust U/T/A dated July 10,
    1991, Silicon Valley Bancshares, Stephen G. Tolchin, Stephen G. Tolchin and
    Veronica M. Howard, Trustees of the Tolchin Family Trust U/D/T dated
    7-10-91, Stephen G. Tolchin and Veronica M. Howard, Trustees of the Tolchin
    Family Trust U/D/T dated 7-10-91 as the Separate Property of Stephen G.
    Tolchin, Stephen G. Tolchin, Trustee of the Tolchin Family Trust U/T/A dated
    July 10, 1991, as the Separate Property of Stephen G. Tolchin, The E.B. Hutt
    Bush Trust dated September 22, 1993, The Marc Lin Group, Tom Fricks, Tom
    Utsch, Troop Steuber Pasich Reddick & Tobey, LLP, Two Roads Professional
    Resources, Inc., Williams


                                      II-5
<PAGE>

    & Kilkowski, William J. Bestor, William R. Woodward, Windward Ventures,
    L.P., and Yves Blehaut. The issuance of these shares was made in reliance on
    Section 4(2) and/or Regulation D under the Securities Act.


32. On February 28, 2000, the Registrant issued a warrant to purchase 9,120
    shares of common stock at an exercise price of $0.01 per share to
    Kirshenbaum Bond & Partners in consideration for advertising services
    (valued at $91,109) rendered to the Registrant. The issuance of this warrant
    was made in reliance on Section 4(2) under the Securities Act.


33. Between February 24, 2000 and March 8, 2000, the Registrant issued 81,088
    shares of common stock to fifteen former holders of options under the 1999
    PeopleMover Stock Incentive Plan (Sarah Thomas, John Simonelli, Jason
    Seldon, Remelyn Fauni, William Hunsinger, Rusty Krutik, Drissro Sampson,
    Karen Assunto, Frederick Moore, Eric Moore, Tom Johnson, Nick Svolos, Ali
    Behnam, Tom Utsch and Barbara Hart) upon exercise of their options. The
    issuance of the shares was made in reliance on Section 4(2) and/or
    Rule 701.



34. On March 9, 2000, the Registrant issued to an officer, Susan Wu, 37,497
    shares of common stock upon exercise of an option. The issuance of the
    shares was made in reliance on Section 4(2) and/or Rule 701.



35. On March 17, 2000, the Registrant issued 850 shares of common stock to two
    former PeopleMover Employees (Tom Cronin and Alex Chavira) upon their
    exercise of options. The issuance of the shares was made in reliance on
    Section 4(2) and/or Rule 701.



36. On March 20, 2000, the Registrant issued to an employee, Rony Mukhopdhyay,
    7,500 shares of common stock upon exercise of an option. The issuance of the
    shares was made in reliance on Section 4(2) and/or Rule 701.



37. On March 22, 2000, the Registrant issued 34,062 shares of common stock to
    two employees, Carmen Bellavia and Sherri Langburt, upon their exercise of
    options. The issuance of the shares was made in reliance on Section 4(2)
    and/or Rule 701.



38. On March 22, 2000, the Registrant issued 412 shares of common stock to a
    former employee of PeopleMover, Remelyn Fauni, upon exercise of an option.
    The issuance of the shares was made in reliance on Section 4(2) and/or
    Rule 701.



39. On March 23, 2000, the Registrant issued 300,000 shares of common stock to
    an officer, Richard Miller, upon exercise of an option. The issuance of the
    shares was made in reliance on Section 4(2) and/or Rule 701.



    Between October 14, 1998 and March 24, 2000, the Registrant granted stock
options to purchase 11,515,378 of shares of common stock at exercise prices
ranging from $0.33 to $11.00 per share to employees, consultants, officers and
directors. The grant of the options was made in reliance on Section 4(2) and/or
Rule 701 under the Securities Act.


    With respect to each transaction listed above, no general solicitation was
made by either the Registrant or any person acting on its behalf; the securities
sold are subject to transfer restrictions, and the certificates for the shares
contained an appropriate legend stating such securities have not been registered
under the Securities Act and may not be offered or sold absent registration or
pursuant to an exemption therefrom. No underwriters were involved in connection
with the sales of securities referred to in this Item 15.

Item 16(a). Exhibits and Financial Statement Schedules


<TABLE>
<S>                     <C>
 1.1*                   Form of Underwriting Agreement.

 3.1                    Certificate of Incorporation of the Registrant.

 3.1A                   Certificate of Merger dated January 19, 2000 relating to the
                        acquisition of Ithority Corporation.
</TABLE>


                                      II-6
<PAGE>

<TABLE>
<S>                     <C>
 3.1B                   Certificate of Merger dated February 24, 2000 relating to
                        the acquisition of PeopleMover, Inc.

 3.1C*                  Certificate of Amendment to Certificate of Incorporation.

 3.2**                  Amended and Restated Certificate of Incorporation of the
                        Registrant.

 3.3                    Bylaws of the Registrant.

 3.4**                  Amended Bylaws of the Registrant.

 4.1                    Certificate for Shares.

 5.1*                   Opinion of O'Sullivan Graev & Karabell, LLP.

10.1                    Lease Agreement dated August 10, 1999, between the
                        Registrant and Samson Associates, LLC as amended.

10.2                    Modification and Extension of Lease dated August 6, 1999,
                        between the Registrant and Royal Realty Corp.

10.3                    Employment Agreement dated April 1, 1999, between the
                        Registrant and Ari B. Horowitz.

10.3A                   Amendment to Employment Agreement of Ari B. Horowitz dated
                        September 2, 1999.

10.4**                  Amended and Restated Employment Agreement dated March 6,
                        2000, between the Registrant and Carlos B. Cashman.

10.5                    Loan and Security Agreement dated May 19, 1999, between
                        Silicon Valley Bank and the Registrant.

10.6                    Loan and Security Agreement dated August 17, 1999, between
                        Silicon Valley Bank and the Registrant.

10.7                    Form of Amended and Restated Registration Rights Agreement
                        dated February   , 2000, among the Registrant and the
                        Securityholders thereto.

10.8                    The Registrant's 1998 Stock Option Plan.

10.9(+        )         Letter Agreement dated October 15, 1999, between the
                        Registrant and J.P. Morgan Corporation.

10.10(+       )         Letter Agreement dated November 21, 1999, between the
                        Registrant and CareerPath.com, Inc.

10.11                   Standard Form of FREEAGENT E.OFFICE services agreement.

10.12                   Series A Securities Purchase Agreement dated December 24,
                        1998, among the Registrant and the signatories thereto.

10.13                   Series B Securities Purchase Agreement dated September 3,
                        1999, among the Registrant and the purchasers of the Series
                        B Convertible Preferred Stock.

10.14                   Agreement and Plan of Merger dated May 27, 1999, among the
                        Registrant, The Churchill Benefit Corporation, William Bahr
                        and Churchill Acquisition Corp.

10.15                   Agreement and Plan of Merger dated January 30, 2000 among
                        the Registrant, Opus PM Acquisition Corp., PeopleMover, Inc.
                        and the other parties thereto.

10.16                   Agreement and Plan of Merger dated January 19, 2000 among
                        the Registrant, Ithority Corporation and the other parties
                        thereto.

10.17                   Asset Purchase Agreement dated as of January 12, 2000 among
                        Brainstorm Interactive, Inc., the Registrant and the other
                        parties thereto.

10.18                   Escrow Agreement dated as of February 24, 2000 among the
                        Registrant, Suntrust Bank and James L. Jonassen and
                        Ali Behnam.

10.19                   Escrow and Pledge Agreement dated as of January 19, 2000
                        among SunTrust Bank, the Registrant and the other parties
                        thereto.
</TABLE>



                                      II-7

<PAGE>

<TABLE>
<S>                     <C>
10.20                   Amended and Restated Employment Agreement dated February 2,
                        2000, between the Registrant and Richard S. Miller.

10.21                   Agreement between The Churchill Benefit Corporation and
                        Automatic Data Processing.

10.22                   Employment Agreement dated February 29, 2000, between the
                        Registrant and Allen Berger.

10.23                   Strategic Partner Registration Rights Agreement dated
                        February 7, 2000 between the Registrant and Lucent
                        Technologies Inc.

10.24**                 The Registrant's 2000 Stock Option Plan.

10.25**                 The Registrant's 2000 Stock Option Plan for Non-Employee
                        Directors.

10.26**                 The Registrant's 2000 Employee Stock Purchase Plan.

10.27                   Form of Registration Rights Agreement dated February   ,
                        2000 between the Registrant and the PM Securityholders.

10.28                   PeopleMover, Inc. 1999 Stock Incentive Plan.

10.29                   Stock Purchase Agreement dated February 28, 2000, between
                        the Registrant and Dell USA L.P.

10.30                   Form of Strategic Partner Registration Rights Agreement
                        dated          between the Registrant and Dell USA L.P.

10.31**                 Employment Agreement dated as of March 23, 2000 between the
                        Registrant and Dr. Ram Chillarege.

10.32**                 Non-Statutory Option Agreement dated as of March 23, 2000 by
                        and between the Registrant and Dr. Ram Chillarege.

10.33**                 Amended and Restated Non-Statutory Option Agreement dated as
                        of February 2, 2000 by and between the Registrant and
                        Richard S. Miller.

10.34*                  Promissory Note of Richard S. Miller.

10.35*                  Pledge Agreement between Registrant and Richard S. Miller.

21.1                    Subsidiaries of the Registrant.

23.1*                   Consent of O'Sullivan Graev & Karabell, LLP (included in
                        Exhibit 5.1).

23.2**                  Consent of KPMG, LLP, independent accountants.

23.3**                  Consent of PricewaterhouseCoopers LLP, independent
                        accountants.

23.4**                  Consent of KPMG, LLP, independent accountants.

24.1                    Powers of Attorney (included on signature page).

27.1                    Financial Data Schedule.

99.1                    Form of letter to holders of more than 100 shares of
                        Safeguard Scientifics, Inc. describing the Safeguard
                        Subscription Program for Opus360 Corporation.

99.2                    Form of Letter to Brokers describing the Safeguard
                        Subscription Program.

99.3                    Form of Subscription Agreement for the Safeguard
                        Subscription Program.

99.4**                  Form of Stock Purchase Agreement between the Registrant,
                        Safeguard Scientifics and CompuCom relating to the Safeguard
                        Subscription Program.
</TABLE>


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


*   To be filed by amendment.



**  Filed herewith.


                                      II-8
<PAGE>
+   We have requested confidential treatment of certain provisions of this
    exhibit pursuant to Rule 406 of the Securities Act of 1933. The entire
    agreement has been filed separately with the Securities and Exchange
    Commission.

Item 17. Undertakings.

    The Registrant hereby undertakes to provide to the underwriters at the
closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

    Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with 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 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 a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

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

                                      II-9
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, as amended,
Opus360 Corporation has duly caused this Amendment No. 4 to Registration
Statement to be signed on its behalf by the undersigned, thereunder duly
authorized, in the City of New York, State of New York, on March 26, 2000.


<TABLE>
<S>                                                    <C>  <C>
                                                       OPUS360 CORPORATION

                                                       By:  /s/ ARI B. HOROWITZ
                                                            -----------------------------------------
                                                            Ari B. Horowitz
                                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>

                               POWER OF ATTORNEY

    We, the undersigned directors and/or officers of Opus360 Corporation (the
"Registrant"), hereby severally constitute and appoint Ari B. Horowitz and
Richard McCann, and each of them individually, with full powers of substitution
and resubstitution, our true and lawful attorneys, with full powers to each of
them to sign for us, in our names and in the capacities indicated below, the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission, and any and all amendments to said Registration Statement (including
post-effective amendments), and any registration statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, in connection with the
registration under the Securities Act of 1933, as amended, of equity securities
of the Registrant, and to file or cause to be filed the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as each of them might or could do in person, and hereby ratifying and
confirming all that said attorneys, and each of them, or their substitute or
substitutes, shall do or cause to be done by virtue of this Power of Attorney.
This power of attorney may be executed in counterparts.


    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 4 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.



<TABLE>
<CAPTION>
                  Signature                                   Title                       Date
                  ---------                                   -----                       ----
<S>                                            <C>                                  <C>
**                                             Chairman of the Board and Chief
- ------------------------------------             Executive Officer (Principal        March 26, 2000
Ari B. Horowitz                                  Executive Officer)

**                                             President, Chief Operating Officer
- ------------------------------------             and Director                        March 26, 2000
Richard S. Miller

                                               Senior Vice President, Chief
**                                               Financial Officer, and Secretary
- ------------------------------------             (Principal Financial Officer and    March 26, 2000
Richard McCann                                   Principal Accounting Officer)

**                                             Director
- ------------------------------------                                                 March 26, 2000
James Cannavino
</TABLE>


                                     II-10
<PAGE>


<TABLE>
<CAPTION>
                  Signature                                   Title                       Date
                  ---------                                   -----                       ----
<S>                                            <C>                                  <C>
**                                             Director
- ------------------------------------                                                 March 26, 2000
Irwin Lieber

**                                             Director
- ------------------------------------                                                 March 26, 2000
Roger J. Weiss

**                                             Director
- ------------------------------------                                                 March 26, 2000
Barry Rubenstein

**                                             Director
- ------------------------------------                                                 March 26, 2000
William R. Nuti

**                                             Director
- ------------------------------------                                                 March 26, 2000
John K. Halvey

**                                             Director
- ------------------------------------                                                 March 26, 2000
John L. Drew
</TABLE>


<TABLE>
<C>                                            <S>                                  <C>
             /s/ RICHARD MCCANN
    ------------------------------------
             **By Richard McCann
              ATTORNEY-IN-FACT
</TABLE>

                                     II-11
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
     Exhibit No.                                Description                             Page
- ---------------------   ------------------------------------------------------------  --------
<C>                     <S>                                                           <C>
        1.1*            Form of Underwriting Agreement.
        3.1             Certificate of Incorporation of the Registrant.
        3.1A            Certificate of Merger dated January 19, 2000 relating to the
                        acquisition of Ithority Corporation.
        3.1B            Certificate of Merger dated February 24, 2000 relating to
                        the acquisition of PeopleMover, Inc.
        3.1C*           Certificate of Amendment to Certificate of Incorporation.
        3.2**           Amended and Restated Certificate of Incorporation of the
                        Registrant.
        3.3             Bylaws of the Registrant.
        3.4**           Amended Bylaws of the Registrant.
        4.1             Certificate for Shares.
        5.1*            Opinion of O'Sullivan Graev & Karabell, LLP.
       10.1             Lease Agreement dated August 10, 1999, between the
                        Registrant and Samson Associates, LLC as amended.
       10.2             Modification and Extension of Lease dated August 6, 1999,
                        between the Registrant and Royal Realty Corp.
       10.3             Employment Agreement dated April 1, 1999, between the
                        Registrant and Ari B. Horowitz, as amended.
       10.3A            Amendment to Employment Agreement of Ari B. Horowitz dated
                        September 2, 1999.
       10.4**           Amended and Restated Employment Agreement dated March 6,
                        2000, between the Registrant and Carlos B. Cashman.
       10.5             Loan and Security Agreement dated May 19, 1999, between
                        Silicon Valley Bank and the Registrant.
       10.6             Loan and Security Agreement dated August 17, 1999, between
                        Silicon Valley Bank and the Registrant.
       10.7             Form of Amended and Restated Registration Rights Agreement
                        dated February   , 2000, among the Registrant and the
                        Securityholders thereto.
       10.8             The Registrant's 1998 Stock Option Plan.
       10.9(+ )         Letter Agreement dated October 15, 1999, between the
                        Registrant and J.P. Morgan Corporation.
       10.10(+)         Letter Agreement dated November 21, 1999, between the
                        Registrant and CareerPath.com, Inc.
       10.11            Standard Form of FREEAGENT E.OFFICE services agreement.
       10.12            Series A Securities Purchase Agreement dated December 24,
                        1998, among the Registrant and the signatories thereto.
       10.13            Series B Securities Purchase Agreement dated September 3,
                        1999, among the Registrant and the purchasers of the Series
                        B Convertible Preferred Stock.
       10.14            Agreement and Plan of Merger dated May 27, 1999, among the
                        Registrant, The Churchill Benefit Corporation, William Bahr
                        and Churchill Acquisition Corp.
       10.15            Agreement and Plan of Merger dated January 30, 2000 among
                        the Registrant, Opus PM Acquisition Corp., PeopleMover, Inc.
                        and the other parties thereto.
       10.16            Agreement and Plan of Merger dated January 19, 2000 among
                        the Registrant, Ithority Corporation and the other parties
                        thereto.
       10.17            Asset Purchase Agreement dated as of January 12, 2000 among
                        Brainstorm Interactive, Inc., the Registrant and the other
                        parties thereto.
       10.18            Escrow Agreement dated as of February 24, 2000 among the
                        Registrant, Suntrust Bank and James L. Jonassen and Ali
                        Behnam.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
     Exhibit No.                                Description                             Page
- ---------------------   ------------------------------------------------------------  --------
<C>                     <S>                                                           <C>
       10.19            Escrow and Pledge Agreement dated as of January 19, 2000
                        among SunTrust Bank, the Registrant and the other parties
                        thereto.
       10.20            Amended and Restated Employment Agreement dated February 2,
                        2000, between the Registrant and Richard S. Miller.
       10.21            Agreement between The Churchill Benefit Corporation and
                        Automatic Data Processing.
       10.22            Employment Agreement dated February 29, 2000, between the
                        Registrant and Allen Berger.
       10.23            Strategic Partner Registration Rights Agreement dated
                        February 7, 2000 between the Registrant and Lucent
                        Technologies Inc.
       10.24**          The Registrant's 2000 Stock Option Plan.
       10.25**          The Registrant's 2000 Stock Option Plan for Non-Employee
                        Directors.
       10.26**          The Registrant's 2000 Employee Stock Purchase Plan.
       10.27            Form of Registration Rights Agreement dated February   ,
                        2000 between the Registrant and the PM Securityholders.
       10.28            PeopleMover, Inc. 1999 Stock Incentive Plan.
       10.29            Stock Purchase Agreement dated February 28, 2000, between
                        the Registrant and
                        Dell USA L.P.
       10.30            Form of Strategic Partner Registration Rights Agreement
                        dated          between the Registrant and Dell USA L.P.
       10.31**          Employment Agreement dated as of March 23, 2000 between the
                        Registrant and Dr. Ram Chillarege.
       10.32**          Non-Statutory Option Agreement dated as of March 23, 2000 by
                        and between the Registrant and Dr. Ram Chillarege.
       10.33**          Amended and Restated Non-Statutory Option Agreement dated as
                        of February 2, 2000 by and between the Registrant and
                        Richard S. Miller.
       10.34*           Promissory Note of Richard S. Miller.
       10.35*           Pledge Agreement between Registrant and Richard S. Miller.
       21.1             Subsidiaries of the Registrant.
       23.1*            Consent of O'Sullivan Graev & Karabell, LLP (included in
                        Exhibit 5.1).
       23.2**           Consent of KPMG, LLP, independent accountants.
       23.3**           Consent of PricewaterhouseCoopers LLP, independent
                        accountants.
       23.4**           Consent of KPMG, LLP, independent accountants.
       24.1             Powers of Attorney (included on signature page).
       27.1             Financial Data Schedule.
       99.1             Form of letter to holders of more than 100 shares of
                        Safeguard Scientifics, Inc. describing the Safeguard
                        Subscription Program for Opus360 Corporation.
       99.2             Form of Letter to Brokers describing the Safeguard
                        Subscription Program.
       99.3             Form of Subscription Agreement for the Safeguard
                        Subscription Program.
       99.4**           Form of Stock Purchase Agreement between the Registrant,
                        Safeguard Scientifics and CompuCom relating to the Safeguard
                        Subscription Program.
</TABLE>


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


*   To be filed by amendment.



**  Filed herewith.


+   We have requested confidential treatment of certain provisions of this
    exhibit pursuant to Rule 406 of the Securities Act of 1933. The entire
    agreement has been filed separately with the Securities and Exchange
    Commission.

<PAGE>

                                                     Exhibit 3.2

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               OPUS360 CORPORATION

                                   ARTICLE I

                  The name of the corporation is Opus360 Corporation (the
"Corporation").

                                   ARTICLE II

                  The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended ("Delaware Law") and to possess and exercise all of the
powers and privileges granted by such law and any other law of the State of
Delaware.

                                  ARTICLE III

                  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 175,000,000, consisting of (a)
150,000,000 shares of Common Stock, par value $.001 per share (the "Common
Stock"), and (b) 25,000,000 shares of Preferred Stock, par value $.001 per share
(the "Preferred Stock").

                  The Board of Directors is hereby empowered to authorize by
resolution or resolutions from time to time the issuance of one or more classes
or series of Preferred Stock and to fix the designations, powers, preferences
and relative, participating, optional and other rights, if any, and the
qualifications, limitations and restrictions thereof, if any, including, without
limitation, the number of shares constituting each such class or series,
dividend rights, conversion rights, redemption privileges, voting powers, full
or limited or no voting powers, and liquidation preferences, and to increase or
decrease the size of any such class or series (but not below the number of
shares of any class or series of Preferred Stock then outstanding) to the extent
permitted by Delaware Law. Without limiting the generality of the foregoing, the
resolution or resolutions providing for the establishment of any class or series
of Preferred Stock may, to the extent permitted by law, provide that such class
or series shall be superior to, rank equally with or be junior to the Preferred
Stock of any other class or series. Except as otherwise



<PAGE>

expressly provided in the resolution or resolutions providing for the
establishment of any class or series of Preferred Stock, no vote of the holders
of shares of Preferred Stock or Common Stock shall be a prerequisite to the
issuance of any shares of any class or series of Preferred Stock authorized by
and complying with the conditions of this Certificate of Incorporation.

                                   ARTICLE IV

                  (i) The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors consisting of not less
than three or nor more than 15 directors, the exact number of directors to be
determined from time to time solely by resolution adopted by the affirmative
vote of a majority of the entire Board of Directors.

                  (ii) The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. Each director shall serve for a term ending on
the date of the third annual meeting of stockholders next following the annual
meeting at which such director was elected, PROVIDED that directors initially
designated as Class I directors shall serve for a term ending on the date of the
2001 annual meeting, directors initially designated as Class II directors shall
serve for a term ending on the date of the 2002 annual meeting, and directors
initially designated as Class III directors shall serve for a term ending on the
date of the 2003 annual meeting. Notwithstanding the foregoing, each director
shall hold office until such director's successor shall have been duly elected
and qualified or until such director's earlier death, resignation or removal. In
the event of any change in the number of directors, the Board of Directors shall
apportion any newly created directorship among, or reduce the number of
directorships in, such class or classes as shall equalize, as nearly as
possible, the number of directors in each class. In no event will a decrease in
the number of directors shorten the term of any director.

                  (iii) The names and mailing addresses of the persons who are
to serve initially as directors of each class are:

<TABLE>
<CAPTION>

              NAME                      MAILING ADDRESS
              ----                      ---------------
<S>           <C>                       <C>
Class I       James Cannavino           CyberSafe Corporation
                                        1605 N.W. Sammamish Road
                                        Suite 310
                                        Issaquah, WA 98027

              William R. Nuti           Cisco Systems Limited
                                        3 The Square
                                        Stockley Park, Uxbridge Middlesex UB11- IBN
                                        England

              Irwin Lieber              GeoCapital
                                        767 Fifth Avenue
                                        45th Floor
                                        New York, N.Y. 10153

</TABLE>



<PAGE>

<TABLE>

              NAME                      MAILING ADDRESS
              ----                      ---------------
<S>           <C>                       <C>
Class II      John L. Drew              Lucent Technologies Inc.
                                        1213  Innsbruck Drive #3
                                        Sunnyvale, CA 94089

              John K. Halvey            Safeguard Scientifics, Inc.
                                        800 The Safeguard Building
                                        435 Devon Park Drive
                                        Wayne, PA  19087-1945

              Roger J. Weiss            Weiss, Peck & Greer
                                        One New York Plaza
                                        New York, NY 10004-1950

</TABLE>

<TABLE>

              NAME                      MAILING ADDRESS
              ----                      ---------------
<S>           <C>                       <C>
Class III     Ari B. Horowitz           Opus360 Corporation
                                        39 West 13th Street, 3rd Floor
                                        New York, New York 10011

              Richard S. Miller         Opus360 Corporation
                                        39 West 13th Street, 3rd Floor
                                        New York, NY  10011

              Barry Rubenstein          Woodland Partners
                                        68 Wheatley Road
                                        Brookville, NY 11545

</TABLE>


                  (iv) There shall be no cumulative voting in the election of
directors. Election of directors need not be by written ballot unless the bylaws
of the Corporation so provide.

                  (v) Vacancies on the Board of Directors resulting from death,
resignation, removal or otherwise and newly created directorships resulting from
any increase in the number of directors may be filled solely by a majority of
the directors then in office (although less than a quorum) or by the sole
remaining director, and each director so elected shall hold office for a term
that shall coincide with the term of the Class to which such director shall have
been elected.

                  (vi) No director may be removed from office by the
stockholders except for cause with the affirmative vote of the holders of not
less than 66 2/3 % of the total voting



<PAGE>

power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class.

                  (vii) Notwithstanding the foregoing, whenever the holders of
one or more classes or series of Preferred Stock shall have the right, voting
separately as a class or series, to elect directors, the election, term of
office, filling of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolution or resolutions adopted by the
Board of Directors pursuant to ARTICLE III applicable thereto, and such
directors so elected shall not be subject to the provisions of this ARTICLE IV
unless otherwise provided therein.

                                   ARTICLE V

                  The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation by the majority vote of the directors then
in office. The stockholders may adopt, amend or repeal the bylaws only with the
affirmative vote of the holders of not less than 66 2/3 % of the total voting
power of all outstanding securities of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class.

                                   ARTICLE VI

                  Any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken only upon the vote of stockholders
at an annual or special meeting duly noticed and called in accordance with
Delaware Law as amended from time to time, and may not be taken by written
consent of stockholders without a meeting.

                                  ARTICLE VII

                  Special meetings of the stockholders may be called by the
Board of Directors or the Chairman of the Board of Directors, the Chief
Executive Officer or the President of the Corporation and may not be called by
any other person. Notwithstanding the foregoing, whenever holders of one or more
classes or series of Preferred Stock shall have the right, voting separately as
a class or series, to elect directors, such holders may call, pursuant to the
terms of the resolution or resolutions adopted by the Board of Directors
pursuant to ARTICLE III hereto, special meetings of holders of such Preferred
Stock.

                                  ARTICLE VIII

                  (i) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, to the fullest extent permitted by Delaware Law.

                  (ii) (a) Each person (and the heirs, executors or
administrators of such person) who was or is a party or is threatened to be made
a party to, or is involved in any



<PAGE>

threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, limited liability company, trust or
other enterprise, shall be indemnified and held harmless by the Corporation to
the fullest extent permitted by Delaware Law; PROVIDED, HOWEVER, that except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any such person (or the heirs, executors or
administrators of such person) in connection with any action, suit or proceeding
(or part thereof) initiated by such person unless such action, suit or
proceeding (or part thereof) was authorized or consented to by the Board of
Directors. The right to indemnification conferred in this ARTICLE VIII shall
also include the right to be paid by the Corporation the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE VIII shall be a contract right.

                       (b) The Corporation may, by action of its Board of
Directors, provide indemnification to such of the officers, employees and agents
of the Corporation and such other persons serving at the request of the
Corporation as officers, employees and agents of another corporation,
partnership, joint venture, limited liability company, trust or other enterprise
to such extent as is permitted by Delaware Law and the Board of Directors shall
determine to be appropriate.

                  (iii) The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, limited liability company, trust or other enterprise
against any expense, liability or loss incurred by such person in any such
capacity or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under Delaware Law.

                  (iv) The rights and authority conferred in this ARTICLE VIII
shall not be exclusive of any other right which any person may otherwise have or
hereafter acquire.

                  (v) Neither the amendment nor repeal of this ARTICLE VIII, nor
the adoption of any provision of this Certificate of Incorporation or the bylaws
of the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE VIII
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.

                                   ARTICLE IX

                  The Board of Directors is hereby authorized to create and
issue, whether or not in connection with the issuance and sale of any of its
stock or other securities or property, rights entitling the holders thereof to
purchase from the Corporation shares of stock or other securities of the
Corporation or any other corporation. The times at which and the terms upon
which such rights are to be issued shall be determined by the Board of Directors
and set forth in the contracts



<PAGE>

or instruments that evidence such rights. The authority of the Board of
Directors with respect to such rights shall include, but not be limited to,
determination of the following:

                  (i) the initial purchase price per share or other unit of the
         stock or other securities or property to be purchased upon exercise of
         such rights;

                  (ii) provisions relating to the times at which and the
         circumstances under which such rights may be exercised or sold or
         otherwise transferred, either together with or separately from, any
         other stock or securities of the Corporation;

                  (iii) provisions which adjust the number or exercise price of
         such rights, or amount or nature of the stock or other securities or
         property receivable upon exercise of such rights, in the event of a
         combination, split or recapitalization of any stock of the Corporation,
         a change in ownership of the Corporation's stock or other securities or
         a reorganization, merger, consolidation, sale of assets or other
         occurrence relating to the Corporation or any stock of the Corporation,
         and provisions restricting the ability of the Corporation to enter into
         any such transaction absent an assumption by the other party or parties
         thereof of the obligations of the Corporation under such rights;

                  (iv) provisions which deny the holder of a specified
         percentage of the outstanding stock or other securities of the
         Corporation the right to exercise such rights and/or cause the rights
         held by such holder to become void;

                  (v) provisions which permit the Corporation to redeem such
         rights; and

                  (vi) the appointment of a rights agent with respect to such
         rights.

                                   ARTICLE X

                  The address of the Corporation's registered office in the
State of Delaware is 9 East Loockerman Street, City of Dover, County of Kent
19901. The Corporation's registered agent at such address is National Registered
Agents, Inc.

                                   ARTICLE XI

                  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 or trustees in dissolution appointed
for the Corporation under the provisions of Delaware Law, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
matter as the said court directs. If a majority in number representing 3/4 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
consequence of such compromise or arrangement, the said compromise or
arrangement



<PAGE>

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 XII

                  The Corporation reserves the right to amend this Certificate
of Incorporation in any manner permitted by Delaware Law and all rights and
powers conferred upon stockholders, directors and officers herein are granted
subject to this reservation. Notwithstanding the foregoing, the provisions set
forth in ARTICLES IV, V, VI, VII, VIII and IX and this ARTICLE XII may not be
repealed or amended in any respect, and no other provision may be adopted,
amended or repealed which would have the effect of modifying or permitting the
circumvention of the provisions set forth in ARTICLES IV, V, VI, VII, VIII and
IX and this ARTICLE XII unless such action is approved by the affirmative vote
of the holders of not less than 66 2/3 % of the total voting power of all
outstanding securities of the Corporation then entitled to vote generally in the
election of directors, voting together as a single class.

                                   * * * * * *

<PAGE>


                                                                     Exhibit 3.4


                                 AMENDED BY-LAWS

                                       OF

                               OPUS360 CORPORATION

                                   ARTICLE I

                                     OFFICES

1.1      REGISTERED OFFICE.

         The registered office of Opus360 Corporation (the "Corporation") in the
State of Delaware shall be at 9 East Loockerman Street, City of Dover, County of
Kent 19901, and the registered agent in charge thereof shall be National
Registered Agents, Inc.

1.2      OTHER OFFICES.

         The Corporation may also have an office or offices at any other place
or places within or outside the State of Delaware as the Board of Directors (the
"Board") may from time to time determine or the business of the Corporation may
require.

1.3      BOOKS.

         The books of the Corporation may be kept within or without of the State
of Delaware as the Board may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

2.1      TIME AND PLACE OF MEETINGS.

         All meetings of stockholders shall be held at such place, either within
or without of the State of Delaware, on such date and at such time as may be
determined from time to time by the Board (or the Chairman of the Board in the
absence of a designation by the Board).

2.2      ANNUAL MEETINGS.

         Annual meetings of the stockholders, commencing with the year 2001,
shall be held for the election of directors and for the transaction of such
other business as may properly come before the meeting.


                                       1

<PAGE>


2.3      SPECIAL MEETINGS.

         Special meetings of the stockholders for any purpose or purposes may be
called by the Board, the Chairman of the Board, the Chief Executive Officer or
the President and may not be called by any other person. Notwithstanding the
foregoing, whenever holders of one or more classes or series of Preferred Stock
shall have the right, voting separately as a class or series, to elect
directors, such holders may call special meetings of such holders pursuant to
the terms of the certificate of designation for such classes or series.

2.4      NOTICE OF MEETINGS AND ADJOURNED MEETINGS; WAIVERS OF NOTICE.

         (a) Except as otherwise provided by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended ("Delaware
Law"), the Certificate of Incorporation of the Corporation (the "Certificate")
or these By-laws, notice of each annual or special meeting of the stockholders
shall be given to each stockholder of record entitled to vote at such meeting
not less than 10 nor more than 60 days before the day on which the meeting is to
be held, by delivering written notice thereof to such stockholder personally, or
by mailing a copy of such notice, postage prepaid, directly to the stockholder
at such stockholder's address as it appears in the records of the Corporation,
or by transmitting such notice thereof at such address by telegraph, cable or
other telephonic transmission. Every such notice shall state the place, the date
and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called. Unless these By-laws otherwise
require, when a meeting is adjourned to another time or place (whether or not a
quorum is present), notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. Notwithstanding the
foregoing, if the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting not less than 10 nor more than 60 days before the day on
which the meeting is to be held.

         (b) A written waiver of any such notice signed by the person entitled
thereto, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Except as otherwise provided in these By-laws, neither the business to
be transacted at, nor the purpose of, any meeting of the stockholders need be
specified in any such notice or waiver of notice. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

2.5      QUORUM.

         Unless otherwise provided by the Certificate or these By-laws and
subject to Delaware Law, at each meeting of stockholders the holders of a
majority of the issued and outstanding shares of capital stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum for the transaction of business.


                                       2

<PAGE>


2.6      ORGANIZATION.

         Unless otherwise determined by the Board, at each meeting of the
stockholders, the Chairman of the Board, if one shall have been elected, (or in
his absence or if one shall not have been elected, the Chief Executive Officer,
or in his absence or if one shall not have been elected, the President) shall
act as chairman of the meeting. The Secretary (or in his absence or inability to
act, the person whom the chairman of the meeting shall appoint secretary of the
meeting) shall act as secretary of the meeting and keep the minutes thereof.

2.7      ORDER OF BUSINESS.

         The order of business at each meeting of the stockholders shall be
determined by the chairman of such meeting.

2.8      VOTING.

         (a) Unless otherwise provided in the Certificate and subject to
Delaware Law, each stockholder shall be entitled to one vote in person or by
proxy for each outstanding share of capital stock of the Corporation held by
such stockholder. Any shares of capital stock of the Corporation held by the
Corporation shall have no voting rights. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held. A person whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation, such person has expressly empowered the pledgee to
vote thereon, in which case only the pledgee or such pledgee's proxy may
represent such stock and vote thereon. If shares or other securities having
voting power stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
shall be given written notice to the contrary and furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:

              (i)   if only one votes, such person's act binds all;

              (ii)  if more than one votes, the act of the majority so voting
         binds all; and

              (iii) if more than one votes, but the vote is evenly split on any
         particular matter, such shares shall be voted in the manner provided by
         Delaware Law.

If the instrument so filed shows that any such tenancy is held in unequal
interests, a majority or even-split for the purposes of this Section 2.8 shall
be a majority or even-split in interest. The Corporation shall not vote directly
or indirectly any share of its own capital stock.

         (b) Unless otherwise provided in Delaware Law, the Certificate or these
By-laws, in all matters other than the election of directors, the affirmative
vote of a majority of the shares of capital stock of the Corporation present, in
person or by proxy, at a meeting of stockholders and entitled to vote on the
subject matter shall be the act of the stockholders. Directors shall be elected
by a plurality of the votes of the shares present in person or by proxy at the
meeting and entitled to vote on the election of directors.


                                       3

<PAGE>


         (c) Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

         (d) Without limiting the manner in which a stockholder may authorize
another person or persons to act for such stockholder as proxy pursuant to
subsection (c) of this Section 2.8, the following shall constitute a valid means
by which a stockholder may grant such authority:

              (i)   A stockholder may execute a writing authorizing another
         person or persons to act for such stockholder as proxy. Execution may
         be accomplished by the stockholder or such stockholder's authorized
         officer, director, employee or agent signing such writing or causing
         such person's signature to be affixed to such writing by any reasonable
         means including, but not limited to, by facsimile signature.

              (ii)  A stockholder may authorize another person or persons to act
         for such stockholder as proxy by transmitting or authorizing the
         transmission of a telegram, cablegram, or other means of electronic
         transmission to the person who will be the holder of the proxy or to a
         proxy solicitation firm, proxy support service organization or like
         agent duly authorized by the person who will be the holder of the proxy
         to receive such transmission, provided that any such telegram,
         cablegram or other means of electronic transmission must either set
         forth or be submitted with information from which it can be determined
         that the telegram, cablegram or other electronic transmission was
         authorized by the stockholder. If it is determined that such telegrams,
         cablegrams or other electronic transmissions are valid, the inspectors
         or, if there are no inspectors, such other persons making that
         determination shall specify the information upon which they relied.

         (e) Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to subsection (d)
of this Section 2.8 may be substituted or used in lieu of the original writing
or transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.

2.9      INSPECTORS OF ELECTIONS.

         Preceding any meeting of the stockholders, the Board by resolution or
the Chairman of the Board or the Chief Executive Officer shall appoint one or
more persons to act as inspectors at the meeting and make a written report
thereof. The Corporation may designate one or more alternate inspectors to
replace any inspector who fails to act. In the event no inspector or alternate
is able to act at a meeting of stockholders, the person presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of the duties of an inspector, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of such inspector's ability. The
inspectors shall:

         (a) ascertain the number of shares outstanding and the voting power of
each,


                                       4

<PAGE>


         (b) determine the shares represented at a meeting and the validity of
proxies and ballots,

         (c) count all votes and ballots,

         (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and

         (e) certify their determination of the number of shares represented at
the meeting, and his or her count of all votes and ballots.

              The inspector(s) may appoint or retain other persons or entities
to assist the inspectors in the performance of the duties of inspector.

              In determining the shares represented and the validity and
counting of proxies and ballots, the inspector shall be limited to an
examination of the proxies, any envelopes submitted with those proxies, any
information provided in accordance with Section 2.8 of these By-laws, ballots
and the regular books and records of the Corporation. The inspector may consider
other reliable information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers or their nominees or a
similar person which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspector considers other reliable information for the limited
purpose permitted by this paragraph, the inspector, at the time of his or her
certification pursuant to subsection (e) of this Section 2.9, shall specify the
precise information considered, the person or persons from whom the information
was obtained, when this information was obtained, the means by which the
information was obtained, and the basis for the inspector's belief that such
information is accurate and reliable.

2.10     OPENING AND CLOSING OF POLLS.

         The date and time of the opening and closing of the polls for each
matter to be voted upon at a stockholder meeting shall be announced at the
meeting. The inspector of the election shall be prohibited from accepting any
ballots, proxies or votes or any revocations thereof or changes thereto after
the closing of the polls, unless the Court of Chancery upon application by a
stockholder shall determine otherwise.

2.11     LIST OF STOCKHOLDERS.

         It shall be the duty of the Secretary or other officer of the
Corporation who shall have charge of its stock ledger to prepare and make, at
least 10 days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to any such meeting, during ordinary
business hours, for a period of at least 10 days prior to such meeting, either
at a place within the city where such meeting is to be held, which place shall
be specified in the notice of the meeting or, if not so specified, at the place
where the meeting is to be held. Such list shall also be produced and kept at
the time and place


                                       5

<PAGE>


of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

2.12     ACTION BY CONSENT.

         Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of stockholders at an
annual or special meeting duly noticed and called in accordance with Delaware
Law and may not be taken by written consent of stockholders without a meeting.

2.13     NOMINATION OF DIRECTORS.

         Only persons who are nominated in accordance with the procedures set
forth in these By-laws shall be eligible to serve as directors. Nominations of
persons for election to the Board may be made at a meeting of stockholders (a)
by or at the direction of the Board or (b) by any stockholder of the Corporation
who is a stockholder of record at the time of giving of notice provided for in
this Section 2.13, who shall be entitled to vote for the election of directors
at the meeting and who complies with the notice procedures set forth in this
Section 2.13. Such nominations, other than those made by or at the direction of
the Board, must be made pursuant to timely notice in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than 90 days nor more than 120 days prior to the first anniversary of the
previous year's annual meeting. Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder, (ii) the class and number of shares of the Corporation which
are beneficially owned by such stockholder and (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nominations are to be made by such stockholder. At the request of the
Board, any person nominated by the Board for election as a director shall
furnish to the secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible to serve as a director of the Corporation unless
nominated in accordance with the procedures set forth in this By-law. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by the By-laws, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this Section 2.13, a stockholder shall also comply
with all applicable requirements of the 1934 Act, and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.13.


                                       6

<PAGE>


2.14     NOTICE OF BUSINESS.

         At any meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or at the
direction of the Board or (b) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of the notice provided for in this
Section 2.14, who shall be entitled to vote at such meeting and who complies
with the notice procedures set forth in this Section 2.14. For business to be
properly brought before a stockholder meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
90 days nor more than 120 days prior to the first anniversary of the previous
year's annual meeting. A stockholder's notice to the Secretary shall set forth
as to each matter the stockholder proposes to bring before the meeting (a) a
brief description of the business desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of the Corporation which are
beneficially owned by the stockholder and (d) any material interest of the
stockholder in such business and a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder. Notwithstanding anything in the By-laws to the contrary, no
business shall be conducted at a stockholder meeting except in accordance with
the procedures set forth in this Section 2.14. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of the By-laws, and if he should so determine, he shall so declare to
the meeting any such business not properly brought before the meeting shall not
be transacted. Notwithstanding the foregoing provisions of this Section 2.14, a
stockholder shall also comply with all applicable requirements of the 1934 Act,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 2.14.


                                  ARTICLE III

                               BOARD OF DIRECTORS

3.1      GENERAL POWERS.

         Except as otherwise provided by Delaware Law or the Certificate, the
business, property and affairs of the Corporation shall be managed by or under
the direction of the Board, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Certificate directed or required to be exercised or done by the stockholders.

3.2      NUMBER, CLASSES AND TERM OF OFFICE.

         The Board shall consist of not less than three nor more than fifteen
directors, with the exact number of directors to be determined from time to time
solely by resolution adopted by the affirmative vote of a majority of the entire
Board. The directors shall be divided into three classes, designated Class I,
Class II and Class III. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors constituting the entire Board.
Except as


                                       7

<PAGE>


otherwise provided in the Certificate, each director shall serve for a term
ending on the date of the third annual meeting of stockholders next following
the annual meeting at which such director was elected. Notwithstanding the
foregoing, each director shall hold office until such director's successor
shall have been duly elected and qualified or until such director's earlier
death, resignation or removal. Directors need not be stockholders.

3.3      RESIGNATION.

         Any director may resign at any time by giving written notice to the
Board or the Secretary of the Corporation. Such resignation shall take effect at
the time specified therein or, if the time be not specified, upon receipt
thereof; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

3.4      VACANCIES.

         Unless otherwise provided in the Certificate, vacancies on the Board
resulting from death, resignation, removal or otherwise and newly created
directorships resulting from any increase in the number of directors may be
filled solely by a majority of the directors then in office (although less than
a quorum) or by the sole remaining director. Each director so elected shall hold
office for a term that shall coincide with the term of the Class to which such
director shall have been elected. If there are no directors in office, then an
election of directors may be held in accordance with Delaware Law. Unless
otherwise provided in the Certificate, when one or more directors shall resign
from the Board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in the filling of the other vacancies.

3.5      REMOVAL.

         No director may be removed from office by the stockholders except for
cause with the affirmative vote of the holders of not less than 66 2/3% of the
total voting power of all outstanding securities of the Corporation then
entitled to vote generally in the election of directors, voting together as a
single class.

3.6      COMPENSATION.

         Unless otherwise restricted by the Certificate or these By-laws, the
Board shall have authority to fix the compensation of directors, including fees
and reimbursement of expenses.

3.7      MEETINGS AND CONDUCT THEREOF

         (a) TIME AND PLACE OF MEETINGS. The Board may hold its meetings at such
place or places within or outside the State of Delaware, and at such times, as
may from time to time be determined by the Board (or the Chairman of the Board
in the absence of a determination by the Board).


                                       8

<PAGE>


         (b) ANNUAL MEETINGS. As soon as practicable after each annual meeting
of stockholders, the Board shall meet for the purpose of organization, the
election of officers and the transaction of other business, on the same day and
at the same place where such annual meeting shall be held unless it shall have
transacted all such business by written consent pursuant to Section 3.8 of this
Article III. Notice of such meeting need not be given. In the event such annual
meeting is not so held, the annual meeting of the Board may be held at such
place either within or without the State of Delaware, on such date and at such
time as shall be specified in a notice thereof given as hereinafter provided in
Section 3.7(d) of this Article III or in a waiver of notice thereof signed by
any director who chooses to waive the requirement of notice.

         (c) REGULAR MEETINGS. After the place and time of regular meetings of
the Board shall have been determined and notice thereof shall have been once
given to each member of the Board, regular meetings may be held without further
notice being given.

         (d) SPECIAL MEETINGS. Special meetings of the Board may be called by
the Chairman of the Board and shall be called by the Chairman of the Board or
the Secretary on the written request of three directors. Notice of special
meetings of the Board shall be given to each director at least two days before
the date of the meeting in such manner as is determined by the Board or may be
given on such shorter notice as the person or persons calling such meeting may
deem necessary or appropriate under the circumstances.

         (e) WAIVER OF NOTICE. A written waiver of any notice signed by the
person entitled thereto, whether before or after the time stated therein, shall
be deemed equivalent to notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Except as otherwise provided in these By-laws, neither the
business to be transacted at, nor the purpose of, any meeting of directors need
be specified in any such notice or waiver of notice.

         (f) QUORUM AND MANNER OF ACTING. Unless the Certificate or these
By-laws require a greater number, a majority of the total number of directors
then in office shall be present in person at any meeting of the Board in order
to constitute a quorum for the transaction of business at such meeting, and the
affirmative vote of a majority of those directors present at any such meeting at
which a quorum is present shall be necessary for the passage of any resolution
or act of the Board. When a meeting is adjourned to another time or place
(whether or not a quorum is present), notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the Board may transact any
business which might have been transacted at the original meeting. If a quorum
shall not be present at any meeting of the Board the directors present thereat
may adjourn the meeting, from time to time, without other than announcement at
the meeting, until a quorum shall be present.

         (g) ORGANIZATION. At each meeting of the Board, one of the following
shall act as chairman of the meeting and preside thereat, in the following order
of precedence:


              (i)   the Chairman of the Board, if any;


                                       9

<PAGE>


              (ii)  the President (if a director); or

              (iii) any director designated by a majority of the directors
present.

The Secretary or, in the case of his absence, an Assistant Secretary, if an
Assistant Secretary has been appointed and is present, or any person whom the
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.

3.8      DIRECTORS' CONSENT IN LIEU OF MEETING.

         Unless otherwise restricted by the Certificate or these By-laws, any
action required or permitted to be taken at any meeting of the Board or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

3.9      ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS
EQUIPMENT.

         Unless otherwise restricted by the Certificate or these By-laws,
members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board or such committee, as the case may be, by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

3.10     COMMITTEES.

         The Board may designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members present at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matter: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
Delaware Law to be submitted to the stockholders for approval or (ii) adopting,
amending or repealing any bylaw of the Corporation. Each committee shall keep
regular minutes of its meetings and report the same to the Board when required.

3.11     PREFERRED DIRECTORS.

         Notwithstanding anything else contained herein, whenever the holders of
one or more classes or series of Preferred Stock shall have the right, voting
separately as a class or series, to elect directors, the election, term of
office, filing of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolutions applicable thereto adopted by


                                       10

<PAGE>


the Board pursuant to the Certificate, and such directors so elected shall not
be subject to the provisions of Sections 3.2, 3.4 and 3.5 of this Article III
unless otherwise provided therein.

3.12     INTERESTED DIRECTORS.

         No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because any such director's or officer's votes are counted for such purpose if
(i) the material facts as to the director's or officer's relationship or
interest and as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.


                                   ARTICLE IV

                                    OFFICERS

4.1      PRINCIPAL OFFICERS.

         The principal officers of the Corporation shall be a Chairman of the
Board, if one is appointed by the Board (and any references to the Chairman of
the Board shall not apply if a Chairman has not been appointed), a Chief
Executive Officer, a President, a Treasurer, and a Secretary who shall have the
duty, among other things, to record the proceedings of the meetings of
stockholders and directors in a book kept for that purpose. The Corporation may
also have such other principal officers, including one or more controllers, as
the Board may in its discretion appoint. One person may hold the offices and
perform the duties of any two or more of said offices, except that no one person
shall hold the offices and perform the duties of Chief Executive Officer or
President and Secretary. The officers of the Corporation need not be
stockholders of the Corporation, nor, except in the case of the Chairman of the
Board, need such officers be directors of the Corporation.


                                       11

<PAGE>


4.2      AUTHORITY AND DUTIES.

         The officers of the Corporation shall have such powers and perform such
incident to each of their respective offices and such other duties as may be
provided in these By-laws or as may from time to time be conferred upon or
assigned to them by the Board

4.3      SUBORDINATE OFFICERS.

         In addition to the principal officers enumerated in Section 4.1 of this
Article IV, the Corporation may have such other subordinate officers, agents and
employees as the Board may deem necessary, including one or more Vice
Presidents, Assistant Secretaries, one or more Assistant Treasurers and one or
more Assistant Controllers, each of whom shall hold office for such period, have
such authority and perform such duties as the Board, the Chairman of the Board
or the President may from time to time determine. The Board may delegate to the
Chief Executive Officer and the President the power to appoint and define the
authority and duties of, or remove, any such officers, agents or employees, as
well as the authority to remove the Treasurer and the Secretary.

4.4      TERM OF OFFICE, RESIGNATION, REMOVAL AND REMUNERATION.

         The principal officers of the Corporation shall be elected annually by
the Board at the annual meeting thereof, or at such other times as the Board
shall deem appropriate. Each such officer shall hold office until such officer's
successor has been elected or appointed and qualified or until his earlier death
or resignation or removal. The remuneration of all officers of the Corporation
shall be fixed from time to time by the Board unless otherwise delegated by the
Board to a particular committee of the Board. Any vacancy in any office shall be
filled in such manner as the Board shall determine. The Board may require any
officer to give security for the faithful performance of his duties.

         Any officer may resign at any time by giving written notice to the
Board, the Chairman of the Board, the President or the Secretary. Such
resignation shall take effect at the time specified therein or, if the time be
not specified, at the time of receipt of notice thereof; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Except as otherwise permitted by Section 4.3 of this Article IV, any
officer may be removed, with or without cause, at any time, by resolution
adopted by the Board.

4.5      THE CHAIRMAN OF THE BOARD.

         The Chairman of the Board shall give counsel and advice to the Board
and the officers of the Corporation on all subjects concerning the welfare of
the Corporation and the conduct of its business and shall perform such other
duties as the Board may from time to time determine. The Chairman of the Board
shall preside at meetings of the Board and of the stockholders at which he is
present.


                                       12

<PAGE>


4.6      THE PRESIDENT AND THE CHIEF EXECUTIVE OFFICER.

         Unless otherwise determined by the Board, the President shall be the
chief executive officer of the Corporation. The President (or in the event the
Board separately appoints a Chief Executive Officer, the person appointed as
such Chief Executive Officer) shall have supervision, direction and control of
the business and affairs of the Corporation subject to the control of the Board
and shall see that all orders and resolutions of the Board are carried into
effect. The President (or in the event the Board separately appoints a Chief
Executive Officer, the person appointed as such Chief Executive Officer) shall
from time to time make such reports of the affairs of the Corporation as the
Board may require and shall perform such other duties as the Board may from time
to time determine.

         If the Board has separately appointed a Chief Executive Officer and a
President, in the absence or disability of the Chief Executive Officer, the
President, unless otherwise determined by the Board, shall have the authority,
and shall perform the duties, of the Chief Executive Officer.

4.7      THE SECRETARY.

         The Secretary shall, to the extent practicable, attend all meetings of
the Board and all meetings of the stockholders and shall record all votes and
the minutes of all proceedings in a book to be kept for that purpose. The
Secretary may give, or cause to be given, notice of all meetings of the
stockholders and of the Board, and all other notices required by law or by these
By-laws. The Secretary shall keep in safe custody the seal of the Corporation
and affix the same to any duly authorized instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of the
Treasurer or, if appointed, an Assistant Secretary or an Assistant Treasurer.
The Secretary shall keep in safe custody the certificate books and stockholder
records and such other books and records as the Board may direct, and shall
perform all other duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board, the Chairman of
the Board or the Chief Executive Officer.

4.8      THE TREASURER.

         The Treasurer shall have the care and custody of the corporate funds
and other valuable effects, including securities, shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board or the Chief Executive Officer, taking proper vouchers for
such disbursements, shall render to the Chairman, the Chief Executive Officer
and directors, at the regular meetings of the Board or whenever they may request
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation and shall perform all other duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board, the Chairman of the Board or the Chief Executive Officer.


                                       13

<PAGE>


                                   ARTICLE V

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1      EXECUTION OF DOCUMENTS.

         The Board shall designate, by either specific or general resolution,
the officers, employees and agents of the Corporation who shall have the power
to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,
drafts and other orders for the payment of money and other documents for and in
the name of the Corporation, and may authorize such officers, employees and
agents to delegate such power (including authority to redelegate) by written
instrument to other officers, employees or agents of the Corporation.

5.2      DEPOSITS.

         All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation or otherwise as the Board or
Treasurer, or any other officer of the Corporation to whom power in this respect
shall have been given by the Board, shall select.

5.3      PROXIES WITH RESPECT TO STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS.

         The Chief Executive Officer, the President or any other officer of the
Corporation designated by the Board shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the Corporation the powers and rights which the Corporation may have
as the holder of stock or other securities in any other corporation, and to vote
or consent with respect to such stock or securities. Such designated officers
may instruct the person or persons so appointed as to the manner of exercising
such powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal or otherwise, such written proxies, powers of attorney or other instruments
as they may deem necessary or proper in order that the Corporation may exercise
its powers and rights.


                                   ARTICLE VI

                               GENERAL PROVISIONS

6.1      FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD; BENEFICIAL
OWNERS.

         (a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board, and which record date shall be not more than 60 nor less than 10
days before the date of such meeting. If no record date is fixed by the Board,
the record date for determining stockholders entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of


                                       14

<PAGE>


stockholders shall apply to any adjournment of the meeting; PROVIDED, HOWEVER,
that the Board may fix a new record date for the adjourned meeting.

         (b) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than 60 days prior to such action. If no
record date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.

         (c) The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

6.2      DIVIDENDS.

         Subject to limitations contained in Delaware Law and the Certificate,
the Board may declare and pay dividends upon the shares of capital stock of the
Corporation, which dividends may be paid either in cash, in property or in
shares of the capital stock of the Corporation.

6.3      FISCAL YEAR.

         The fiscal year of the Corporation shall commence on January 1 and end
on December 31 of each year.

6.4      CORPORATE SEAL.

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

6.5      AMENDMENTS.

         These By-laws or any of them, may be altered, amended or repealed, or
new By-laws may be made, by the stockholders entitled to vote thereon at any
annual or special meeting thereof or by the Board.

6.6      EFFECTIVE DATE.

         These By-laws shall become effective currently with the effectiveness
of the Corporation's Amended and Restated Certificate of Incorporation approved
by the Board and the stockholders of the Corporation in connection with the
Corporation's initial public offering of


                                       15

<PAGE>


shares of its Common Stock and filed with the Secretary of State of the State of
Delaware on _____________, 2000.


                                    * * * * *


                                       16

<PAGE>


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





                               OPUS360 CORPORATION


                           INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE



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

                                 AMENDED BY-LAWS

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







                           AS ADOPTED ON _______, 2000
                      EFFECTIVE AS PROVIDED IN SECTION 6.6


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


<PAGE>

                                                                    Exhibit 10.4

                                             AMENDED AND RESTATED EMPLOYMENT
                                       AGREEMENT dated as of March 6, 2000 (the
                                       "AGREEMENT"), between OPUS360
                                       CORPORATION, a Delaware corporation (the
                                       "COMPANY"), and CARLOS B. CASHMAN (the
                                       "EMPLOYEE").

         The Company and the Employee are parties to the Existing Employment
Agreement (as defined herein), pursuant to which the Employee is presently
employed by the Company. In order to set forth the terms of the Employee's
continued employment with the Company, the Company and the Employee desire to
amend and restate the Existing Employment Agreement in its entirety as and
pursuant to this Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained in this Agreement, the parties hereto agree that the
Existing Employment Agreement shall be amended and restated in its entirety to
read as follows:

1.       EMPLOYMENT.

         The Company shall employ the Employee, and the Employee accepts
employment with the Company, upon the terms and conditions set forth in this
Agreement.

2.       TERM.

         The Employee's employment hereunder shall be for the period (including
any extensions thereof, the "EMPLOYMENT PERIOD") commencing on the date of this
Agreement (the "EFFECTIVE DATE") and terminating on the earlier of (i) the
36-month anniversary of the Effective Date or (ii) the early termination
pursuant to SECTION 5 of the Employee's employment hereunder; PROVIDED, HOWEVER,
the Employment Period shall be extended automatically on each 12-month
anniversary of the Effective Date, beginning with the 36-month anniversary
thereof, in each case for an additional period of 12 months, unless the Company
or the Employee notifies the other party at least 30 days prior to any such
anniversary date of its or his election that the Employment Period not be so
extended. The final date of the actual term of the Employee's employment with
the Company hereunder is referred to as the "TERMINATION DATE."

3.       POSITION, DUTIES AND RESPONSIBILITIES.

         (a) During the Employment Period, the Employee shall serve as the Chief
Technology Officer of the Company or in such other position as shall be
determined by the Board or the Chief Executive Officer or President of the
Company.

         (b) During the Employment Period, the Employee shall devote all of his
business and professional time, attention, energy, loyalty and skill to the
business of the Company and its Subsidiaries as may be reasonably necessary to
carry on the business of the Company and its Subsidiaries and to perform his
duties under this Agreement.

         (c) Notwithstanding anything contained in SECTION 3(b) to the contrary,
during the Employment Period, the Employee shall not be prohibited from (i)
serving as an officer, director,


<PAGE>

trustee or otherwise participating in purely educational, welfare, social,
charitable, religious and civic organizations, or (ii) managing personal and
family investments or serving as an executor or trustee or in a similar
fiduciary capacity, in each case to the extent such activities (A) do not
interfere or conflict in any material respect with the performance of his duties
and responsibilities hereunder and (B) are conducted in accordance with the
limitations of SECTION 10. During the Employment Period, subject to the
limitations of SECTION 10, the Employee may serve on the board of directors or
similar body of any business entity or make passive investments in any business
entities (the exercise by the Employee of his voting rights as a member of the
board of directors or similar governing body of any such entity or the
Employee's acting as an informal advisor to any such entity from time to time
being understood to not, on such basis alone, preclude any such investment from
being deemed passive in nature), but only if, in each such case, such service or
investment does not unreasonably conflict or interfere with the performance of
the Employee's duties and responsibilities hereunder. The Employee has notified
the Board of all directorships or similar positions held by him on the Effective
Date and shall promptly notify the Board of his election or appointment to any
other directorships or similar positions after the Effective Date.

4.       BASE SALARY, FRINGE BENEFITS AND OPTION.

         (a) During the Employment Period, the Employee's base salary shall be
$125,000 per annum or such higher rate as the Board or its designee may specify
from time to time (the "BASE SALARY"). The Employee's Base Salary will be
payable in equal installments in accordance with the general policies of the
Company regarding compensation of senior executives of the Company. During the
Employment Period, in addition to the Base Salary, the Employee shall be
entitled to receive an annual bonus (the "BONUS") as determined by the Board or
its designee (in its sole discretion), taking into account, among other things,
the performance of the Employee and the financial and operational performance of
the Company.

         (b) During the Employment Period, the Employee shall be eligible to
participate in all Company-sponsored employee benefit plans (the "EMPLOYEE
BENEFIT PLANS"), including all employee retirement income and welfare benefit,
pension, disability, group life, sickness or accident or health insurance
policies, plans, programs or arrangements, if any, that are generally available
to other employees of the Company at substantially the same employment level as
the Employee for their participation, subject to the terms and conditions of
such plans, as they may be amended from time to time (collectively, the
"EMPLOYEE BENEFITS").

         (c) During the Employment Period, the Employee shall be entitled to
three weeks of vacation during each 12-month period worked, commencing on the
Effective Date. Such vacation shall be in accordance with the terms generally
applicable to other employees of the Company at substantially the same
employment level as the Employee, as in effect from time to time. The Employee
may take his vacation at such time or times as shall not interfere with the
performance of his duties under this Agreement. The Employee shall be entitled
to paid sick leave and holidays in accordance with the sick leave and holiday
policies as may be generally applicable to senior executives of the Company, as
in effect from time to time.

         (d) The Company shall reimburse the Employee for all reasonable travel,
entertainment and other business expenses incurred by him in the course of
performing his duties



                                       2
<PAGE>

under this Agreement in accordance with the Company's policies and rules in
effect from time to time relating to the reimbursement of such expenses. Any
determination of the reasonableness of such expenses shall take into account the
position and level of responsibility of the Employee within the Company.

         (e) The Employee authorizes the Company to deduct from any amounts
payable to him hereunder such sums as may be required to be deducted or withheld
under the provisions of any federal, state or local law or regulation now in
effect or hereafter put into effect during the term of this Agreement,
including, without limitation, social security and income withholding taxes.

5.       EARLY TERMINATION OF EMPLOYMENT.

         (a) The early termination of the Employee's employment hereunder shall
result upon the first to occur of (i) the termination of such employment by the
Company, at any time, for Cause, without Cause or by reason of the Disability of
the Employee, (ii) the death of the Employee and (iii) the resignation of the
Employee from such employment, at any time, for Good Reason or without Good
Reason.

         (b) For purposes of this Agreement, the term "CAUSE" means (i) the
gross negligence or willful misconduct by the Employee in the performance of his
duties, (ii) the commission by the Employee of any act of fraud, theft or
financial dishonesty with respect to the Company or any of its Subsidiaries or
if Employee is convicted of a felony, (iii) the material breach by the Employee
of this Agreement (including, but not limited to, any breach or threatened
breach by the Employee of the provisions of SECTIONS 7, 8, 9 or 10), or (iv) the
willful disregard, or failure to follow written instructions from, the President
of the Company, the Board or any of their designees, to perform any legal act
relating to the business of the Company or its Subsidiaries which would be
commensurate with the usual and customary duties, responsibilities and authority
of the Chief Technology Officer of the Company or such other position held by
the Employee as may be determined by the Board or the Chief Executive Officer or
President of the Company or otherwise consistent with such position. Before the
Employee's employment with the Company hereunder may be terminated by the
Company for Cause, the Employee shall have 10 days after written notice of such
basis for termination to cure such basis for termination; PROVIDED, HOWEVER, no
such right to cure shall exist if the basis for such termination is incurable or
if otherwise any of the acts referred to in CLAUSE (i) of the definition of
"CAUSE" have been committed by the Employee.

         (c) Any determination as to whether the Employee is subject to a
Disability shall first be made by the Board (excluding the Employee if he should
be a member of the Board at the time of such determination) in its good faith
judgment; PROVIDED, HOWEVER, if any such determination is disputed by the
Employee, the matter shall be referred to a licensed physician practicing within
the Borough of New York in the State of New York or a 50-mile radius thereof and
selected by the Board and the Employee, and the determination of Disability made
by such physician shall be final and binding on both the Employee and the
Company. For purposes of this Agreement, the term "DISABILITY" means any
long-term disability or incapacity which renders, or would be reasonably
expected to render, the Employee unable to substantially



                                       3
<PAGE>

perform his duties and responsibilities hereunder for a cumulative total of 90
days during any 12-month period.

         (d) For purposes of this Agreement, "GOOD REASON" means (i) a reduction
of the Base Salary of the Employee as in effect on the Effective Date by more
than ten percent (10%), where such reduction is not cured within 30 days after
written notice thereof by the Employee to the Company, (ii) the removal by the
Company of the Employee from the position of Chief Technology Officer of the
Company, without any election or appointment of the Employee to a position of
comparable or greater seniority with the Company, where such removal is not
rescinded, or such election or appointment does not occur, within 10 days after
written notice thereof by the Employee to the Company, or (iii) a material
breach by the Company of this Agreement, which breach is incurable or otherwise
not cured within 10 days after written notice thereof by the Employee to the
Company, in each case without the prior written consent or waiver of the
Employee.

6.       EFFECT OF TERMINATION.

         (a) Upon the termination (x) pursuant to SECTION 2 of the Employee's
employment with the Company hereunder based on the election of the Company or
the Employee under SECTION 2 not to extend the Employment Period or (y) pursuant
to SECTION 5 of the Employee's employment with the Company hereunder either by
the Company with Cause or by reason of the Employee's resignation without Good
Reason, neither the Employee nor the Employee's Representatives shall have any
further rights under this Agreement or any claims against the Company arising
under this Agreement, except the right to receive, upon the Termination Date:

                  (i) the unpaid portion of the Base Salary provided for in
         SECTION 4(a), computed on a PRO RATA basis through the Termination
         Date;

                  (ii) reimbursement for any expenses for which the Employee
         shall not have theretofore been reimbursed, as provided in SECTION
         4(d); and

                  (iii) the unpaid portion of any amounts earned by the Employee
         prior to the Termination Date pursuant to any Employee Benefit Plan in
         which the Employee participated during the Employment Period (PROVIDED,
         HOWEVER, that neither the Employee nor the Employee's Representatives
         shall be entitled to receive any benefits under any Employee Benefit
         Plan that have accrued during any period if the terms of such Employee
         Benefit Plan require that the Employee be employed by the Company or
         any Subsidiary thereof as of the end of such period).

         (b) Upon the termination pursuant to SECTION 5 of the Employee's
employment with the Company hereunder either by the Company without Cause or by
reason of the Employee's resignation with Good Reason, neither the Employee nor
the Employee's Representatives shall have any further rights under this
Agreement or any claims against the Company arising under this Agreement, except
the right to receive the amounts described in CLAUSES (i) and (ii) below when
due thereunder and the right to the lapse of any share repurchase restrictions
as described in CLAUSE (iii) below:



                                       4
<PAGE>

                  (i) upon the Termination Date, the payments, if any, referred
         to in SECTION 6(a);

                  (ii) the Base Salary and the Employee Benefits, payable
         periodically at the same intervals as if the Employment Period had not
         ended and the Base Salary and the Employee Benefits otherwise continued
         to be paid, up to (and including) the first one-year anniversary of the
         Termination Date (PROVIDED, HOWEVER, that neither the Employee nor the
         Employee's Representatives shall not be entitled to receive any
         Employee Benefits under any Employee Benefit Plan at any time after the
         Termination Date if the terms of such Employee Benefit Plan require
         that the Employee be employed by the Company or any Subsidiary thereof
         as of such time); and

                  (iii) notwithstanding anything to the contrary contained
         herein or in any other agreement, between the Company and the Employee,
         as amended, supplemented or otherwise modified from time to time and in
         effect on the Effective Date, all shares of Common Stock that are
         subject to vesting and held by the Employee or his transferees on the
         Termination Date shall become vested on such date and all forfeiture,
         repurchase or similar rights in favor of the Company with respect to
         such shares of Common Stock (including such rights of the Company as
         are set forth in the Repurchase Agreement) shall lapse in their
         entirety and cease to have any force or effect whatsoever.

         (c) Upon the termination pursuant to SECTION 5 of the Employee's
employment with the Company hereunder either by the Company by reason of the
Disability of the Employee or by reason of the death of the Employee, neither
the Employee nor the Employee's Representatives shall have any further rights
under this Agreement or any claims against the Company arising under this
Agreement, except the right to receive the amounts described in CLAUSES (i) and
(ii) below when due thereunder and the right to the lapse of any share
repurchase restrictions as described in CLAUSE (iii) below:

                  (i) upon the Termination Date, the payments, if any, referred
         to in SECTION 6(a);

                  (ii) the Base Salary and the Employee Benefits, payable
         periodically at the same intervals as if the Employment Period had not
         ended and the Base Salary and the Employee Benefits otherwise continued
         to be paid, up to (and including) the 3-month anniversary of the
         Termination Date (PROVIDED, HOWEVER, that neither the Employee nor the
         Employee's Representatives shall not be entitled to receive any
         Employee Benefits under any Employee Benefit Plan at any time after the
         Termination Date if the terms of such Employee Benefit Plan require
         that the Employee be employed by the Company or any Subsidiary thereof
         as of such time); and

                  (iii) notwithstanding anything to the contrary contained
         herein or in any other agreement, between the Company and the Employee,
         as amended, supplemented or otherwise modified from time to time and in
         effect on the Effective Date, all shares of Common Stock that are
         subject to vesting and held by the Employee or his transferees on the
         Termination Date shall become vested on such date and all forfeiture,
         repurchase or similar rights in favor of the Company with respect to
         such shares of Common Stock



                                       5
<PAGE>

         (including such rights of the Company as are set forth in the
         Repurchase Agreement) shall lapse in their entirety and cease to have
         any force or effect whatsoever.

         (d) Except to the extent requested by the Board, upon the Termination
Date, the Employee shall immediately resign all positions and directorships with
the Company and each Subsidiary thereof.

7.       NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

         The Employee shall not, whether during or at any time after the
Employment Period, disclose or use (except to the extent required by an order of
a court having competent jurisdiction or otherwise under subpoena from the
appropriate government agency) any secret or confidential information concerning
the business, clients or affairs of the Company or any of its Subsidiaries, or
of any Person which the Company or any of its Subsidiaries is under an
obligation to keep secret or confidential (in each case, including, but not
limited to, trade secrets, customer lists, employment records, marketing plans
and related information, sales plans and related information, pricing schedules,
operating policies and manuals, business plans, financial records or management
methods, know-how or techniques) (the "CONFIDENTIAL INFORMATION"), except to the
extent such disclosure or use is directly related to and required by the
Employee's performance in good faith of his duties as an employee of the Company
during the Employment Period pursuant to the terms and conditions of this
Agreement. The Employee shall take all appropriate steps to safeguard the
Confidential information and protect the Confidential Information against
disclosure, misuse, loss and theft.

8.       OWNERSHIP OF WORK PRODUCT AND BUSINESS OPPORTUNITIES.

         The Employee acknowledges and agrees that, during the Employment
Period, (i) he may conceive of, discover, invent or create inventions,
improvements, technical information, methods and suggestions relating to the
actual or reasonably anticipated business or existing or future products or
services of the Company or any of its Subsidiaries (collectively, the
"INVENTIONS"), and (ii) various business opportunities relating to the actual or
reasonably anticipated business of the Company or any of its Subsidiaries may be
presented to him by reason of his employment by the Company (collectively, the
"BUSINESS OPPORTUNITIES"). The Employee acknowledges that all such Inventions,
together with all patent, trademark, service mark and copyright applications,
patents, trademarks, service marks and copyrights and reissues thereof that may
at any time be granted for or upon any of such Inventions, (collectively, the
"WORK PRODUCT") and all such Business Opportunities shall be owned by and belong
exclusively to the Company, and he shall have no personal interest therein,
regardless of whether conceived, discovered, invented, created or presented
during usual business hours. The Employee shall (i) promptly disclose to the
Board any such Work Product and Business Opportunities, (ii) assign to the
Company, upon the request of the Company and without additional compensation
(whether during or after the Employment Period), the entire rights to such Work
Product and Business Opportunities, and (iii) perform all actions reasonably
requested by the Company (whether during or after the Employment Period) to
establish, confirm and protect such ownership in the Company (including, but not
limited to, the signing of assignments, consents, powers of attorney,
applications and other instruments and the giving of testimony in support of his
conception, discovery, invention or creation thereof). The Employee agrees he
will not assert any rights to



                                       6
<PAGE>

any Work Product or Business Opportunity as having been conceived, discovered,
invented, created or obtained by him before the Effective Date (whether during
his prior period of employment with the Company or otherwise), except for Work
Product or Business Opportunities, if any, specifically disclosed to and
specifically acknowledged by the Company in writing before his prior period of
employment with the Company first began.

9.       DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT

         The Employee shall deliver to the Company at the termination of the
Employment Period, or upon the request of the Company, at any time, all
memoranda, notes, plans, records, reports, computer tapes and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product, Business Opportunities or the business of the Company
or any of its Subsidiaries, which he may then possess or have under his control,
regardless of the location or form of such material and, if requested by the
Company, shall provide the Company with written confirmation that all such
materials have been delivered to the Company.

10.      NONCOMPETITION; NONSOLICITATION.

         (a) The Employee acknowledges he has received Confidential Information
of the Company and its Subsidiaries (including of their respective predecessors)
from time to time prior to the Effective Date in connection with, among other
things, his employment with the Company prior to the Effective Date and is
familiar with such Confidential Information. The Employee also acknowledges, in
the course of his employment with the Company or any of its Subsidiaries on or
after the Effective Date, he shall continue to receive and become familiar with
the Confidential Information (whether now existing or hereafter existing) of the
Company and its Subsidiaries. The Employee acknowledges that the Confidential
Information referred to in this SECTION 10(a) has been and shall be of special,
unique and extraordinary value to the Company and its Subsidiaries. In
consideration of the compensation and other benefits to be provided to the
Employee hereunder (including, but not limited to, the employment by the
Employee with the Company hereunder, the Base Salary, the Employee Benefits and
the Severance Payments), during the Employment Period and the Non-Compete
Period, the Employee shall not, directly or indirectly, own, manage, control,
participate in, be connected with, consult with, render services for, give or
lend funds to or otherwise finance, be employed by, have a financial or other
interest in, or in any manner engage in or represent any business which is
competing with any business of the Company or any Subsidiary thereof as such
business of the Company or such Subsidiary exists, or is in the process of being
formed or acquired, at any time from the date on which the Employee's employment
with the Company first began (whether on or before the Effective Date) up to
(and including) the Termination Date, within any Restricted Territory.

         (b) During the Employment Period and the Non-Compete Period, the
Employee agrees that he shall not, individually, or as an agent, employee,
partner, principal, consultant, stockholder, director, officer, trustee, advisor
or in any other capacity, directly or indirectly, for himself or for any other
Person, (i) solicit or entice, or attempt to solicit or entice, any employee of,
consultant to, or independent contractor of the Company or any of its
Subsidiaries to terminate his or her employment, engagement or affiliation with
the Company or any of its Subsidiaries, or in any way interfere with the
relationship between the Company or any of its



                                       7
<PAGE>

Subsidiaries, on the one hand, and any employee of, consultant to, or
independent contractor of the Company or any of its Subsidiaries on the other
hand (including making any negative statements or comments about the Company or
any of its Subsidiaries), (ii) employ or retain any such employee, consultant,
independent contractor during his or her employment, engagement or affiliation
with the Company or any of its Subsidiaries or for a period of one year after
such individual's employment, engagement or affiliation with the Company or any
of its Subsidiaries has terminated, or (iii) solicit or entice, or attempt to
solicit or entice, any customer or licensee of the Company or any of its
Subsidiaries (including any Person that has been contacted by, solicited by or
referred to the Company or any of its Subsidiaries for purposes of becoming any
of the foregoing) to cease doing business with, or otherwise reduce or terminate
its, his or her involvement with, the Company or any of its Subsidiaries.

         (c) The Employee understands that the restrictions set forth in this
SECTION 10 may limit his ability to earn a livelihood in a business similar to
the business of the Company or any of its Subsidiaries, but the Employee
nevertheless believes that he has received and shall receive sufficient
consideration and other benefits as provided hereunder and pursuant to other
agreements to which he and the Company are parties, which in any event he does
not believe (given his education, skills and ability) would prevent him from
otherwise earning a living.

11.      INSURANCE.

         The Company shall have the right to secure, in its own name or
otherwise, its own life, disability, accident or other insurance covering the
Employee, and the Employee shall have no right, title or interest in or to such
insurance. The Employee shall cooperate with the Company and provide such
information or other assistance as the Company may reasonably request in
connection with the Company obtaining and maintaining such policies, including,
but not limited to, submitting to reasonable examinations and signing such
applications and other instruments as may be required by the insurance carriers
to which application is made for any such insurance.

12.      CONFLICTS.

         The Employee represents and warrants to the Company that he is not a
party to or bound by any employment contract, consultancy agreement,
non-competition agreement or any other agreement (written or oral) or other
arrangement which contains any restrictions or limitations on the ability of the
Employee to enter into and perform this Agreement or exercise all the powers,
functions, duties and responsibilities contemplated by this Agreement, and the
execution, delivery and performance of this Agreement by the Employee will not
result in a violation of or constitute a default under any contract, agreement
or other arrangement to which the Employee is a party or by which the Employee
is bound.

13.      DEFINITIONS.

         "BOARD" means the Board of Directors of the Company.

         "BUSINESS DAY" means any day, other than a Saturday, Sunday or a day on
which banking institutions in the State of New York are authorized or obligated
by law or executive order to close.



                                       8
<PAGE>

         "EXISTING EMPLOYMENT AGREEMENT" means the Employment Agreement dated as
of February 16, 1999, between the Company and the Employee, as amended,
supplemented or otherwise modified from time to time and as in effect of the
date hereof.

         "GOVERNMENTAL ENTITY" means any government or political subdivision or
department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, or any court or arbitrator or alternative
dispute resolution body, in each case whether federal, state, local or foreign.

         "NON-COMPETE PERIOD" means the period beginning on the Termination Date
and ending on the first anniversary of the Termination Date.

         "PERSON" shall be construed as broadly as possible and shall include an
individual, a corporation, a company, an association, a joint stock company, a
partnership (including a limited liability partnership), a limited liability
company, a joint venture, a trust or an unincorporated organization and a
Governmental Entity.

         "REPRESENTATIVES" means, with respect to the Employee, the Employee's
assigns, personal and legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees, as determined from time to time.

         "REPURCHASE AGREEMENT" means the Share Repurchase Agreement dated as of
the date hereof, among the Company, the Employee and Ari Horowitz, as amended,
supplemented or otherwise modified from time to time.

         "RESTRICTED TERRITORY" means (i) any county in the State of New York or
Florida, (ii) any county in any other state in the continental United States,
(iii) Alaska and Hawaii, (iv) any other territory or possession of the United
States, (v) any province in Canada, and (vi) any country other than the United
States, Canada or any state, province, territory, possession or political
subdivision thereof.

         "SUBSIDIARY" means, as to any Person, any other Person of which more
than 50% of the shares of the voting stock or other voting interests are owned
or controlled, or the ability to select or elect 50% or more of the directors or
similar managers is held, directly or indirectly, by such first Person or one or
more of its Subsidiaries.

14.      POST-TERMINATION ASSISTANCE.

         The Employee agrees that after his employment with the Company has
terminated he will provide, upon reasonable notice, such information and
assistance to the Company as may reasonably be requested by the Company in
connection with any third-party litigation to which the Company or any of its
Subsidiaries is or may become a party, provided that the timing and extent of
such requested assistance does not unreasonably interfere with the business time
requirements of any third-party services the Employee is then obligated to
perform (whether as an employee, consultant or otherwise).

15.      INDEMNIFICATION.



                                       9
<PAGE>

         The Company shall indemnify, defend and hold harmless the Employee (in
his status as an officer, director and employee of the Company) in respect of
acts or omissions occurring on or after the Effective Date to the fullest extent
permitted or provided under the Company's Certificate of Incorporation and
Bylaws as in effect on the Effective Date.

16.      NOTICES.

         All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and
shall be deemed to have been given or made when (i) delivered personally to the
recipient, (ii) transmitted by facsimile or electronic mail (with hard copy sent
to the recipient by reputable overnight courier service (charges prepaid) that
same day and, in the latter case, with receipt acknowledged by the recipient by
return electronic mail) if faxed or e-mailed before 5:00 p.m. (New York, New
York time) on a Business Day, and otherwise on the next Business Day, (iii) two
Business Days after being sent to the recipient by reputable overnight courier
service (charges prepaid), or (iv) five Business Days after being sent to the
recipient by registered or certified mail (postage prepaid and return receipt
requested). Such notices, demands and other communications shall be sent to the
address for such recipient as set forth below (or to such other address or to
the attention of such other person as the recipient party has specified by like
notice):

                 (i)      if to the Company, to

                          Opus360 Corporation
                          733 Third Avenue, 17th Floor
                          New York, New York 10017
                          Attention: Secretary of the Company
                          Telephone: (212) 687-6787
                          Facsimile: (212) 301-2842
                          E-Mail:

                          with a copy (which shall not constitute notice) to:

                          Opus360 Corporation
                          733 Third Avenue, 17th Floor
                          New York, New York 10017
                          Attention: General Counsel
                          Telephone: (212) 687-6787
                          Facsimile: (212) 301-2842

                          E-Mail:

                 (ii)     if to the Employee, to

                          Carlos Cashman
                          101 West 69th Street
                          Apartment 1B
                          New York, New York 10023
                          Telephone: (212) 799-1907


                                       10
<PAGE>

                          Facsimile:
                          E-Mail:

                          with a copy (which shall not constitute notice) to:

                          Stephen M. Kasper, Esq.
                          230 Park Avenue, Suite 2525
                          New York, New York 10169
                          Telephone: (212) 681-8680
                          Facsimile: (212) 661-2153

                          E-Mail:

17.      GENERAL PROVISIONS.

         (a) SEVERABILITY/ENFORCEMENT.

                  (i) It is the desire and intent of the parties hereto that the
         provisions of this Agreement be enforced to the fullest extent
         permissible under the laws and public policies applied in each
         jurisdiction in which enforcement is sought. Accordingly, if any
         particular provision of this Agreement shall be adjudicated by a court
         of competent jurisdiction to be invalid, prohibited or unenforceable
         for any reason, such provision, as to such jurisdiction, shall be
         ineffective, without invalidating the remaining provisions of this
         Agreement or affecting the validity or enforceability of this Agreement
         or affecting the validity or enforceability of such provision in any
         other jurisdiction. Notwithstanding the foregoing, if such provision
         could be more narrowly drawn so as not to be invalid, prohibited or
         unenforceable in such jurisdiction, it shall, as to such jurisdiction,
         be so narrowly drawn, without invalidating the remaining provisions of
         this Agreement or affecting the validity or enforceability of such
         provision in any other jurisdiction. Without limiting the generality of
         the preceding sentence, if at the time of enforcement of SECTIONS 7, 8,
         9 or 10 of this Agreement, a court holds that the restrictions stated
         therein are unreasonable under circumstances then existing, the parties
         hereto agree that the maximum period, scope or geographical area
         reasonable under such circumstances shall be substituted for the
         stated period, scope or area.

                  (ii) The Company and the Employee shall each have and retain
         all other rights and remedies existing in their favor at law or equity,
         including, without limitation, any actions for specific performance
         and/or injunctive or other equitable relief to enforce or prevent any
         violations of the provisions of this Agreement. Because the Employee's
         services are unique and because the Employee has access to Confidential
         Information and Work Product, the parties hereto agree that money
         damages would be an inadequate remedy for any breach of this Agreement.
         Therefore, in the event of a breach or threatened breach by the
         Employee of SECTIONS 7, 8, 9 or 10, the Company or its successors or
         assigns may, in addition to any other rights and remedies existing in
         their favor, apply to any court of competent jurisdiction for specific
         performance and/or injunctive or other relief in order to enforce, or
         prevent any violations of, such provisions (without posting a bond or
         other security) or require the Employee to account for and pay



                                       11
<PAGE>

         over to the Company all compensation, profits, moneys, accruals and
         increments derived or received by him as a result of any transactions
         constituting a breach of such provisions.

                  (iii) In addition to the foregoing, and not in any way in
         limitation thereof, or in limitation of any right or remedy otherwise
         available to the Company, if the Company shall determine that the
         Employee is in violation of any provision of SECTIONS 7, 8, 9 or 10 of
         this Agreement (such determination being made before any judgment or
         decision with respect to such question shall be made by a court of
         competent jurisdiction), the Company may withhold any severance
         payments then or thereafter due from the Company to the Employee, until
         there shall be a final judgment or decision by a court of competent
         jurisdiction that no such violation shall have occurred, in which case
         (A) the Company shall pay to the Employee, within five (5) Business
         Days after such judgment or decision, such amounts of severance under
         this Agreement previously withheld from payment by the Company,
         together with interest on such amounts withheld at a floating rate per
         annum equal to the prime rate announced from time to time by the Wall
         Street Journal as the prevailing "PRIME RATE" at U.S. money center
         banks, and (B) the Company shall reimburse the Employee for his
         reasonable attorneys fees and expenses incurred in connection with the
         issuance of such judgment or decision within five (5) Business Days of
         the receipt by the Company of reasonable supporting documentation
         therefor. If the Employee is determined by a judgment or decision of a
         court of competent jurisdiction to have violated any provision of
         SECTIONS 7, 8, 9 or 10 of this Agreement, the Company's obligation to
         pay and the Employee's right to receive any severance payments under
         this Agreement on or after the date on which such violation shall have
         first occurred (whether already paid or otherwise) shall terminate and
         be of no further force or effect, and, within five (5) Business Days of
         any such judgment or decision, the Employee shall return to the Company
         any such severance payments already made by the Company.

                  (iv) The Employee's obligations under SECTIONS 7, 8, 9 or 10
         shall not be limited or affected by, and such provisions shall remain
         in full force and effect notwithstanding, the termination of any
         severance payments by the Company in accordance with SECTION
         17(a)(iii). The exercise of by the Company of its right to terminate
         such payments pursuant to SECTION 17(a)(iii) shall not be deemed to be
         an election of remedies by the Company and shall not in any manner
         modify, limit or preclude the Company from exercising any other rights
         or seeking any other remedies available to it at law or in equity.

         (b) COMPLETE AGREEMENT. This Agreement amends and restates the Existing
Employment Agreement in its entirety, and this Agreement, together the
Repurchase Agreement, constitutes the sole and entire agreement between the
parties hereto with respect to the subject matter hereof and thereof and
supersedes all prior or contemporaneous arrangements or understandings with
respect hereto or thereto, including the Existing Employment Agreement, and the
parties hereto hereby forever release, waive and disclaim any and all rights
under the Existing Employment Agreement.

         (c) RIGHT OF SET OFF. The Company is authorized, on or after the
termination of the Employment Period by the Company for Cause, to the fullest
extent permitted by law, to set off and apply any and all amounts at any time
payable by the Company to the Employee under



                                       12
<PAGE>

this Agreement, against any and all of the obligations of the Employee to the
Company now or hereafter existing under this Agreement or any other agreement or
contract between the Employee on the one hand and the Company or any of its
Subsidiaries on the other hand.

         (d) SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the Company, the Employee and each of their respective
successors, assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable;
PROVIDED, HOWEVER, that neither this Agreement nor any rights or obligations
hereunder will be assignable or otherwise subject to hypothecation by the
Employee (except by will or by operation of the laws of intestate succession).

         (e) GOVERNING LAW; CHOICE OF JURISDICTION AND VENUE. THE PROVISIONS OF
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND FULLY PERFORMED
WITHIN THE STATE OF NEW YORK BY RESIDENTS OF THE STATE OF NEW YORK. WITH RESPECT
TO ANY LAWSUIT OR PROCEEDING BROUGHT WITH RESPECT TO THIS AGREEMENT, EACH OF THE
PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK OR FEDERAL COURT OF THE UNITED STATES OF AMERICA
SITTING IN NEW YORK, (II) WAIVES ANY OBJECTION IT MAY HAVE AT ANY TIME TO THE
LAYING OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, (III) WAIVES ANY
CLAIM THAT SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, AND (IV)
FURTHER WAIVES THE RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH
COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY.

         (f) WAIVER OF JURY TRIAL. Each of the parties hereto hereby irrevocably
waives all right to trial by jury in any action, proceeding or counterclaim
arising out of or relating to this Agreement.

         (g) AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company (upon the
written approval of the Board (excluding the Employee if he should be a member
of the Board at the time of such determination)) and the Employee, and no course
of conduct or failure or delay in enforcing the provisions of this Agreement
shall affect the validity, binding effect or enforceability of this Agreement or
any provision hereof.

         (h) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (i) COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.



                                       13
<PAGE>

         (j) BUSINESS DAYS. If any time period for giving notice or taking
action hereunder expires on a day which is not a Business Day, the time period
for giving notice or taking action shall be automatically extended to the
immediately following Business Day.

         (k) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements contained herein shall survive in
perpetuity the consummation of the transactions contemplated hereby.

         (l) NOUNS AND PRONOUNS. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and
vice-versa.

         (m) CONSTRUCTION. Where specific language (such as the word
"INCLUDING") is used to clarify by example a general statement contained herein,
such specific language shall not be deemed to modify, limit or restrict in any
manner the construction of the general statement to which it relates. The
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party hereto. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

                                     * * * *


                                       14
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Employment Agreement as of the date first written above.

                                       OPUS360 CORPORATION

                                       By:   /S/   ARI B. HOROWITZ
                                            ----------------------------------
                                       Name:    Ari B. Horowitz
                                       Title:   Chief Executive Officer

                                       /S/ CARLOS B. CASHMAN
                                       ---------------------------------------
                                       CARLOS B. CASHMAN


<PAGE>


                                                                   Exhibit 10.24


                               OPUS360 CORPORATION

                             2000 STOCK OPTION PLAN

            (As Adopted By the Board of Directors on March 16, 2000)

1.       PURPOSE OF THIS PLAN.

         The purpose of this OPUS360 CORPORATION 2000 STOCK OPTION PLAN (this
"PLAN") is (i) to further the growth and success of OPUS360 CORPORATION, a
Delaware corporation (the "COMPANY"), by enabling directors, officers and
employees of, advisors to, and independent consultants or independent
contractors to, the Company or its Subsidiaries to acquire shares of the Common
Stock, par value $.001 per share, of the Company (the "COMMON STOCK"), thereby
increasing their personal interest in such growth and success, and (ii) to
provide a means of rewarding outstanding performance by such persons to the
Company and its Subsidiaries. Options granted under this Plan may be either
"INCENTIVE STOCK OPTIONS" ("ISOS"), intended to qualify as such under the
provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the
"CODE"), or non-qualified stock options ("NSOS"). Unless the context otherwise
requires, any ISO or NSO shall hereinafter be referred to as an "OPTION." For
purposes of this Plan, the term "SUBSIDIARY" means "SUBSIDIARY CORPORATION" as
defined in Section 424(f) of the Code.

2.       ADMINISTRATION OF THIS PLAN.

         (a) COMPENSATION COMMITTEE. This Plan shall be administered by the
Board of Directors of the Company (the "BOARD") or the Compensation Committee of
the Board (the "COMMITTEE") consisting of such number of persons appointed to
such Committee from time to time by the Board; PROVIDED, HOWEVER, that following
the date on which Common Stock is registered under the Securities and Exchange
Act of 1934, as amended (the "1934 ACT"), in order to permit officers and
directors of the Company to be exempt from the provisions of Section 16(b) of
the 1934 Act with respect to transactions pursuant to this Plan, each person
appointed to the Committee, at the effective date of his or her appointment to
the Committee, shall, to the extent such a person exists, be a "NON-EMPLOYEE
DIRECTOR" within the meaning of Rule 16b-3 ("RULE 16B-3") promulgated by the
Securities and Exchange Commission (the "SEC") under the 1934 Act. The members
of the Committee may be removed at any time either with or without cause by the
Board. Any vacancy on the Committee, whether due to action of the Board or any
other cause, shall be filled by the Board. The term "COMMITTEE" shall, for all
purposes of this Plan, other than this SECTION 2, be deemed to refer to the
Board if the Board is administering this Plan.

         (b) PROCEDURES. If this Plan is administered by the Committee, the
Committee shall from time to time select a Chairman from among the members of
the Committee. The Committee shall adopt such rules and regulations as it shall
deem appropriate concerning the holding of meetings and the administration of
this Plan. A majority of the entire Committee shall constitute a quorum and the
actions of a majority of the members of the Committee present at a meeting at
which a quorum is present, or actions approved in writing by all of the members


                                       1

<PAGE>


of the Committee (but only to the extent permitted by applicable law and the
applicable rules and regulations of the principal national securities exchange
or national market system (if any) on which the Common Stock is a class of
securities then listed or admitted for trading), shall be the actions of the
Committee; PROVIDED, HOWEVER, that if the Committee consists of only two
members, both shall be required to constitute a quorum and to act at a meeting
or to approve actions in writing.

         (c) INTERPRETATION. Except as otherwise expressly provided in this
Plan, the Committee shall have all powers with respect to the administration of
this Plan, including, without limitation, full power and authority to (i)
interpret the provisions of this Plan, any Option Agreement (as defined in
SECTION 5(b)) and any other agreement or document executed pursuant to this
Plan, (ii) resolve all questions arising under this Plan, any Option Agreement
and any other such agreement or plan, (iii) correct any defect, supply any
omission or reconcile any inconsistency in or among the Plan, any Option or any
Option Agreement, (iv) grant waivers of Plan or Option conditions and (v) make
all other determinations necessary or advisable for the administration of this
Plan. All decisions of the Board or the Committee, as the case may be, shall be
conclusive and binding on all participants in this Plan.

3.       SHARES OF STOCK SUBJECT TO THE PLAN.

         (a) NUMBER OF AVAILABLE SHARES. Subject to the provisions of SECTION 9
(relating to adjustments upon changes in capital structure and other corporate
transactions) and the further provisions of this SECTION 3(a), the number of
shares of Common Stock available at any one time for issuance upon the exercise
of Options granted under this Plan shall not exceed 5,000,000 shares of Common
Stock (before making any adjustment under this Plan or otherwise for any stock
split, stock dividend or similar recapitalization event occurring on or after
the Effective Date (as defined in SECTION 11)). In addition, (i) any shares of
Common Stock available for issuance under the Company's 1998 Stock Option Plan
(the "1998 PLAN") which are not subject to issuance upon the exercise of
outstanding options or stock purchase rights granted under the 1998 Plan on or
prior to the Effective Date (the "1998 PLAN AWARDS"), shall no longer be
available for issuance under the 1998 Plan, but shall be available for issuance
under this Plan, (ii) any shares of Common Stock constituting the unexercised
portion of any 1998 Plan Awards which terminate, expire or are canceled on or
after the Effective Date without having been fully exercised, shall no longer be
available for issuance under the 1998 Plan, but shall be available for issuance
under this Plan, and (iii) any shares of Common Stock issued under 1998 Plan
Awards and forfeited to or repurchased by the Company on or after the Effective
Date shall no longer be available for issuance under the 1998 Plan, but shall be
available for issuance under this Plan (but, in the case of any such repurchased
share, only if such share is repurchased for consideration not greater than the
purchase price for such share specified in the applicable 1998 Plan Award). In
addition, on each January 1, the number of shares of Common Stock which may be
available for issuance upon the exercise of Options granted under this Plan
shall be increased automatically by that number of shares of Common Stock equal
to five percent (5%) of the total number of outstanding shares of Common Stock
determined as of the immediately preceding December 31; PROVIDED, HOWEVER, that
in no event shall more than 20,000,000 shares (before making any adjustment
under this Plan or otherwise for any stock split, stock dividend or similar
recapitalization event occurring on or after the Effective Date (as defined in
SECTION 11)) of Common Stock be issued in the aggregate upon the exercise of
ISOs granted under this Plan. If,


                                       2

<PAGE>


and to the extent that, (i) Options granted under this Plan terminate, expire or
are canceled without having been fully exercised, new Options may be granted
under this Plan for the shares of Common Stock constituting the unexercised
portion of such terminated, expired or canceled Options, and (ii) any shares of
Common Stock issued upon the exercise of Options granted under this Plan are
forfeited to or repurchased by the Company, new Options may be granted under
this Plan for up to an equivalent number of shares of Common Stock (but, in the
case of any such repurchased share, only if such share is repurchased for
consideration not greater than the purchase price for such share specified in
the applicable Option).

         (b) LIMITATIONS ON THE PEOPLEMOVER, INC. 1999 STOCK INCENTIVE PLAN. Any
shares of the common stock of the Company, PeopleMover, Inc. or any other entity
available for issuance on the Effective Date under the PeopleMover, Inc. 1999
Stock Incentive Plan (the "PM PLAN") which are not subject to issuance upon the
exercise of outstanding options or stock purchase rights granted under the PM
Plan prior to the Effective Date (the "PM AWARDS") shall no longer be reserved
or available for issuance under the PM Plan, any shares of such common stock
constituting the unexercised portion of any PM Awards which terminate, expire or
are canceled on or after the Effective Date without having been fully exercised
shall no longer be reserved or available for issuance under the PM Plan, and any
shares of such common stock issued under the PM Awards and forfeited to or
repurchased by the Company on or after the Effective Date shall no longer be
reserved or available for issuance under the PM Plan.

         (c) CHARACTER OF SHARES. The shares of Common Stock issuable upon the
exercise of an Option granted under this Plan shall be (i) authorized but
unissued shares of Common Stock, (ii) shares of Common Stock held in the
Company's treasury or (iii) a combination of the foregoing.

         (d) RESERVATION OF SHARES. The number of shares of Common Stock
reserved for issuance under this Plan shall at no time be less than the maximum
number of shares of Common Stock which may be purchased at any time pursuant to
outstanding Options.

4.       ELIGIBILITY.

         (a) GENERAL. Options may be granted under this Plan only to persons who
are directors, officers or employees of, advisors to, or independent consultants
or independent contractors to, the Company or its Subsidiaries. Options granted
to employees (including officers or directors who are employees) of the Company
or any of its Subsidiaries shall be, in the discretion of the Committee, either
ISOs or NSOs, and Options granted to directors or officers of, advisors to, or
independent consultants or independent contractors to, the Company or any of its
Subsidiaries who are not employees of the Company or any of its Subsidiaries
shall be NSOs. Persons who are not employees of the Company or any of its
Subsidiaries shall be ineligible for grants of ISOs.

         (b) EXCEPTIONS. Anything contained in SECTION 4(a) to the contrary
notwithstanding, no ISO may be granted under this Plan to any employee who owns,
directly or indirectly (within the meaning of Sections 422(b)(6) and 424(d) of
the Code), stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any of its Subsidiaries, unless (i) the
Option Price (as defined in SECTION 6(a)) of the shares of


                                       3

<PAGE>


Common Stock subject to such ISO is fixed at not less than 110% of the Fair
Market Value (as determined in accordance with SECTION 6(b)) on the date of
grant of such ISO and (ii) such ISO by its terms is not exercisable after the
expiration of five years from the date it is granted.

5.       GRANT OF OPTIONS.

         (a) GENERAL. Options may be granted under this Plan at any time and
from time to time on or prior to the tenth anniversary of the Effective Date.
Subject to the provisions of this Plan, the Committee shall have plenary
authority and discretion, to determine:

             (i)   the persons (from among the classes of persons eligible to
         receive Options under this Plan) to whom Options shall be granted (the
         "OPTIONEES");

             (ii)  the form and terms of Options;

             (iii) whether Options will be granted singly, in combination with,
         in tandem with, in replacement of, or as alternatives to, other Options
         under this Plan or any other incentive or compensation plan of the
         Company or any Subsidiary of the Company;

             (iv)  the time or times at which Options shall be granted;

             (v)   the number of shares of Common Stock subject to each Option;

             (vi)  the Option Price of the shares of Common Stock subject to
         each Option; and

             (vii) the time or times after grant when each Option and the
         shares of Common Stock covered thereby shall become vested and/or
         exercisable and the duration of the exercise and/or vesting periods.

         (b) OPTION AGREEMENTS. Each Option granted under this Plan shall be
designated by the Committee as an ISO or an NSO and shall be subject to the
terms and conditions applicable to ISOs and/or NSOs (as the case may be) set
forth in this Plan. In addition, each Option shall be evidenced by a written
agreement (each, an "OPTION AGREEMENT"), containing such terms and conditions
and in such form, not inconsistent with this Plan, as the Committee shall, in
its discretion, provide. Each Option Agreement shall be executed by the Company
and the Optionee.

         (c) NO EVIDENCE OF EMPLOYMENT OR SERVICE. Nothing contained in this
Plan or in any Option Agreement shall confer upon any Optionee any right with
respect to the continuation of his or her employment by, or services to, the
Company or interfere in any way with the right of the Company (subject to the
terms of any separate agreement to the contrary) at any time to terminate such
employment or service or to increase or decrease the compensation of the
Optionee from the rate in existence at the time of the grant of an Option to
such Optionee.

         (d) DATE OF GRANT. The date of grant of an Option under this Plan shall
be the date specified by the Committee for the grant of such option; PROVIDED,
HOWEVER, that in the case


                                       4

<PAGE>


of an ISO, the date of grant shall in no event be earlier than the date as of
which the Optionee becomes an employee of the Company.

         (e) EXCHANGE AND BUYOUT OF OPTIONS. The Committee may, at any time or
from time to time, authorize the grant of new Options under this Plan in
exchange for the surrender and cancellation of any or all Outstanding Options.
The Committee may at any time buy from an Optionee an Option previously granted
with payment in cash, Securities of the Company or other consideration, based on
such terms and conditions as the Company (acting through the Committee) and the
Optionee may agree.

6.       OPTION PRICE.

         (a) GENERAL. Subject to SECTION 9, the price (the "OPTION PRICE") at
which each share of Common Stock subject to an Option granted under this Plan
may be purchased shall be determined by the Committee at the time the Option is
granted; PROVIDED, HOWEVER, that in the case of an ISO, such Option Price shall
in no event be less than 100% (or 110%, if the provisions of SECTION 4(B) are
applicable) of the Fair Market Value (as determined in accordance with SECTION
6(B)) on the date of grant of such share of Common Stock.

         (b) DETERMINATION OF FAIR MARKET VALUE. Subject to the requirements of
Section 422 of the Code, for purposes of this Plan, the "FAIR MARKET VALUE" of a
share of Common Stock, as of any date, shall be determined as follows:

             (i)  if the Common Stock is a class of securities then listed or
         admitted to trading on any national securities exchange or traded on
         any national market system (including, but not limited to, The Nasdaq
         National Market), the closing sale price of the Common Stock on such
         date or, if no such sale takes place on such date, the average of the
         closing bid and ask prices for Common Stock on such date, in each case
         as officially reported on the principal national securities exchange or
         national market system on which such securities are then listed,
         admitted to trading or traded;

             (ii)  if the Common Stock is not a class of securities then listed
         or admitted to trading on any national securities exchange or traded on
         any national market system, or else if no closing sale price or closing
         bid and ask prices thereof are then so reported by any such exchange or
         system, the average of the reported closing bid and ask prices for the
         Common Stock in the over-the-counter market on such date as shown by
         the NASD automated quotation system, or if the Common Stock is not a
         class of securities then quoted on such system, as published by the
         National Quotation Bureau, Incorporated or any similar successor
         organization, and in either case as reported by any member firm of the
         New York Stock Exchange selected by the Company; and

             (iii) if the Common Stock is not of a class of securities then
         listed or admitted to trading on any national securities exchange or
         traded on any national market system, or else if no closing sale price
         or closing bid and ask prices for the Common Stock are then so reported
         by such exchange or system, or else if no closing bid and ask prices
         for the Common Stock are then so quoted or published in the
         over-the-counter


                                       5

<PAGE>


         market, the fair value of such share of Common Stock on such date,
         which shall be determined in good faith by the Board.

              Notwithstanding anything contained in this Plan to the contrary,
(i) in the case of a determination of the Fair Market Value of a share of Common
Stock as of a date which is the first day on which price quotations for the
Common Stock are reported on the national securities exchange or national market
system on which the Common Stock shall first be listed, admitted to trading or
traded, the Fair Market Value of a share of Common Stock on such date shall be
the price per share at which shares of Common Stock are initially offered for
sale to the public by the Company's underwriters in the Company's initial public
offering of Common Stock (the "IPO") pursuant to a registration statement on
Form S-1 filed with the SEC under the Securities Act of 1933, as amended (the
"1933 ACT"), and (ii) all determinations pursuant to SECTION 6(b)(III) shall be
made without regard to any restriction other than a restriction which, by its
terms, will never lapse.

         (c) REPRICING OF NSOS. Subsequent to the date of grant of any NSO, the
Committee may, in its sole discretion, subject to the consent of the Optionee to
whom such NSO was granted, establish a new Option Price for such NSO so as to
increase or decrease the Option Price of such NSO.

7.       EXERCISABILITY OF OPTIONS.

         (a) COMMITTEE DETERMINATION.

             (i)   Each Option and the shares of Common Stock covered thereby
         granted under this Plan shall be vested and/or exercisable at such time
         or times, or upon the occurrence of such event or events, and for such
         number of shares of Common Stock subject to such Option or in such
         portions or amounts thereof, as shall be determined by the Committee
         and set forth in the Option Agreement evidencing such Option; PROVIDED,
         HOWEVER, if the Company files a registration statement on Form S-1 with
         the SEC under the 1933 Act for the IPO, no Option granted under this
         Plan shall be exercisable as to any of the shares of Common Stock
         covered thereby during the 180-day period immediately following the
         effective date of such registration statement (the "LOCK-UP PERIOD");
         and, PROVIDED, FURTHER, HOWEVER, that if an Option by its terms is to
         expire during the Lock-up Period, the Committee may extend the
         expiration date of such Option for a period equal in duration to that
         of the period from the commencement date of the Lock-up Period up to
         (and including) the expiration date of such Option.

             (ii)  Subject to the provisions of CLAUSE (I) above, if an Option,
         or the shares of Common Stock covered thereby, are not at the time of
         grant of such Option immediately exercisable and/or fully vested, the
         Committee may (A) in the Option Agreement evidencing such Option,
         provide for the acceleration of the exercise or vesting date(s) of such
         Option, the acceleration of the vesting of all or a portion of the
         shares of Common Stock covered thereby, or the continuation of the
         vesting (whether before, on or after the date of Termination of the
         Optionee to whom such Option is granted) of all or a portion of such
         Option and/or the shares of Common Stock covered thereby, upon the
         occurrence of specified events and/or (B) at any time prior to the


                                       6

<PAGE>


         complete termination of such Option, accelerate the exercise or vesting
         date(s) of such Option, accelerate the vesting of all or a portion of
         the shares of Common Stock covered thereby, or continue the vesting
         (whether before, on or after the date of Termination of the Optionee to
         whom such Option is granted) of all or a portion of such Option and/or
         the shares of Common Stock covered thereby.

             (iii) The Committee may, in its discretion, amend any term or
         condition of an outstanding Option provided (i) such term or condition
         as amended is permitted by this Plan, (ii) any such amendment shall be
         made only with the consent of the Optionee to whom the Option was
         granted, or in the event of the death of the Optionee, the Optionee's
         Representatives (as defined in SECTION 10(d)), if the amendment is
         materially adverse to the Optionee, and (iii) any such amendment of any
         ISO shall be made only after the Committee, after consulting with
         counsel for the Company, determines whether such amendment would
         constitute a "MODIFICATION" (as that term is defined in Section 424(h)
         of the Code) of any Option which is an ISO.

         (b) AUTOMATIC TERMINATION OF OPTION. Except as otherwise determined by
the Committee and set forth in the Option Agreement, the unexercised portion of
any Option granted under this Plan shall automatically terminate and shall
become null and void and be of no further force or effect upon the first to
occur of the following:

             (i)   the ten-year anniversary of the date on which such Option is
         granted or, in the case of any ISO that is granted to a person
         described in SECTION 4(b), the five-year anniversary of the date on
         which such ISO is granted;

             (ii)  the three-month anniversary of the date on which the
         Optionee to whom such Option was granted ceases to be a director,
         officer or employee of, advisor to, or independent consultant or
         independent contractor to, the Company or any Subsidiary thereof (such
         event, a "TERMINATION"), unless such Termination occurs by reason of
         such Optionee's death or Disability (as defined in SUBPARAGRAPH (III)
         below) or is for Cause (as defined below); PROVIDED, HOWEVER, that if
         such Optionee shall die after the date of Termination but before the
         three-month anniversary of such Optionee's date of Termination, the
         unexercised portion of such Option shall automatically terminate and
         become null and void and be of no further force or effect upon the
         12-month anniversary of such date of Termination;

             (iii) the 12-month anniversary of the date of Termination of the
         Optionee to whom such Option was granted, if such Termination occurs by
         reason of such Optionee's (x) death or (y) permanent and total
         disability (within the meaning of Section 22(e)(3) of the Code) (a
         "DISABILITY");

             (iv)  the date of the Termination of the Optionee to whom such
         Option was granted, if such Termination is for Cause (as defined below)
         (a "TERMINATION FOR CAUSE");

             (v)   the expiration of such period of time or the occurrence of
         such event as the Committee in its discretion may provide in the Option
         Agreement;


                                       7

<PAGE>


             (vi)  on the effective date of a Corporate Transaction (as defined
         in SECTION 9(b)) to which SECTION 9(b)(II) (relating to assumptions and
         substitutions of Options) does not apply; PROVIDED, HOWEVER, that an
         Optionee's right to exercise any Option outstanding prior to such
         effective date shall in all events be suspended during the period
         beginning ten days prior to the proposed effective date of such
         Corporate Transaction and ending on either the actual effective date of
         such Corporate Transaction or upon receipt of notice from the Company
         that such Corporate Transaction will not in fact occur; and

             (vii) except to the extent permitted by SECTION 10(d), the date on
         which such Option or any part thereof or right or privilege relating
         thereto is transferred (other than by will or the laws of descent and
         distribution), assigned, pledged, hypothecated, attached or otherwise
         disposed of by the Optionee to whom such Option was granted.

         For purposes of this Plan, the term "CAUSE" means, with respect to any
Optionee, the Termination of such Optionee because of (i) the commission by such
Optionee of any act of fraud, theft or financial dishonesty with respect to the
Company or any of its Subsidiaries, or such Optionee has been convicted of, or
plead guilty to, a felony, (ii) any material breach by such Optionee of any
material provision of this Plan or any one or more agreements or understandings
between the Company or any Subsidiary thereof on the one hand and such Optionee
on the other hand (whether written or oral) regarding the terms of such
Optionee's service as a director, officer or employee of, or advisor,
independent consultant or independent contractor to, the Company or any
Subsidiary thereof, including, without limitation, the willful and continued
failure or refusal of such Optionee to perform the material duties required of
such Optionee as an director, officer or employee of, or as an advisor,
independent consultant or independent contractor to, the Company or any
Subsidiary thereof, other than as a result of such Optionee having a Disability,
or a breach of any applicable invention assignment and confidentiality agreement
or similar agreement between the Company or any Subsidiary thereof on the one
hand and such Optionee on the other hand, (iii) such Optionee's intentional or
willful disregard of the policies of the Company or any Subsidiary thereof so as
to cause loss, damage or injury to the property, reputation or employees of the
Company or any Subsidiary thereof, or (iv) any other misconduct by such Optionee
which is otherwise materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, the Company or a
Subsidiary thereof.

         Anything contained in this Plan to the contrary notwithstanding, unless
otherwise provided in the applicable Option Agreement, a Termination of an
Optionee shall not be deemed to occur solely by reason of the Company's change
of the duties of the Optionee, so long as such Optionee continues to be a
director, officer or employee of, advisor to, or independent consultant or
independent contractor to, the Company or any Subsidiary thereof. For purposes
of SECTION 7(b), an Optionee employed by the Company or any Subsidiary thereof
shall not be deemed to have terminated his or her employment with the Company or
such Subsidiary in the case of sick leave, military leave, or any other leave of
absence approved by the Committee; PROVIDED, that such leave is for a period of
not more than ninety (90) days or reemployment upon the expiration of such leave
is guaranteed by contract or statute.

8.       PROCEDURE FOR EXERCISE.


                                       8

<PAGE>


         (a) PAYMENT. At the time an Option is granted under this Plan, the
Committee shall, in its sole discretion, specify one or more of the following
forms of payment which may be used by an Optionee (but only to the extent
permitted by applicable law) upon exercise of his or her Option:

             (i)   by cash (by wire transfer of immediately available funds to
         a bank account held by the Company designated by the Committee or a
         personal or certified check payable to the Company);

             (ii)  by cancellation of indebtedness of the Company to the
         Optionee;

             (iii) by surrender of shares of Common Stock which either (A) have
         been owned by the Optionee for more than six months and have been paid
         for within the meaning of Rule 144 promulgated by the SEC under the
         1933 Act (and, if such shares of Common Stock were purchased from the
         Company or any Subsidiary thereof by means of a promissory note, such
         note has been fully paid with respect to such shares); or (B) were
         obtained by the Optionee in the public market (but, subject in any
         case, to the applicable limitations of Rule 16b-3);

             (iv)  by tender of a full recourse promissory note having such
         terms as may be approved by the Committee and bearing interest at a
         rate sufficient to avoid imputation of income under Sections 483 and
         1274 of the Code; PROVIDED, HOWEVER, that an Optionee who is not a
         director, officer or employee of the Company or any of its Subsidiaries
         will not be entitled to tender such a promissory note unless the note
         is adequately secured by collateral other than the shares of Common
         Stock being purchased upon the exercise of the Option;

             (v)   by waiver of compensation due or accrued to the Optionee for
         services rendered to the Company or any of its Subsidiaries;

             (vi)  in the case of an Option that is an NSO, if the Common Stock
         is a class of securities then listed or admitted to trading on any
         national securities exchange or traded on any national market system
         (including, but not limited to, The Nasdaq National Market), in
         compliance with any cashless exercise program authorized by the
         Committee for use in connection with this Plan at the time of such
         exercise (but, subject in any case, to the applicable limitations of
         Rule 16b-3); or

             (vii) a combination of the methods set forth in CLAUSES (I)
         through (VI).

         (b) NOTICE. An Optionee (or other person, as provided in SECTION 10(d))
may exercise an Option granted under this Plan in whole or in part, as provided
in the Option Agreement evidencing his or her Option, by delivering a written
notice (the "NOTICE") to the Committee (or such other person or entity
designated by the Committee from time to time).

         (C) CONTENT OF THE NOTICE. The Notice shall:

             (i)   state that the Optionee elects to exercise the Option;


                                       9

<PAGE>


             (ii)  state the number of shares with respect to which the Option
         is being exercised (the "OPTIONED SHARES");

             (iii) state the method of payment for the Optioned Shares (which
         method must be available to the Optionee under the terms of his or her
         Option Agreement);

             (iv)  state the date upon which the Optionee desires to consummate
         the purchase of the Optioned Shares (which date must be prior to the
         termination of such Option, be no later than 30 days from delivery of
         such Notice and be not otherwise prohibited under the terms of his or
         her Option Agreement);

             (v)   include any representations and warranties of the Optionee
         required pursuant to SECTION 10(b);

             (vi)  if the Option is exercised pursuant to SECTION 10(d) by any
         person other than the Optionee, include evidence to the satisfaction of
         the Company (or such other person or entity designated by the Committee
         from time to time) of the right of such person to exercise the Option;
         and

             (vii) include such further provisions consistent with this Plan as
         the Committee (or such other person or entity designated by the
         Committee from time to time) may from time to time require.

         (d) ISSUANCE OF STOCK CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of SECTION 10(d)) for the Optioned
Shares with respect to which such Option is being exercised as soon as
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares. Neither the Optionee nor any person exercising an Option
in accordance with the provisions of SECTION 10(d) shall have any privileges as
a stockholder of the Company with respect to any shares of stock subject to an
Option granted under this Plan until the date of issuance of a stock certificate
pursuant to this SECTION 8(d).

         (e) 83(b) ELECTIONS. Each Optionee shall deliver to the Company a copy
of any election filed by such Optionee with the Internal Revenue Service
relating to any Optioned Shares no later than 30 days following the filing of
such election with the Internal Revenue Service.

9.       ADJUSTMENTS.

         (a) CHANGES IN CAPITAL STRUCTURE. Subject to SECTION 9(b), if the
Common Stock is changed by reason of a stock split, reverse stock split, stock
dividend or recapitalization, or converted into or exchanged for other
securities as a result of a merger, consolidation or reorganization, the
Committee shall make such adjustments in the number and class of shares of stock
with respect to which Options may be granted under this Plan as shall be
equitable and appropriate in order to make such Options, as nearly as may be
practicable, equivalent to such Options immediately prior to such change. A
corresponding adjustment changing the number and class of shares allocated to,
and the Option Price of, each Option or portion thereof outstanding at the time
of such change shall likewise be made. Anything contained in this Plan


                                       10

<PAGE>


to the contrary notwithstanding, in the case of ISOs, no adjustment under this
SECTION 9(a) shall be appropriate if such adjustment (i) would constitute a
modification, extension or renewal of such ISOs within the meaning of Sections
422 and 424 of the Code, and the regulations promulgated by the Treasury
Department thereunder, or (ii) would, under Section 422 of the Code and the
regulations promulgated by the Treasury Department thereunder, be considered as
the adoption of a new plan requiring stockholder approval.

         (b) CORPORATE TRANSACTIONS. The following rules shall apply in
connection with the dissolution or liquidation of the Company, a reorganization,
merger or consolidation in which the Company is not the surviving corporation,
or a sale of all or substantially all of the capital stock or assets of the
Company to another person or entity (a "CORPORATE TRANSACTION"):

             (i)   each holder of an Option outstanding at such time shall be
         given (A) written notice of such Corporate Transaction at least 20 days
         prior to its proposed effective date (as specified in such notice) and
         (B) an opportunity, during the period commencing with delivery of such
         notice and ending 10 days prior to such proposed effective date, to
         exercise the Option to the full extent to which such Option would have
         been exercisable by the Optionee at the expiration of such 20-day
         period; PROVIDED, HOWEVER, that upon the occurrence of a merger or
         consolidation in which the Company is not the surviving corporation and
         the stockholders of the Company receive distributions of cash,
         securities or other property of a third party in complete exchange for
         their equity interests in the Company, or a sale of all of the capital
         stock or all or substantially all of the assets of the Company to
         another person or entity, under circumstances in which provision for
         assumption or substitution of options in accordance with SECTION
         9(b)(II) is not made, the vesting and exercise dates of all Options
         granted under this Plan shall accelerate, such Options shall become
         fully vested and exercisable with respect to all of the shares of
         Common Stock covered thereby and all of such shares shall become fully
         vested, and if and to the extent not so exercised as provided in this
         SECTION 9(b)(I), such Options shall automatically terminate; and

             (ii)  anything contained in this Plan to the contrary
         notwithstanding, SECTION 9(b)(I) shall not be applicable if provision
         shall be made in connection with such Corporate Transaction for the
         assumption of outstanding Options by, or the substitution for such
         Options of new options covering the stock of, the surviving, successor
         or purchasing entity, or a "PARENT CORPORATION" or "SUBSIDIARY
         CORPORATION" thereof (as defined in Sections 424(e) and (f),
         respectively of the Code), with appropriate adjustments as to the
         number, kind and option prices of the stock subject to such options;
         provided, HOWEVER, that in the case of ISOs, the Committee shall, to
         the extent consistent with the best interests of the Company (such best
         interests to be determined in good faith by the Committee in its sole
         discretion), consult with counsel to ensure that any such assumption or
         substitution will not constitute a modification, extension or renewal
         of the ISOs within the meaning of Section 424(h) of the Code and the
         regulations promulgated by the Treasury Department thereunder.

         (c) SPECIAL RULES. The following rules shall apply in connection with
SECTIONS 9(a) AND (b):


                                       11

<PAGE>


             (i)   no fractional shares shall be issued as a result of any such
         adjustment, and any fractional shares resulting from the computations
         pursuant to SECTIONS 9(a) or (b) shall be eliminated without any
         consideration due to any Optionees;

             (ii)  no adjustment shall be made for cash dividends or the
         issuance to stockholders of rights to subscribe for additional shares
         of Common Stock or other securities; and

             (iii) any adjustments referred to in SECTIONS 9(a) or (b) shall be
         made by the Committee in its sole discretion and shall be conclusive
         and binding on all persons holding Options granted under this Plan.

10.      RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

         (a) COMPLIANCE WITH SECURITIES LAWS. No Options shall be granted under
this Plan, and no shares of Common Stock shall be issued and delivered upon the
exercise of Options granted under this Plan, unless and until the Company and/or
the Optionees to whom such Options shall be granted shall have complied with all
applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction. The Company may delay the issuance of shares of Common
Stock upon the exercise of Options granted under this Plan until completion of
any action or the receipt of any consent which the Company deems necessary under
any applicable law (including, without limitation, state securities or "BLUE
SKY" laws).

         (b) REPRESENTATIONS AND WARRANTIES. The Committee in its discretion
may, as a condition to the exercise of any Option granted under this Plan,
require the Optionee to whom such Option shall be granted (i) to represent and
warranty in writing that the shares of Common Stock to be received upon exercise
of such Option are being acquired for investment and not with a view to
distribution and (ii) to make such other representations and warranties as are
deemed appropriate by the Company.

         (c) LEGENDS. Each certificate issued by the Company (or its transfer
agent) that represents shares of Common Stock acquired upon the exercise of
Options that have not been registered under the Securities Act shall, unless
otherwise directed by the Committee, be stamped or otherwise imprinted with a
legend in substantially the following form (in addition to any other legends and
other restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities laws, or
any rules, regulations and other requirements of the SEC or any securities
exchange or automated quotation system on which such the Common Stock may be
listed, admitted for trading or traded, or any applicable agreement):

             "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
             REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THESE
             SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
             DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, OFFERED FOR SALE,
             PLEDGED OR HYPOTHECATED IN THE


                                       12

<PAGE>


             ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
             UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
             THAT SUCH REGISTRATION IS NOT REQUIRED."

         (d) NONASSIGNABILITY OF OPTION RIGHTS. Except as otherwise determined
by the Committee and set forth in the applicable Option Agreement, no Option
granted under this Plan shall be assignable or otherwise transferable by the
Optionee except by will or by the laws of descent and distribution. Except as
otherwise determined by the Committee and set forth in the Option Agreement, an
Option may be exercised during the lifetime of the Optionee only by the
Optionee. If an Optionee dies, his or her Option shall thereafter be
exercisable, except as otherwise determined by the Committee and set forth on
the Option Agreement, during the period specified in SECTION 7(b)(II) or (III),
as applicable, by his or her executors or administrators (collectively, the
"REPRESENTATIVES") to the full extent to which such Option was exercisable by
the Optionee at the time of his or her death.

11.      ADOPTION AND STOCKHOLDER APPROVAL.

         This Plan shall become effective on the date (the "EFFECTIVE DATE") of
its adoption by the Board. This Plan shall be approved by the stockholders of
the Company, consistent with applicable laws, within 12 months before or after
the Effective Date. Upon the Effective Date, the Committee may grant Options
pursuant to this Plan; PROVIDED, HOWEVER, that (i) no Option may be exercised
prior to initial stockholder approval of this Plan, (ii) no Option granted
pursuant to an increase in the number of shares of Common Stock available under
this Plan by the Board's or the Committee's amendment of this Plan may be
exercised prior to the time such increase has been approved by the stockholders
of the Company, consistent with applicable laws; (iii) in the event that initial
stockholder approval of this Plan is not obtained within the time period
provided herein, all Options granted under this Plan shall be canceled; and (iv)
in the event that stockholder approval of any increase in the number of shares
of Common Stock available under this Plan is not obtained within the time period
provided herein, all Options granted under this Plan pursuant to such increase
shall be canceled.

12.      CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS.

         The Committee, at the written request of any Optionee, may in its
discretion take such actions as may be necessary to convert such Optionee's ISOs
(or any portions thereof) that have not been exercised on the date of conversion
into NSOs at any time prior to the expiration of such ISOs, regardless of
whether the Optionee is an employee of the Company at the time of such
conversion. Such actions may include, but not be limited to, extending the
exercise period or reducing the exercise price of the appropriate installments
of such Options. At the time of such conversion, the Committee (with the consent
of the Optionee) may impose such conditions on the exercise of the resulting
NSOs as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in this Plan shall
be deemed to give any Optionee the right to have such Optionee's ISOs converted
into NSOs, and no such conversion shall occur until and unless the Committee
takes appropriate action. The


                                       13

<PAGE>


Committee, with the consent of the Optionee, may also terminate any portion of
any ISO that has not been exercised at the time of such conversion.

13.      EXPIRATION AND TERMINATION OF THE PLAN.

         Except with respect to Options then outstanding, this Plan shall expire
on the first to occur of (i) the tenth anniversary of the date on which this
Plan is adopted by the Board, (ii) the tenth anniversary of the date on which
this Plan is approved by the stockholders of the Company in accordance with
applicable laws and (iii) the date as of which the Board, in its sole
discretion, determines that this Plan shall terminate (the "EXPIRATION DATE").
Any Options outstanding as of the Expiration Date shall remain in effect until
they have been exercised or terminated or have expired by their respective
terms.

14.      AMENDMENT OF THIS PLAN.

         This Plan may be amended by the stockholders of the Company. This Plan
may also be amended by the Board or the Committee, including, without
limitation, to the extent necessary to qualify any or all outstanding Options
granted under this Plan or Options to be granted under this Plan for favorable
federal income tax treatment (including deferral of taxation upon exercise) as
may be afforded incentive stock options under Section 422 of the Code, to the
extent necessary to ensure the qualification of this Plan under Rule 16b-3, at
such time, if any, as the Company has a class of stock registered pursuant to
Section 12 of the 1934 Act, and to the extent necessary to qualify the shares of
Common Stock issuable upon exercise of any outstanding Options granted, or
Options to be granted, under this Plan for listing or admission for trading on
any securities exchange or automated quotation system. Any amendment approved by
the Committee which is of a scope that requires stockholder approval under
applicable law or in order to ensure favorable federal income tax treatment for
any ISOs or requires stockholder approval in order to ensure the compliance of
this Plan with Rule 16b-3 at such time, if any, as the Company has a class of
capital stock registered pursuant to Section 12 of the 1934 Act, shall be
subject to obtaining such stockholder approval. Any modification or amendment of
this Plan shall not, without the consent of an Optionee, adversely affect his or
her rights under an Option previously granted to him or her. With the consent of
the Optionee affected, the Committee may amend such Optionee's outstanding
Option Agreements in a manner which may be materially adverse to such Optionee
but which is not inconsistent with this Plan. In the discretion of the
Committee, outstanding Option Agreements may be amended by the Committee in a
manner which is not materially adverse to the Optionee.

15.      CAPTIONS.

         The use of captions in this Plan is for convenience. The captions are
not intended to provide substantive rights or to affect the construction or
interpretation of the provisions of this Plan.

16.      DISQUALIFYING DISPOSITIONS.

         If Optioned Shares acquired by exercise of an ISO granted under this
Plan are disposed of within two years following the date of grant of the ISO or
one year following the transfer of the Optioned Shares by the Company to the
Optionee upon the exercise of such ISO


                                       14

<PAGE>


(a "DISQUALIFYING Disposition"), the Optionee shall, immediately prior to such
Disqualifying Disposition, notify the Company in writing of the date and terms
of such Disqualifying Disposition and provide such other information regarding
the Disqualifying Disposition as the Company may reasonably require.

17.      WITHHOLDING TAXES.

         In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act withholdings or other amounts are
required by applicable law or governmental regulation to be withheld from the
Optionee's salary, wages or other remuneration in connection with the exercise
of an Option or a Disqualifying Disposition (as defined in SECTION 16), the
Company may withhold from such Optionee's wages, if any, or other remuneration,
or may require the Optionee to advance in cash to the Company the amount of such
withholdings unless a different withholding arrangement, including the use of
shares of the Company's Common Stock, is authorized by the Committee (and
permitted by applicable law); PROVIDED, HOWEVER, that with respect to persons
subject to Section 16 of the 1934 Act, any such withholding arrangement shall be
in compliance with any applicable provisions of Rule 16b-3 promulgated under
Section 16 of the 1934 Act. For purposes of this SECTION 17, the fair market
value of the shares of Common Stock (if any) withheld for purposes of payroll
withholding shall be determined as of the most recent date practicable prior to
the date of exercise and in the manner provided in SECTION 6(b). If the fair
market value of the shares of Common Stock withheld is less than the amount of
the payroll withholdings required, the Optionee may be required to advance the
difference in cash to the Company. The Committee may condition the transfer of
any shares of Common Stock or the removal of any restrictions on any Option on
the satisfaction by the Optionee of the foregoing withholding obligations.

18.      OTHER PROVISIONS.

         Each Option granted under this Plan may contain such other terms and
conditions not inconsistent with this Plan as may be determined by the
Committee, in its sole discretion. Notwithstanding the foregoing, each ISO
granted under this Plan shall include those terms and conditions which are
necessary to qualify the ISO as an "INCENTIVE STOCK OPTION" within the meaning
of Section 422 of the Code and the regulations thereunder and shall not include
any terms or conditions which are inconsistent therewith.

19.      NUMBER AND GENDER.

         With respect to words used in this Plan, the singular form shall
include the plural form, the masculine gender shall include the feminine gender,
and vice-versa, as the context requires.

20.      NONEXCLUSIVITY OF THIS PLAN.

                  Neither the adoption of this Plan by the Board, the submission
of this Plan to the stockholders of the Company for approval, nor any provision
of this Plan shall be construed as creating any limitations on the power of the
Board or the Committee to adopt such additional compensation arrangements as it
may deem desirable, including, without limitation, the granting


                                       15

<PAGE>


of stock options otherwise than under this Plan, and such arrangements may be
either generally available or applicable only in specific cases.

21.      GOVERNING LAW.

         The validity and construction of this Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware without regard to conflict of laws provisions thereunder.


                                    * * * * *


                                       16

<PAGE>

                                                                   Exhibit 10.25

                               OPUS360 CORPORATION

                 2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

            (As Adopted By the Board of Directors on March 16, 2000)

     1. PURPOSE OF THIS PLAN.

                  The purpose of this OPUS360 CORPORATION 2000 NON-EMPLOYEE
DIRECTORS' STOCK OPTION PLAN (this "PLAN") is to further the promote the success
of OPUS360 CORPORATION, a Delaware corporation (the "COMPANY"), by encouraging
the attraction and retention of Non-Employee Directors (as defined in SECTION 4)
of the Company. This Plan seeks to achieve this purpose by providing for
automatic, non-discretionary grants of options (collectively, the "OPTIONS") to
Non-Employee Directors upon the terms and conditions set forth herein. All
Options granted under this Plan shall be non-qualified stock options (each, a
"NSO") NOT intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended (the "CODE").

     2. ADMINISTRATION OF THIS PLAN.

          (a) BOARD OF DIRECTORS. This Plan shall be administered by the Board
of Directors of the Company (the "BOARD").

          (b) POWERS OF THE BOARD. Except as otherwise expressly provided in
this Plan, the Board shall have all powers with respect to the administration of
this Plan, including, without limitation, full power and authority to (i) to
determine, upon review of relevant information and in accordance with SECTION
6(b) of this Plan, the fair market value of the Common Stock, (ii) to interpret
the provisions of this Plan, any Option Agreement (as defined in SECTION 5(c))
and any other agreement or document executed pursuant to this Plan, (iii)
resolve all questions arising under this Plan, any Option Agreement and any
other such agreement or plan, (iv) correct any defect, supply any omission or
reconcile any inconsistency in or among this Plan, any Option or any Option
Agreement, (v) grant waivers of Plan or Option conditions and (vi) make all
other determinations necessary or advisable for the administration of this Plan.
All decisions of the Board shall be conclusive and binding on all participants
in this Plan.

     3. SHARES OF STOCK SUBJECT TO THIS PLAN.

          (a) NUMBER OF AVAILABLE SHARES. Subject to the provisions of SECTION 9
(relating to adjustments upon changes in capital structure and other corporate
transactions) and the further provisions of this SECTION 3(a), the number of
shares of Common Stock available at any one time for issuance upon the exercise
of Options granted under this Plan shall not exceed 1,125,000 shares of Common
Stock (without making any adjustment under this Plan or otherwise for any stock
split, stock dividend or similar recapitalization event occurring on or prior to
the Effective Date (as defined in SECTION 11)). If, and to the extent that, (i)
Options granted under this Plan terminate, expire or are canceled without having
been fully exercised, new Options may be granted under this Plan for the shares
of Common Stock constituting the unexercised portion of


<PAGE>


such terminated, expired or canceled Options, and (ii) any shares of Common
Stock issued upon the exercise of Options granted under this Plan are forfeited
to or repurchased by the Company, new Options may be granted under this Plan for
up to an equivalent number of shares of Common Stock (but, in the case of any
such repurchased share, only if such share is repurchased for consideration not
greater than the purchase price for such share specified in the applicable
Option).

          (b) CHARACTER OF SHARES. The shares of Common Stock issuable upon the
exercise of an Option granted under this Plan shall be (i) authorized but
unissued shares of Common Stock, (ii) shares of Common Stock held in the
Company's treasury or (iii) a combination of the foregoing.

          (c) RESERVATION OF SHARES. The number of shares of Common Stock
reserved for issuance under this Plan shall at no time be less than the maximum
number of shares of Common Stock which may be purchased at any time pursuant to
outstanding Options.

     4. ELIGIBILITY.

                  An Option shall be granted pursuant to SECTION 5 of this Plan
only to each director of the Company (each, a "NON-EMPLOYEE DIRECTOR") who, as
of the date of the grant of such Option pursuant to such Section, is not an
employee of the Company or any of its Subsidiaries (as defined below) and has
not been such an employee at any time during the 12-month period immediately
prior to such date. For purposes of this Plan, the term "SUBSIDIARY" means
"SUBSIDIARY CORPORATION" as defined in Section 424(f) of the Code.

     5. GRANT OF OPTIONS.

          (a) AUTOMATIC, NONDISCRETIONARY GRANTS. Subject to the provisions of
SECTION 5(b), all grants of Options hereunder shall be automatic and
nondiscretionary and shall be made to Non-Employee Directors (each, an
"Optionee" and collectively, the "OPTIONEES") as follows:

                    (i) Each person who, on or after the Effective Date, is
               elected or appointed a director of the Corporation for the first
               time, whether by reason of his or her election or appointment to
               such position by the stockholders of the Company or the Board,
               and who qualifies as a Non-Employee Director on the date of such
               election or appointment (after giving effect to such election or
               appointment) shall be automatically granted an Option pursuant to
               this SECTION 5(a) on the date of such election or appointment to
               purchase up to 12,000 shares (without making any adjustment under
               this Plan or otherwise for any stock split, stock dividend or
               similar recapitalization event occurring on or prior to the
               Effective Date) of Common Stock, subject to the terms and
               conditions set forth in this Plan.

                    (ii) On the date of each annual meeting of the stockholders
               of the Company, commencing with the year 2001, each Non-Employee
               Director (determined immediately after the consummation of such
               annual meeting) who was not elected or appointed to the position
               of director of the Company at any time during the 12-month period
               immediately prior to such date shall be automatically granted an
               Option pursuant to this SECTION 5(b) on the date of such meeting
               to purchase up to 12,000 shares (without


                                       2
<PAGE>


               making any adjustment under this Plan or otherwise for any stock
               split, stock dividend or similar recapitalization event occurring
               on or prior to the Effective Date) of Common Stock, subject to
               the terms and conditions set forth in this Plan.

          (b) REDUCTION OF GRANTS. Notwithstanding anything to the contrary
contained in this Plan, if the grant on any single date of one or more Options
pursuant to any provision of SECTION 5 (collectively, the "ADDITIONAL OPTIONS")
would result in the number of shares of Common Stock issuable upon the exercise
of outstanding Options granted under this Plan to exceed the aggregate number of
shares of Common Stock available at any one time for issuance pursuant to
SECTION 3(a) upon the exercise of Options granted under this Plan, then the
number of shares of Common Stock subject to each such Additional Option shall be
permanently reduced to such number which equals the quotient (rounded down to
the nearest integer) obtained by dividing (i) the aggregate number of shares of
Common Stock available at any one time for issuance pursuant SECTION 3(a) which
are not already subject to issuance upon the exercise of outstanding Options
(before giving effect to the grant of the Additional Options on such date), by
(ii) the number of Additional Options to be granted on such date. In such case,
each Optionee to whom such an Additional Option was granted shall NOT be
entitled to any additional Options under this Plan to take into account the
reduction pursuant to this SECTION 5(b) in the number of shares of Common Stock
subject to such Additional Option and any further grants of Options pursuant to
SECTION 5 to Non-Employee Directors shall be deferred until such time, if any,
as additional shares of Common Stock become available for issuance pursuant to
SECTION 3(a).

          (c) OPTION AGREEMENTS. Each Option granted under this Plan shall be
designated by the Board as a NSO. In addition, each Option shall be evidenced by
a written agreement (each, an "OPTION AGREEMENT") containing such terms and
conditions and in such form, not inconsistent with this Plan, as the Board
shall, in its discretion, provide. Each Option Agreement shall be executed by
the Company and the Optionee.

          (d) NO EVIDENCE OF CONTINUED SERVICE. Nothing contained in this Plan
or in any Option Agreement shall confer upon any Optionee any right with respect
to the continuation of such Optionee's service as a director of the Company or
the nomination of such Optionee as a director of the Company or interfere in any
way with any rights which such Optionee or the Company may have to terminate
such Optionee's service as a director of the Company at any time.

          (e) DATE OF GRANT. The date of grant of an Option under this Plan
shall be the date specified in SECTION 5 for the grant of such Option.

     6. OPTION PRICE.

          (a) GENERAL. Subject to SECTION 9, the price (the "OPTION PRICE") at
which each share of Common Stock subject to an Option granted under this Plan
(each, an "OPTION SHARE") may be purchased shall be the Fair Market Value (as
determined in accordance with SECTION 6(b)) of a share of Common Stock on the
date of grant of such Option under this Plan.

          (b) DETERMINATION OF FAIR MARKET VALUE. For purposes of this Plan, the
"FAIR MARKET VALUE" of a share of Common Stock, as of any date, shall be
determined as follows:


                                       3
<PAGE>


                    (i) if the Common Stock is a class of securities then listed
               or admitted to trading on any national securities exchange or
               traded on any national market system (including, but not limited
               to, The Nasdaq National Market), the closing sale price of the
               Common Stock on such date or, if no such sale takes place on such
               date, the average of the closing bid and ask prices for Common
               Stock on such date, in each case as officially reported on the
               principal national securities exchange or national market system
               on which such securities are then listed, admitted to trading or
               traded;

                    (ii) if the Common Stock is not a class of securities then
               listed or admitted to trading on any national securities exchange
               or traded on any national market system, or else if no closing
               sale price or closing bid and ask prices thereof are then so
               reported by any such exchange or system, the average of the
               reported closing bid and ask prices for the Common Stock in the
               over-the-counter market on such date as shown by the NASD
               automated quotation system, or if the Common Stock is not a class
               of securities then quoted on such system, as published by the
               National Quotation Bureau, Incorporated or any similar successor
               organization, and in either case as reported by any member firm
               of the New York Stock Exchange selected by the Company; and

                    (iii) if the Common Stock is not of a class of securities
               then listed or admitted to trading on any national securities
               exchange or traded on any national market system, or else if no
               closing sale price or closing bid and ask prices for the Common
               Stock are then so reported by such exchange or system, or else if
               no closing bid and ask prices for the Common Stock are then so
               quoted or published in the over-the-counter market, the fair
               value of such share of Common Stock on such date, which shall be
               determined in good faith by the Board.

     7. EXERCISABILITY OF OPTIONS.

          (a) VESTING OF THE OPTIONS.

                    (i) Each Option granted under this Plan shall vest and
               become exercisable on a cumulative basis as to one-third of the
               related Option Shares upon each of the first, second and third
               12-month anniversaries of the date of grant of such Option
               pursuant to this Plan. Unless otherwise provided by the Board
               pursuant to SECTION 7(a)(iii), (i) only the vested portion of an
               Option granted under this Plan shall be exercisable as to any
               related Option Shares and (ii) an Optionee shall be vested as to
               any Option Shares issued upon the exercise of an Option granted
               to such Optionee under this Plan.

                    (ii) Upon the occurrence of a Change of Control (as defined
               below), each Option granted under this Plan shall vest and become
               exercisable as to all of the unvested Option Shares covered
               thereby, so that such Option at such time shall become vested and
               exercisable as to all of the Option Shares covered thereby.

                    (iii) With respect to any Option, the Board may, at any time
               prior to the complete termination of such Option, accelerate the
               vesting and exercise date(s) of such Option (subject, in the sole
               discretion of the Board, to the continuation of the vesting of
               the related Option Shares) or continue the vesting and
               exercisability (whether before, on


                                       4
<PAGE>


               or after the date of Termination of the Optionee to whom such
               Option is granted) of all or a portion of such Option and/or the
               related Option Shares.

                    (iv) The Board may, in its discretion, amend any term or
               condition of an outstanding Option, provided (i) such term or
               condition as amended is permitted by this Plan and (ii) any such
               amendment shall be made only with the consent of the Optionee to
               whom the Option was granted, or in the event of the death of the
               Optionee, the Optionee's Representatives (as defined in SECTION
               10(d)), if the amendment is materially adverse to the Optionee.

                    (v) For purposes of this Plan, the term "CHANGE OF CONTROL"
               shall be deemed to have occurred upon the first to occur of any
               of the following events: (x) the consummation of the merger or
               consolidation of the Company with or into another entity, other
               than a merger or consolidation in which persons (as such term is
               used in Sections 13(d) and 14(d)(2) of the Securities Exchange
               Act of 1934, as amended (the "1934 Act")), who or which are the
               beneficial owners (within the meaning of Rule 13d-3 under the
               1934 Act), directly or indirectly, of securities of the Company
               immediately prior to the consummation of such merger or
               consolidation representing more than 50% of the combined voting
               power of the securities of the Company entitled to vote generally
               in the election of directors of the Company, are the beneficial
               owners, directly or indirectly, of securities of the surviving or
               resulting entity immediately after the consummation of such
               merger or consolidation representing more than 50% of the
               combined voting power of the securities of such entity entitled
               to vote generally in the election of directors of such entity
               (or, in the absence of a board of directors, members of the
               equivalent governing body of such entity), (y) the consummation
               of the sale of all or substantially all of the assets of the
               Company (in one or a series of related transactions), other than
               to a wholly owned Subsidiary of the Company, or (z) a change in
               the composition of the Board during any 12-month period such that
               the directors of the Company who at the beginning of such period
               constituted the members of the Board (together with any new
               directors of the Company whose election by the Board or whose
               nomination for election by the stockholders of the Company has
               been approved by a majority of the members of the Board then
               still in office who either were members of the Board at the
               beginning of such period or whose election or nomination for
               election was previously so approved) cease to constitute a
               majority of the members of the Board.

          (b) TERM OF OPTION. The unexercised portion of any Option granted
under this Plan shall automatically terminate and shall become null and void and
be of no further force or effect upon the first to occur of the following:

                    (i) the ten-year anniversary of the date on which such
               Option is granted;

                    (ii) the three-month anniversary of the date on which the
               Optionee to whom such Option was granted ceases to be a
               Non-Employee Director (such event, a "TERMINATION"), unless such
               Termination occurs by reason of such Optionee's death or
               Disability (as defined in SUBPARAGRAPH (iii) below) or is a
               Termination for Cause (as


                                       5
<PAGE>


               defined in SUBPARAGRAPH (iv) below); PROVIDED, HOWEVER, that if
               such Optionee shall die after the date of Termination but before
               the three-month anniversary of such Optionee's date of
               Termination, the unexercised portion of such Option shall
               automatically terminate and become null and void and be of no
               further force or effect upon the 12-month anniversary of such
               date of Termination;

                    (iii) the 12-month anniversary of the date of Termination of
               the Optionee to whom such Option was granted, if such Termination
               occurs by reason of such Optionee's (x) death or (y) permanent
               and total disability (within the meaning of Section 22(e)(3) of
               the Code) (a "DISABILITY");

                    (iv) the date of the Termination of the Optionee to whom
               such Option was granted, if such Termination is for "CAUSE"
               (within the meaning of the General Corporation Law of the State
               of Delaware) (a "TERMINATION FOR CAUSE");

                    (v) on the effective date of a Corporate Transaction (as
               defined in SECTION 9(b)) to which SECTION 9(b)(ii) (relating to
               assumptions and substitutions of Options) does not apply;
               PROVIDED, HOWEVER, that an Optionee's right to exercise any
               Option outstanding prior to such effective date shall in all
               events be suspended during the period beginning ten days prior to
               the proposed effective date of such Corporate Transaction and
               ending on either the actual effective date of such Corporate
               Transaction or upon receipt of notice from the Company that such
               Corporate Transaction will not in fact occur; and

                    (vi) except to the extent permitted by SECTION 10(d), the
               date on which such Option or any part thereof or right or
               privilege relating thereto is transferred (other than by will or
               the laws of descent and distribution), assigned, pledged,
               hypothecated, attached or otherwise disposed of by the Optionee
               to whom such Option was granted.

     8. PROCEDURE FOR EXERCISE.

          (a) PAYMENT. At the time an Option is granted under this Plan, the
following forms of payment may be used by an Optionee (but only to the extent
permitted by applicable law) upon exercise of his or her Option:

                    (i) by cash (by wire transfer of immediately available funds
               to a bank account held by the Company designated by the Board or
               a personal or certified check payable to the Company);

                    (ii) by surrender of shares of Common Stock which either (A)
               have been owned by the Optionee for more than six months and have
               been paid for within the meaning of Rule 144 under the Securities
               Act of 1933 (the "SECURITIES ACT") (and, if such shares of Common
               Stock were purchased from the Company or any Subsidiary thereof
               by means of a promissory note, such note has been fully paid with
               respect to such shares); or (B) were obtained by the Optionee in
               the public market (but, subject in any case, to the applicable
               limitations of Rule 16b-3 ("RULE 16b-3") under Section 16 of the
               1934 Act); or

                    (iii) a combination of the methods set forth in CLAUSES (i)
               and (ii).


                                       6
<PAGE>


          (b) NOTICE. An Optionee (or other person, as provided in SECTION
10(d)) may exercise an Option granted under this Plan in whole or in part, as
provided in the Option Agreement evidencing his or her Option, by delivering a
written notice (the "NOTICE") to the Board (or such other person or entity
designated by the Board from time to time).

          (c) CONTENT OF THE NOTICE. The Notice shall:

                    (i) state that the Optionee elects to exercise the Option;

                    (ii) state the number of shares with respect to which the
               Option is being exercised (the "OPTIONED SHARES");

                    (iii) state the method of payment for the Optioned Shares
               (which method must be available to the Optionee under the terms
               of his or her Option Agreement);

                    (iv) state the date upon which the Optionee desires to
               consummate the purchase of the Optioned Shares (which date must
               be prior to the termination of such Option, be no later than 30
               days from delivery of such Notice and be not otherwise prohibited
               under the terms of his or her Option Agreement);

                    (v) include any representations and warranties of the
               Optionee required pursuant to SECTION 10(b);

                    (vi) if the Option is exercised pursuant to SECTION 10(d) by
               any person other than the Optionee, include evidence to the
               satisfaction of the Company (or such other person or entity
               designated by the Board from time to time) of the right of such
               person to exercise the Option; and

                    (vii) include such further provisions consistent with this
               Plan as the Board (or such other person or entity designated by
               the Board from time to time) may from time to time require.

          (d) ISSUANCE OF STOCK CERTIFICATES. The Company shall issue a stock
certificate in the name of the Optionee (or such other person exercising the
Option in accordance with the provisions of SECTION 10(d)) for the Optioned
Shares with respect to which such Option is being exercised as soon as
practicable after receipt of the Notice and payment of the aggregate Option
Price for such shares. Neither the Optionee nor any person exercising an Option
in accordance with the provisions of SECTION 10(d) shall have any privileges as
a stockholder of the Company with respect to any shares of stock subject to an
Option granted under this Plan until the date of issuance of a stock certificate
pursuant to this SECTION 8(d).

     9. ADJUSTMENTS.

          (a) CHANGES IN CAPITAL STRUCTURE. Subject to SECTION 9(b), if after
the Effective Date the Common Stock is changed by reason of a stock split,
reverse stock split, stock dividend or recapitalization, or converted into or
exchanged for other securities as a result of a merger, consolidation or
reorganization, the Board shall make such adjustments in the number and class of
shares of stock with respect to which Options may be granted under this Plan as
shall be


                                       7
<PAGE>


equitable and appropriate in order to make such Options, as nearly as may be
practicable, equivalent to such Options immediately prior to such change. A
corresponding adjustment changing the number and class of shares allocated to,
and the Option Price of, each Option or portion thereof outstanding at the time
of such change shall likewise be made.

          (b) CORPORATE TRANSACTIONS. The following rules shall apply in
connection with the dissolution or liquidation of the Company, a reorganization,
merger or consolidation in which the Company is not the surviving corporation,
or a sale of all or substantially all of the capital stock or assets of the
Company to another person or entity (a "CORPORATE TRANSACTION"):

                    (i) each holder of an Option outstanding at such time shall
               be given (A) written notice of such Corporate Transaction at
               least 20 days prior to its proposed effective date (as specified
               in such notice) and (B) an opportunity, during the period
               commencing with delivery of such notice and ending 10 days prior
               to such proposed effective date, to exercise the Option to the
               full extent to which such Option would have been exercisable by
               the Optionee at the expiration of such 20-day period; PROVIDED,
               HOWEVER, that upon the occurrence of a merger or consolidation in
               which the Company is not the surviving corporation and the
               stockholders of the Company receive distributions of cash,
               securities or other property of a third party in complete
               exchange for their equity interests in the Company, or a sale of
               all of the capital stock or all or substantially all of the
               assets of the Company to another person or entity, under
               circumstances in which provision for assumption or substitution
               of options in accordance with SECTION 9(b)(ii) is not made, the
               vesting and exercise dates of all Options granted under this Plan
               shall accelerate and such Options shall become fully vested and
               exercisable with respect to all of the shares of Common Stock
               covered thereby, and if and to the extent not so exercised as
               provided in this SECTION 9(b)(i), such Options shall
               automatically terminate; and

                    (ii) anything contained in this Plan to the contrary
               notwithstanding, SECTION 9(b)(i) shall not be applicable if
               provision shall be made in connection with such Corporate
               Transaction for the assumption of outstanding Options by, or the
               substitution for such Options of new options covering the stock
               of, the surviving, successor or purchasing entity, or an entity
               of which such surviving, successor or purchasing entity is a
               Subsidiary, or any Subsidiary thereof, with appropriate
               adjustments as to the number, kind and option prices of the stock
               subject to such options.

          (c) SPECIAL RULES. The following rules shall apply in connection with
SECTIONS 9(a) AND (b):

                    (i) no fractional shares shall be issued as a result of any
               such adjustment, and any fractional shares resulting from the
               computations pursuant to SECTIONS 9(a) or (b) shall be eliminated
               without any consideration due to any Optionees;

                    (ii) no adjustment shall be made for cash dividends or the
               issuance to stockholders of rights to subscribe for additional
               shares of Common Stock or other securities; and


                                       8
<PAGE>


                    (iii) any adjustments referred to in SECTIONS 9(a) or (b)
               shall be made by the Board in its sole discretion and shall be
               conclusive and binding on all persons holding Options granted
               under this Plan.

     10. RESTRICTIONS ON OPTIONS AND OPTIONED SHARES.

          (a) COMPLIANCE WITH SECURITIES LAWS. No Options shall be granted under
this Plan, and no shares of Common Stock shall be issued and delivered upon the
exercise of Options granted under this Plan, unless and until the Company and/or
the Optionees to whom such Options shall be granted shall have complied with all
applicable Federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction. The Company may delay the issuance of shares of Common
Stock upon the exercise of Options granted under this Plan until completion of
any action or the receipt of any consent which the Company deems necessary under
any applicable law (including, without limitation, state securities or "BLUE
SKY" laws).

          (b) REPRESENTATIONS AND WARRANTIES. The Board in its discretion may,
as a condition to the exercise of any Option granted under this Plan, require
the Optionee to whom such Option shall be granted (i) to represent and warranty
in writing that the shares of Common Stock to be received upon exercise of such
Option are being acquired for investment and not with a view to distribution and
(ii) to make such other representations and warranties as are deemed appropriate
by the Company.

          (c) LEGENDS. Each certificate issued by the Company (or its transfer
agent) that represents shares of Common Stock acquired upon the exercise of
Options that have not been registered under the Securities Act shall, unless
otherwise directed by the Board, be stamped or otherwise imprinted with a legend
in substantially the following form (in addition to any other legends and other
restrictions as the Board may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities laws, or
any rules, regulations and other requirements of the promulgated by the
Securities and Exchange Commission or any securities exchange or automated
quotation system on which such the Common Stock may be listed, admitted for
trading or traded, or any applicable agreement):

           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
           BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
           "ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
           AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
           BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
           ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
           SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL
           SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
           REQUIRED."

          (d) NONASSIGNABILITY OF OPTION RIGHTS. No Option granted under this
Plan shall be assignable or otherwise transferable by the Optionee except by
will or by the laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by the


                                       9
<PAGE>


Optionee. If an Optionee dies, his or her Option shall thereafter be exercisable
during the period specified in SECTION 7(b)(ii) or (iii), as applicable, by his
or her executors or administrators (collectively, the "REPRESENTATIVES") to the
full extent to which such Option was exercisable by the Optionee at the time of
his or her death.

     11. ADOPTION AND STOCKHOLDER APPROVAL.

                  This Plan shall become effective on the date (the "EFFECTIVE
DATE") which is the later of (i) the date of its adoption by the Board and (ii)
the first date on which price quotations for the Common Stock are reported on
the national securities exchange or national market system on which the Common
Stock shall first be listed, admitted to trading or traded. This Plan shall be
approved by the stockholders of the Company, consistent with applicable laws,
within 12 months after the Effective Date. Upon the Effective Date, the Board
may grant Options pursuant to this Plan; PROVIDED, HOWEVER, that (i) no Option
may be exercised prior to initial stockholder approval of this Plan, (ii) no
Option granted pursuant to an increase in the number of shares of Common Stock
available under this Plan by the Board's amendment of this Plan may be exercised
prior to the time such increase has been approved by the stockholders of the
Company, consistent with applicable laws; (iii) in the event that initial
stockholder approval of this Plan is not obtained within the time period
provided herein, all Options granted under this Plan shall be canceled; and (iv)
in the event that stockholder approval of any increase in the number of shares
of Common Stock available under this Plan is not obtained within the time period
provided herein, all Options granted under this Plan pursuant to such increase
shall be canceled.

     12. EXPIRATION AND TERMINATION OF THIS PLAN.

                  Except with respect to Options then outstanding, this Plan
shall expire on the first to occur of (i) the tenth anniversary of the date on
which this Plan is adopted by the Board, (ii) the tenth anniversary of the date
on which this Plan is approved by the stockholders of the Company in accordance
with applicable laws and (iii) the date as of which the Board, in its sole
discretion, determines that this Plan shall terminate (the "EXPIRATION DATE").
Any Options outstanding as of the Expiration Date shall remain in effect until
they have been exercised or terminated or have expired by their respective
terms.

     13. AMENDMENT OF THIS PLAN.

                  This Plan may be amended by the stockholders of the Company.
This Plan may also be amended by the Board. Any modification or amendment of
this Plan shall not, without the consent of an Optionee, adversely affect his or
her rights under an Option previously granted to him or her. With the consent of
the Optionee affected, the Board may amend such Optionee's outstanding Option
Agreements in a manner which may be materially adverse to such Optionee but
which is not inconsistent with this Plan. In the discretion of the Board,
outstanding Option Agreements may be amended by the Board in a manner which is
not materially adverse to the Optionee.

     14. CAPTIONS.


                                       10
<PAGE>


                  The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights or to affect the
construction or interpretation of the provisions of this Plan.

     15. WITHHOLDING TAXES.

                  In the event that any federal, state, or local income taxes,
employment taxes, Federal Insurance Contributions Act withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Optionee's remuneration in connection with the exercise of an Option,
the Company may withhold from such Optionee's remuneration, or may require the
Optionee to advance in cash to the Company, the amount of such withholdings,
unless a different withholding arrangement is authorized by the Board; PROVIDED,
HOWEVER, any such withholding arrangement shall be in compliance with any
applicable provisions of Rule 16b-3. The Board may condition the transfer of any
shares of Common Stock or the removal of any restrictions on any Option on the
satisfaction by the Optionee of the foregoing withholding obligations.

     16. NUMBER AND GENDER.

                  With respect to words used in this Plan, the singular form
shall include the plural form, the masculine gender shall include the feminine
gender, and vice-versa, as the context requires.

     17. NONEXCLUSIVITY OF THIS PLAN.

                  Neither the adoption of this Plan by the Board, the submission
of this Plan to the stockholders of the Company for approval, nor any provision
of this Plan shall be construed as creating any limitations on the power of the
Board or the Board to adopt such additional compensation arrangements as it may
deem desirable, including, without limitation, the granting of stock options
otherwise than under this Plan, and such arrangements may be either generally
available or applicable only in specific cases.

     18. GOVERNING LAW.

                  The validity and construction of this Plan and the instruments
evidencing the Options granted hereunder shall be governed by the laws of the
State of Delaware without regard to conflict of laws provisions thereunder.

                                    * * * * *

                                       11

<PAGE>

                                                                   EXHIBIT 10.26

                               OPUS360 CORPORATION

                        2000 EMPLOYEE STOCK PURCHASE PLAN


     1.  ESTABLISHMENT OF PLAN.

                  Opus360 Corporation (the "COMPANY") proposes to grant options
for purchase of the Company's Common Stock to eligible employees of the Company
and its Designated Subsidiaries pursuant to this 2000 Employee Stock Purchase
Plan (this "PLAN"). For purposes of this Plan, the terms "PARENT CORPORATION"
and "SUBSIDIARY" shall have the same meanings as "PARENT CORPORATION" and
"SUBSIDIARY CORPORATION" in Sections 424(e) and 424(f), respectively, of the
Internal Revenue Code of 1986, as amended (the "CODE"). The term "DESIGNATED
SUBSIDIARIES" means Parent Corporations or Subsidiaries that the Board of
Directors of the Company (the "BOARD") designates from time to time as
corporations that shall participate in this Plan. The Company intends this Plan
to qualify as an "EMPLOYEE STOCK PURCHASE PLAN" under Section 423 of the Code
(including any amendments to or replacements of such Section), and this Plan
shall be so construed. Any term not expressly defined in this Plan but defined
for purposes of Section 423 of the Code shall have the same definition herein. A
total of 2,250,000 shares of the Company's Common Stock (without making any
adjustment under this Plan or otherwise for any stock split, stock dividend or
similar recapitalization event occurring prior to the First Offering Date (as
defined in SECTION 5)) is reserved for issuance under this Plan. In addition, on
each January 1, the aggregate number of shares of the Company's Common Stock
reserved for issuance under this Plan shall be increased automatically by a
number of shares equal to 1.0% of the total number of outstanding shares of the
Company's Common Stock on the immediately preceding December 31; PROVIDED, that
the Board or the Committee (as defined in SECTION 3) may in its sole discretion
reduce the amount of the increase in any particular year; and, PROVIDED,
FURTHER, that the aggregate number of shares issued over the term of this Plan
shall not exceed 15,000,000 shares of Common Stock. Such number shall be subject
to adjustments effected in accordance with SECTION 14.

     2.  PURPOSE.

                  The purpose of this Plan is to provide eligible employees of
the Company and Designated Subsidiaries with a convenient means of acquiring an
equity interest in the Company through payroll deductions, to enhance such
employees' sense of participation in the affairs of the Company and Designated
Subsidiaries, and to provide an incentive for continued employment.

     3.  ADMINISTRATION.

                  This Plan shall be administered by the Compensation Committee
of the Board (the "COMMITTEE"). Subject to the provisions of this Plan and the
limitations of Section 423 of the Code or any successor provision in the Code,
all questions of interpretation or application of this Plan shall be determined
by the Committee and its decisions shall be final and binding upon all
participants. Members of the Committee shall receive no compensation for their
services in connection with the administration of this Plan, other than standard
fees as established from time


<PAGE>


to time by the Board for services rendered by Board members serving on Board
committees. All expenses incurred in connection with the administration of this
Plan shall be paid by the Company.

     4.  ELIGIBILITY.

                  Any employee of the Company or the Designated Subsidiaries is
eligible to participate in an Offering Period (as defined in SECTION 5) under
this Plan except the following: (a) employees who are not employed by the
Company or a Designated Subsidiary prior to the beginning of such Offering
Period or prior to such other date as specified by the Committee; (b) employees
who are customarily employed for less than twenty (20) hours per week; (c)
employees who are customarily employed for five (5) months or less in a calendar
year; (d) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424(d) of the Code, own stock or
hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Designated Subsidiaries or who, as a result of being granted an option under
this Plan with respect to such Offering Period, would own stock or hold options
to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or any of its
Designated Subsidiaries; and (e) individuals who provide services to the Company
or any of its Designated Subsidiaries as independent contractors who are
reclassified as common law employees for any reason except for federal income
and employment tax purposes. Notwithstanding anything contained herein to the
contrary, an employee of the Company or the Designated Subsidiaries may not
participate in more than one Offering Period at a time.

     5.  OFFERING DATES.

                  The offering periods of this Plan (each, an "OFFERING PERIOD")
shall be of twenty-four (24) months duration commencing on May 1 and November 1
of each year and ending on April 30 and October 31 of each year; PROVIDED,
HOWEVER, that the first such Offering Period shall commence on the first
Business Day on which price quotations for the Company's Common Stock are
reported on the national securities exchange or national market system on which
the Company's Common Stock shall first be listed, admitted to trading or traded
(the "FIRST OFFERING DATE") and shall end on April 30, 2002. Each Offering
Period shall consist of four (4) consecutive purchase periods (individually, a
"PURCHASE PERIOD") during which payroll deductions of the participants are
accumulated under this Plan. Except for the first Purchase Period of the first
Offering Period, each Purchase Period shall be of six months duration. The first
Purchase Period of the first Offering Period shall begin on the First Offering
Date and end on October 31, 2000, and the remaining three (3) Purchase Periods
of such Offering Period shall respectively consist of the three six-month
periods following consecutively thereafter. The first Business Day of each
Offering Period is referred to as the "OFFERING DATE". The last Business Day of
each Purchase Period is referred to as the "PURCHASE DATE". The Committee shall
have the power to change the Offering Dates, the Purchase Dates and the duration
of Offering Periods or Purchase Periods without stockholder approval if such
change is announced prior to the relevant Offering Period or prior to such other
time period as specified by the Committee. For purposes of this Plan, the term
"BUSINESS DAY" means any day, other than a Saturday, Sunday or



                                       2
<PAGE>


a day on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

     6.  PARTICIPATION IN THIS PLAN.

                  Eligible employees may become participants in an Offering
Period under this Plan on the Offering Date of such Offering Period, after
satisfying the eligibility requirements to participate in such Offering Period
as set forth in this Plan, by delivering a subscription agreement, substantially
in the form attached hereto as EXHIBIT A, to the Company prior to such Offering
Date, or such other date as specified by the Committee. Notwithstanding the
foregoing, the Committee may set a later time for delivering the subscription
agreement authorizing payroll deductions for all eligible employees with respect
to a given Offering Period. An eligible employee who does not deliver a
subscription agreement to the Company by such Offering Date, or such other date
as specified by the Committee, shall not participate in that Offering Period
unless such employee enrolls in this Plan by delivering a subscription agreement
to the Company prior to such later time as may be set by the Committee. Once an
employee becomes a participant in an Offering Period, such employee will
automatically participate in the Offering Period commencing immediately
following the last day of the prior Offering Period unless the employee
withdraws or is deemed to withdraw from this Plan or terminates further
participation in the Offering Period as set forth in SECTION 11. Such
participant is not required to deliver any additional subscription agreement in
order to continue participation in this Plan.

     7.  GRANT OF OPTION ON OFFERING DATE.

                  Enrollment by an eligible employee in this Plan with respect
to an Offering Period will constitute the grant (as of the Offering Date) by the
Company to such employee of an option to purchase on each Purchase Date of such
Offering Period up to that number of shares of Common Stock of the Company
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during the Purchase Period ending on such Purchase Date by (b)
the lesser of (i) eighty-five percent (85%) of the Fair Market Value of a share
of the Company's Common Stock on the Offering Date (but in no event less than
the par value of a share of the Company's Common Stock), or (ii) eighty-five
percent (85%) of the Fair Market Value of a share of the Company's Common Stock
on such Purchase Date (but in no event less than the par value of a share of the
Company's Common Stock); PROVIDED, HOWEVER, that the number of shares of the
Company's Common Stock subject to any option granted pursuant to this Plan shall
not exceed the maximum number of shares set by the Committee pursuant to SECTION
10 with respect to the applicable Purchase Date. The Fair Market Value of a
share of the Company's Common Stock shall be determined as provided in SECTION
8.

     8.  PURCHASE PRICE.

                  The purchase price per share at which a share of Common Stock
will be sold on each Purchase Date of any Offering Period shall be eighty-five
percent (85%) of the lesser of (x) the Fair Market Value of a share of the
Company's Common Stock on the Offering Date (but in no event less than the par
value of a share of the Company's Common Stock) or (y) the Fair Market Value of
a share of the Company's Common Stock on such Purchase Date (but in no event
less than the par value of a share of the Company's Common Stock). For purposes
of this



                                       3
<PAGE>


Plan, the term "FAIR MARKET VALUE" means, on any date, for any security, (i) if
such security is of a class or series of securities then listed or admitted to
trading on any national securities exchange or traded on any national market
system, the closing sale price on such date or, if no such sale takes place on
such date, the average of the closing bid and ask prices on such date, in each
case as officially reported on the principal national securities exchange or
national market system on which securities are then listed, admitted to trading
or traded, (ii) if such security is not of a class or series of securities then
listed or admitted to trading on any national securities exchange or traded on
any national market system, or else if no closing sale price or closing bid and
ask prices thereof are then so reported by any such exchange or system, the
average of the reported closing bid and ask prices for such security in the
over-the-counter market on such date as shown by the NASD automated quotation
system, or if such securities are not then quoted on such system, as published
by the National Quotation Bureau, Incorporated or any similar successor
organization, and in either case as reported by any member firm of the New York
Stock Exchange selected by the Company, and (iii) if such security is not of a
class or series of securities then listed or admitted to trading on any national
securities exchange or traded on any national market system, or else if no
closing sale price or closing bid and ask prices thereof are then so reported by
such exchange or system, or else if no closing bid and ask prices thereof are
then so quoted or published in the over-the-counter market, the fair value of
such security on such date, which shall be determined in good faith by the
Board; PROVIDED, HOWEVER, that, the Fair Market Value of a share of the
Company's Common Stock on the First Offering Date shall be the price per share
at which shares of the Company's Common Stock are initially offered for sale to
the public by the Company's underwriters in the initial public offering of the
Company's Common Stock pursuant to a registration statement on Form S-1 filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "SECURITIES ACT").

     9.  PAYMENT OF PURCHASE PRICE; CHANGES IN PAYROLL DEDUCTIONS; ISSUANCE OF
         SHARES.

         (a) The purchase price of the shares of Common Stock which will be sold
upon the exercise of any option granted under this Plan shall be accumulated by
regular payroll deductions made during each Offering Period. The deductions
shall be made as a percentage of the participant's Compensation in one percent
(1%) increments not less than one percent (1%), nor greater than fifteen percent
(15%) or such lower limit set by the Committee. The term "COMPENSATION" shall
mean all W-2 cash compensation, including, but not limited to, base salary,
wages, commissions, overtime, shift premiums and bonuses, plus draws against
commissions, PROVIDED, HOWEVER, that for purposes of determining a participant's
compensation, any election by such participant to reduce his or her regular cash
remuneration under Sections 125 or 401(k) of the Code shall be treated as if the
participant did not make such election. Payroll deductions shall commence on the
first payday of the Offering Period and shall continue to the end of the
Offering Period unless sooner altered or terminated as provided in this Plan.

         (b) A participant may increase or decrease the rate of payroll
deductions during an Offering Period by filing with the Company a new
authorization for payroll deductions at any time prior to the commencement of
such Offering Period or during such Offering Period (or on or prior to such
dates prior to or during such Offering Period as may be specified by the
Committee), in which case the new rate shall become effective for the next
payroll period commencing after the Company's receipt of the authorization and
shall continue for the remainder of the Offering Period. Not more than one (1)
such change in the rate of payroll



                                       4
<PAGE>


deductions may be made effective prior to the commencement of an Offering Period
or during any Purchase Period of an Offering Period, unless otherwise specified
by the Committee.

         (c) A participant may reduce his or her payroll deduction percentage to
zero during an Offering Period by filing with the Company a request for
cessation of payroll deductions. Such reduction shall be effective beginning
with the next payroll period after the Company's receipt of the request and no
further payroll deductions will be made for the duration of the Offering Period.
Payroll deductions credited to the participant's account prior to the effective
date of the request shall be used to purchase shares of Common Stock of the
Company in accordance with SECTION 9(f). A participant may not resume making
payroll deductions during the Offering Period in which he or she reduced his or
her payroll deductions to zero.

         (d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and SECTIONS 4 and 10(a), a participant's
payroll deduction percentage may be decreased to zero at any time during an
Offering Period. The payroll deductions of a participant in an Offering Period
under this Plan who is subject to any such suspension pursuant to this SECTION
9(D) shall automatically resume at the rate immediately in effect prior to any
such suspension, beginning at such time when such suspension is no longer
necessary to comply with Section 423(b)(8) of the Code or SECTION 4, SECTION
10(A) or any other applicable provision of this Plan, unless the participant has
terminated his or her participation in such Offering Period or increased or
decreased his or her rate of payroll deductions in accordance with this SECTION
9, in which case such new rate shall be applicable, subject to the further
limitations of this Plan.

         (e) All payroll deductions made for a participant are credited to his
or her account under this Plan and are deposited with the general funds of the
Company. No interest accrues on the payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.

         (f) On each Purchase Date, so long as this Plan remains in effect and
provided that the participant has not submitted a signed and completed
withdrawal form before that date which notifies the Company that the participant
wishes to withdraw from that Offering Period under this Plan and have all
payroll deductions accumulated in the account maintained on behalf of the
participant as of that date returned to the participant, the Company shall apply
the funds then in the participant's account to the purchase of whole shares of
Common Stock reserved under the option granted to such participant with respect
to the Offering Period to the extent that such option is exercisable on the
Purchase Date. The purchase price per share shall be as specified in SECTION 8.
Any cash remaining in a participant's account after such purchase of shares
shall be carried forward, without interest, into the next Purchase Period or
Offering Period, as the case may be. In the event that this Plan has been
oversubscribed, all funds not used to purchase shares on the Purchase Date shall
be returned to the participant, without interest. No Common Stock shall be
purchased on a Purchase Date on behalf of any employee whose participation in
this Plan has terminated prior to such Purchase Date.

         (g) At the time any option granted under this Plan is exercised, in
whole or in part, or at the time some or all of the Common Stock sold upon the
exercise of any option granted under this Plan is disposed of, the participant
to whom such option was granted shall make



                                       5
<PAGE>


adequate provision for the Company's federal, state or other tax withholding
obligations, if any, which arise upon the exercise of the option or the
disposition of the Common Stock. At any time, the Company may, but shall not be
obligated to, withhold from the participant's compensation the amount necessary
for the Company to meet applicable withholding obligations, including any
withholding required to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Common Stock by the
participant.

         (h) As promptly as practicable after the Purchase Date, the Company
shall issue shares for the participant's benefit representing the shares
purchased upon the exercise of his or her option.

         (i) During a participant's lifetime, his or her option to purchase
shares hereunder is exercisable only by him or her. The participant will have no
interest or voting right in shares covered by his or her option until such
option has been exercised.

         (j) No option granted pursuant to this Plan shall be exercisable after
the expiration of the term provided for in Section 423(b)(7) of the Code.

    10. LIMITATIONS ON SHARES TO BE PURCHASED.

         (a) No participant shall be entitled to purchase stock under this Plan
at a rate which, when aggregated with his or her rights to purchase stock under
all other employee stock purchase plans of the Company or any Subsidiary,
exceeds $25,000 in Fair Market Value, determined as of the Offering Date (or
such other limit as may be imposed by the Code) for each calendar year in which
the employee participates in this Plan. The Company shall automatically suspend
the payroll deductions of any participant as necessary to enforce such limit
provided that when the Company automatically resumes such payroll deductions,
the Company must apply the rate in effect immediately prior to such suspension.

         (b) No participant shall be entitled to purchase more than the Maximum
Share Amount (as defined below) of the Company's Common Stock in the aggregate
on any single Purchase Date with respect to any Offering Period. Prior to the
commencement of any Offering Period, or prior to such date as specified by the
Committee, the Committee may, in its sole discretion, set a maximum number of
shares which may be purchased by any employee at any single Purchase Date (the
"MAXIMUM SHARE AMOUNT"). The Maximum Share Amount shall be that number of shares
of the Company's Common Stock as may be purchased under this Plan in accordance
with SECTION 10(a) (or such other Maximum Share Amount of a lesser amount as may
be determined by the Committee). If a new Maximum Share Amount is set, then all
participants must be notified of such Maximum Share Amount prior to the
commencement of the next Offering Period. The Maximum Share Amount shall
continue to apply with respect to all succeeding Purchase Dates and Offering
Periods unless revised by the Committee as set forth above.

         (c) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a PRO RATA allocation
of the remaining shares in as uniform a



                                       6
<PAGE>


manner as shall be reasonably practicable and as the Committee shall determine
to be equitable. In such event, the Company shall give written notice of such
reduction of the number of shares to be purchased under a participant's option
to each participant affected.

         (d) Any payroll deductions accumulated in a participant's account which
are not used to purchase stock due to the limitations in this SECTION 10 shall
be returned to the participant as soon as practicable after the end of the
applicable Purchase Period, without interest.

    11. WITHDRAWAL.

         (a) Each participant may withdraw from an Offering Period under this
Plan by signing and delivering to the Company a written notice to that effect,
which shall be substantially in the form attached hereto as EXHIBIT B. Such
withdrawal may be elected at any time prior to the end of an Offering Period, or
such other date as specified by the Committee.

         (b) Upon withdrawal from this Plan, the accumulated payroll deductions
shall be returned to the withdrawn participant, without interest, and his or her
interest in this Plan shall terminate. In the event a participant voluntarily
elects to withdraw from this Plan, he or she may not resume his or her
participation in this Plan during the same Offering Period, but he or she may
participate in any Offering Period under this Plan which commences on a date
subsequent to such withdrawal by delivering a new authorization for payroll
deductions in the same manner as set forth in SECTION 6 for initial
participation in this Plan.

         (c) If the Fair Market Value of a share of the Company's Common Stock
on any Purchase Date of an Offering Period is less than the Fair Market Value of
a share of the Company's Common Stock on the Offering Date for such Offering
Period, then every participant shall automatically (i) be withdrawn from such
Offering Period at the close of such Purchase Date and after the purchase of
shares of Common Stock on such Purchase Date pursuant to the options granted
hereunder, to the extent such options are exercisable on such Purchase Date, and
(ii) be enrolled in the Offering Period commencing on or immediately after such
Purchase Date.

     12. TERMINATION OF EMPLOYMENT.

                  Termination of a participant's employment for any reason,
including retirement, death or the failure of a participant to remain an
eligible employee of the Company or of a Designated Subsidiary, immediately
terminates his or her participation in this Plan. In such event, the payroll
deductions credited to the participant's account will be returned to him or her
or, in the case of his or her death, to his or her legal representative, without
interest. For purposes of this SECTION 12, an employee will not be deemed to
have terminated employment or failed to remain in the continuous employ of the
Company or of a Designated Subsidiary in the case of sick leave, military leave,
or any other leave of absence approved by the Board; PROVIDED, that such leave
is for a period of not more than ninety (90) days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.

     13. RETURN OF PAYROLL DEDUCTIONS.

                  In the event a participant's interest in this Plan is
terminated by withdrawal, termination of employment or otherwise, or in the
event this Plan is terminated by the Board, the



                                       7
<PAGE>


Company shall deliver to the participant all payroll deductions credited to such
participant's account. No interest shall accrue on the payroll deductions of a
participant in this Plan.

     14. CAPITAL CHANGES.

         (a) Subject to any required action by the stockholders of the Company,
the number of shares of Common Stock covered by each option under this Plan
which has not yet been exercised and the number of shares of Common Stock which
have been authorized for issuance under this Plan but have not yet been placed
under option (collectively, the "RESERVES"), as well as the price per share of
Common Stock covered by each option under this Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock of the Company resulting
from a stock split or the payment of a stock dividend (but only on the Common
Stock) or any other increase or decrease in the number of issued and outstanding
shares of Common Stock, in each case effected on or after the First Offering
Date without receipt of any consideration by the Company; PROVIDED, HOWEVER,
that conversion of any convertible securities of the Company shall not be deemed
to have been "EFFECTED WITHOUT RECEIPT OF ANY CONSIDERATION." Such adjustment
shall be made by the Committee, whose determination shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

         (b) In the event of the proposed dissolution or liquidation of the
Company on or after the First Offering Date, the Offering Period will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Committee. The Committee may, in the exercise of its sole
discretion in such instances, declare that this Plan shall terminate as of a
date fixed by the Committee and give each participant the right to purchase
shares under this Plan prior to such termination. In the event of (i) a merger
or consolidation in which the Company is not the surviving corporation (other
than a merger or consolidation with a wholly owned subsidiary, a reincorporation
of the Company in a different jurisdiction, or other transaction in which there
is no substantial change in the stockholders of the Company or their relative
stock holdings and the options under this Plan are assumed, converted or
replaced by the successor corporation, which assumption will be binding on all
participants), (ii) a merger in which the Company is the surviving corporation
but after which the stockholders of the Company immediately prior to such merger
(other than any stockholder that merges, or which owns or controls another
corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (iii) the sale of all or
substantially all of the assets of the Company or (iv) the acquisition, sale, or
transfer of more than 50% of the outstanding shares of the Company by tender
offer or similar transaction, this Plan will continue with regard to Offering
Periods that commenced prior to the closing of the proposed transaction and
shares will be purchased based on the Fair Market Value of the surviving
corporation's stock on each Purchase Date, unless otherwise provided by the
Committee.

         (c) The Committee may, if it so determines in the exercise of its sole
discretion, also make provision on or after the First Offering Date for
adjusting the Reserves, as well as the



                                       8
<PAGE>


price per share of Common Stock covered by each outstanding option, in the event
that the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, or in the event of the Company being consolidated with or merged into any
other corporation.

     15. NONASSIGNABILITY.

                  Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of an option or to receive shares
under this Plan may be assigned, transferred, pledged or otherwise disposed of
in any way (other than by will, the laws of descent and distribution or as
provided in SECTION 22) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be void and without effect.

     16. REPORTS.

                  Individual accounts will be maintained for each participant in
this Plan. Each participant shall receive promptly after the end of each
Purchase Period a report of his or her account setting forth the total payroll
deductions accumulated, the number of shares purchased, the per share price
thereof and the remaining cash balance, if any, carried forward to the next
Purchase Period or Offering Period, as the case may be.

     17. NOTICE OF DISPOSITION.

                  Each participant shall notify the Company in writing within
thirty (30) days after the disposition if the participant disposes of any of the
shares purchased in any Offering Period pursuant to this Plan if such
disposition occurs within two (2) years from the Offering Date or within one (1)
year from the Purchase Date on which such shares were purchased (the "NOTICE
PERIOD"). The Company may, at any time during the Notice Period, place a legend
or legends on any certificate representing shares acquired pursuant to this Plan
requesting the Company's transfer agent to notify the Company of any transfer of
the shares. The obligation of the participant to provide such notice shall
continue notwithstanding the placement of any such legend on the certificates.

     18. NO RIGHTS TO CONTINUED EMPLOYMENT.

                  Neither this Plan nor the grant of any option hereunder shall
confer any right on any employee to remain in the employ of the Company or any
Designated Subsidiary, or restrict the right of the Company or any Designated
Subsidiary to terminate such employee's employment.

     19. EQUAL RIGHTS AND PRIVILEGES.

                  All eligible employees shall have equal rights and privileges
with respect to this Plan so that this Plan qualifies as an "EMPLOYEE STOCK
PURCHASE PLAN" within the meaning of Section 423 or any successor provision of
the Code and the related regulations. Any provision of this Plan which is
inconsistent with Section 423 or any successor provision of the Code shall,
without further act or amendment by the Company, the Committee or the Board, be
reformed to



                                       9
<PAGE>


comply with the requirements of Section 423. This SECTION 19 shall take
precedence over all other provisions in this Plan.

     20. NOTICES.

                  All notices or other communications by a participant to the
Company under or in connection with this Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.

     21. TERM; STOCKHOLDER APPROVAL.

                  After this Plan is adopted by the Board, this Plan will become
effective on the First Offering Date (as defined in SECTION 5). This Plan shall
be approved by the stockholders of the Company, in any manner permitted by
applicable law, within twelve (12) months before or after the date this Plan is
adopted by the Board. No purchase of shares pursuant to this Plan shall occur
prior to such stockholder approval. This Plan shall continue until the earlier
to occur of (a) termination of this Plan by the Board (which termination may be
effected by the Board at any time), (b) issuance of all of the shares of Common
Stock reserved for issuance under this Plan, or (c) ten (10) years from the
adoption of this Plan by the Board.

     22. DESIGNATION OF BENEFICIARY.

         (a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
this Plan in the event of such participant's death subsequent to the end of an
Purchase Period but prior to delivery to him of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under this Plan in the event
of such participant's death prior to a Purchase Date.

         (b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under this Plan who is living at
the time of such participant's death, the Company shall deliver such shares or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares or cash to the
spouse or to any one or more dependents or relatives of the participant, or if
no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.

     23. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES.

                  Shares shall not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act, the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or automated
quotation system upon which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.



                                       10
<PAGE>


     24. APPLICABLE LAW.

                  This Plan will be governed by and construed in accordance with
the domestic laws of the State of New York, without giving effect to any choice
of law or conflicting provision or rule (whether of the State of New York, or
any other jurisdiction) that would cause the laws of any jurisdiction other than
the State of New York to be applied.

     25. AMENDMENT OR TERMINATION OF THIS PLAN.

                  The Board may at any time amend, terminate or extend the term
of this Plan, except that any such termination cannot affect options previously
granted under this Plan, nor may any amendment make any change in an option
previously granted which would adversely affect the right of any participant,
nor may any amendment be made without approval of the stockholders of the
Company obtained in accordance with SECTION 21 within twelve (12) months of the
adoption of such amendment (or earlier if required by SECTION 21) if such
amendment would: (a) increase the number of shares that may be issued under this
Plan; or (b) change the designation of the employees (or class of employees)
eligible for participation in this Plan. Notwithstanding the foregoing, the
Board may make such amendments to this Plan as the Board determines to be
advisable, if the continuation of this Plan or any Offering Period would result
in financial accounting treatment for this Plan that is different from the
financial accounting treatment in effect on the date this Plan is adopted by the
Board.

     26. ADDITIONAL RESTRICTIONS OF RULE 16b-3.

                  The terms and conditions of options granted hereunder to, and
the purchase of shares by, persons subject to Section 16 of the Exchange Act
shall comply with the applicable provisions of Rule 16b-3. This Plan shall be
deemed to contain, and such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.

                                    * * * * *



                                       11
<PAGE>


                                    EXHIBIT A


                               OPUS360 CORPORATION


                        2000 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT


       Original Application                               Enrollment Date: _____
- -----
       Change in Payroll Deduction Percentage
- -----
       Change of Beneficiaries
- -----


         1. ______________ hereby elects to participate in the 2000 Employee
Stock Purchase Plan (the "EMPLOYEE STOCK PURCHASE PLAN") of Opus360 Corporation
(the "COMPANY"), commencing with the Offering Period beginning on _________ __,
_____ (the "INITIAL OFFERING PERIOD"), and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the
Employee Stock Purchase Plan. Capitalized terms used herein and not otherwise
defined herein have the meanings assigned to them in the Employee Stock Purchase
Plan.

         2. I hereby authorize payroll deductions from each paycheck in the
amount of __% of my Compensation on each payday (from 1% to 15%), commencing
with the Initial Offering Period, in accordance with the Employee Stock Purchase
Plan. (Please note that no fractional percentages are permitted).

         3. I understand that said payroll deductions shall be accumulated for
the purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I understand
that if I do not withdraw from an Offering Period, any accumulated payroll
deductions will be used to automatically exercise my option to purchase shares
of Common Stock.

         4. I have received a copy of the complete Employee Stock Purchase Plan.
I understand that my participation in the Employee Stock Purchase Plan is in all
respects subject to its terms and conditions. I understand that my ability to
exercise the option under the Employee Stock Purchase Plan is subject to
stockholder approval of the Employee Stock Purchase Plan.

         5. Shares purchased for me under the Employee Stock Purchase Plan
should be issued in the name(s) of (employee or employee and spouse only):

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

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



<PAGE>


         6. I understand that if I dispose of any shares received by me pursuant
to the Employee Stock Purchase Plan within two (2) years after the Offering Date
of the Offering Period during which I purchased such shares or within one (1)
year after the Purchase Date on which I purchased such shares, I will be treated
for federal income tax purposes as having received ordinary compensation income
at the time of such disposition in an amount equal to the excess of the fair
market value of the shares on the disposition date over the price which I paid
for the shares. If I dispose of such shares at any time after expiration of the
two-year and one-year holding periods, I understand that I will be treated for
federal income tax purposes as having received ordinary income only to the
extent of an amount equal to the lesser of (i) the amount, if any, that the Fair
Market Value of the Common Stock on the Offering Date exceeds my purchase price,
or (ii) the amount, if any, by which the Common Stock's Fair Market Value at the
time of disposition exceeds the purchase price. The remainder of the gain or
loss, if any, recognized on such disposition will be treated as capital gain or
loss. I understand that this tax summary is only a summary and is subject to
change. I FURTHER UNDERSTAND THAT I SHOULD CONSULT A TAX ADVISOR CONCERNING THE
TAX IMPLICATIONS OF THE PURCHASE AND SALE OF STOCK UNDER THE EMPLOYEE STOCK
PURCHASE PLAN.

         7. I hereby agree to notify the Company in writing within 30 days after
the date of any disposition of shares if I dispose of any of the shares
purchased in any Offering Period pursuant to the Employee Stock Purchase Plan if
such disposition occurs within two (2) years from the Offering Date or within
one (1) year from the Purchase Date on which such shares were purchased, and I
will make adequate provision for federal, state or other tax withholding
obligations, if any, which arise upon the disposition of shares.

         8. The Company may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding obligation,
including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of shares by
me.

         9. I hereby agree to be bound by the terms of the Employee Stock
Purchase Plan. The effectiveness of this Subscription Agreement is dependent
upon my eligibility to participate in the Employee Stock Purchase Plan.

                            (continued on next page)



<PAGE>


         10. In the event of my death, I hereby designate the following as my
beneficiaries to receive all payments and shares due me under the Employee Stock
Purchase Plan:

<TABLE>
<S>                                                           <C>

NAME:         (Please print)                                  ------------------------------------------------
- ----                                                          (First)              (Middle)            (Last)



- -----------------------------------                           ------------------------------------------------
(Relationship)                                                (Address)



Employee's Social                                              -----------------------------------------------
Security Number:
- ----------------
                                                               -----------------------------------------------
Employee's Address:
- ------------------                                             -----------------------------------------------
</TABLE>



I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:
      -----------------------                 ----------------------------------
                                              Signature of Employee




                                              ----------------------------------
                                              Signature of Spouse (necessary if
                                              beneficiary is not spouse)



                                              ----------------------------------
                                              (Print name)


<PAGE>



                                    EXHIBIT B


                               OPUS360 CORPORATION


                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL


                  The undersigned hereby elects to withdraw his or her
participation in the 2000 Employee Stock Purchase Plan (the "PLAN") of Opus360
Corporation (the "COMPANY") for the Offering Period that began on ____________
___, _______. The undersigned hereby directs the Company to pay to him or her as
promptly as practicable all the payroll deductions credited to his or her
account under the Plan with respect to such Offering Period. The undersigned
understands and agrees that his or her option for such Offering Period shall be
automatically terminated. The undersigned also understands and agrees that no
further payroll deductions will be made for the purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement, subject to the further terms and conditions of the Plan.


Dated:
      --------------------            ----------------------------------------
                                      Signature of Participant


                                      ----------------------------------------
                                      Name and Address of Participant:


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


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


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



                                      ----------------------------------------
                                      Social Security Number of Participant




<PAGE>

                                                                   Exhibit 10.31



                                                                 EXECUTION COPY


                  EMPLOYMENT AGREEMENT dated as of March 23, 2000, between
OPUS360 CORPORATION, a Delaware corporation (the "COMPANY"), and DR. RAM
CHILLAREGE (the "EMPLOYEE").

                  WHEREAS, the Company desires to employ the Employee as the
Executive Vice President-Engineering of the Company; and

                  WHEREAS, the Employee desires to accept such employment by the
Company, on the terms and subject to the conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Employee hereby agree as
follows:

         SECTION 1.        EMPLOYMENT.

                  The Company hereby employs the Employee, and the Employee
hereby accepts employment by the Company, upon the terms and subject to the
conditions hereinafter set forth.

         SECTION 2.        TERM OF EMPLOYMENT.

                  The Employee's employment hereunder shall be for the period
commencing on March 24, 2000 (the "START DATE") and ending on the day
immediately prior to the third anniversary of the Start Date (the "BASE TERM");
PROVIDED, HOWEVER, unless earlier terminated pursuant to the provisions of
Sections 6, 7, 8 or 9 hereof, the Base Term shall be automatically renewed and
extended for successive one-year terms without further act of the parties (each,
a "RENEWAL TERM" and together with the Base Term, collectively, the "EMPLOYMENT
PERIOD"), unless either the Company or the Employee gives the other party hereto
at least 45 days prior written notice before the end of the Employment Period of
such party's intent not to renew this Agreement (each, a "RIGHT NOT TO EXTEND").


         SECTION 3.        DUTIES.

                  The Employee shall be employed as the Executive Vice
President-Engineering of the Company or in such other position as the Company
and the



<PAGE>


Employee shall agree in writing. The Employee shall report to the President of
the Company. The Employee shall perform such duties and services as are
appropriate and commensurate with the Employee's position as Executive Vice
President - Engineering of the Company and as are otherwise consistent in
stature and prestige with the position of Executive Vice President - Engineering
of a corporation with similar operations as the Company, and shall perform such
additional duties and services which are similarly consistent with such position
as may reasonably be assigned to him from time to time by the President. The
Employee shall be based in the New York City metropolitan area.

         SECTION 4.        TIME TO BE DEVOTED TO EMPLOYMENT.

                  (a) Except for three weeks vacation during each 12-month
period worked (in addition to public holidays), absences due to temporary
illness and time spent as a director in respect of a directorship held by the
Employee on or prior to the Start Date, the Employee shall devote substantially
all of his business time, attention and energies to the business and affairs of
the Company during the Employment Period.

                  (b) During the Employment Period, the Employee shall not
engage in any other business activity which conflicts with the duties of the
Employee hereunder, whether or not such activity is pursued for gain, profit or
other pecuniary advantage; PROVIDED, HOWEVER, to the extent not in conflict with
this Section 4, the Employee shall not be prohibited from (i) serving as an
officer, director, trustee or otherwise participating in purely educational,
welfare, social, charitable, religious and civic organizations, or (ii) managing
personal and family investments, in each case to the extent such activities (A)
do not interfere or conflict in any material respect with the performance of his
duties and responsibilities hereunder and (B) are conducted in accordance with
the limitations of Section 11. Except with the prior written approval of the
Board (excluding the Employee if he should be a member of the Board at the time
of such determination), which the Board of Directors of the Company (the
"BOARD") may grant or withhold in its sole and absolute discretion, the
Employee, during the Employment Period, will not serve on the board of directors
or similar body of any business entity other than the Company or any subsidiary
thereof (other than with respect to any directorship held by the Employee on or
prior to the Start Date, which directorships, if any, have been disclosed in
writing by the Employee to the Company).

         SECTION 5.        COMPENSATION; REIMBURSEMENT.


                                       2
<PAGE>


                  (a) During the Employment Period, the Company (or at the
Company's option, any subsidiary or affiliate thereof) shall pay to the Employee
an annual salary (the "BASE SALARY") of not less than $250,000, payable
semi-monthly. Such Base Salary will be reviewed at least annually and may be
increased by the Board or the Board's designee (excluding the Employee if he
should be a member of the Board at the time of such determination) in its sole
discretion. Effective as of any such increase, the Base Salary as so increased
shall be considered the new Base Salary for all purposes of this Agreement and
may not thereafter be reduced.

                  (b) The Employee shall be eligible to receive an annual bonus
of no less than one hundred thousand dollars ($100,000) during each calendar
year of the Employment Period (pro-rated for partial calendar years of
employment by the Company with such pro ration for the year 2000 to be made as
if the calendar year 2000 began on March 1, 2000) based upon his achievement of
performance criteria mutually agreed upon by the Employee and the Company. The
performance criteria for the first year of the Employment Period shall be
satisfied in the event that the Company achieves gross revenue of $15 million
for calendar year 2000. With respect to subsequent calendar years, it is
expected that the performance criteria will be based on increasing gross revenue
targets to be agreed upon within thirty (30) days after each anniversary of this
Employment Agreement and that such targets shall be consistent with and no
higher than the performance targets established for the Chief Executive Officer
of the Company for such calendar year.

                  (c) During the Employment Period and to the extent available
to senior executive officers of the Company, the Employee shall be entitled to
participate in all of the Company's benefit plans, pension and retirement plans,
life insurance, hospitalization and surgical and major medical coverages, sick
leave, vacation and holiday policies, long-term disability coverage and such
other fringe benefits enjoyed by other senior executive officers of the Company.
Notwithstanding anything to the contrary contained in this Section 5(c), at no
time during the Employment Period shall the long-term disability coverage and
life insurance benefits that the Company provides to the Employee be reduced to
a level below that being provided to the Employee as of the Start Date.

                  (d) The Company shall reimburse the Employee, in accordance
with the practice from time to time for other senior executive officers of the
Company, for all reasonable and necessary traveling expenses, disbursements and
other reasonable and necessary incidental expenses incurred by him for or on
behalf of the


                                       3
<PAGE>


Company in the performance of his duties hereunder upon presentation by the
Employee to the Company of appropriate vouchers.

                  (e) The Company shall grant the Employee, on the date of
grant, (i) an option (the "ISO") to purchase up to 30,000 shares of common stock
of the Company (the "Common Stock") pursuant to the terms and conditions of a
written option agreement between the Company and the Employee, the form of which
is attached hereto as EXHIBIT A (the "ISO AGREEMENT"), which shall contain all
of the terms and conditions of the ISO, and (ii) an option (the "NSO" and
together with the ISO, "OPTIONS") to purchase up to 470,000 shares of Common
Stock pursuant to the terms and conditions of a written option agreement between
the Company and the Employee, the form of which is attached hereto as EXHIBIT B
(the "NSO AGREEMENT" and together with the ISO Agreement, the "STOCK OPTION
AGREEMENTS"), which shall contain all of the terms and conditions of the NSO.
100,000 of Options shall vest on the date of grant and the remaining 400,000 of
Options shall vest over three years, 6/36 of such amount shall vest on the six
month anniversary of the date of grant and 1/36 of such amount shall vest each
month thereafter. The Company shall at least once each year commencing in 2001
consider the Employee for future annual or other grants of stock options and
other equity awards on at least the same basis as such options and equity awards
are granted to other senior executive officers. All references to share and
option numbers set forth herein assume and give effect to the 3-for-2 stock
split referred to in the Company's current Registration Statement on Form S-1,
consequently, actual option grants may reflect fewer shares if granted prior to
the consummation of the stock splits.

                  (f) The Employee authorizes the Company to deduct from any
amounts payable to him hereunder such sums as may be required to be deducted or
withheld under the provisions of any federal, state or local law or regulation
now in effect or hereafter put into effect during the term of this Agreement,
including, without limitation, social security and income withholding taxes.

         SECTION 6.        INVOLUNTARY TERMINATION.

                  (a) If the Employee is incapacitated or disabled by accident,
sickness or other cause so as to render him mentally or physically incapable of
performing the services required to be performed by him under this Agreement for
a period of 120 consecutive days or longer, or 150 days or longer during any 200
day period (such condition being herein referred to as a "DISABILITY"), prior to
the Employee resuming the performance of his duties as contemplated herein, the


                                       4
<PAGE>


Company may terminate the employment of the Employee under this Agreement (an
"INVOLUNTARY TERMINATION"). Until the Company or the Employee shall have
terminated the Employee's employment hereunder, the Employee shall be entitled
to receive his compensation and other benefits as set forth in this Agreement
notwithstanding any such Disability.

                  (b) Any determination as to whether the Employee is subject to
a physical or mental incapacity shall first be made by the Board (excluding the
Employee if he should be a member of the Board at the time of such
determination) in its good faith judgment; PROVIDED, HOWEVER, if any such
determination is disputed by the Employee, the matter shall be referred to a
licensed physician practicing within New York, New York or a 50-mile radius
thereof and selected by the Board and the Employee, and the determination of
Disability made by such physician shall be final and binding on both the
Employee and the Company. The Employee represents and warrants to the Company
that, to the best of his knowledge, he does not have a Disability as of the date
hereof.

                  (c) If the Employee dies during the Employment Period, his
employment hereunder shall be deemed to cease as of the date of his death, and
the termination of his employment occasioned thereby shall be deemed an
Involuntary Termination.

         SECTION 7.        TERMINATION FOR CAUSE OR WITHOUT CAUSE.

                  (a) The Company may terminate the Employee's employment
hereunder at any time during the Employment Period for "Cause" (a "TERMINATION
FOR CAUSE"). Prior to, and in connection with, any Termination for Cause, (1)
the President of the Company or his designee shall give written notice to the
Employee of the specific circumstances which may constitute the basis for a
Termination for Cause, (2) the Employee shall be provided with ten (10) days to
cure the basis for a Termination with Cause (but only if such basis is capable
of cure), and (3) the Board shall have determined, in its sole discretion (so
long as not arbitrary or capricious), by a vote of not less three-fourths (3/4)
of the Board (excluding the Employee if he should be a member of the Board at
the time of such determination) at a meeting called and held for such purpose,
after reasonable notice to the Employee and an opportunity for the Employee,
together with his counsel, to be heard before the Board, that the Company has
Cause to terminate the Employee's employment. For purposes of this Agreement,
"CAUSE" shall be limited to:


                                       5
<PAGE>


                           (i) the gross negligence or willful refusal or
         failure by the Employee to attempt to substantially perform the duties
         described in Section 3 (other than any failure resulting from an
         illness or other similar incapacity or disability);

                           (ii) the Employee's conviction of, or plea of nolo
         contendere to, misappropriation of funds, properties or assets of the
         Company, or any other act of fraud, theft or financial dishonesty
         involving the Company or its subsidiaries, or slander or libel
         concerning the Company or a material tort relating to his office or
         employment with the Company that has a material adverse effect on the
         Company;

                           (iii) the material breach by the Employee of the
         provisions of this Agreement including, without limitation, the
         covenants set forth in Sections 11 and 12 hereof;

                           (iv) the Employee's conviction of, or plea of nolo
         contendere to, a crime constituting a felony (other than a traffic
         violation) or any criminal act involving moral turpitude; or

                           (v) the Employee's inability to perform his duties as
         a result of alcohol or drug abuse, chronic alcoholism or drug
         addiction.

                  (b) The Company may terminate the Employee's employment
hereunder at any time during the Employment Period without "Cause" by providing
written notice of such termination to the Employee (a "TERMINATION WITHOUT
CAUSE") at least five days prior to such Termination Without Cause or pay in
lieu of such notice.

         SECTION 8.        TERMINATION FOR POOR OR INCOMPETENT PERFORMANCE.

                  The Company may not terminate the Employee's employment
hereunder at any time during the first year of the Base Term for the Employee's
poor or incompetent performance of his duties or responsibilities hereunder.
Thereafter, the Company may terminate the Employee's employment hereunder at any
time for poor or incompetent performance ("TERMINATION FOR POOR OR INCOMPETENT
PERFORMANCE"); provided that the Board shall have determined, in its sole
discretion (so long as not arbitrary or capricious), by a vote of not less
three-fourths (3/4) of the


                                       6
<PAGE>


Board (excluding the Employee if he should be a member of the Board at the time
of such determination) at a meeting called and held for such purpose, after
reasonable notice to the Employee and an opportunity for the Employee, together
with his counsel, to be heard before the Board, that the Employee's performance
hereunder has been poor or incompetent.

         SECTION 9.        TERMINATION FOR GOOD REASON OR BY RESIGNATION.

                  (a)      The Employee may terminate his employment hereunder
at any time during the Employment Period for "Good Reason."

                  (b)      For purposes of this Agreement:

                           (i) "GOOD REASON" means (A) a reduction in the title
         or any material reduction in the authority, duties, responsibilities,
         compensation, benefits or reporting line of the Employee from those on
         the Start Date, where such reduction or material reduction is not cured
         within 10 days after written notice thereof by the Employee to the
         Company, (B) a Change of Control, if (1) within one (1) year of such
         Change of Control the employment of the Employee is terminated by the
         Company for any reason, or (2) during the 30-day period commencing 6
         months after a Change of Control the Employee terminates his employment
         for any or no reason, (C) a material breach by the Company of this
         Agreement, which breach is incurable or otherwise not cured within 10
         days after written notice thereof by the Employee to the Company, (D)
         the failure of the Company to grant the Employee the Options pursuant
         to the Stock Option Agreements provided for in Section 5(e) of this
         Agreement, or (E) the failure of the Company to obtain a satisfactory
         agreement from any successor (whether direct or indirect, by purchase,
         merger, consolidation or otherwise) to all or substantially all of the
         business and/or assets of the Company to assume and agree to perform
         this Agreement to the same extent that the Company is required to
         perform it, in each case without the prior written consent or waiver of
         the Employee.

                           (ii) the Employee's continued employment shall not
         constitute consent to or a waiver of rights with respect to, any
         circumstances constituting Good Reason hereunder.


                                       7
<PAGE>


                           (iii) "CHANGE IN CONTROL" of the Company shall be
         deemed to have occurred if:

                                    (A) there shall be consummated (x) any
         consolidation or merger of the Company in which the Company is not the
         continuing or surviving corporation or pursuant to which shares of
         Common Stock would be converted into cash, securities or other
         property, other than a merger of the Company in which the holders of
         Common Stock immediately prior to the merger own a majority of the
         common stock of the surviving corporation immediately after the merger,
         or (y) any sale, lease, exchange or other transfer (in one transaction
         or a series of related transactions) of all, or substantially all, of
         the assets of the Company;

                                    (B) the stockholders of the Company approve
         any plan or proposal for the liquidation or dissolution of the Company;
         or

                                    (C) any person (as such term is used in
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
         amended (the "EXCHANGE ACT")), other than Ari B. Horowitz, shall become
         the beneficial owner (within the meaning of Rule 13d-3 under the
         Exchange Act) of 50% or more of the outstanding Common Stock.

                  (c) The Employee may terminate his employment hereunder at any
time during the Employment Period without "Good Reason" by providing written
notice of such termination to the Company (a "RESIGNATION") at least five days
prior to such Resignation.

         SECTION 10.       EFFECT OF TERMINATION OF EMPLOYMENT.

                  (a) TERMINATION FOR CAUSE OR BY RESIGNATION. Upon the
termination of the Employee's employment hereunder pursuant to a Termination For
Cause or a Resignation, neither the Employee nor his beneficiary or estate shall
have any further rights or claims against the Company under this Agreement
except to receive:


                                       8
<PAGE>

                           (i) any unpaid portion of the Base Salary provided
         for in Section 5(a), computed on a pro rata basis to the date of
         termination;

                           (ii) cash compensation equal to the product of (A)
         the number of days of accrued vacation, if any, accumulated by the
         Employee to the date of termination divided by 365 multiplied by (B)
         the Base Salary;

                           (iii) reimbursement for any expenses for which the
         Employee shall not have theretofore been reimbursed as provided in
         Section 5(d);

                           (iv) any bonus from the prior calendar year which has
         been earned but not yet paid; and

                           (v) all vested benefits under any compensation or
         employee benefit plan maintained by the Company, whether funded or
         unfunded, accrued through the date of termination.

                  (b) INVOLUNTARY TERMINATION. Upon the termination of the
Employee's employment hereunder pursuant to an Involuntary Termination, neither
the Employee nor his beneficiary or estate shall have any further rights or
claims against the Company under this Agreement except the right:

                           (i) to receive the payments and benefits, if any,
         equal to those provided for in Section 10(a) hereof;

                           (ii) to receive monthly cash severance payments in an
         amount equal to one-twelfth of the cash compensation (including Base
         Salary and bonus) received by the Employee during the 12-month period
         immediately prior to the date of termination under this subsection;
         PROVIDED, HOWEVER, that if such termination occurs prior to the date of
         payment of any bonus for calendar year 2000, the bonus amount for such
         calculation shall be deemed to be $87,500 (such monthly payments,
         "Monthly Severance"), for a period of twelve (12) months;


                                       9
<PAGE>


                           (iii) to be credited with one additional year of
         employment for purposes of calculating the Employee's vested interest
         in the Options and any other stock options and equity awards granted to
         the Employee during the Employment Period, which Options and other
         options shall vest according to their original schedule as if the
         Employee's employment hereunder had continued for twelve (12) months
         from the date of Involuntary Termination, and all such Options and
         other options shall be exercisable by the Employee for their full
         remaining term; and

                           (iv) in the case of termination due to a Disability,
         to receive all benefits pursuant to Section 5(c) above for a period of
         twelve (12) months following the date of such termination.

                  (c) TERMINATION WITHOUT CAUSE OR WITH GOOD REASON. Upon the
termination of the Employee's employment hereunder pursuant to a Termination
Without Cause or With Good Reason, neither the Employee nor his beneficiary or
estate shall have any further rights or claims against the Company under this
Agreement except the right:

                           (i) to receive the payments and benefits, if any,
         equal to those provided for in Section 10(a) hereof;

                           (ii) to receive Monthly Severance, for a period
         lasting the longer of (A) twelve (12) months, or (B) the remainder of
         the Base Term; PROVIDED, HOWEVER, that the Employee will not be
         entitled to any such payments in the event that the Employee becomes
         employed by another entity during the period that such payments would
         otherwise be due;

                           (iii) to become fully vested in all of the Options
         and any other stock options and equity awards granted to the Employee
         during the Employment Period, which Options and other options shall
         vest according to their original schedule as if the Employee's
         employment hereunder had continued until all such Options and other
         options had fully vested, and all such Options and other options shall
         be exercisable by the Employee for their full remaining term; and


                                       10
<PAGE>


                           (iv) to receive all benefits pursuant to Section 5(c)
         above for a period lasting the longer of (A) twelve (12) months from
         the date of Termination Without Cause or With Good Reason, or (B) the
         remainder of the Base Term; PROVIDED, HOWEVER, that the Employee will
         not be entitled to any such benefits in the event that the Employee
         becomes employed by another entity during the period that such benefits
         would otherwise be due.

                  (d) TERMINATION FOR POOR OR INCOMPETENT PERFORMANCE. Upon
termination of the Employee's employment hereunder pursuant to a Termination for
Incompetence or Non-Performance, neither the Employee nor his beneficiary or
estate shall have any further rights or claims against the Company under this
Agreement except the right:

                           (i) to receive payments and benefits, if any, equal
         to those provided for in Section 10(a) hereof;

                           (ii) to receive Monthly Severance, for a period of
         twelve (12) months; PROVIDED, HOWEVER, that the Employee will not be
         entitled to any such payments in the event that the Employee becomes
         employed by another entity during the period that such payments would
         otherwise be due; and

                           (iii) to be credited with twelve (12) additional
         months of employment for purposes of calculating the Employee's vested
         interests in the Options and any other stock options and equity awards
         granted to the Employee during the Employment Period, which options
         shall vest according to their original schedule as if the Employee's
         employment hereunder had continued for twelve (12) months from the date
         of the Termination for Poor or Incompetent Performance, and all such
         Options and other options shall be exercisable by the Employee for
         their full remaining term.

                           (iv) to receive all benefits pursuant to Section 5(c)
         above for a period of twelve (12) months following the date of such
         Termination for Poor or Incompetent Performance; PROVIDED, HOWEVER,
         that the Employee will not be entitled to any such benefits in the
         event that the Employee becomes employed by another entity during the
         period that such benefits would otherwise be due.


                                       11
<PAGE>


                  (e) TERMINATION BASED ON THE EMPLOYEE'S RIGHT NOT TO EXTEND.
Upon the termination of the Employee's employment hereunder pursuant to the
Employee's Right Not To Extend, neither the Employee nor his beneficiary or
estate shall have any further rights or claims against the Company under this
Agreement except the right to receive the payments and benefits, if any, equal
to those provided for in Section 10(a) hereof.

                  (f) TERMINATION BASED ON THE COMPANY'S RIGHT NOT TO EXTEND.
Upon the termination of the Employee's employment hereunder pursuant to the
Company's Right Not To Extend, neither the Employee nor his beneficiary or
estate shall have any further rights or claims against the Company under this
Agreement except the right:

                           (i) to receive the payments and benefits, if any,
         equal to those provided for in Section 10(a) hereof;

                           (ii) to receive Monthly Severance, for a period of
         twelve (12) months; PROVIDED, HOWEVER, that the Employee will not be
         entitled to any such payments in the event that the Employee becomes
         employed by another entity during the period that such payments would
         otherwise be due;

                           (iii) to become fully vested in all of the Options
         and any other stock options and equity awards granted to the Employee
         during the Employment Period, which Options and other options shall
         vest according to their original schedule for twelve (12) months from
         the date of Termination Based on the Company's Right Not To Extend, and
         all such Options and other options shall be exercisable by the Employee
         for their full remaining term; and

                           (iv) to receive all benefits pursuant to Section 5(c)
         above for a period of twelve (12) months following the date of the
         termination of the Employee's employment hereunder pursuant to the
         Company's Right Not To Extend; PROVIDED, HOWEVER, that the Employee
         will not be entitled to any such benefits in the event that the
         Employee becomes employed by another entity during the period that such
         benefits would otherwise be due.


                                       12
<PAGE>


                  (g) If the Employee's employment with the Company hereunder is
terminated pursuant to Sections 2, 6, 7, 8 or 9, the Employee shall not have the
obligation to mitigate his damages as a result of such termination.

                  (h) Any obligations of the Company to provide payments and
benefits to the Employee under this Section 10 are expressly conditioned on the
Employee's compliance with Sections 11 and 12 of this Employment Agreement.

                  (i) Except to the extent requested by the Board, upon the date
of termination, the Employee shall immediately resign all positions and
directorships with the Company and each subsidiary thereof.

         SECTION 11.       NON-COMPETITION; NON-SOLICITATION.

                  (a) In consideration of the compensation and other benefits to
be provided to the Employee hereunder, the Employee shall not, directly or
indirectly, for any reason whatsoever, during the Employment period and for a
period of one year following the Employee's Termination for any reason,
including without limitation Termination for Cause, Termination for Poor or
Incompetent Performance, Termination without Cause, Termination by Employee with
Good Reason, or Employee's Resignation:

                           (i) engage, become involved or acquire an interest in
         any Competitive Business (as hereinafter defined), whether such
         engagement, interest or involvement shall be as an employee, employer,
         manager, material investor, owner, consultant, lender, partner or other
         participant in any Competitive Business;

                           (ii) assist others in engaging in any Competitive
         Business in the manner described in the foregoing clause (i);

                           (iii) solicit or induce, or attempt to solicit or
         induce, employees of, consultants to, or independent contractors of,
         the Company or its subsidiaries to terminate their employment,
         engagement or affiliation with the Company or in any way interfere with
         the relationship between the Company or any of its subsidiaries, on the
         one hand, and any such employee of, consultant to, or independent
         contractor of the Company or any of its subsidiaries, on the other
         hand; or


                                       13
<PAGE>


                           (iv) knowingly employ or retain any such employee of,
         consultant to, or independent contractor of the Company or any of its
         subsidiaries during his or her employment, engagement or affiliation
         with the Company or any of its subsidiaries for a period of three
         months after the termination of such employee's, consultant's or
         independent contractor's employment, engagement or affiliation with the
         Company or any of its subsidiaries unless such retainer is not
         competitive, and does not interfere with, the simultaneous retention of
         such consultant or independent contractor by the Company.

                           (v) induce customers or vendors of the Company; or
         any independent knowledge workers or other information technology
         professionals, or end user organizations that have a business
         relationship with the Company, to alter or terminate their business
         relationship with the Company or any of its subsidiaries; PROVIDED,
         HOWEVER, that nothing contained in this Section 11 shall be deemed to
         prohibit the Employee from acquiring, directly or indirectly, solely as
         a passive investment, securities of any Competitive Business traded on
         any national securities exchange if the Employee is not a controlling
         person of, nor a member of a group which controls such person and does
         not, directly or indirectly, own 5% or more of any class of securities
         of such person. As used herein, the term "COMPETITIVE BUSINESS" shall
         mean any business which competes with the Company in the business of
         primarily providing labor resource management services or products
         relating to information technology professionals by means of
         business-to-business electronic commerce or any business or activity
         that is substantially the same as any business or activity conducted by
         the Company at any time during the Employee's employment with the
         Company within the geographic area that the Company is engaged in such
         business or activity as of the Start Date or upon such date that the
         Employee ceases to receive salary or severance payments from the
         Company (including, without limitation, any subsidiary thereof).

                  (b) Notwithstanding any other provision of this Agreement to
the contrary, any business activities engaged in by the Employee on behalf of,
or in connection with the Employee's employment by, or service as a director or
consultant to, any subsidiary or affiliate of the Company or in connection with
a directorship


                                       14
<PAGE>


held by the Employee on or prior to the Start Date, shall not be deemed to
violate the provisions of this Agreement.

                  (c) The Employee is aware that the services performed by him
for the Company are of a special, unique and intellectual character and
understands that the foregoing restrictions may limit his ability to earn a
livelihood in a Competitive Business, but he nevertheless believes that he has
received and will receive sufficient consideration and other benefits in
connection with his employment to clearly justify such restrictions which, in
any event, the Employee does not believe would prevent him from earning a
living. Nothing herein contained shall prohibit the Employee from engaging in a
business that is not a Competitive Business.

         SECTION 12.       NON-DISCLOSURE OF INFORMATION.

                  The Employee understands that he will have access to
Confidential Information relating to the Company and agrees that he will not, at
any time during or after the Employment Period, disclose to any person, firm,
corporation or other entity, except as required by law, any Confidential
Information concerning the business, clients or affairs of the Company or any
subsidiary or affiliate thereof, or of any person which the Company or any of
its subsidiaries is under an obligation to keep secret or confidential, for any
reason or purpose whatsoever other than in furtherance of the Employee's good
faith performance of his duties as an employee of the Company, nor shall the
Employee make use of any of such Confidential Information for his own purpose or
for the benefit of any person, firm, corporation or other business entity except
the Company or any subsidiary or affiliate thereof. For purposes of this
Agreement, "CONFIDENTIAL INFORMATION" shall include, without limitation,
products or services, fees, costs, pricing schedules, designs, analyses,
drawings, photographs, reports, computer software and hardware (including
operating systems, applications and program listings), customers and clients,
customer and client lists, marketing plans and related information, sales plans
and related information, operating policies and manuals, business plans,
financial records or practice management methods, inventions, devices, new
developments, methods and processes, technology or trade secrets, know-how or
techniques, whether patentable or unpatentatable and whether or not reduced to
practice, and all similar and related information in whatever form.


                                       15
<PAGE>


         SECTION 13.       COMPANY RIGHT TO INVENTIONS AND BUSINESS
                           OPPORTUNITIES.

                  (a) The Employee shall promptly disclose, grant and assign to
the Company for its sole use and benefit any and all (i) discoveries,
developments, designs, improvements, inventions, formulae, processes,
techniques, computer programs, strategies, know-how and data, whether or not
patentable or registerable under patent, copyright, trademark or similar
statutes, together with all patent applications, patents, copyrights, copyright
applications, trademarks, trademark applications and any reissues thereof that
may at any time be granted for or upon any such inventions (the "INVENTIONS") or
(ii) business opportunities relating to the actual or anticipated business of
the Company or any of its subsidiaries ("BUSINESS OPPORTUNITY"), presented to or
learned by the Employee during the period of the Employee's employment with the
Company prior to any termination of employment (whether or not during usual
working hours).

                  (b) The Employee shall promptly, without charge and at the
expense of the Company, at all times hereafter execute and deliver such
applications, assignments, descriptions and other instruments as may be
reasonably necessary or proper in the reasonable opinion of the Company to (i)
vest title to and enforce patents, copyrights, trademarks, improvements,
technical information and methods and other rights and protections relating to
the Inventions and (ii) to assign or otherwise establish such ownership of the
Company in all rights in or to such Business Opportunities, and to enable the
Company to obtain and maintain the entire right and title thereto in any and all
countries; and

                  (c) The Employee shall render to the Company at its expense
(including a reasonable payment for the time involved in case he is not then in
its employ) all such assistance as it may reasonably require at times and
locations agreed to by the Company and the Employer in the (i) prosecution of
applications for the Inventions, in the prosecution or defense or interferences
which may be declared involving the Inventions and in any litigation in which
the Company may be involved relating to the Inventions, each including, without
limitation, the execution of assignments, consents, powers of attorney,
applications and other instruments and the giving of testimony in support
thereof or (ii) confirmation and protection of such ownership of the Company in
all rights in or to any Business Opportunities, PROVIDED, HOWEVER, that such
assistance shall not interfere with the Employee's employment or business
activities.


                                       16
<PAGE>


                  (d) The Employee shall deliver to the Company at the
termination of the Employment Period, or upon the request of the Company, at any
time, all memoranda, notes, plans, records, reports, computer tapes and software
and other documents and data (and copies thereof) relating to the Confidential
Information, Inventions, Business Opportunities or the business of the Company
or any of its subsidiaries, which he may then possess or have under his control,
regardless of the location or form of such material and, if requested by the
Company, shall provide the Company with written confirmation that all such
materials have been delivered to the Company.

         SECTION 14.       ENFORCEMENT.

                  It is the desire and intent of the parties hereto that the
provisions of this Agreement shall be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated to be invalid or unenforceable, such provision
shall be deemed amended to delete therefrom the portion thus adjudicated to be
invalid or unenforceable, such amendment to apply only with respect to the
operation of such provision in the particular jurisdiction in which such
adjudication is made; PROVIDED, HOWEVER, that if any one or more of the
provisions contained in this Agreement shall be adjudicated to be invalid or
unenforceable because such provision is held to be excessively broad as to
duration, geographical scope, activity or subject, such provision shall be
deemed amended by limiting and reducing it so as to be valid and enforceable to
the maximum extent compatible with the applicable laws of such jurisdiction,
such amendment to apply only with respect to the operation of such provision in
the particular jurisdiction in which such adjudication is made.

         SECTION 15.       EXCISE TAXES.

                  To the extent that any of the payments and benefits provided
for in this Agreement or otherwise payable to the Employee constitute "parachute
payments" within the meaning of Section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), and, but for this Section 15, would be subject to
the excise tax imposed by Section 4999 of the Code, then the Employee's benefits
under this Agreement shall be payable either (i) in full or (ii) to such lesser
amount as would result in no portion of severance payments being subject to
excise tax under Section 4999 of the Code, which ever of the foregoing amounts,
taking into account the applicable federal, state and local income taxes and
excise tax imposed by Section


                                       17
<PAGE>


4999, results in the receipt by the Employee on an after tax basis of the
greatest amount of severance benefits provided pursuant to this Agreement,
notwithstanding that all or some portion of such severance benefits may be
taxable under Section 4999 of the Code. Unless the Company and the Employee
otherwise agree in writing, any determination required under this Section shall
be made in writing by an independent public accounting firm selected by the
Employee and reasonably acceptable to the Company other than that used by the
Company (the Accountants), whose determination shall be conclusive and binding
upon the Employee and the Company for all purposes. For purposes of making the
calculations required by this Section 15, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Section
280G and 4999 of the Code. The Company and the Employee shall furnish to the
Accountants such information as the Accountants may reasonably request in order
to make a determination under this Section 15 The Company shall bear all costs
the Accountants may reasonably incur in connection with any calculations
contemplated by this Section 15.

         SECTION 16.       REMEDIES; SURVIVAL.

                  (a) The Employee acknowledges and understands that the
provisions of this Agreement are of a special and unique nature, the loss of
which cannot be accurately compensated for in damages by an action at law, and
that the breach of the provisions of this Agreement would cause the Company
irreparable harm. In the event of a breach by the Employee of the provisions of
Section 11, 12, or 13 hereof, the Company shall be entitled to an injunction
restraining him from such breach; PROVIDED, HOWEVER, nothing herein contained
shall be construed as prohibiting the Company from pursuing any other remedies
available for any breach of this Agreement.

                  (b) Notwithstanding anything contained in this Agreement to
the contrary, the provisions of Sections 9 through 18, including this Section
16, shall survive the expiration or other termination of this Agreement until,
by their terms, such provisions are no longer operative.

                  (c) It is understood and agreed that the provisions of
Sections 11, 12 and 13 of this Agreement are separate and distinct from any
other agreement between the parties hereto. Accordingly, in the event of a
breach of such provisions, the breaching party shall only be held responsible
for damages arising under such


                                       18
<PAGE>


provisions and not for any damages which may be claimed to arise under or with
respect to any other agreement that is not separately breached.

         SECTION 17.       NOTICES.

                  All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given or made when (i) delivered
personally to the recipient, (ii) transmitted by facsimile or electronic mail
(with hard copy sent to the recipient by reputable overnight courier service
(charges prepaid) that same day and, in the latter case, with receipt
acknowledged by the recipient by return electronic mail) if faxed or e-mailed
before 5:00 p.m. (New York City time) on a Business Day, and otherwise on the
next Business Day (as hereinafter defined), (iii) two Business Days after being
sent to the recipient by reputable overnight courier service (charges prepaid),
or (iv) five Business Days after being sent to the recipient by registered or
certified mail (postage prepaid and return receipt requested). The term
"BUSINESS DAY" shall mean any day, other than a Saturday, Sunday or other day on
which banking institutions in the State of New York are authorized or obligated
by law or executive order to close. Such notices, demands and other
communications shall be sent to the address for such recipient as set forth
below (or to such other address or to the attention of such other person as the
recipient party has specified by like notice):

                           (i)      if to the Company, to:

                                    Opus360 Corporation
                                    39 West 13th Street, 3rd Floor
                                    New York, New York 10011
                                    Attention: Ari B. Horowitz
                                    Telephone: (212) 301-2280
                                    Facsimile: (212) 599-8481
                                    E-Mail:  [email protected]

         with a copy (which shall not constitute notice) to:

                                    O'Sullivan Graev & Karabell, LLP
                                    30 Rockefeller Plaza
                                    New York, NY 10012
                                    Attention: John J. Suydam
                                    Telephone: (212) 408-2471


                                       19
<PAGE>


                                    Facsimile: (212) 728-5950
                                    E-Mail:  [email protected]

                           (ii)     and, if to the Employee, to:

                                    Dr. Ram Chillarege
                                    210 Husted Avenue
                                    Peekskill, NJ 10566
                                    Telephone: (914) 739-2826
                                    E-Mail:  [email protected]

         with a copy to:

                                    Mount & Stoelker
                                    Riverpark Tower, Suite 1650
                                    333 West San Carlos Street
                                    San Jose, CA 95110
                                    Attention:  Kathryn M. Ehrman, Esq.
                                    Telephone:  (408) 279-7000
                                    Facsimile:  (408) 998-1473
                                    E-Mail:  [email protected]

         SECTION 18.       GENERAL PROVISIONS.

                  (a) BINDING AGREEMENT. This Agreement shall inure to the
benefit of and be enforceable by the Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees and
devisees. If the Employee should die while any amount would still be payable to
him hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the beneficiary designated by the Employee in a writing delivered to the
Company, or if there be no such designated beneficiary, to his estate.

                  (b) GOVERNING LAW AND CHOICE OF JURISDICTION AND VENUE. THE
PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND
FULLY PERFORMED WITHIN THE STATE OF NEW YORK BY RESIDENTS OF THE


                                       20
<PAGE>


STATE OF NEW YORK. WITH RESPECT TO ANY LAWSUIT OR PROCEEDING BROUGHT WITH
RESPECT TO THIS AGREEMENT, EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK OR FEDERAL
COURT OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK, (II) WAIVES ANY
OBJECTION IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY PROCEEDING
BROUGHT IN ANY SUCH COURT, (III) WAIVES ANY CLAIM THAT SUCH PROCEEDING HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM, AND (IV) FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDINGS, THAT SUCH COURT DOES NOT HAVE JURISDICTION
OVER SUCH PARTY.

                  (c) WAIVER OF BREACH. The waiver by either party of a breach
of any provision of this Agreement by the other party must be in writing and
shall not operate or be construed as a waiver of any subsequent breach by such
other party.

                  (d) COMPLETE AGREEMENT; AMENDMENTS; PRIOR AGREEMENTS. This
Agreement amends and restates the Existing Employment Agreement in its entirety
and this Agreement, together with the Stock Option Agreements and the other
agreements referred to herein contain the entire agreement between the parties
with respect to the subject matter contained herein and supersede all prior
agreements or understandings written or oral between the parties with respect
thereto. The parties hereto hereby forever release any and all rights under the
Existing Employment Agreement. This Agreement may not be amended, supplemented,
canceled or discharged except by written instrument executed by both parties
hereto.

                  (e) COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

                  (f) BUSINESS DAYS. If any time period for giving notice or
taking action hereunder expires on a day which is not a Business Day, the time
period for giving notice or taking action shall be automatically extended to the
immediately following Business Day.

                  (g) HEADINGS. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


                                       21
<PAGE>


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

                  (i) ASSIGNMENT. With respect to the Employee, this Agreement
is personal in its nature and the Employee shall not assign or transfer this
Agreement or any rights or obligations hereunder. The Company may in its sole
discretion assign or otherwise transfer this Agreement and the provisions hereof
(including, without limitation, Sections 11, 12 and 13) shall inure to the
benefit of, and be binding upon, each successor of the Company, whether by
merger, consolidation, transfer of all or substantially all assets, or
otherwise.

                  (j) NOUNS AND PRONOUNS. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice-versa.

                  (k) CONSTRUCTION. Where specific language (such as the word
"INCLUDING") is used to clarify by example a general statement contained herein,
such specific language shall not be deemed to modify, limit or restrict in any
manner the construction of the general statement to which it relates. The
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party hereto. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

                  (l) DELIVERY BY FACSIMILE. This Agreement, the agreements
referred to herein, and each other agreement or instrument entered into in
connection herewith or therewith or contemplated hereby or thereby, and any
amendments or supplements hereto or thereto, to the extent signed and delivered
by means of a facsimile machine, shall be treated in all manner and respects as
an original agreement or instrument and shall be considered to have the same
binding legal effect as if


                                       22
<PAGE>


it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall reexecute original forms thereof and deliver them to all
other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine as a defense to the formation or enforceability of a
contract and each such party forever waives any such defense.

                  (m) INDEMNIFICATION. The Company shall indemnify the Employee
to the fullest extent permitted by applicable law and its certificate of
incorporation and by-laws against all costs, charges and expenses incurred or
sustained by the Employee in connection with his employment with the Company,
other than as a result of actions taken by him in bad faith or due to his gross
negligence. This indemnification obligation shall survive termination of this
Agreement. In addition, during the Employment Period, the Company shall continue
to maintain, and shall cover the Employee under, its Directors and Officers
Liability Insurance and Errors and Omissions Insurance at coverage levels which
are no less than those currently in effect.

                  (n) COSTS AND EXPENSES OF AGREEMENT. All reasonable costs and
expenses (including fees and disbursements of counsel) incurred by the Employee
in negotiating the terms and conditions of this Agreement or any agreements
ancillary to this Agreement shall be promptly reimbursed to the Employee by the
Company together with a tax gross-up payment to cover all taxes due on such
payment upon submission of an invoice therefor.

                  (o) ARBITRATION. Prior to the commencement of any legal action
to enforce any provision of this Agreement or to resolve any dispute arising
under this Agreement, the Company and the Employee agree to notify the other for
the purpose of determining whether the parties will agree to submit any such
dispute to mediation or arbitration on mutually agreeable terms; PROVIDED,
HOWEVER, that the Company does not need to notify the Employee of its intent to
file a legal action for a breach of Sections 12 or 13 hereof, nor must the
Company seek to mediate or arbitrate any such dispute. Nothing in this Section
18(o) shall require the parties to mediate or arbitrate any disputes arising
under this Employment Agreement.

                                      * * *


                                       23
<PAGE>


                  IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as of the date first above written.

                                    OPUS360 CORPORATION

                                    By:    /s/ Mary Anne Walk
                                       ---------------------------
                                    Name:   Mary Anne Walk
                                    Title:  Senior Vice President
                                            Human Resources



                                        /s/ Dr. Ram Chillarege
                                    ------------------------------
                                    DR. RAM CHILLAREGE


                                       24
<PAGE>


                                    EXHIBIT A

                                  ISO AGREEMENT

                                    [TO COME]


                                       25
<PAGE>


                                    EXHIBIT B

                                  NSO AGREEMENT

                                    [TO COME]


                                       26

<PAGE>

                                                                   EXHIBIT 10.32

                                                                  EXECUTION COPY

         NON-STATUTORY OPTION AGREEMENT dated as of March 23, 2000 (the
"AGREEMENT"), by and between OPUS360 CORPORATION, a Delaware corporation (the
"COMPANY"), and DR. RAM CHILLAREGE (the "OPTIONEE")

         As a material inducement to the Optionee to enter into the Employment
Agreement (as defined below), the Company, acting through its Board of Directors
or a committee thereof, grants to the Optionee as of the Grant Date an option to
purchase shares ("SHARES") of the Company's Common Stock (as defined below) on
the terms and subject to the conditions set forth in this Agreement. Certain
definitions used herein are set forth in Section 10 hereto. This Agreement is
the "NSO AGREEMENT" referred to in Section 5(e)(ii) of the Employment Agreement.

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

SECTION 1.        OPTION; OPTION PRICE.

(a) On the terms and subject to the conditions of this Agreement, the Company
hereby grants the Optionee as of the Grant Date the option (the "OPTION") to
purchase (i) up to 100,000 Shares (as adjusted from time to time to reflect any
Adjustment Event, the "OPTION 1 SHARES") at a price of $5.00 per Share (as
adjusted from time to time to reflect any Adjustment Event, the "OPTION 1
PRICE"), (ii) up to 150,000 Shares (as adjusted from time to time to reflect any
Adjustment Event, the "OPTION 2 SHARES") at a price of $5.00 per Share (as
adjusted from time to time to reflect any Adjustment Event, the "OPTION 2
PRICE") and (iii) up to 220,000 Shares (as adjusted from time to time to reflect
any Adjustment Event, the "OPTION 3 SHARES" and together with the Option 1
Shares and the Option 2 Shares, the "OPTION SHARES") at a price of $10.00 per
Share (as adjusted from time to time to reflect any Adjustment Event, the
"OPTION 3 PRICE" and together with the Option 1 Price and the Option 2 Price,
the "OPTION PRICE"). The Option is NOT intended to qualify for federal income
tax purposes as an "incentive stock option" within the meaning of Section 422 of
the Code.

(b) Any changes to the number of the Option Shares and the Option Price based on
an Adjustment Event shall be made by the Board in good faith and shall be
binding on and conclusive to the Optionee. In the event that the Grant Date
precedes the date of the Current 3-for-2 Stock Split (as defined herein), the
Option Shares and Option Prices shall be recalculated by (i) dividing the Option
Shares and Option Prices, respectively, by 3, (ii) multiplying such resulting
Option Shares and Option Prices, respectively, by 2 and (iii) then adjusting
such resulting Option Shares and Option Prices, respectively, according to
Section 9 of the Plan.

SECTION 2.        TERM.

         The term of the Option (the "TERM") shall commence on March 24, 2000
(the "GRANT DATE") and shall expire at 5:00 p.m., New York time, on March 24,
2010, unless the Optionee's employment with the Company shall have theretofore
been terminated for Cause, in which case the Option shall terminate as of the
effective date of such termination of employment.


<PAGE>


SECTION 3.        TIME OF EXERCISE.

         (a) Unless accelerated in the sole discretion of the Compensation
Committee, the Option shall become exercisable, if at all, for the number of the
Option Shares determined in accordance with the provisions of this Section 3.

         (b) The Option with respect to all of the Option 1 Shares shall become
exercisable on the Grant Date.

         (c) The Option with respect to the Option 2 Shares shall become
exercisable on the dates and in the numbers determined in accordance with the
following schedule:

<TABLE>
<CAPTION>

                                                                     Portion of Option 2
         Vesting Date                                                    Shares Vested
         ------------                                                    -------------
<S>                                                                        <C>
         Six-month anniversary of the Grant Date                           6/36
         Each month thereafter for 30 months                               1/36
</TABLE>

         (d) The Option with respect to the Option 3 Shares shall become
exercisable on the dates and in the numbers determined in accordance with the
following schedule:

<TABLE>
<CAPTION>

                                                                     Portion of Option 3
         Vesting Date                                                    Shares Vested
         ------------                                                    -------------
<S>                                                                        <C>
         Six-month anniversary of the Grant Date                           6/36
         Each month thereafter for 30 months                               1/36
</TABLE>

         (e) Upon the termination of the Optionee's employment with the Company
all vesting shall cease and the Option shall only be exercisable as to the
Vested Shares at the time of such termination and shall thereafter be
exercisable for the period provided in the Agreement or in the Plan (as if this
Option was an Option under the Plan) PROVIDED THAT:

                  (i) upon the termination of the Optionee's employment with the
         Company pursuant to an Involuntary Termination the Optionee will be
         credited with 12 additional months' employment after such termination
         and the Option shall continue to vest according to the vesting schedule
         set forth herein for such 12-month period, and shall be exercisable by
         the Optionee until the end of the Term;

                  (ii) upon the termination of the Optionee's employment with
         the Company without Cause or with Good Reason, the Option shall
         continue to vest according to the vesting schedule set forth herein
         until fully vested as if the Optionee's employment had continued until
         the Option had fully vested, and shall be exercisable by the Optionee
         until the end of the Term;

                  (iii) upon the termination of the Optionee's employment with
         the Company because of Poor or Incompetent Performance, the Optionee
         will be credited with 12 additional months' employment after such
         termination and the Option shall continue to



                                       2
<PAGE>


         vest according to the vesting schedule set forth herein for such
         12-month period, and shall be exercisable by the Optionee until the end
         of the Term; and

                  (iv) upon the termination of the Optionee's employment with
         the Company pursuant to the Company's Right Not To Extend, the Option
         shall continue to vest according to the vesting schedule set forth
         herein for 12 months following the effective date of such termination,
         and shall be exercisable by the Optionee until the end of the Term.

         (f) Following the termination of the Optionee's employment with the
Company for any reason other than for Cause, vesting pursuant to subparagraph
(i) through (iv) of Section 3(e) and exercisability of the Option shall be
conditioned on the Optionee's compliance with Sections 11 and 12 of the
Employment Agreement.

SECTION 4.        PROCEDURE FOR EXERCISE.

         (a) The Option may be exercised with respect to Vested Shares, from
time to time, in whole or in part (but for the purchase of whole Shares only),
by delivery of a written notice (the "EXERCISE NOTICE") from the Optionee to the
Secretary of the Company, which Exercise Notice shall:

                  (i) state that the Optionee elects to exercise the Option;

                  (ii) state the number and type (e.g., Option 1 Shares or
         Option 2 Shares) of Vested Shares with respect to which the Optionee is
         exercising the Option (the "OPTIONED SHARES");

                  (iii) state the method of payment for the Optioned Shares;

                  (iv) include any representations of the Optionee required
         under Section 6; and

                  (v) state the date upon which the Optionee desires to
         consummate the purchase of such Vested Shares (which date must be prior
         to the termination of the Option).

         (b) Payment of the Option Price for the Vested Shares to be purchased
on the exercise of the Option may be made in one of the following forms:

                  (i) cash or personal or certified check payable to the
         Company;

                  (ii) the surrender of previously acquired Shares that have
         been held by the Optionee for at least six months prior to the date of
         surrender;

                  (iii) with respect to the Option 1 Shares only, by authorizing
         the Company to withhold a number of Shares otherwise issuable pursuant
         to the exercise of the Option; or



                                       3
<PAGE>


                  (iv) following such time as the Common Stock is registered
         under the Securities Act, through a broker cashless exercise procedure
         approved by the Company, which approval shall not be unreasonably
         denied.

The Company hereby agrees that it shall use its commercially reasonable efforts
to assist the Optionee in obtaining financing to pay the Option Price and in the
event that the Optionee borrows funds to pay the Option Price, the Company shall
guarantee such Optionee loan.

         (c) The Company shall be entitled to require as a condition of delivery
of the Option Shares that the Optionee remit or, in appropriate cases, agree to
remit when due an amount sufficient to satisfy all current or estimated future
federal, state and local income tax withholding and the employee's portion of
any employment taxes related thereto. Such withholding obligation may be paid in
one of the following forms:

                  (i) in cash or personal or certified check payable to the
         Company;

                  (ii) the surrender of previously acquired Shares that have
         been held by the Optionee for at least six months prior to the date of
         surrender; or

                  (iii) with respect to the Option 1 Shares only, by authorizing
         the Company to withhold a number of Shares otherwise issuable pursuant
         to the exercise of the Option, PROVIDED, HOWEVER, that in such event,
         the number of shares to be so withheld shall be calculated using the
         minimum statutory withholding rates for federal and state tax purposes,
         including payroll taxes, that are applicable to the taxable event then
         applicable to the Option;

                  (iv) following such time as the Common Stock is registered
         under the Securities Act, through a broker cashless exercise procedure
         approved by the Company, which approval shall not be unreasonably
         denied.

                  (v) The Company hereby agrees that it shall use its
         commercially reasonable efforts to assist the Optionee in obtaining
         financing to pay the withholding obligation and in the event that the
         Optionee borrows funds to satisfy such withholding obligation, the
         Company shall guarantee such Optionee loan.

         (d) The Optionee shall deliver to the Company a copy of any election
filed by the Optionee with the Internal Revenue Service (the "IRS") under
Section 83(b) of the Code no later than 30 days following the filing of such
election with the IRS.

SECTION 5.        NO RIGHTS AS A HOLDER OF OPTION SHARES.

                  The Optionee shall not have any rights or privileges of a
stockholder of the Company with respect to the Option Shares until the date of
payment for such Option Shares pursuant to the exercise of the Option.



                                       4
<PAGE>


SECTION 6.        ADDITIONAL PROVISIONS RELATED TO EXERCISE.

                  In the event of the exercise of the Option at a time when
there is not in effect a registration statement under the Securities Act
relating to the Option Shares, the Optionee hereby represents and warrants, and
by virtue of such exercise shall be deemed to represent and warrant, to the
Company that the Option and the Option Shares are being acquired for investment
only and not with a view to the distribution thereof, and the Optionee shall
provide the Company with such further representations and warranties as the
Board may require in order to ensure compliance with applicable federal and
state securities, "blue sky" and other laws. No Option Shares shall be purchased
upon the exercise of the Option unless and until the Company and the Optionee
shall have complied with all applicable federal or state registration, listing
and qualification requirements and all other requirements of law or of any
Government Entity having jurisdiction. Each of the Company and the Optionee
shall use reasonable efforts to comply with all applicable federal or state
registration, listing and/or qualification requirements and all other
requirements of law or of any Governmental Entity having jurisdiction in
connection with the exercise of the Option.

SECTION 7.        RESTRICTION ON TRANSFER OF OPTION AND OPTION SHARES.

         (a) The Option may not be Transferred by the Optionee except by the
laws of descent and distribution and may be exercised during the lifetime of the
Optionee only by the Optionee; PROVIDED, HOWEVER, that the Option may be
Transferred by the Optionee during his lifetime to a member of his immediate
family or to a trust established for the benefit of an immediate family member.
If the Optionee dies, the Option shall thereafter be exercisable, during the
period specified in Section 3, by the Optionee's Representatives to the full
extent to which the Option was exercisable by the Optionee at the time of his
death, subject to and in accordance with the provisions of Sections 3 and 4. The
Option shall not be subject to execution, attachment or similar process. Any
attempted Transfer of the Option contrary to the provisions hereof, and the levy
of any execution, attachment or similar process upon the Option, shall be null
and void and without effect.

         (b) Prior to the consummation of the initial public offering of the
Company's Common Stock (the "IPO"), the Option Shares may not be Transferred by
the Optionee without the prior written consent of the Company. The Optionee
agrees to sign the Lock-Up Agreement in connection with the IPO substantially in
the form signed by all executive officers.

SECTION 8.        RESTRICTIVE LEGEND.

         (a) All certificates representing Option Shares issued upon exercise of
the Option shall bear a legend (the "RESTRICTIVE LEGEND") substantially as set
forth below:

        "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
        REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
        (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY
        NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
        EXCEPT PURSUANT TO AN



                                       5
<PAGE>


         EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
         FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
         SECURITIES LAWS."

         (b) The Restrictive Legend shall be removed from a certificate
representing Option Shares if such Securities are sold pursuant to an effective
registration statement under the Securities Act or there is delivered to the
Company such satisfactory evidence, which may include an opinion of independent
counsel, as reasonably may be requested by the Company, to confirm that neither
such legend nor the restrictions on transfer set forth therein are required to
ensure that transfers of such shares will not violate the registration and
prospectus delivery requirements of the Securities Act.

SECTION 9.        OPTIONEE'S EMPLOYMENT.

                  Nothing contained in this Agreement or in the Option shall
confer upon the Optionee any right to continue in the employ of the Company or
any of its Subsidiaries or interfere in any way with the right of the Company or
any of its Subsidiaries to terminate the Optionee's employment or to increase or
decrease the Optionee's compensation at any time. The foregoing shall not be
construed to modify the Optionee's rights under the Employment Agreement or any
other agreement between the Optionee on the one hand and the Company or any
Subsidiary on the other hand.

SECTION 10.       DEFINITIONS.

                  As used in this Agreement, the following terms have the
meanings set forth below:

                  "ADJUSTMENT EVENT" means any increase or decrease in the
number of issued shares of Common Stock resulting from a stock dividend or
distribution, stock split, reverse stock split, reclassification or combination
or other similar PRO RATA recapitalization event affecting the Common Stock or
any other increase of decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company, including, without
limitation, the Current 3-for-2 Stock Split.

                  "BOARD" means the Board of Directors of the Company.

                  "BUSINESS DAY" means any day, other than a Saturday, Sunday or
a day on which Banking institutions in the State of New York are authorized or
obligated by law or executive order to close.

                  "CAUSE" has the meaning assigned to such term in the
Employment Agreement.

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.



                                       6
<PAGE>


                  "COMMON STOCK" means the common stock, $.001 par value per
share, of the Company.

                  "COMPANY'S RIGHT NOT TO EXTEND" has the meaning assigned to
such term in the Employment Agreement.

                  "CURRENT 3-FOR-2 STOCK SPLIT" the Company's proposed 3-for-2
common stock split to be effected before the completion of the IPO.

                  "EMPLOYMENT AGREEMENT" means the Employment Agreement, dated
as of March 23, 2000, by and between the Company and the Optionee.

                  "GOOD REASON" has the meaning assigned to such term in the
Employment Agreement.

                  "GOVERNMENTAL ENTITY" means any government or political
subdivision or department thereof, any governmental or regulatory body,
commission, board, bureau, agency or instrumentality, or any court or arbitrator
or alternative dispute resolution body, in each case whether federal, state,
local or foreign.

                  "INVOLUNTARY TERMINATION" has the meaning assigned to such
term in the Employment Agreement.

                  "NASDAQ" means The National Association of Securities Dealers,
Inc. Automated Quotation System.

                  "OPTIONEE" has the meaning assigned to such term in the
caption to this Agreement.

                  "OPTIONEE'S RIGHT NOT TO EXTEND" shall have the meaning
assigned to "Employee's Right Not To Extend" in the Employment Agreement.

                  "PERSON" shall be construed as broadly as possible and shall
include an individual, a corporation, a company, an association, a joint stock
company, a partnership (including a limited liability partnership), a limited
liability company, a joint venture, a trust or an unincorporated organization
and a Governmental Entity.

                  "PLAN" shall mean the Company's 2000 Stock Option Plan.

                  "POOR OR INCOMPETENT PERFORMANCE" has the meaning assigned to
such term in the Employment Agreement.

                  "REPRESENTATIVES" means, with respect to the Optionee, the
Optionee's assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as determined from
time to time.

                  "RESIGNATION" has the meaning assigned to such term in the
Employment Agreement.



                                       7
<PAGE>


                  "SEC" means the United States Securities and Exchange
Commission.

                  "SECURITIES" means, with respect to any Person, such Person's
"securities," as defined in Section 2(1) of the Securities Act.

                  "SHARES" has the meaning assigned to such term in the preamble
to this Agreement.

                  "SUBSIDIARY" means, as to any Person, any other Person of
which more than 50% of the shares of the voting stock or other voting interests
are owned or controlled, or the ability to select or elect 50% or more of the
directors or similar managers is held, directly or indirectly, by such first
Person or one or more of its Subsidiaries.

                  "TRANSFER" means, with respect to any Security, to sell, or in
any other way transfer, assign, pledge, distribute, encumber or otherwise
dispose of (including, without limitation, the pledge of such Security to any
lender), such Security, either voluntarily or involuntarily and with or without
consideration. The terms "Transferee," "Transferred" and other forms of the word
"Transfer" shall have correlative meanings.

                  "VESTED SHARES" means the Option Shares with respect to which
the Option is exercisable at any particular time.

SECTION 11.       OPTIONEE'S UNDERTAKING.

                  The Optionee hereby agrees to take whatever additional actions
and execute whatever additional documents the Company may in its reasonable
judgment deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on the Optionee pursuant to the
express provisions of this Agreement.

SECTION 12.       CORPORATE TRANSACTIONS.

                  In the event of a merger of the Company with or into another
corporation, or the sale of substantially all of the assets of the Company, the
Option shall be assumed or an equivalent option substituted by the successor
corporation or a parent or subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option,
the Option shall become immediately vested and exercisable in full, and the
Optionee shall have the right to exercise the Option as to all of the Option
Shares, including Option Shares as to which he would not otherwise be vested or
able to exercise. If the Option becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the Board
shall notify the Optionee in writing or electronically that the Option shall be
fully exercisable for a period of 15 days from the date of such notice, and the
Option shall terminate upon the expiration of such period. For the purposes of
this Section 12, the Option shall be considered assumed if, following the merger
or sale of assets, the Option confers the right to purchase or receive, for each
Optioned Share subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
share of Common Stock held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority


                                       8
<PAGE>


of the outstanding Shares); PROVIDED, HOWEVER, that if such consideration
received in the merger or sale of assets is not solely common stock of the
successor corporation or its parent, the Board may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Optioned Share, to be solely common stock of
the successor corporation or its parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or sale of
assets.

SECTION 13.       INDEMNIFICATION.

                  The Optionee shall indemnify and hold harmless the Company
against all liability, loss or damage, together with all reasonable costs and
expenses related thereto (including reasonable legal fees and expenses),
relating to or arising from the untruth, inaccuracy or breach of any of the
representations, warranties or agreements of the Optionee contained in or as may
be required by this Agreement.

SECTION 14.       NOTICES.

                  All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given or made when (i) delivered
personally to the recipient, (ii) transmitted by facsimile or electronic mail
(with hard copy sent to the recipient by reputable overnight courier service
(charges prepaid) that same day and, in the latter case, with receipt
acknowledged by the recipient by return electronic mail) if faxed or e-mailed
before 5:00 p.m. (New York time) on a Business Day, and other-wise on the next
Business Day, (iii) two Business Days after being sent to the recipient by
reputable overnight courier service (charges prepaid), or (iv) five Business
Days after being sent to the recipient by registered or certified mail (post-age
prepaid and return receipt requested). Such notices, demands and other
communications shall be sent to the address for such recipient as set forth
below (or to such other address or to the attention of such other person as the
recipient party has specified by like notice):

                         If to the Company, to

                              Opus360 Corporation
                              39 West 13th Street, 3rd Floor
                              New York, New York  10011
                              Attention:  Ari B. Horowitz
                              Telephone: (212) 301-2280
                              Facsimile:  (212) 559-8481
                              E-Mail: [email protected]
                                      ---------------------

                         with a copy (which shall not constitute notice) to:

                              O'Sullivan Graev & Karabell, LLP
                              30 Rockefeller Plaza
                              New York, New York  10112
                              Attention: John J. Suydam, Esq.



                                       9
<PAGE>


                              Telephone: (212) 408-2400
                              Facsimile:  (212) 728-5950
                              E-Mail:[email protected]

                         if to the Optionee, to:

                         Dr. Ram Chillarege
                         210 Husted Avenue
                         Peekskill, NJ 10566
                         Telephone: (914) 739-2826
                         E-Mail:  [email protected]

                         with a copy (which shall not constitute notice) to:

                         Mount & Stoelker
                         Riverpark Tower, Suite 1650
                         333 West San Carlos Street
                         San Jose, CA 95110
                         Attention:  Kathryn M. Ehrman, Esq.
                         Telephone:  (408) 279-7000
                         Facsimile:  (408) 998-1473
                         E-Mail:  [email protected]

SECTION 15.       GENERAL PROVISIONS.

         (a) COMPLETE AGREEMENT. This Agreement and all other agreements or
contracts being entered into by the Optionee with the Company as of the date
hereof, embody the complete agreement and understanding between the Company and
the Optionee and supersede and preempt any prior understandings, agreements or
representations by or among the Company and the Optionee, written or oral, which
may have related to the subject matter hereof in any way.

         (b) SUCCESSOR AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the Company, the Optionee and each of their respective
permitted successors and assigns; provided, however, that neither this Agreement
nor any rights or obligations hereunder will be Transferable by the Optionee
except as provided under Section 7.

         (c) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW OR CONFLICTS OF LAWS PRINCIPLES THEREOF.

         (d) WAIVER OF JURY TRIAL. Each of the parties hereto hereby irrevocably
waives all right to trial by jury in any action proceeding or counterclaim
arising out of or relating to this Agreement.

         (e) AMENDMENT AND WAIVER. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company (upon the
written approval of the



                                       10
<PAGE>


Board (excluding the Optionee if he should be a member of the Board at the time
of such determination)) and the Optionee, and no course of conduct or failure or
delay in enforcing the provisions of this Agreement shall affect the validity,
binding effect or enforceability of this Agreement or any provision hereof.

         (f) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (g) COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.

         (h) BUSINESS DAYS. If any time period for giving notice or taking
action hereunder expires on a day which is not a Business Day, the time period
for giving notice or taking action shall be automatically extended to the
immediately following Business Day.

         (i) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements contained herein shall survive in
perpetuity the consummation of the transactions contemplated hereby.

         (j) NOUNS AND PRONOUNS. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and
vice-versa.

         (k) CONSTRUCTION. Where specific language (such as the word
"including") is used to clarify by example a general statement contained herein,
such specific language shall not be deemed to modify, limit or restrict in any
manner the construction of the general statement to which it relates. The
language used in this Agreement shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction shall be applied against any party hereto. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

         (l) DELIVERY BY FACSIMILE. This Agreement, the agreements referred to
herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments or
supplements hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation or enforceability of a contract and each such party forever waives any
such defense.



                                       11
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Non-Statutory Option Agreement as of the date first written above.

                                                     OPUS360 CORPORATION


                                                     By:
                                                        ------------------------
                                                           Name:
                                                           Title:

                                                     DR. RAM CHILLAREGE


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


<PAGE>
                                                                  Exhibit 10.33
                                                                  EXECUTION COPY

     AMENDED AND RESTATED NON-STATUTORY OPTION AGREEMENT dated as of February 2,
2000 (the "AGREEMENT"), by and between OPUS360 CORPORATION, a Delaware
corporation (the "COMPANY"), and RICHARD S. MILLER (the "OPTIONEE")

     The Company and the Optionee are parties to the Existing Non-Statutory
Option Agreement (as defined below), pursuant to which the Company agreed to
grant to the Optionee on the Existing Grant Date (as defined below) an option to
purchase shares of the Company's common stock. The parties hereto desire to
amend and restate the Existing Non-Statutory Option Requirement to provide for,
among other things, (i) the amendment of the Existing Option 3 Shares (as
defined below) and (ii) the modification and amendment of certain other terms
and conditions of the Existing Non-Statutory Stock Option Agreement. The Company
and the Optionee desire and have agreed to amend and restate the Existing
Non-Statutory Option Agreement in its entirety as and pursuant to this Agreement

     As a material inducement to the Optionee to enter into the Employment
Agreement (as defined below), the Company, acting through its Board of Directors
or a committee thereof, grants to the Optionee as of the Grant Date an option to
purchase shares ("SHARES") of the Company's Common Stock (as defined below) on
the terms and subject to the conditions set forth in this Agreement. Certain
definitions used herein are set forth in Section 10 hereto. This Agreement is
the "NSO AGREEMENT" referred to in Section 5(e)(ii) of the Employment Agreement.

     NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree that the Existing
Non-Statutory Option Agreement shall be amended and restated in its entirety to
read as follows:

SECTION 1.     OPTION; OPTION PRICE.

     (a) On the terms and subject to the conditions of this Agreement, the
Company hereby grants the Optionee as of the Grant Date the option (the
"OPTION") to purchase (i) up to 200,000 Shares (as adjusted from time to time to
reflect any Adjustment Event, the "OPTION 1 SHARES") at a price of $4.00 per
Share (as adjusted from time to time to reflect any Adjustment Event, the
"OPTION 1 PRICE"), (ii) up to 400,000 Shares (as adjusted from time to time to
reflect any Adjustment Event, the "OPTION 2 SHARES") at a price of $4.00 per
Share (as adjusted from time to time to reflect any Adjustment Event, the
"OPTION 2 PRICE") and (iii) up to 383,055 Shares (as adjusted from time to time
to reflect any Adjustment Event, the "OPTION 3 SHARES" and together with the
Option 1 Shares and the Option 2 Shares, the "OPTION SHARES") at a price of
$12.00 per Share (as adjusted from time to time to reflect any Adjustment Event,
the "OPTION 3 PRICE" and together with the Option 1 Price and the Option 2
Price, the "OPTION PRICE"). The Option is NOT intended to qualify for federal
income tax purposes as an "incentive stock option" within the meaning of Section
422 of the Code.


<PAGE>

                                                                  EXECUTION COPY

     (b) Any changes to the number of the Option Shares and the Option Price
based on an Adjustment Event shall be made by the Board in good faith and shall
be binding on and conclusive to the Optionee.

SECTION 2.     TERM.

         The term of the Option (the "TERM") shall commence on February 2, 2000
(the "GRANT DATE") and shall expire at 5:00 p.m., New York time, on February 2,
2010, unless the Optionee's employment with the Company shall have theretofore
been terminated for Cause, in which case the Option shall terminate as of the
effective date of such termination of employment.

SECTION 3.     TIME OF EXERCISE.

     (a) Unless accelerated in the sole discretion of the Compensation
Committee, the Option shall become exercisable, if at all, for the number of the
Option Shares determined in accordance with the provisions of this Section 3.

     (b) The Option with respect to all of the Option 1 Shares shall become
exercisable on the Grant Date.

     (c) The Option with respect to the Option 2 Shares shall become exercisable
on the dates and in the numbers determined in accordance with the following
schedule:

<TABLE>
<CAPTION>

                                                   Portion of Option 2
     Vesting Date                                      Shares Vested
     ------------                                      -------------
<S>                                                <C>

     Six-month anniversary of the Grant Date              6/36
     Each month thereafter for 30 months                  1/36

</TABLE>

     (d) The Option with respect to the Option 3 Shares shall become exercisable
on the dates and in the numbers determined in accordance with the following
schedule:

<TABLE>
<CAPTION>

                                                   Portion of Option 3
     Vesting Date                                     Shares Vested
     ------------                                  -------------------
<S>                                                       <C>
     Six-month anniversary of the Grant Date              6/36
     Each month thereafter for 30 months                  1/36

</TABLE>

     (e) Upon the termination of the Optionee's employment with the Company all
vesting shall cease and the Option shall only be exercisable as to the Vested
Shares at the time of such termination and shall thereafter be exercisable for
the period provided in the Agreement or in the Plan (as if this Option was an
Option under the Plan) PROVIDED THAT:

          (i) upon the termination of the Optionee's employment with the Company
     pursuant to an Involuntary Termination the Optionee will be credited with
     12 additional months' employment after such termination and the Option
     shall continue to vest


<PAGE>

                                                                  EXECUTION COPY

     according to the vesting schedule set forth herein for such 12-month
     period, and shall be exercisable by the Optionee until the end of the Term;

          (ii) upon the termination of the Optionee's employment with the
     Company without Cause or with Good Reason, the Option shall continue to
     vest according to the vesting schedule set forth herein until fully vested
     as if the Optionee's employment had continued until the Option had fully
     vested, and shall be exercisable by the Optionee until the end of the Term;

          (iii) upon the termination of the Optionee's employment with the
     Company because of Poor or Incompetent Performance, the Optionee will be
     credited with 12 additional months' employment after such termination and
     the Option shall continue to vest according to the vesting schedule set
     forth herein for such 12-month period, and shall be exercisable by the
     Optionee until the end of the Term; and

          (iv) upon the termination of the Optionee's employment with the
     Company pursuant to the Company's Right Not To Extend, the Option shall
     continue to vest according to the vesting schedule set forth herein for 12
     months following the effective date of such termination, and shall be
     exercisable by the Optionee until the end of the Term.

     (f) Following the termination of the Optionee's employment with the Company
for any reason other than for Cause, vesting pursuant to subparagraph (i)
through (iv) of Section 3(e) and exercisability of the Option shall be
conditioned on the Optionee's compliance with Sections 11 and 12 of the
Employment Agreement.

SECTION 4.     PROCEDURE FOR EXERCISE.

     (a) The Option may be exercised with respect to Vested Shares, from time to
time, in whole or in part (but for the purchase of whole Shares only), by
delivery of a written notice (the "EXERCISE NOTICE") from the Optionee to the
Secretary of the Company, which Exercise Notice shall:

          (i) state that the Optionee elects to exercise the Option;

          (ii) state the number and type (e.g., Option 1 Shares or Option 2
     Shares) of Vested Shares with respect to which the Optionee is exercising
     the Option (the "OPTIONED SHARES");

          (iii) state the method of payment for the Optioned Shares;

          (iv) include any representations of the Optionee required under
     Section 6;

     and

          (v) state the date upon which the Optionee desires to consummate the
     purchase of such Vested Shares (which date must be prior to the termination
     of the Option).


<PAGE>

                                                                  EXECUTION COPY

     (b) Payment of the Option Price for the Vested Shares to be purchased on
the exercise of the Option may be made in one of the following forms:

          (i) cash or personal or certified check payable to the Company;

          (ii) the surrender of previously acquired Shares that have been held
     by the Optionee for at least six months prior to the date of surrender;

          (iii) with respect to the Option 1 Shares only, by authorizing the
     Company to withhold a number of Shares otherwise issuable pursuant to the
     exercise of the Option; or

          (iv) following such time as the Common Stock is registered under the
     Securities Act, through a broker cashless exercise procedure approved by
     the Company, which approval shall not be unreasonably denied.

The Company hereby agrees that it shall use its commercially reasonable efforts
to assist the Optionee in obtaining financing to pay the Option Price and in the
event that the Optionee borrows funds to pay the Option Price, the Company shall
guarantee such Optionee loan.

     (c) The Company shall be entitled to require as a condition of delivery of
the Option Shares that the Optionee remit or, in appropriate cases, agree to
remit when due an amount sufficient to satisfy all current or estimated future
federal, state and local income tax withholding and the employee's portion of
any employment taxes related thereto. Such withholding obligation may be paid in
one of the following forms:

          (i) in cash or personal or certified check payable to the Company;

          (ii) the surrender of previously acquired Shares that have been held
     by the Optionee for at least six months prior to the date of surrender; or

          (iii) with respect to the Option 1 Shares only, by authorizing the
     Company to withhold a number of Shares otherwise issuable pursuant to the
     exercise of the Option, PROVIDED, HOWEVER, that in such event, the number
     of shares to be so withheld shall be calculated using the minimum statutory
     withholding rates for federal and state tax purposes, including payroll
     taxes, that are applicable to the taxable event then applicable to the
     Option;

          (iv) following such time as the Common Stock is registered under the
     Securities Act, through a broker cashless exercise procedure approved by
     the Company, which approval shall not be unreasonably denied.

The Company hereby agrees that it shall use its commercially reasonable efforts
to assist the Optionee in obtaining financing to pay the withholding obligation
and in the event that the Optionee borrows funds to satisfy such withholding
obligation, the Company shall guarantee such Optionee loan.


<PAGE>

                                                                  EXECUTION COPY

     (d) The Optionee shall deliver to the Company a copy of any election filed
by the Optionee with the Internal Revenue Service (the "IRS") under Section
83(b) of the Code no later than 30 days following the filing of such election
with the IRS.

SECTION 5.     NO RIGHTS AS A HOLDER OF OPTION SHARES.

     The Optionee shall not have any rights or privileges of a stockholder of
the Company with respect to the Option Shares until the date of payment for such
Option Shares pursuant to the exercise of the Option.

SECTION 6.     ADDITIONAL PROVISIONS RELATED TO EXERCISE.

     In the event of the exercise of the Option at a time when there is not in
effect a registration statement under the Securities Act relating to the Option
Shares, the Optionee hereby represents and warrants, and by virtue of such
exercise shall be deemed to represent and warrant, to the Company that the
Option and the Option Shares are being acquired for investment only and not with
a view to the distribution thereof, and the Optionee shall provide the Company
with such further representations and warranties as the Board may require in
order to ensure compliance with applicable federal and state securities, "blue
sky" and other laws. No Option Shares shall be purchased upon the exercise of
the Option unless and until the Company and the Optionee shall have complied
with all applicable federal or state registration, listing and qualification
requirements and all other requirements of law or of any Government Entity
having jurisdiction. Each of the Company and the Optionee shall use reasonable
efforts to comply with all applicable federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
Governmental Entity having jurisdiction in connection with the exercise of the
Option.

SECTION 7.     RESTRICTION ON TRANSFER OF OPTION AND OPTION SHARES.

     (a) The Option may not be Transferred by the Optionee except by the laws of
descent and distribution and may be exercised during the lifetime of the
Optionee only by the Optionee; PROVIDED, HOWEVER, that the Option may be
Transferred by the Optionee during his lifetime to a member of his immediate
family or to a trust established for the benefit of an immediate family member.
If the Optionee dies, the Option shall thereafter be exercisable, during the
period specified in Section 3, by the Optionee's Representatives to the full
extent to which the Option was exercisable by the Optionee at the time of his
death, subject to and in accordance with the provisions of Sections 3 and 4. The
Option shall not be subject to execution, attachment or similar process. Any
attempted Transfer of the Option contrary to the provisions hereof, and the levy
of any execution, attachment or similar process upon the Option, shall be null
and void and without effect.

     (b) Prior to the consummation of the initial public offering of the
Company's Common Stock (the "IPO"), the Option Shares may not be Transferred by
the Optionee without the prior written consent of the Company. The Optionee
agrees to sign the Lock-Up Agreement in connection with the IPO substantially in
the form signed by all executive officers.



<PAGE>

                                                                  EXECUTION COPY

SECTION 8.     RESTRICTIVE LEGEND.

     (a) All certificates representing Option Shares issued upon exercise of the
Option shall bear a legend (the "RESTRICTIVE LEGEND") substantially as set forth
below:

     'THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
     OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
     AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM,
     OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

     (b) The Restrictive Legend shall be removed from a certificate representing
Option Shares if such Securities are sold pursuant to an effective registration
statement under the Securities Act or there is delivered to the Company such
satisfactory evidence, which may include an opinion of independent counsel, as
reasonably may be requested by the Company, to confirm that neither such legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers of such shares will not violate the registration and prospectus
delivery requirements of the Securities Act.

SECTION 9.     OPTIONEE'S EMPLOYMENT.

     Nothing contained in this Agreement or in the Option shall confer upon the
Optionee any right to continue in the employ of the Company or any of its
Subsidiaries or interfere in any way with the right of the Company or any of its
Subsidiaries to terminate the Optionee's employment or to increase or decrease
the Optionee's compensation at any time. The foregoing shall not be construed to
modify the Optionee's rights under the Employment Agreement or any other
agreement between the Optionee on the one hand and the Company or any Subsidiary
on the other hand.

SECTION 10.    DEFINITIONS.

     As used in this Agreement, the following terms have the meanings set forth
below:

"ADJUSTMENT EVENT" means any increase or decrease in the number of issued shares
of Common Stock resulting from a stock dividend or distribution, stock split,
reverse stock split, reclassification or combination or other similar PRO RATA
recapitalization event affecting the Common Stock or any other increase of
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company.


<PAGE>

                                                                  EXECUTION COPY

"BOARD" means the Board of Directors of the Company.

"BUSINESS DAY" means any day, other than a Saturday, Sunday or a day on which
Banking institutions in the State of New York are authorized or obligated by law
or executive order to close.

"CAUSE" has the meaning assigned to such term in the Employment Agreement.

"CODE" means the Internal Revenue Code of 1986, as amended, and the regulations
promulgated thereunder.

"COMMON STOCK" means the common stock, $.001 par value per share, of the
Company.

"COMPANY'S RIGHT NOT TO EXTEND" has the meaning assigned to such term in the
Employment Agreement.

"EMPLOYMENT AGREEMENT" means the Employment Agreement, dated as of January 21,
2000, by and between the Company and the Optionee.

"EXISTING GRANT DATE" means February 1, 2000.

"EXISTING NON-STATUTORY OPTION AGREEMENT" means the Non-Statutory Option
Agreement, dated as of January 21, 2000, by and between the Company and the
Optionee.

"EXISTING OPTION 3 SHARES" means 375,650 shares of Common Stock.

"GOOD REASON" has the meaning assigned to such term in the Employment Agreement.

"GOVERNMENTAL ENTITY" means any government or political subdivision or
department thereof, any governmental or regulatory body, commission, board,
bureau, agency or instrumentality, or any court or arbitrator or alternative
dispute resolution body, in each case whether federal, state, local or foreign.

"INVOLUNTARY TERMINATION" has the meaning assigned to such term in the
Employment Agreement.

"NASDAQ" means The National Association of Securities Dealers, Inc. Automated
Quotation System.

"OPTIONEE" has the meaning assigned to such term in the caption to this
Agreement.

"OPTIONEE'S RIGHT NOT TO EXTEND" shall have the meaning assigned to "Employee's
Right Not To Extend" in the Employment Agreement.

"PERSON" shall be construed as broadly as possible and shall include an
individual, a corporation, a company, an association, a joint stock company, a
partnership (including a limited liability


<PAGE>

                                                                  EXECUTION COPY

partnership), a limited liability company, a joint venture, a trust or an
unincorporated organization and a Governmental Entity.

"PLAN" shall mean the Company's 1998 Stock Option Plan.

"POOR OR INCOMPETENT PERFORMANCE" has the meaning assigned to such term in the
Employment Agreement.

"REPRESENTATIVES" means, with respect to the Optionee, the Optionee's assigns,
personal and legal representatives, executors, administrators, heirs,
distributees, devisees, and legatees, as determined from time to time.

"RESIGNATION" has the meaning assigned to such term in the Employment Agreement.

"SEC" means the United States Securities and Exchange Commission.

"SECURITIES" means, with respect to any Person, such Person's "securities," as
defined in Section 2(1) of the Securities Act.

"SHARES" has the meaning assigned to such term in the preamble to this
Agreement.

"SUBSIDIARY" means, as to any Person, any other Person of which more than 50% of
the shares of the voting stock or other voting interests are owned or
controlled, or the ability to select or elect 50% or more of the directors or
similar managers is held, directly or indirectly, by such first Person or one or
more of its Subsidiaries.

"TRANSFER" means, with respect to any Security, to sell, or in any other way
transfer, assign, pledge, distribute, encumber or otherwise dispose of
(including, without limitation, the pledge of such Security to any lender), such
Security, either voluntarily or involuntarily and with or without consideration.
The terms "Transferee," "Transferred" and other forms of the word "Transfer"
shall have correlative meanings.

"VESTED SHARES" means the Option Shares with respect to which the Option is
exercisable at any particular time.

SECTION 11.    OPTIONEE'S UNDERTAKING.

     The Optionee hereby agrees to take whatever additional actions and execute
whatever additional documents the Company may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Optionee pursuant to the express
provisions of this Agreement.

SECTION 12.    CORPORATE TRANSACTIONS.

     In the event of a merger of the Company with or into another corporation,
or the sale of substantially all of the assets of the Company, the Option shall
be assumed or an equivalent option substituted by the successor corporation or a
parent or subsidiary of the


<PAGE>

                                                                  EXECUTION COPY

successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Option shall become immediately vested
and exercisable in full, and the Optionee shall have the right to exercise the
Option as to all of the Option Shares, including Option Shares as to which he
would not otherwise be vested or able to exercise. If the Option becomes fully
vested and exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the Optionee in writing or
electronically that the Option shall be fully exercisable for a period of 15
days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this Section 12, the Option shall
be considered assumed if, following the merger or sale of assets, the Option
confers the right to purchase or receive, for each Optioned Share subject to the
Option immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each share of Common Stock held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); PROVIDED, HOWEVER, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its parent, the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option, for each Optioned Share, to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

SECTION 13.    INDEMNIFICATION.

     The Optionee shall indemnify and hold harmless the Company against all
liability, loss or damage, together with all reasonable costs and expenses
related thereto (including reasonable legal fees and expenses), relating to or
arising from the untruth, inaccuracy or breach of any of the representations,
warranties or agreements of the Optionee contained in or as may be required by
this Agreement.

SECTION 14.    NOTICES.

     All notices, demands or other communications to be given or delivered under
or by reason of the provisions of this Agreement shall be in writing and shall
be deemed to have been given or made when (i) delivered personally to the
recipient, (ii) transmitted by facsimile or electronic mail (with hard copy sent
to the recipient by reputable overnight courier service (charges prepaid) that
same day and, in the latter case, with receipt acknowledged by the recipient by
return electronic mail) if faxed or e-mailed before 5:00 p.m. (New York time) on
a Business Day, and other-wise on the next Business Day, (iii) two Business Days
after being sent to the recipient by reputable overnight courier service
(charges prepaid), or (iv) five Business Days after being sent to the recipient
by registered or certified mail (post-age prepaid and return receipt requested).
Such notices, demands and other communications shall be sent to the address for
such recipient as set forth below (or to such other address or to the attention
of such other person as the recipient party has specified by like notice):


<PAGE>

                                                                  EXECUTION COPY

          (i)  If to the Company, to

               Opus360 Corporation
               733 Third Avenue, 17th Floor
               New York, New York
               Attention:  Ari B. Horowitz
               Telephone: (212) 301-2280
               Facsimile:  (212) 559-8481
               E-Mail: [email protected]

     with a copy (which shall not constitute notice) to:

               O'Sullivan Graev & Karabell, LLP
               30 Rockefeller Plaza
               New York, New York  10112
               Attention: John J. Suydam, Esq.
               Telephone: (212) 408-2400
               Facsimile:  (212) 728-5950
               E-Mail: [email protected]

          (ii) if to the Optionee, to:

               Richard S. Miller
               5 Croydon Road
               Morristown, NJ 07960
               Telephone: (973) 267-8448
               Facsimile: (973) 267-8397
               E-Mail: [email protected]

     with a copy (which shall not constitute notice) to:

               Walter, Conston, Alexander & Green, P.C.
               90 Park Avenue
               New York, New York 10016
               Attention: Saul Ben-Meyer
               Telephone: (212) 210-9545
               Facsimile: (212) 210-9444
               E-Mail:  [email protected]

SECTION 15.    GENERAL PROVISIONS.

     (a) COMPLETE AGREEMENT. This Agreement amends and restates the Existing
Non-Statutory Option Agreement in it entirety and this Agreement, together with
the Employment Agreement and all other agreements or contracts being entered
into by the Optionee with the Company as of the date hereof, embody the complete
agreement and understanding between the Company and the Optionee and supersede
and preempt any prior understandings, agreements or representations by or among
the Company and the Optionee, written or oral, which may have


<PAGE>

                                                                  EXECUTION COPY

related to the subject matter hereof in any way. The parties hereto hereby
forever release, waive and disclaim any and all rights under the Existing
Non-Statutory Option Agreement.

     (b) SUCCESSOR AND ASSIGNS. This Agreement will be binding upon and inure to
the benefit of the Company, the Optionee and each of their respective permitted
successors and assigns; provided, however, that neither this Agreement nor any
rights or obligations hereunder will be Transferable by the Optionee except as
provided under Section 7.

     (c) GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW OR CONFLICTS OF LAWS PRINCIPLES THEREOF.

     (d) WAIVER OF JURY TRIAL. Each of the parties hereto hereby irrevocably
waives all right to trial by jury in any action proceeding or counterclaim
arising out of or relating to this Agreement.

     (e) AMENDMENT AND WAIVER. The provisions of this Agreement may be amended
and waived only with the prior written consent of the Company (upon the written
approval of the Board (excluding the Optionee if he should be a member of the
Board at the time of such determination)) and the Optionee, and no course of
conduct or failure or delay in enforcing the provisions of this Agreement shall
affect the validity, binding effect or enforceability of this Agreement or any
provision hereof.

     (f) HEADINGS. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     (g) COUNTERPARTS. This Agreement may be executed in two counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.

     (h) BUSINESS DAYS. If any time period for giving notice or taking action
hereunder expires on a day which is not a Business Day, the time period for
giving notice or taking action shall be automatically extended to the
immediately following Business Day.

     (i) SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements contained herein shall survive in
perpetuity the consummation of the transactions contemplated hereby.

     (j) NOUNS AND PRONOUNS. Whenever the context may require, any pronouns used
herein shall include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural and vice-versa.

     (k) CONSTRUCTION. Where specific language (such as the word "including") is
used to clarify by example a general statement contained herein, such specific
language shall not be deemed to modify, limit or restrict in any manner the
construction of the general statement to which it relates. The language used in
this Agreement shall be deemed to be the language chosen by the parties hereto
to express their mutual intent, and no rule of strict construction shall


<PAGE>

                                                                  EXECUTION COPY

be applied against any party hereto. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

     (l) DELIVERY BY FACSIMILE. This Agreement, the agreements referred to
herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments or
supplements hereto or thereto, to the extent signed and delivered by means of a
facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal
effect as if it were the original signed version thereof delivered in person. At
the request of any party hereto or to any such agreement or instrument, each
other party hereto or thereto shall re-execute original forms thereof and
deliver them to all other parties. No party hereto or to any such agreement or
instrument shall raise the use of a facsimile machine to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine as a defense to the
formation or enforceability of a contract and each such party forever waives any
such defense.


<PAGE>

                                                                  EXECUTION COPY

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amended and Restated Option Agreement as of the date first written above.

                                        OPUS360 CORPORATION


                                        By:_______________________
                                           Name:
                                           Title:


                                        RICHARD S. MILLER

                                        __________________________





<PAGE>
                                                                    EXHIBIT 23.2

The Board of Directors of
Opus 360 Corporation:

    When the stock split referred to in Note 10 of the Notes to Financial
Statements has been consummated, we will be in a position to issue the following
consent.

                                          /s/ KPMG LLP

                        CONSENT OF INDEPENDENT AUDITORS

The Board of Directors of
Opus360 Corporation:

    We consent to the use of our reports included herein, dated February 8, 2000
except as to paragraphs 24 and 25 of note 10, paragraphs 6 through 12 of note
13, and paragraphs 18 through 20 of note 13 which are as of March 1, 2000 and to
the reference to our firm under the heading "Experts" in the prospectus.


New York, New York
March 27, 2000


<PAGE>
                                                                    Exhibit 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

    We hereby consent to the use in the Registration Statement on Form S-1 of
our report dated January 14, 2000, except for subsequent events described in
Note 10, as to which the date is February 24, 2000, and the commitment of
support described in Note 1, as to which the date is February 29, 2000 relating
to the financial statements of PeopleMover, Inc, which appear in such
Registration Statement. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
Woodland Hills, California
March 27, 2000


<PAGE>

                                                                    EXHIBIT 23.4



                        CONSENT OF INDEPENDENT AUDITORS



The Board of Directors of
Opus360 Corporation:



    We consent to the use of our reports relating to the financial statements of
the Churchill Benefit Corporation included herein, dated October 8, 1999 and to
the reference to our firm under the heading "Experts" in the prospectus.



/s/ KPMG LLP



New York, New York
March 27, 2000


<PAGE>

                                                                    Exhibit 99.4



                        STANDBY STOCK PURCHASE AGREEMENT

         THIS STANDBY STOCK PURCHASE AGREEMENT (the "Agreement") is made and
entered into on this March _______, 2000 by and among SAFEGUARD SCIENTIFICS,
INC., a Pennsylvania corporation ("Safeguard"), COMPUCOM SYSTEMS, INC., a
Delaware corporation ("CompuCom"), OPUS360 CORPORATION, a Delaware corporation
(the "Company"), and FLEETBOSTON ROBERTSON STEPHENS INC. ("Robertson Stephens").

                                   BACKGROUND

         The Company is contemplating an initial public offering (the "Public
Offering") of its common stock, par value $.001 per share (the "Common Stock"),
through an underwritten public offering led by Robertson Stephens, Bear, Stearns
& Co., Inc., J.P. Morgan & Co. and E*Offering Corp., as the representatives of
the several underwriters (the "Underwriters").

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, intending to be legally bound hereby, the parties
hereto hereby agree as follows:

                                    ARTICLE 1

                                 THE TRANSACTION

1.1      In connection with the Public Offering, the Company will offer
         1,050,000 shares of its Common Stock (the "Company SSP Shares")
         directly to the shareholders of Safeguard as of December 16, 1999 (the
         "Record Date") pursuant to a Safeguard Subscription Program (the
         "SSP").


1.2      CompuCom Systems, Inc., will offer up to 300,000 shares of Common Stock
         owned by it prior to the Public Offering (the "CompuCom Opus360
         Shares") to the shareholders of Safeguard as of the Record Date, and
         the CompuCom Opus360 Shares shall be included in the SSP.



1.3      If and to the extent the shareholders of Safeguard subscribe for more
         shares of Common Stock than the aggregate of the Company SSP Shares and
         the CompuCom Opus360 Shares (collectively, the "SSP Shares") Safeguard
         will make an offer, or cause its subsidiary, Safeguard Delaware, Inc.
         ("Safeguard Delaware"), to make an offer, of up to 400,000 shares of
         Common Stock owned by it prior to the Public Offering (the "Safeguard
         Opus360 Shares") to the shareholders of Safeguard as of the Record
         Date, and the Safeguard Opus360 Shares shall be included in the SSP.

1.4      If and to the extent any of the Company SSP Shares or the CompuCom
         Opus360 Shares are not subscribed for or, if subscribed for, are not
         purchased by the shareholders of Safeguard under the SSP, Safeguard
         shall, or shall cause Safeguard Delaware to, purchase all such SSP
         Shares directly from the Company and CompuCom, as the case



<PAGE>


         may be, for its own account for investment purposes only on the terms
         and subject to the conditions set forth herein.

1.5      Safeguard will appoint ChaseMellon Shareholder Services, L.L.C.
         ("Chase") as the offering agent for the SSP. The offering agent will
         determine the Safeguard shareholders as of the Record Date eligible to
         participate in the SSP and will collect subscriptions and subscription
         payments from eligible Safeguard shareholders until 6:00 p.m. on the
         third business day following the date the Company and the Underwriters
         determine the initial public offering price for the Common Stock.

1.6      Purchase Price.

          (a)     The purchase price (the "Purchase Price") for the SSP Shares
                  and the Safeguard Opus360 Shares shall be equal to the product
                  of multiplying (i) the aggregate number of shares offered in
                  the SSP, by (ii) the price per share of Common Stock sold
                  pursuant to the Public Offering (the "IPO Price").

         (b)      Safeguard shall cause Chase to pay out of subscription funds
                  received on behalf of Safeguard's shareholders participating
                  in the SSP, to

                  (i) the Company, an amount equal to the Purchase Price (less
                  the amounts described in paragraph (iv) below) for all Company
                  SSP Shares on the day of the closing of the Public Offering by
                  wire transfer;

                  (ii) to CompuCom, an amount equal to the Purchase Price (less
                  the amounts described in paragraph (iv) below) for all
                  CompuCom Opus360 Shares on the day of the closing of the
                  Public Offering by wire transfer;

                  (iii) to Safeguard or Safeguard Delaware, an amount equal to
                  the Purchase Price (less the amounts described in paragraph
                  (iv) below) for all Safeguard Opus360 Shares sold to Safeguard
                  shareholders in the SSP in accordance with the terms of an
                  agreement between Safeguard and Chase; and

                  (iv) For consideration of the services provided by Robertson
                  Stephens in the Public Offering and with respect to the SSP,
                  Safeguard shall take such actions that are necessary to ensure
                  that 4.0% of the Purchase Price for (i) all Company SSP Shares
                  and (ii) all CompuCom Opus360 Shares and Safeguard Opus360
                  Shares purchased by Safeguard shareholders, Safeguard or
                  Safeguard Delaware in the SSP, shall be transmitted by Chase
                  by wire transfer in immediately available funds to an account
                  designated at least one business day prior to the Closing by
                  Robertson Stephens.


                                       2
<PAGE>


1.7      Closing.

         (a)      TIME AND PLACE. The closing under this Agreement (the
                  "Closing") will take place at 6:00 a.m., San Francisco time,
                  at the time of the closing of the Public Offering, at the
                  offices of O'Sullivan Graev and Karabell, LLP, or at such
                  other time, date or place as the parties shall mutually agree.
                  The date on which the Closing occurs is sometimes referred to
                  herein as the "Closing Date."

         (b)      DELIVERIES AND PROCEEDINGS TO TRANSFER AGENT. On the Closing
                  Date, the Company shall instruct Chase to accept instructions
                  from Deirdre Blackburn, or her designee at Safeguard, for:

                  (i) transmission to the Company's transfer agent, American
                  Stock Transfer & Trust Company, of instructions for delivery
                  of the SSP Shares purchased by Safeguard shareholders in the
                  SSP;

                  (ii) delivery to Safeguard or Safeguard Delaware of the SSP
                  Shares not purchased by Safeguard shareholders;

                  (iii) the return to Safeguard of any Safeguard Opus360 Shares
                  that were not purchased in the SSP; and

                  (iv) delivery of the subscription funds collected by Chase to
                  the extent not paid to the Company, CompuCom and Robertson
                  Stephens at the Closing.

                                    ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to Safeguard, Safeguard
Delaware, CompuCom and the Underwriters as follows:

2.1      ORGANIZATION. The Company is a corporation duly incorporated, validly
         existing and in good standing under the laws of the State of Delaware.

2.2      POWER AND AUTHORITY. The Company has full corporate power and authority
         to make, execute, deliver and perform this Agreement and the
         transactions contemplated hereby.


2.3      AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and
         performance of this Agreement by the Company have been duly authorized
         by all necessary corporate action on the part of the Company, and this
         Agreement constitutes the legal, valid and binding obligation of the
         Company, enforceable against the Company in accordance with its terms.

2.4      NO CONFLICTS. The performance by the Company of the provisions of this
         Agreement, and the performance of the transactions contemplated hereby,
         will not conflict with or result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, (i) any
         indenture, contract, lease, mortgage, deed of trust, note agreement,
         loan agreement


                                       3
<PAGE>


         or other agreement, obligation, condition, covenant or instrument to
         which the Company or any of its subsidiaries is a party or bound or to
         which its or their property is subject, (ii) the certificate of
         incorporation or bylaws of the Company or any of its subsidiaries or
         (iii) any statute, law, rule, regulation, judgment, order or decree
         applicable to the Company or any of its subsidiaries of any court,
         regulatory body, administrative agency, governmental body, arbitrator
         or other authority having jurisdiction over the Company or any of its
         subsidiaries or any of its or their properties.

2.5      NO ACTIONS, SUITS OR PROCEEDINGS. No action, suit or proceeding by or
         before any court or governmental agency, authority or body or any
         arbitrator involving the Company or any of its subsidiaries or its or
         their property is pending or, to the best knowledge of the Company,
         threatened or contemplated, that could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or the
         consummation of any of the transactions contemplated hereby.

                                    ARTICLE 3

                   REPRESENTATIONS AND WARRANTIES OF COMPUCOM

         CompuCom represents and warrants to the Company, Safeguard, Safeguard
Delaware, and the Underwriters as follows:

3.1      ORGANIZATION. CompuCom is a corporation duly incorporated, validly
         existing and in good standing under the laws of the State of Delaware.

3.2      POWER AND AUTHORITY. CompuCom has full corporate power and authority to
         make, execute, deliver and perform this Agreement and the transactions
         contemplated hereby.

3.3      AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and
         performance of this Agreement by CompuCom have been duly authorized by
         all necessary corporate action on the part of CompuCom, and this
         Agreement constitutes the legal, valid and binding obligation of
         CompuCom, enforceable against CompuCom in accordance with its terms.

3.4      AUTHORIZATION AND APPROVALS. All consents, approvals, authorizations
         and orders necessary for the execution and delivery of this Agreement
         and the sale and delivery of the CompuCom Opus360 Shares have been
         obtained, and CompuCom has full rights, power and authority to sell the
         CompuCom Opus360 Shares as provided hereunder.

3.5      GOOD AND MARKETABLE TITLE. CompuCom has good and marketable title to
         the CompuCom Opus360 Shares, free and clear of any liens, encumbrances,
         equities and claims, and full right, power and authority to effect the
         sale and delivery of such shares; and upon the delivery of, against
         payment for, such shares, the purchasers thereof will acquire good and
         marketable title thereto, free and clear of any liens, encumbrances,
         equities and claims.

3.6      NO CONFLICTS. The performance by CompuCom of the provisions of this
         Agreement, and the performance of the transaction contemplated hereby,
         will not conflict with or result in


                                       4
<PAGE>


         a breach or violation of any of the terms or provisions of, or
         constitute a default under, (i) any indenture, contract, lease,
         mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which
         CompuCom or any of its subsidiaries is a party or bound or to which its
         or their property is subject, (ii) the certificate of incorporation or
         bylaws of CompuCom or any of its subsidiaries or (iii) any statute,
         law, rule, regulation, judgment, order or decree applicable to CompuCom
         or any of its subsidiaries of any court, regulatory body,
         administrative agency, governmental body, arbitrator or other authority
         having jurisdiction over CompuCom or any of its subsidiaries or any of
         its or their properties.

3.7      NO ACTIONS, SUITS OR PROCEEDINGS. No action, suit or proceeding by or
         before any court or governmental agency, authority or body or any
         arbitrator involving CompuCom or any of its subsidiaries or its or
         their property is pending or, to the best knowledge of CompuCom,
         threatened or contemplated, that could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or the
         consummation of any of the transactions contemplated hereby.

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF SAFEGUARD

         Safeguard represents and warrants to the Company, CompuCom, and the
Underwriters as follows:

4.1      ORGANIZATION. Safeguard is a corporation duly incorporated, validly
         existing and in good standing under the laws of the Commonwealth of
         Pennsylvania. Safeguard Delaware is a corporation duly incorporated,
         validly existing and in good standing under the laws of the State of
         Delaware.

4.2      POWER AND AUTHORITY. Safeguard and Safeguard Delaware have full
         corporate power and authority to make, execute, deliver and perform
         this Agreement and the transactions contemplated hereby.

4.3      AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and
         performance of this Agreement by Safeguard and Safeguard Delaware have
         been duly authorized by all necessary corporate action on the part of
         Safeguard and Safeguard Delaware, and this Agreement constitutes the
         legal, valid and binding obligation of Safeguard and Safeguard
         Delaware, enforceable against each of them in accordance with its
         terms.

4.4      AUTHORIZATION AND APPROVALS. All consents, approvals, authorizations
         and orders necessary for the execution and delivery of this Agreement,
         the completion of the SSP, and the sale and delivery of the Safeguard
         Opus360 Shares have been obtained; and Safeguard and Safeguard Delaware
         have full rights, power and authority to purchase the SSP Shares and to
         sell the Safeguard Opus360 Shares as provided hereunder.

4.5      GOOD AND MARKETABLE TITLE. Safeguard has good and marketable title to
         the Safeguard Opus360 Shares, free and clear of any liens,
         encumbrances, equities and claims, and full


                                       5
<PAGE>


         right, power and authority to effect the sale and delivery of such
         shares; and upon the delivery of, against payment for, such shares, the
         purchasers thereof will acquire good and marketable title thereto, free
         and clear of any liens, encumbrances, equities and claims.

4.6      INVESTMENT INTENT. Safeguard represents, warrants and covenants that it
         or Safeguard Delaware is acquiring any SSP Shares (including the
         CompuCom Opus360 Shares) to be acquired hereunder for their own
         accounts, as a long-term investment, and not with the view to resale or
         redistribution. To that end, Safeguard agrees it will retain and not
         sell, offer to sell, pledge, hypothecate or otherwise transfer,
         directly or indirectly, any interest (beneficial or otherwise) in the
         SSP Shares (including the CompuCom Opus360 Shares) purchased hereunder
         for a period of one year from the date of the Closing and that it will
         cause Safeguard Delaware to observe the same restrictions.

4.7      NO CONFLICTS. The performance by Safeguard and/or Safeguard Delaware of
         the provisions of this Agreement, and the performance of the
         transaction contemplated hereby, will not conflict with or result in a
         breach or violation of any of the terms or provisions of, or constitute
         a default under, (i) any indenture, contract, lease, mortgage, deed of
         trust, note agreement, loan agreement or other agreement, obligation,
         condition, covenant or instrument to which Safeguard or any of its
         subsidiaries is a party or bound or to which its or their property is
         subject, (ii) the certificate of incorporation or bylaws of Safeguard
         or any of its subsidiaries or (iii) any statute, law, rule, regulation,
         judgment, order or decree applicable to Safeguard or any of its
         subsidiaries of any court, regulatory body, administrative agency,
         governmental body, arbitrator or other authority having jurisdiction
         over Safeguard or any of its subsidiaries or any of its or their
         properties.

4.8      NO ACTIONS, SUITS OR PROCEEDINGS. No action, suit or proceeding by or
         before any court or governmental agency, authority or body or any
         arbitrator involving Safeguard or any of its subsidiaries or its or
         their property is pending or, to the best knowledge of Safeguard,
         threatened or contemplated, that could reasonably be expected to have a
         material adverse effect on the performance of this Agreement or the
         consummation of any of the transactions contemplated hereby.

                                    ARTICLE 5
                       CONDITIONS TO CLOSING; TERMINATION

5.1      CONDITIONS PRECEDENT TO OBLIGATIONS OF SAFEGUARD. The obligations of
         Safeguard and Safeguard Delaware to proceed with the Closing are
         subject to the fulfillment prior to or at Closing of the following
         conditions (any one or more of which may be waived in whole or in part
         by Safeguard at Safeguard's option):

         (a)      BRINGDOWN OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of the Company contained in
                  this Agreement shall be true and correct on and as of the time
                  of Closing, with the same force and effect as though such
                  representations and warranties had been made on, as of and
                  with reference to such


                                       6
<PAGE>

                  time, and Safeguard shall have received a certificate, signed
                  by an executive officer of the Company, to such effect.

         (b)      PERFORMANCE AND COMPLIANCE. The Company shall have performed
                  all of the covenants and complied with all of the provisions
                  required by this Agreement to be performed or complied with by
                  it on or before the Closing, and Safeguard shall have received
                  a certificate, signed by an executive officer of the Company,
                  to such effect.

5.2      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE COMPANY. The obligations
         of the Company to proceed with the Closing hereunder are subject to the
         fulfillment prior to or at Closing of the following conditions (any one
         or more of which may be waived in whole or in part by the Company at
         the Company's option, if such waiver is consented to in writing by
         Robertson Stephens):

         (a)      BRINGDOWN OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of Safeguard and CompuCom
                  contained in this Agreement shall be true and correct on and
                  as of the time of Closing, with the same force and effect as
                  though such representations and warranties had been made on,
                  as of and with reference to such time, and Safeguard and
                  CompuCom shall have delivered to the Company certificates,
                  signed by an executive officer of Safeguard and of CompuCom,
                  to such effect.

         (b)      PERFORMANCE AND COMPLIANCE. Safeguard and CompuCom shall have
                  performed all of the covenants and complied with all the
                  provisions required by this Agreement to be performed or
                  complied with by each of them on or before the Closing and
                  Safeguard and CompuCom shall have delivered to the Company
                  certificates, signed by an executive officer of Safeguard and
                  of CompuCom, to such effect.

5.3      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF COMPUCOM. The obligations of
         CompuCom to proceed with the Closing hereunder are subject to the
         fulfillment prior to or at Closing of the following conditions (any one
         or more of which may be waived in whole or in part by CompuCom at
         CompuCom's option):

         (a)      BRINGDOWN OF REPRESENTATIONS AND WARRANTIES. The
                  representations and warranties of the Company contained in
                  this Agreement shall be true and correct on and as of the time
                  of Closing, with the same force and effect as though such
                  representations and warranties had been made on, as of and
                  with reference to such time, and the Company shall have
                  delivered to CompuCom a certificate, signed by an executive
                  officer of the Company, to such effect.

         (c)      PERFORMANCE AND COMPLIANCE. The Company shall have performed
                  all of the covenants and complied with all the provisions
                  required by this Agreement to be performed or complied with by
                  it on or before the Closing and the Company shall


                                       7
<PAGE>


                  have delivered to CompuCom a certificate, signed by an
                  executive officer of the Company, to such effect.

5.4      SIMULTANEOUS CLOSING. The parties acknowledge and agree that the
         Closing under this Agreement and the closing under the underwriting
         agreement relating to the Public Offering shall occur simultaneously,
         and are conditional upon one another.

5.5      Termination.

         (a)      WHEN AGREEMENT MAY BE TERMINATED. This Agreement may be
                  terminated at any time prior to Closing:

                  (i) by mutual consent of Safeguard and the Company; or

                  (ii) by Safeguard or the Company, if the Company shall have
                  withdrawn its Registration Statement on Form S-1 relating to
                  the Public Offering (Reg. No. 333-93185).

         (b)      EFFECT OF TERMINATION. In the event of termination of this
                  Agreement by either Safeguard or the Company, as provided
                  above, this Agreement shall forthwith terminate and there
                  shall be no liability on the part of either Safeguard,
                  CompuCom or the Company, except for liabilities arising from a
                  breach of this Agreement prior to such termination; provided,
                  however, that the obligations set forth in Article 6 hereof
                  shall survive such termination.

         (c)      Safeguard and CompuCom acknowledge that the execution of this
                  Agreement by the parties does not impose any obligation upon
                  the Company or the Underwriters to complete the Public
                  Offering. In addition, the Company and the Underwriters may,
                  by mutual agreement, change any of the terms of the Proposed
                  Offering, including by effecting the Proposed Offering without
                  the SSP.

                                    ARTICLE 6
                          CERTAIN ADDITIONAL COVENANTS

6.1      INDEMNIFICATION.

         (a)      Safeguard hereby agrees to indemnify the Underwriters, the
                  Company, CompuCom and their respective affiliates and
                  representatives, their respective directors, officers and
                  employees, and each person, if any, who controls any of the
                  foregoing within the meaning of the Securities Act of 1933, as
                  amended, and the Exchange Act of 1934, as amended, and the
                  rules and regulations thereunder (the "Indemnified Persons"),
                  against, and hold them harmless from, any loss, liability,
                  claim, damage or expense, joint or several ("Losses"), arising
                  directly or indirectly, out of or in connection with, the SSP,
                  including, without limitation, (i) costs and expenses
                  associated with the failure of any shareholders of Safeguard
                  to consummate purchases of SSP Shares for which they have
                  subscribed, (ii) any


                                       8
<PAGE>


                  claims by shareholders of Safeguard or other persons arising
                  from the SSP, (iii) other costs and expenses, including
                  printing costs, the fees and expenses charged by Chase in
                  connection with the SSP, mailing expenses, any filings with
                  respect to the SSP with the governmental authorities of Canada
                  or any province thereof, and reasonable legal fees and
                  expenses of Safeguard, CompuCom, the Company and the
                  Underwriters arising from the establishment, execution and
                  performance of the SSP and (iv) any breach of its
                  representations and warranties hereunder, including any
                  representations and warranties relating to Safeguard Delaware.
                  Notwithstanding the foregoing, the term "Losses" shall not
                  include any loss, liability, claim, damage or expense arising
                  from any untrue or allegedly untrue statement of a material
                  fact, or omission or alleged omission of a material fact
                  required to be stated to make the statements not misleading,
                  in any preliminary or final prospectus contained in the
                  Company's Registration Statement on Form S-1 (Reg. No.
                  333-93185) or any amendments thereto (the "Prospectus"),
                  except for statements or omissions regarding the SSP
                  consistent with the information provided by Safeguard to the
                  Company and except for any materials related to the SSP
                  delivered to Safeguard's shareholders and not to other
                  recipients of the Prospectus generally. Safeguard agrees to
                  reimburse the Indemnified Persons, as incurred, for any
                  reasonable legal or other expenses reasonably incurred by them
                  in connection with investigating or defending any Losses.
                  Safeguard hereby confirms that the information contained in
                  the Prospectus describing the SSP and relating to Safeguard's
                  and CompuCom's beneficial ownership of shares of the Company's
                  Common Stock has been furnished by Safeguard and is accurate
                  in all material respects.

         (b)      Promptly after receipt by an Indemnified Person of notice of
                  the commencement of any action for which indemnification or
                  contribution may be sought hereunder, such Indemnified Person
                  will notify Safeguard in writing of the commencement thereof.
                  The failure to so notify Safeguard will not relieve Safeguard
                  from liability under Section 6.1(a) above unless and to the
                  extent that Safeguard did not otherwise learn of such action
                  and such failure results in the forfeiture of substantial
                  rights and defenses. Safeguard shall be entitled to appoint
                  counsel at Safeguard's expense to represent the Indemnified
                  Person in any action for which indemnification is sought (in
                  which case Safeguard shall not thereafter be liable for the
                  fees and expenses of separate counsel retained by the
                  Indemnified Person except as set forth below); provided,
                  however, that such counsel shall be reasonably satisfactory to
                  the Indemnified Person. Notwithstanding Safeguard's election
                  to appoint counsel to represent the Indemnified Person in an
                  action, the Indemnified Person shall have the right to employ
                  separate counsel (including local counsel), and Safeguard
                  shall bear the reasonable fees, costs and expenses of such
                  counsel if (i) the use of counsel chosen by Safeguard to
                  represent the Indemnified Person would present such counsel
                  with a conflict of interest, (ii) the actual or potential
                  defendants in, or targets of, any such action include both
                  Safeguard and the Indemnified Person and the Indemnified
                  Person shall have reasonably concluded that there may be legal
                  defenses available to it that are different from or in
                  addition to those available to Safeguard, (iii) Safeguard
                  shall


                                       9
<PAGE>

                  not have employed counsel reasonably satisfactory to the
                  Indemnified Person within a reasonable time after notification
                  of the commencement of such action or (iv) Safeguard shall
                  have authorized the Indemnified Person to employ separate
                  counsel at the expense of Safeguard.

         (c)      Safeguard shall not, without the prior written consent of the
                  relevant Indemnified Person, settle or compromise or consent
                  to the entry of any judgment with respect to any pending or
                  threatened claim, action, suit or proceeding in respect of
                  which indemnification or contribution may be sought hereunder
                  unless such settlement, compromise or consent includes an
                  unconditional release of such Indemnified Person from all
                  liability arising from such claim, action, suit or proceeding.
                  An Indemnified Person may not settle or compromise or consent
                  to the entry of any judgment with respect to any pending or
                  threatened claim, action, suit or proceeding in respect of
                  which indemnification or contribution may be sought hereunder
                  without the consent of Safeguard, such consent not to be
                  unreasonably withheld.

         (d)      In the event that the indemnity provided for in this Article 6
                  is unavailable to or insufficient to hold harmless an
                  Indemnified Person for any reason, the Indemnified Persons and
                  Safeguard shall contribute to the Losses (including the legal
                  and other expenses attributable to investigating or defending
                  same) to which the Indemnified Person may be subject in such
                  proportion as is appropriate to reflect the relative fault of
                  the Indemnified Person and Safeguard in connection with the
                  statements or omissions that resulted in such Losses as well
                  as any other relevant equitable considerations, including that
                  the Company and the Underwriters performed the SSP as an
                  accommodation to Safeguard without any legal obligation to do
                  so. Relative fault shall be determined by reference to, among
                  other things, whether any untrue or allegedly untrue statement
                  of a material fact or the omission or alleged omission to
                  state a material fact relates to information provided by the
                  Indemnified Person or Safeguard, the intent of the Indemnified
                  Person and Safeguard, and their relative knowledge, access to
                  information and opportunity to correct or prevent such untrue
                  statement or omission. The parties agree that it would not be
                  just and equitable if contribution was determined by any
                  method of allocation that does not take into account the
                  equitable considerations discussed above.

6.2      TERMS OF SSP. Safeguard hereby agrees that it will conduct the SSP in
         accordance with the description thereof set forth in the Company's
         Registration Statement and the related exhibits. The Company will cause
         the description of the SSP in its Registration Statement to conform to
         the information provided by Safeguard.

                                    ARTICLE 7
                                  MISCELLANEOUS

7.1      NATURE AND SURVIVAL OF REPRESENTATIONS. The representations,
         warranties, covenants and agreements of CompuCom, Safeguard and the
         Company contained in this Agreement,


                                       10
<PAGE>


         and all statements contained in this Agreement or any exhibit hereto or
         any certificate or other document delivered pursuant to this Agreement
         or in connection with the transactions contemplated hereby, shall be
         deemed to constitute representations, warranties, covenants and
         agreements of the respective party delivering the same. All such
         representations, warranties, covenants and agreements shall survive the
         Closing.

7.2      NOTICES. All notices, requests, demands and other communications
         hereunder shall be in writing and shall be deemed to have been duly
         given if personally delivered or, if mailed, when mailed by United
         States first-class, certified or registered mail (or by a recognized
         national courier service), postage prepaid, to the other party at the
         following addresses (or at such other address as shall be given in
         writing by any party to the other):

         (a)      If to Safeguard, to:

                           Safeguard Scientifics, Inc.
                           800 The Safeguard Building
                           435 Devon Park Drive
                           Wayne, PA  19087

                           Attention: James A. Ounsworth, Esq.

         (b)      If to CompuCom, to:

                           CompuCom Systems, Inc.
                           7171 Forest Lane
                           Dallas, TX 75230

                           Attention:  J. Edward Coleman, CEO

         (c)      If to the Company, to:

                           Opus360 Corporation
                           733 Third Avenue, 17th Floor
                           New York, NY 10017

                           Attention:  Ari B. Horowitz

                  With a required copy to:

                           O'Sullivan Graev & Karabell, LLP
                           30 Rockefeller Plaza
                           New York, New York 10112

                           Attention:  John J. Suydam, Esq.

         (d)      If to Robertson Stephens, to:


                                       11
<PAGE>


                           FleetBoston Robertson Stephens Inc.
                           555 California Street
                           San Francisco, California 94104

                           Attention:  General Counsel

                  With a required copy to:

                           Morrison & Foerster LLP
                           1290 Avenue of the Americas
                           New York, New York 10104

                           Attention: Mark L. Mandel, Esq.

7.3      THIRD PARTY BENEFICIARIES. Safeguard acknowledges that each of the
         Underwriters of the Public Offering shall be a third party beneficiary
         entitled to exercise the rights and remedies provided for herein
         directly against Safeguard. The Company agrees to cooperate with and
         assist each of the Underwriters of the Public Offering with respect to
         any action such Underwriters take to exercise such rights and remedies
         directly against Safeguard. Safeguard, CompuCom and the Company
         acknowledge that their agreements and covenants under this Agreement
         constitute a material inducement to the Underwriters to effect the
         Public Offering and to enter into the related underwriting agreement
         with the Company, and agree not to amend, modify or waive the terms of
         this Agreement in any way that Robertson Stephens reasonably concludes
         to be detrimental to the Underwriters without the prior written of
         Robertson Stephens.

7.4      SUCCESSORS AND ASSIGNS. This Agreement, and all rights and powers
         granted hereby, will bind and inure to the benefit of the parties
         hereto and their respective successors and permitted assigns but shall
         not be assignable or delegable by any party without the prior written
         consent of the other party.

7.5      GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of New York, without
         giving effect to its principles of conflicts of laws.

7.6      HEADINGS. The headings preceding the text of the sections and
         subsections hereof are inserted solely for convenience of reference,
         and shall not constitute a part of this Agreement, nor shall they
         affect its meaning, construction or effect.

7.7      COUNTERPARTS. This Agreement may be executed in counterparts, each of
         which shall be deemed an original, but which together shall constitute
         one and the same instrument. Each such copy shall be deemed an original
         and it shall not be necessary in making proof of this Agreement to
         produce or account for more than one such counterpart.


                                       12
<PAGE>


7.8      FURTHER ASSURANCES. Each party shall cooperate and take such action as
         may be reasonably requested by the other party in order to carry out
         the provisions and purposes of this Agreement and the transactions
         contemplated hereby.

7.9      AMENDMENT AND WAIVER. The parties may by mutual agreement amend this
         Agreement in any respect, and either party, as to such party, may,
         subject to the provisions of Section 7.3 above, (a) extend the time for
         the performance of any of the obligations of the other party, (b) waive
         any inaccuracies in representations by the other party, (c) waive
         compliance by the other party with any of the agreements contained
         herein and performance of any obligations by the other party, and (d)
         waive the fulfillment of any condition that is precedent to the
         performance by such party of any of its obligations under this
         Agreement. To be effective, any such amendment or waiver must be in
         writing and be signed by the party against whom enforcement of the same
         is sought.

7.10     ENTIRE AGREEMENT. This Agreement sets forth all of the promises,
         covenants, agreements, conditions and undertakings between the parties
         hereto with respect to the subject matter hereof, and supersedes all
         prior and contemporaneous agreements and understandings, inducements or
         conditions, express or implied, oral or written.

7.11     INTERPRETATIONS. This Agreement has been reviewed, negotiated and
         accepted by all parties and their attorneys and shall be construed and
         interpreted according to the ordinary meaning of the words used so as
         fairly to accomplish the purposes and intentions of all parties hereto.


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<PAGE>


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

                             SAFEGUARD SCIENTIFICS, INC.

                             By:
                                ---------------------------------------
                                    Name:
                                    Title:

                             COMPUCOM SYSTEMS, INC.

                             By:
                                ---------------------------------------
                                    Name:
                                    Title:

                            OPUS360 CORPORATION

                            By:
                                ---------------------------------------
                                    Name:
                                    Title:

                            FLEETBOSTON ROBERTSON STEPHENS INC.

                            By:
                                ---------------------------------------
                                    Name:
                                    Title:



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