IDEA INTEGRATION CORP, S-1, 2000-08-11

IDEA INTEGRATION CORP
S-1, 2000-08-11

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<PAGE>

As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-
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--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

-----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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IDEA INTEGRATION CORP.
(Exact name of Registrant as specified in its charter)
Delaware 7373 59-3621566
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)

One Independent Drive
Jacksonville, Florida 32202
(904) 360-2700
(Address, including zip code, and telephone number, including area code,
of the Registrant's principal executive offices)

JOHN L. MARSHALL III, ESQ.
Senior Vice President, General Counsel, and Secretary
Idea Integration Corp.
One Independent Drive
Jacksonville, Florida 32202
(904) 360-2700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

-----------------
Copies to:

Joseph L. Seiler III, Michael B. Kirwan, Esq. Stephen A. Riddick, Esq.
Esq. LeBoeuf, Lamb, Greene Michael C. Todd, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Brobeck, Phleger & Harrison
& MacRae, L.L.P. 50 N. Laura Street, LLP
125 W. 55th Street Suite 2800 701 Pennsylvania Avenue, NW
New York, New York Jacksonville, Florida Suite 220
10019-5389 32202 Washington, D.C. 20004
(212) 424-8000 (904) 354-8000 (202) 220-6000

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

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

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,
check the following box. [_]

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

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

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

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CALCULATION OF REGISTRATION FEE
<TABLE>
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed Proposed
Title of each class of amount maximum maximum Amount of
securities to be to be offering Price aggregate registration
registered registered(1) per share(2) offering price(2) fee
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share........ $ $ $103,500,000 $27,324
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>
(1) Includes shares that the underwriters have the option to purchase to
cover over-allotments, if any.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o).
--------------
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 that specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to such section 8(a), may determine.

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<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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 11, 2000

[IDEA INTEGRATION LOGO]

Shares
Common Stock

Idea Integration Corp. is offering shares of its common stock. This is
our initial public offering and no public market currently exists for our
shares. We have applied for approval for quotation of our common stock on the
Nasdaq National Market under the symbol "IDEA." We anticipate that the initial
public offering price will be between $ and $ per share.

--------------
Investing in our common stock involves risks.
See "Risk Factors" beginning on page 8.
--------------

<TABLE>
<CAPTION>
Per
Share Total
----- -----
<S> <C> <C>
Public Offering Price............................................... $ $
Underwriting Discounts and Commissions.............................. $ $
Proceeds to Idea Integration Corp. ................................. $ $
</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.

Idea Integration Corp. has granted the underwriters a 30-day option to
purchase up to an additional shares of common stock to cover over-
allotments.

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

Robertson Stephens
Banc of America Securities LLC
SG Cowen
Legg Mason Wood Walker
Incorporated
The Robinson-Humphrey Company

The date of this prospectus is ,
<PAGE>

INSIDE FRONT COVER PAGE

The upper right corner contains the Web address "www.idea.com." Beneath this
and beginning on the left side is the phrase "e-Business Solutions" in large
lettering. Directly beneath this statement is a two-column display. The left-
most column is headed "Representative Clients" and listed below this heading
are the following names: HiFusion, GATX, ATP Tour, Compaq, Remedy, Time Warner
Telecom, Autobex, Sempra. Each of these names is followed by the logo of the
listed companies. The right-most column is headed "Practices" and beneath this
heading are the following categories of practices in large letters accompanied
by the following practice descriptions in smaller, italicized letters:

e-Application Development of Web-based e-business software
Development applications utilizing emerging digital
technologies.

Enterprise Application Enterprise application integration linking
Integration disparate e-business applications, databases, and
enterprise systems.

e-Business Strategy Definition of strategies for using digital
technologies to create new e-business models for
existing or start-up businesses.

Creative Design Extension of e-business strategies through fully-
integrated digital communication, branding, and
marketing solutions.

Business Intelligence Solutions that enable businesses to transform data
into high quality information accessible via a
variety of digital devices.

Enterprise Software Implementation, integration, and Internet
Solutions enablement of the foundation software applications
that run modern businesses.

B2B Solutions Integration of processes and technology to create
e-procurement and business-to-business trading
applications via the Internet.

CRM Solutions Development of e-business solutions designed to
optimize customer interaction and maximize
profitability, sales, and satisfaction.

Beginning at the midpoint of the page is a map of the United States of
America and of England. On the map are symbols indicating the locations of the
registrant's local solution centers, regional acceleration centers, and
national practice headquarters.

2
<PAGE>

You should only rely 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' obligations to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary.................................................................. 4
Risk Factors............................................................. 8
Forward-Looking Statements............................................... 17
Cautionary Note Regarding Statistical Data............................... 17
Relationship with MPS; The Reorganization................................ 18
Use of Proceeds.......................................................... 19
Dividend Policy.......................................................... 19
Capitalization........................................................... 20
Dilution................................................................. 21
Selected Consolidated Financial Data..................................... 22
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 23
Business................................................................. 30
Management............................................................... 43
Certain Relationships and Related Transactions........................... 51
Sole Stockholder......................................................... 55
Description of Capital Stock............................................. 56
Shares Eligible for Future Sale.......................................... 60
Underwriting............................................................. 62
Legal Matters............................................................ 64
Experts.................................................................. 65
Where You Can Find More Information...................................... 65
Index to Financial Statements............................................ F-1
</TABLE>

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Idea RoadMap(TM), Idea.com(TM), Idea Integration(TM), and the Idea
Integration and Idea.com logos are licensed trademarks of Idea Integration
Corp. This prospectus also contains the trademarks, service marks, or brand
names of companies other than Idea Integration and these trademarks, service
marks, and brand names are the property of their respective holders.

Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the common stock,
including over-allotment, stabilizing, and short-covering transactions in the
common stock, and the imposition of a penalty bid, in connection with the
offering. See "Underwriting" beginning on page 62 for more information.

3
<PAGE>

SUMMARY

You should read the following summary together with the more detailed
information appearing elsewhere in this prospectus including our risk factors
and consolidated financial statements and related notes.

Idea Integration Corp.

Our Business

We are a leading, full-service e-business solutions provider primarily to
Fortune 1000 and middle-market companies. Our services include e-business
strategy consulting, creative design, Web branding, and development and
implementation of e-business software applications. We deliver comprehensive e-
business solutions which we believe create competitive advantages for our
clients by integrating the Internet and its capabilities into all aspects of
their businesses. Our specialty is the design and development of e-business
architecture and large-scale, mission-critical e-business applications. Our
proprietary software development and implementation methodologies enable us to
combine our technical knowledge and extensive industry expertise to help our
clients succeed in the rapidly evolving Internet economy. Our focus on emerging
technologies helps us attract and retain talented professionals to deliver
quality service and solutions to our clients.

Our Market

The rapid growth of the Internet has significantly altered the business
environment of companies in a wide range of industries and is increasingly
driving these companies to invest in e-business solutions to remain
competitive. Because these critical e-business solutions often pose complex
strategic, development, and design challenges, companies are increasingly using
an outsourced approach to implement their e-business strategies. In fact, IDC
estimates that the worldwide market for Internet professional services will
grow from $27.3 billion in 2000 to $99.1 billion in 2004. This growth creates
significant opportunities for an experienced, large-scale Internet professional
services provider with industry-specific knowledge that can offer e-business
strategy consulting, Web branding services, and software application
development and integration.

Our Solution

We believe we are one of the largest e-business solutions providers in the
United States, offering the full range of services necessary to rapidly
implement the digital transformation of companies in a broad range of
industries. The key characteristics of our service offerings include:

. Comprehensive e-Business Solutions. We provide the broad range of
solutions necessary to meet our clients' diverse and complex e-business
needs. Our expertise in helping clients develop e-business strategies and
form Web brands and identities, which we refer to as front-end solutions,
is complemented by our expertise in developing and integrating enterprise
software applications, which we refer to as back-end solutions.

. Extensive Expertise in Key Industries. We seek to deliver superior
solutions for our clients by combining our comprehensive Internet
technology expertise with an in-depth understanding of the industries in
which our clients compete. By understanding our clients' businesses, our
professionals can effectively manage the implementation of the chosen e-
business solutions, saving our clients time and money.

. Multi-Level Service Delivery Model. Through a combination of our local
solution centers, regional acceleration centers, and national practice
groups, we can provide clients an efficient means to implement their e-
business solutions. As our clients' e-business solutions requirements
change or expand, our multi-level delivery approach allows us to meet or
exceed our clients' expectations.

. Broad Geographic Scope and Availability of Resources. We currently employ
more than 1,300 e-business professionals serving 18 markets throughout
the United States and one market in England,

4
<PAGE>

which enables us to provide services and resources to our clients in a
timely, cost-effective manner. Our broad geographic scope also allows us
on-site access to complex client information, further aiding the
development of comprehensive e-business solutions.

. Proprietary Methodologies. Using our proprietary methodologies, which we
refer to as Idea RoadMap, we are able to provide comprehensive e-business
solutions that incorporate our Internet technology expertise and our
extensive experience in specific industries. These standardized
methodologies assure clients that we maintain established software
development principles and procedures that enable clients to effectively
monitor the progress of their projects.

Our Strategy

Our objective is to become the leading provider of integrated, end-to-end e-
business solutions. Key elements of our strategy include:

. continue to attract and retain high-quality professionals;

. create and expand long-term client relationships;

. develop and expand practices in emerging technologies;

. build on our scale and continue our geographic expansion;

. further build the identity and awareness of the Idea brands;

. expand relationships with leading software providers; and

. extend relationships with application service providers and Web hosting
providers.

Our Clients

Our current clients include many Fortune 1000 and middle-market companies in
a broad range of industries including telecommunications, financial services,
utilities and energy, healthcare and pharmaceutical, automotive, and
manufacturing. Over the past year, we have performed substantial services for
clients such as AT&T Corp., Compaq Computer Corporation, J.C. Penney Company,
Inc., KPNQwest, B.V., Lucent Technologies, Inc., Motorola, Inc., and PE
Corporation.

Our History

We began operating in 1996 as the information technology, or IT, solutions
division of Modis Professional Services, Inc. (NYSE: MPS). Prior to the
completion of this offering, our business will be separated from that of MPS,
and we will enter into a number of agreements with MPS. See "Relationship with
MPS; The Reorganization" on page 18 and "Certain Relationships and Related
Transactions" on page 51. Since our inception, we have grown organically by
opening new geographic locations and developing new e-business solutions
practices. We also have grown by completing strategic acquisitions and
integrating the operations of the acquired companies. As a result, we have
significant geographic scale and breadth of e-business solutions. Our corporate
headquarters is located at One Independent Drive, Jacksonville, Florida 32202,
and our telephone number is (904) 360-2700. Our Web site is located at
www.idea.com. Information contained on our Web site should not be considered a
part of this prospectus.

5
<PAGE>

The Offering

<TABLE>
<S> <C>
Common stock offered by Idea
Integration..................... shares

Common stock to be outstanding
after this offering............. shares

Common stock to be held by MPS
after this offering............. shares

Use of proceeds................... For general corporate purposes, including
hiring additional personnel, strategic
acquisitions and investments, working
capital, and to repay indebtedness of $30.0
million to MPS. See "Use of Proceeds" on
page 19 for more information.

Proposed Nasdaq National Market
Symbol.......................... IDEA
</TABLE>
--------
The total number of shares to be outstanding after this offering excludes:

. options to purchase shares of common stock granted through ,
2000 at a weighted average exercise price of $ per share; and

. shares of common stock reserved for issuance upon exercise of options
that may be granted in the future under our stock option plan.

Except as otherwise indicated, all information in this prospectus:

. assumes no exercise of the underwriters' over-allotment option;

. gives effect to our 430,000-to-1 stock split to be completed in August
2000; and

. gives effect to the assignment of all assets and liabilities that
comprise the e-business solutions division of MPS as described in
"Relationship with MPS; The Reorganization" beginning on page 18.

Idea Integration Corp. is currently a wholly-owned subsidiary of Modis,
Inc., which is the IT subsidiary of Modis Professional Services, Inc. Prior to
the completion of this offering, our business will be separated from that of
Modis under an Agreement and Plan of Reorganization to be entered into among
MPS, Modis, and us. All references to "MPS" in this prospectus are to Modis
Professional Services, Inc. and its subsidiaries other than Idea Integration
Corp. and its subsidiaries. All references to "we," "our," or "us" in this
prospectus are to Idea Integration Corp. and its subsidiaries and include the
historical operating results, assets, and liabilities which comprise the e-
business solutions division of MPS, after giving effect to the transactions
described in "Relationship with MPS; The Reorganization" on page 18.

6
<PAGE>

Summary Consolidated Financial Data
(in thousands, except per share data)

The following summary consolidated historical and pro forma financial data
of our business should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and related notes included elsewhere in this prospectus.
The pro forma data illustrates the impact of all businesses acquired through
June 30, 2000, as if these acquisitions were consummated as of the beginning of
the periods presented, and should be read in conjunction with the pro forma
consolidated financial statements included elsewhere in this prospectus. The as
adjusted balance sheet data summarized below illustrates the impact of this
offering and our proposed use of the estimated net proceeds at an assumed
offering price of $ per share, after deducting the underwriting discounts and
commissions and our estimated offering expenses. This historical and pro forma
information may not be indicative of our future performance and does not
necessarily reflect what our financial position and results of operations would
have been had we operated as a separate, stand-alone entity during the periods
covered.

<TABLE>
<CAPTION>
Year Ended December 31, Six Months Ended June 30,
------------------------------------------- -----------------------------------
Pro Forma Pro Forma
1997 1998 1999 1999 1999 2000 2000
--------- --------- --------- ----------- ----------- ----------- -----------
(audited) (audited) (audited) (unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue................. $53,677 $114,411 $168,158 $207,140 $81,273 $113,335 $115,871
Cost of revenue......... 29,799 64,880 97,949 115,540 47,238 62,615 63,584
------- -------- -------- -------- ------- -------- --------
Gross profit............ 23,878 49,531 70,209 91,600 34,035 50,720 52,287
Operating expenses:
General and
administrative....... 12,787 27,063 37,614 53,470 18,219 40,733 41,566
Depreciation and
amortization......... 1,629 4,693 6,055 8,445 2,739 4,376 4,525
------- -------- -------- -------- ------- -------- --------
Total operating
expenses............ 14,416 31,756 43,669 61,915 20,958 45,109 46,091
------- -------- -------- -------- ------- -------- --------
Income from operations.. 9,462 17,775 26,540 29,685 13,077 5,611 6,196
Other income (expense),
net................... (175) (108) (117) (2,758) (16) (1,043) (1,424)
------- -------- -------- -------- ------- -------- --------
Income before provision
for income taxes...... 9,287 17,667 26,423 26,927 13,061 4,568 4,772
Provision for income
taxes................. 3,884 8,036 11,780 12,063 5,822 2,407 2,515
------- -------- -------- -------- ------- -------- --------
Net income.............. $ 5,403 $ 9,631 $ 14,643 $ 14,864 $ 7,239 $ 2,161 $ 2,257
======= ======== ======== ======== ======= ======== ========
Net income per share:
Basic.................. $ 0.13 $ 0.22 $ 0.34 $ 0.35 $ 0.17 $ 0.05 $ 0.05
======= ======== ======== ======== ======= ======== ========
Diluted................ $ 0.13 $ 0.22 $ 0.34 $ 0.35 $ 0.17 $ 0.05 $ 0.05
======= ======== ======== ======== ======= ======== ========
Weighted average common
shares outstanding:
Basic.................. 43,000 43,000 43,000 43,000 43,000 43,000 43,000
======= ======== ======== ======== ======= ======== ========
Diluted................ 43,000 43,000 43,000 43,000 43,000 43,000 43,000
======= ======== ======== ======== ======= ======== ========
</TABLE>

<TABLE>
<CAPTION>
June 30, 2000
------------------
As
Actual Adjusted
-------- --------
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents.................................... $ 5,047
Working capital (deficit).................................... (11,842)
Total assets................................................. 336,956
Total long-term debt......................................... 6,700
Total stockholder's equity................................... 259,696
</TABLE>

7
<PAGE>

RISK FACTORS

This offering involves a high degree of risk. You should carefully consider
the risks described below before you decide to buy our common stock. If any of
the following risks actually occur, our business, results of operations, or
financial condition would likely suffer. In these circumstances, the market
price of our common stock could decline, and you could lose all or part of your
investment.

Risks Related To Our Business

If we cannot attract, train, and retain qualified employees, we may lose
clients and related revenue.

Our future success depends in large part on our ability to attract, train,
and retain e-business professionals and other personnel. Any inability to
attract, train, and retain a sufficient number of qualified employees could
lead to the loss of existing clients, hamper our efforts to obtain new clients,
and otherwise hinder the growth of our business. Skilled e-business
professionals are in short supply, and this shortage is likely to continue for
some time. As a result, competition for these people is intense, and the
industry turnover rate for them is high. Furthermore, clients or other
companies seeking to develop in-house e-business capabilities may hire away
some of our key employees. This would not only result in the loss of key
employees but could also result in the loss of a client relationship or a new
business opportunity. Any failure to attract a significant number of highly-
skilled professionals, or to retain, train, and motivate the professionals that
we do attract, could impair our ability to adequately manage or obtain new
projects. Moreover, any difficulty we may have in hiring and retaining
qualified professionals will increase our operating expenses and adversely
affect our margins.

Our quarterly revenue and operating results are volatile and may cause our
stock price to fluctuate significantly.

Our quarterly revenue and operating results have varied in the past and may
vary significantly from quarter to quarter in the future. Accordingly, we
believe that period-to-period comparisons of our revenue and operating results
are not a good indication of our future performance. Our results may fluctuate
due to the factors described in these "Risk Factors," including:

. our ability to obtain new client engagements and continue existing
engagements;

. our ability to attract, train, and retain skilled professionals;

. our employee utilization rate, including our ability to move
professionals quickly from completed projects to new engagements;

. changes in our pricing policies or those of our competitors; and

. our ability to manage costs, including personnel costs and support
services costs.

In addition, the loss of a large client or project in any quarterly period
could result in a decline in our revenue and profitability for that period.
Moreover, any write-offs attributable to our larger clients or projects could
exceed our allowance for doubtful accounts and significantly harm our operating
results. Quarterly variations due to these or other factors may cause our
operating results to fall below the expectations of public market analysts or
investors in some future quarter. If this occurs, the price of our common stock
is likely to decline.

The short-term nature of our engagements may result in underuse of our
employees and decreased profitability.

Our clients generally retain us on an engagement-by-engagement basis rather
than under long-term contracts. In addition, our clients can generally reduce
the scope of or terminate our engagements without penalty and with little or no
notice. As a result, our revenue is difficult to predict. Our operating
expenses are relatively fixed and cannot be reduced on short notice to
compensate for unanticipated variations in the number
or size of engagements in progress. Because we incur costs based on our
expectations of future revenue, our

8
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failure to accurately predict our revenue may seriously harm our financial
condition and results of operations. Since large client projects typically
involve multiple engagements or stages, there is a risk that a client may
choose not to retain us for additional stages of a project or that the client
will cancel or delay additional planned projects. These cancellations or delays
may result from factors related to our work product or the progress of the
project, or to general business or financial conditions of the client. If a
client defers, modifies, or cancels an engagement or chooses not to retain us
for additional phases of a project, we may not be able to rapidly move our
employees to other engagements to limit underuse of those employees and the
resulting harm to our operating results.

If we do not keep up with the Internet's rapid technological change, evolving
industry standards, and changing client requirements, our competitiveness could
suffer, causing us to lose clients and related revenue.

The e-business solutions market is characterized by rapidly changing
technology, evolving industry standards, and changing client needs. Our future
success will depend, in part, on our ability to meet these challenges. Among
the most important challenges facing us are the need to:

. continue to develop our strategic and technical expertise;

. influence and respond to emerging industry standards and other
technological changes;

. enhance our current services; and

. develop new services that meet changing customer needs.

If we are unable to meet these challenges in a timely and cost-effective
manner, we may not be able to meet the demands of our clients, which may
adversely affect our revenue and operating results.

We depend on our key personnel, and the loss of any key personnel could disrupt
our operations, adversely affect our business, and result in reduced revenue.

We believe that our future success will depend on the continued employment
of our key management and technical personnel, in particular the services of
Timothy D. Payne, our Chairman and Chief Executive Officer. This dependence is
particularly important to our business because personal relationships are a
critical element of obtaining and maintaining client engagements. If Mr. Payne
or one or more of our key personnel were unable or unwilling to continue in
their present positions, these persons would be very difficult to replace and
our ability to manage our business effectively could be seriously harmed. If
any of these key personnel joins a competitor or forms a competing company,
some of our clients might choose to use the services of that competitor or new
company instead of our own. This would not only result in the loss of key
employees but could also result in the loss of client relationships or new
business opportunities. Any losses of client relationships could seriously harm
our business.

Our failure to meet client expectations or deliver error-free services could
cause us to lose clients and result in negative publicity.

Many of the e-business systems and other applications that we create,
implement, or maintain are critical to our clients' businesses. Any defects or
errors in these applications or any failure to meet clients' expectations could
result in:

. delayed or lost revenue due to adverse client reaction;

. requirements to provide additional services to a client at no charge or
refund fees paid;

. negative publicity regarding us and our services, which could adversely
affect our ability to attract or retain clients and employees; and

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

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<PAGE>

Our written contracts generally limit our liability exposure to
consequential, indirect, and punitive damages that may arise from negligent
acts, errors, mistakes, or omissions in rendering services to our clients.
However, we cannot be sure that these contractual provisions will protect us
from liability for damages if we are sued. Furthermore, our general liability
insurance coverage may become unavailable on reasonable terms or in sufficient
amounts to cover one or more large claims, or our insurer may disclaim coverage
as to any future claim. Any of these claims, even if unsuccessful, could
increase our costs and may distract management from running our business, which
may adversely impact our operating results and the value of your investment.

We operate in a highly competitive and rapidly evolving industry and may not be
able to compete effectively against other current or future e-business
solutions providers.

The markets for the services we provide are highly competitive and rapidly
evolving. Some of our current competitors have longer operating histories,
larger client bases, larger professional staffs, greater brand recognition, and
greater financial, technical, marketing, and other resources than we do. In
addition, barriers to entry are relatively low in the e-business solutions
market. Accordingly, it is possible that new competitors or alliances among
competitors may emerge and rapidly acquire significant market share. In
addition, some of our competitors may develop services that are superior to, or
have greater market acceptance than, the services that we offer. Current and
future competitors also have established or may establish cooperative
relationships among themselves or with third parties to increase their ability
to address customer needs. We may not be able to respond effectively to our
current or future competitors' pricing strategies, technological advances,
advertising campaigns, strategic partnerships, and other initiatives. As a
result, our competitors may be able to devote more resources to the
development, promotion, and sale of their services than we can. Competitors
that offer more standardized or less customized services than we do may have a
substantial cost advantage, which could force us to lower our prices, adversely
affecting our operating margins.

Our failure to successfully complete our transition to being a provider of e-
business solutions may adversely impact our operating results.

We are expending substantial resources to increase our billable headcount,
to develop our brands, and to build our geographic presence to facilitate our
transition to being a provider of e-business solutions. For example, we
substantially increased our marketing expenses beginning in the first quarter
of 2000. We intend to continue to increase our marketing efforts, which may
cause our operating margins to decline. If we fail to successfully promote and
maintain our brand name or incur significant additional expenses in developing
or defending our brand name or developing or defending any additional brand
names, we may not achieve the growth that we expect, and our operating results
may suffer. Our transitioning efforts may produce greater costs and fail to
generate significant increases in our revenue.

Our international operations create special management, foreign currency,
legal, tax, and economic risks.

Currently, we have one office serving the London, England market. We believe
that revenue from international operations may account for an increasingly
significant amount of our revenue in the future, especially if we acquire
additional consulting practices based outside of the United States. As a
result, we are subject to, and expect to be increasingly subject to, a number
of risks, including:

. difficulties relating to managing our business internationally;

. currency fluctuations;

. restrictions against the repatriation of earnings;

. the burdens of complying with a wide variety of foreign laws;

. the absence in some jurisdictions of effective laws to protect our
intellectual property rights; and

. multiple and possibly overlapping tax structures.

10
<PAGE>

Other factors that can adversely affect international operations are changes
in import or export duties and quotas, introduction of tariff or non-tariff
barriers, and economic or political changes in international markets. If any of
these risks materialize, there could be a material negative effect on our
operating results.

We may incur significant costs to attempt to defend or establish our
intellectual property and proprietary rights, and these efforts may not be
successful.

We cannot guarantee that the steps we have taken to protect our proprietary
rights will be adequate to deter misappropriation of our intellectual property.
We may need to spend additional resources in the future to attempt to protect
our rights, and these efforts may not be successful. If we are unable to defend
our trademarks, trade secrets, and other proprietary information, our business
and operating results could suffer. Although we believe that our intellectual
property and proprietary rights do not infringe upon the intellectual property
rights of others, other parties may assert infringement claims against us or
claim that we have violated their intellectual property rights. Any of these
claims, by us or others, could result in significant legal and other costs and
may be a distraction to management. Any claims relating to our use of our
trademarks could result in significant costs to defend our trademark use or to
establish replacement trademarks and undertake associated branding efforts.

Our business often involves the development of software applications for
specific client engagements. We generally retain the right to use any
intellectual property that is developed during a client engagement if the
intellectual property is of general applicability and is not specific to the
client's project. We also develop software applications for our own internal
use, and we retain ownership of these applications. We cannot assure you that
in the future clients will not demand that we assign ownership of or place
restrictions on our use of the work that we produce for them. Issues relating
to ownership and rights to use software can be complicated, and there can be no
assurance that disputes will not arise that affect our ability to reuse this
software. Our costs may increase and our business results may suffer if we
cannot reuse this software.

If we have to write-off a significant amount of goodwill, or adjust the
amortization of our goodwill, our earnings will be negatively impacted.

Because we have made a number of acquisitions, acquired intangible assets,
commonly called goodwill, represent a substantial portion of our assets. As of
June 30, 2000, goodwill comprised 81.0% of our total assets and 105.1% of total
stockholder's equity. If we make additional acquisitions, it is likely that
additional goodwill will be recorded on our books. If it is determined that our
unamortized goodwill has been significantly impaired, or if we adjust the
amortization of our goodwill, we would be required to write-off a substantial
portion of our assets or recognize increased goodwill expense. This change
would negatively affect our earnings. In addition, it could reduce our ability
to obtain necessary capital for our business and seriously harm our stock
price.

We may not effectively manage our growth, and this could harm our business.

Our historical growth has placed, and any further growth is likely to place,
a significant strain on our resources. We expect that the number of our
employees, including management employees, consultants, and sales
representatives, will continue to increase for the foreseeable future. As we
grow, we may need to implement new operational and financial systems and
managerial controls and procedures. In addition, we will need to continually
train and manage our growing workforce. If we do not manage our growth
effectively, our business, financial condition, and operating results will be
harmed.

11
<PAGE>

If we fail to integrate the operations of the companies we have acquired, or
any that we may acquire in the future, our future earnings may suffer as a
result of operating inefficiencies.

We have completed strategic acquisitions in the past and may, when
appropriate in the future, acquire new and complementary businesses. Some of
the risks attendant to these acquisitions include the following:

. it may be difficult to integrate the operations, content, and personnel
of acquired companies into our operations;

. we may need additional financial resources to fund the operations of
acquired companies;

. such acquisitions may disrupt our ongoing business;

. we may not be able to retain key employees of, or maintain the
established vendor relationships of, the acquired businesses due to
management changes;

. we may not be able to implement and maintain uniform standards, controls,
procedures, and policies;

. we may incur significant expenses in connection with our acquisitions;
and

. we may incur substantial, unknown liabilities associated with the
businesses we acquire.

Any of the above risks could prevent us from realizing significant benefits
from our previous acquisitions or from successfully completing future
acquisitions. Failure to successfully integrate any of the companies we have
acquired or any that we may acquire could cause significant operating
inefficiencies and adversely affect our earnings. In addition, the issuance of
our common stock in acquisitions will dilute our stockholder interests, while
the use of cash or debt will deplete our cash reserves. Further, we may incur
significant one-time write-offs as well as recurring amortization charges.
These write-offs and charges could decrease our future earnings or increase any
future losses.

We may not be successful in maintaining our current strategic relationships
with software providers and others or in entering into additional strategic
relationships.

We have entered into strategic relationships with a number of software
providers, application service providers, and Web hosting providers. We rely
upon these relationships for client referrals, cooperative marketing efforts,
access to advanced technology and training, and additional revenue
opportunities, among other benefits. In general, however, these relationships
are nonexclusive and may be terminated by either party at any time after proper
notice. If we are unable to maintain and expand these strategic relationships,
we may not be able to offer desired solutions to our clients, and we may
otherwise lose revenue opportunities, sales leads, marketing opportunities,
access to training, and other benefits.

Increasing government regulation could increase our clients' cost of doing
business over the Internet and slow the growth of our business.

We are subject not only to regulations applicable to businesses generally
but also to laws and regulations governing electronic commerce. For example,
the Telecommunications Act of 1996 prohibits the transmission of some types of
information over the Internet. The scope of the Act's prohibition is currently
unsettled. In addition, although courts recently held unconstitutional
substantial portions of the Communications Decency Act, federal or state
governments may enact, and courts may uphold, similar legislation in the
future. Future legislation could expose companies involved in Internet commerce
to liability. Although there are currently few of these laws and regulations,
state, federal, and foreign governments may adopt more of these laws and
regulations. New legislation or regulations could hamper the growth of the
Internet and decrease its acceptance as a communications and commercial medium.
If this decline occurs, companies may decide in the future not to use our
services. This decrease in the demand for our services would seriously harm our
business and operating results. New laws and regulations may be enacted that
govern or restrict any of the following: user privacy, the pricing and taxation
of goods and services offered over the Internet, the content of Web sites,
consumer protection, and the characteristics and quality of products and
services offered over the Internet.

12
<PAGE>

We may be sued by our employees' former employers, which could result in
significant costs and divert management's attention away from our business.

Some companies have adopted a strategy of attempting to limit competition by
suing or threatening to sue former employees and their new employers. By
adopting this strategy, these companies are attempting to discourage their
current employees from seeking employment with their competitors and their
competitors from recruiting their current employees. As we hire new employees
from our current or potential competitors, we are likely to become a party to
one or more lawsuits involving the former employment of our employees. Any
future litigation against us or our employees, regardless of the outcome, may
result in substantial costs and expenses to us and may divert management's
attention away from the operation of our business.

Our use of fixed-fee contracts may cause us to lose money on client
engagements.

Although we received less than 5.0% of our pro forma revenue in 1999 from
fixed-fee contracts, our use of fixed-fee contracts may increase in the future.
Fixed-fee contracts involve estimating in advance the resources necessary to
perform the engagement and have a significantly greater risk of generating a
loss than time-and-materials contracts. Because we work with complex
technologies in short time frames, it is difficult to judge the time and
resources necessary to complete a project. If we fail to accurately price these
fixed-fee contracts or if we underestimate the time and resources necessary to
complete our projects, we may lose money on these client engagements and our
operating results could be harmed.

Risks Related to Our Relationship With MPS

Our historical financial information may not be representative of our results
as a separate company because our actual costs may differ from the allocations
and adjustments made in our financial statements.

The historical financial information we have included in this prospectus may
not reflect what our results of operations, financial position, and cash flows
would have been had we been a separate, stand-alone entity during the periods
presented or what our results of operations, financial position, and cash flows
will be in the future. This is because:

. MPS did not account for us, and we did not operate, as a single stand-
alone business for the periods presented, and we have made adjustments
and allocations to our financial information to take this fact into
account; and

. the information does not reflect many significant changes that will occur
in our funding and operations as a result of our separation from MPS,
including employee and tax matters.

The adjustments and allocations we have made in preparing our historical
consolidated financial statements may have produced financial statements that
do not accurately reflect what our operations would have been during this
period if we had in fact operated as a stand-alone entity. In addition, we
cannot assure you that our historical results of operations are indicative of
our future operating or financial performance.

MPS will control the outcome of stockholder voting and may exercise its voting
power in a manner adverse to you.

MPS beneficially owns 100% of our outstanding common stock. Following
completion of this offering, MPS will beneficially own approximately % of our
outstanding common stock, or % if the underwriters' over-allotment option is
exercised in full. To date, MPS has elected all of our directors. Following
this offering, as long as MPS beneficially owns a majority of our outstanding
voting stock, MPS will have the right to elect or replace all of our directors.
As a result, following this offering, MPS will continue to have the ability to
control our policies, management, and affairs and will control the outcome of
corporate actions requiring stockholder approval, including the approval of
transactions involving a change in control of our company. MPS's interests may
differ from those of our other stockholders. As a result, MPS may vote its
shares of our

13
<PAGE>

common stock in a manner adverse to our other stockholders. In addition, if MPS
sells its interest in us to a third party, that third party would be able to
control us in the same manner that MPS is currently able to control us.

Our business may suffer if MPS does not distribute the shares of our common
stock it owns.

Following this offering, Modis, a subsidiary of MPS, will own
approximately % of our outstanding common stock, or approximately % if the
underwriters' over-allotment option is exercised in full. MPS has previously
announced that it intends to distribute its shares of Modis common stock to its
stockholders. Modis has not announced any intention to distribute its shares of
our common stock to MPS's shareholders if the distribution occurs. For so long
as MPS or Modis continues to own a substantial amount of our outstanding common
stock, we may not gain all of the benefits we expect as a result of this
offering, such as greater access to capital markets.

Future sales of our common stock may depress our stock price or cause the price
to fluctuate.

If MPS or any future stockholders sell substantial amounts of our common
stock in the public market following this offering, including shares issued
upon exercise of then outstanding options, the market price of our common stock
could fall. The shares of common stock sold in this offering will be freely
tradable, except for any shares purchased by our "affiliates," as defined in
Rule 144 under the Securities Act of 1933.

MPS may, but has not announced any intention to, and is not obligated to,
divest its interest in our common stock. Because MPS is our "affiliate," its
shares will be "restricted shares" under Rule 144 of the Securities Act, but
will become eligible for sale subject to the limitations of Rule 144 and the
expiration of a lock-up agreement with the underwriters. Prior to any
divestiture, the relatively small number of shares of our common stock being
traded in the public market may cause transactions in shares of our stock to
have a disproportionately large and negative impact on the price of our common
stock.

We may have potential business conflicts of interest with MPS with respect to
our past and ongoing relationships that could harm our operations.

Conflicts of interest may arise between MPS and us in a number of areas
relating to our past and ongoing relationships, including:

. labor, tax, employee benefit, indemnification, and other matters arising
from our separation from Modis;

. intellectual property matters;

. employee retention and recruiting;

. major business combinations involving us;

. sales or distributions by MPS of all or any portion of its ownership
interest in us;

. the nature, quality, and pricing of transitional services that MPS has
agreed to provide us; and

. business opportunities that may be attractive to both MPS and us.

Nothing restricts MPS from competing with us. We may not be able to resolve any
potential conflicts, and even if we do, the resolution may be less favorable
than if we were dealing with an unaffiliated party. The potential harm to our
business by any of these conflicts is compounded during the time MPS controls
us and while any of our officers or directors are officers, directors,
shareholders, or employees of MPS. We are therefore subject to control by the
parties with whom we may be in conflict.

Our Vice Chairman of the Board, Derek E. Dewan, is also President, Chief
Executive Officer, and Chairman of the Board of MPS, and two of our other
directors, Peter J. Tanous and John R. Kennedy, are also directors of MPS. The
duties of these persons as directors of MPS may conflict with their duties as
directors of Idea Integration. The directors and officers of MPS have fiduciary
duties to manage MPS, including its

14
<PAGE>

investments in subsidiaries and affiliates such as Idea Integration, in a
manner beneficial to MPS's stockholders. Similarly, our directors and officers
have fiduciary duties to manage our company in a manner beneficial to our
company and our stockholders. In addition, other conflicts of interest exist
and may arise in the future as a result of the extensive relationships between
MPS and Idea Integration. Until such time as MPS no longer controls our
company, potential business conflicts of interest between our company and MPS
may arise as a result of our common board members.

Our certificate of incorporation limits the liability of MPS and our directors
who also serve as MPS directors for actions that may be adverse to us.

Our certificate of incorporation provides that, if MPS acquires knowledge of
a potential transaction or matter that may be a corporate opportunity for both
MPS and us, MPS, its officers, and its directors have no duty to communicate or
offer such corporate opportunity to us. In addition, our directors, officers,
or employees who are also directors, officers, or employees of MPS are entitled
to offer any corporate opportunity to us or MPS as the director, officer, or
employee deems appropriate under the circumstances, in his or her sole
discretion.

Our certificate of incorporation further provides that MPS, its officers,
and its directors will not be liable to us or our stockholders for breach of
any fiduciary duty as a stockholder or controlling person of a stockholder by
reason of the fact that MPS pursues or acquires the corporate opportunity for
itself, directs the corporate opportunity to another person or entity, or does
not communicate information regarding, or offer, such corporate opportunity to
us. In addition, directors, officers, or employees of MPS will not be liable to
us or our stockholders for breach of any fiduciary duty or duty of loyalty or
failure to act in, or not opposed to, our best interests if the director,
officer, or employee offers any corporate opportunity to MPS or does not
communicate information regarding the opportunity to us.

Our certificate of incorporation also provides that any person purchasing or
acquiring an interest in shares of our common stock will be deemed to have
consented to the provisions in our certificate of incorporation relating to
competition by MPS with us, conflicts of interest, and corporate opportunities,
and this consent may restrict the person's ability to challenge transactions
carried out in compliance with these provisions. The articles of incorporation
of MPS do not include comparable provisions and, as a result, persons who are
our directors or officers and who are also directors or officers of MPS may
choose to take action in reliance on such provisions rather than act in a
manner that might be favorable to us but adverse to MPS.

In addition, our certificate of incorporation provides that neither MPS nor
any of its officers or directors shall be liable to us or our stockholders for
breach of any fiduciary duty or duty of loyalty or failure to act in, or not
opposed to, our best interest or the derivation of any improper personal
benefit because MPS or any of its officers or directors, in good faith, takes
any action or exercises any rights or gives or withholds any consent in
connection with any agreement or contract between MPS and us. While the
enforceability of these provisions has not been established under Delaware law
and relevant judicial authority, these provisions may eliminate rights that
might have been available to our stockholders under Delaware law had these
provisions not been included in our certificate of incorporation.

Our costs related to corporate services could increase as our relationship with
MPS changes in the future.

We intend to enter into agreements with MPS under which MPS will provide
corporate and other support services such as legal, tax, risk management, and
cash management services and we, in turn, will provide legal and accounting
services to MPS. In addition, we will continue to participate in MPS's
corporate insurance program.

We expect that our agreements with MPS will be for a one year term, but will
be terminable by us or MPS on 60 days' notice. Further, in the event of MPS's
distribution of our common stock, we would expect to terminate these agreements
after some interim transitional period. These agreements will be made in the
context

15
<PAGE>

of a parent-subsidiary relationship and may have terms and conditions that are
less specific than some agreements that are negotiated at arm's length. If the
agreements are terminated, we expect that we would be able to arrange alternate
suppliers for all the services important to our business. However, if we have
to replicate facilities, services, or employees that we are not using full
time, our costs would increase. We cannot predict the specific areas where our
costs would increase, as that depends upon the growth and needs of our business
at the time the agreements are terminated.

The price of our common stock may fall as a result of the financial or
operating performance of MPS.

The price of our common stock may fall as a result of the financial or
operating performance of MPS. For example, fluctuations in operating and
financial results, litigation, fluctuations in stock price, and senior
management changes affecting MPS could cause a negative investor perception of
our financial or business prospects, which in turn could cause the price of our
common stock to fall or could otherwise adversely affect our business.

We may become liable for the tax obligations of MPS, and this could harm our
business, financial condition, and operating results.

So long as MPS continues to own 80% or more of the voting power and economic
value of our capital stock, we will be included in its consolidated group for
federal income tax purposes. If MPS or other members of its consolidated group
fail to make any federal income tax payments required by law, we would be
liable for the shortfall. Similar principles apply for state income tax
purposes in many states. Under the Tax Disaffiliation Agreement we expect to
enter into with MPS, for so long as we are included in MPS's consolidated
group, we will pay our proportionate share of MPS's income tax liability
computed as if we were a separate taxpayer. Under the proposed Tax
Disaffiliation Agreement, for so long as we are included in MPS's consolidated
group, MPS will have sole authority to respond to and conduct all tax
proceedings, including tax audits, relating to us, to file all income tax
returns on our behalf, and to determine the amount of our liability to, or
entitlement to payment from, MPS. Notwithstanding the Tax Disaffiliation
Agreement, federal law provides that each member of a consolidated group is
liable for the group's entire tax obligation. Although we expect the Tax
Disaffiliation Agreement to provide that MPS will indemnify us for various tax
obligations resulting from our relationship with it, we cannot assure you MPS
will be able to fulfill its obligations under the agreement. See "Certain
Relationships and Related Transactions - Tax Disaffiliation Agreement"
beginning on page 52 for more information.

Risks Related to Your Ownership of Our Common Stock

We have various mechanisms in place to discourage takeover attempts, which may
reduce or eliminate your ability to sell your shares for a premium in a change
of control transaction.

If and when MPS's ownership is reduced to a level where it no longer
controls us, various provisions of our certificate of incorporation and bylaws
may still discourage, delay, or prevent a change in control, which change of
control a stockholder may consider favorable. These provisions include:

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

. requiring super-majority voting for some amendments to our certificate of
incorporation and bylaws;

. imposing limitations on who may call special meetings of stockholders;

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

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

16
<PAGE>

In addition, Section 203 of the Delaware General Corporation Law and our
stock incentive plan may discourage, delay, or prevent a change in control of
our company.

Purchasers in this offering will incur immediate and substantial dilution.

The initial public offering price of our common stock will be substantially
higher than the book value per share of the outstanding common stock.
Consequently, if we were liquidated for book value immediately following this
offering, each stockholder purchasing in this offering would receive less than
the price they paid for their common stock. In addition, because our success is
so heavily dependent on our ability to attract and retain talented personnel,
we expect to offer a significant number of stock options to employees. These
issuances may cause further dilution to investors.

FORWARD-LOOKING STATEMENTS

Some of the statements under "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business," and elsewhere in this prospectus constitute forward-looking
statements. All projections contained in this prospectus, including those set
forth in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," are forward-looking statements. These statements
involve known and unknown risks, uncertainties, and other factors that may
cause our actual results, levels of activity, performance, or achievements to
be materially different from any future results, levels of activity,
performance, or achievements expressed or implied by these forward-looking
statements.

Forward-looking statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology like "may," "will," "should," "could," "expects," "plans,"
"projected," "anticipates," "believes," "estimates," "predicts," "potential,"
or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions. Actual events or results may differ
materially. In evaluating these statements, you should specifically consider
various factors, including the risks outlined under "Risk Factors." These
factors may cause our actual results to differ materially from any forward-
looking statement.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results and do not intend to do so.

CAUTIONARY NOTE REGARDING STATISTICAL DATA

This prospectus contains statistical data regarding, among other things, our
industry and the market for Internet services. We have taken this data from
information published by sources specializing in research of the relevant
subject matter. However, this data is by its nature imprecise, and we caution
you not to unduly rely on it.

17
<PAGE>

RELATIONSHIP WITH MPS; THE REORGANIZATION

We currently are a wholly-owned subsidiary of Modis, Inc. Modis is the IT
subsidiary of MPS. MPS has previously announced a plan to spin off Modis as an
independent company, with MPS continuing to operate its professional services
business and distributing to its stockholders all of the outstanding stock of
Modis. If MPS completes this distribution, Modis, which is our direct parent
corporation, would be a separate public company. MPS is not obligated to
complete the distribution, which is subject to market and other conditions,
including regulatory approvals and a favorable letter ruling from the Internal
Revenue Service. Neither MPS nor Modis has announced any plans to distribute,
sell, or otherwise transfer its shares of our common stock.

Prior to the completion of this offering, our business will be separated
from that of Modis under an Agreement and Plan of Reorganization to be entered
into among us, MPS, and Modis. This separation, which we refer to as the
Reorganization, will be effected by the contribution to us of the stock and
membership interests in the subsidiaries, as well as the other assets, that
comprise the e-business solutions division of MPS. We will also enter into
agreements with MPS under which MPS will provide corporate and other services
to us, and which will otherwise govern the terms of our relationship with MPS,
following this offering. These agreements are described more fully in the
section entitled "Certain Relationships and Related Transactions" beginning on
page 51.

Our certificate of incorporation limits the liability of MPS and its
officers and directors for matters involving our relationship with MPS such as
conflicts of interest and breaches of fiduciary duties. See "Description of
Capital Stock - Additional Certificate of Incorporation Provisions" beginning
on page 56.

18
<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of the shares of common stock offered by us
will be approximately $ million. If the underwriters fully exercise the
over-allotment option, the net proceeds of the shares sold by us will be
approximately $ million. "Net Proceeds" is what we expect to receive after
paying underwriting discounts and commissions and estimated offering expenses.
Net proceeds are calculated using the initial public offering price of $ per
share.

We intend to use the proceeds from this offering for general corporate
purposes, including hiring additional personnel, strategic acquisitions and
investments, working capital, and for the repayment of indebtedness in the
amount of $30.0 million to MPS under the Agreement and Plan of Reorganization.
See "Certain Relationships and Related Transactions" on page 51 for more
information. Pending these uses, we will invest the net proceeds in investment
grade, interest-bearing securities.

DIVIDEND POLICY

We do not anticipate paying any cash dividends. Instead, we will retain our
earnings to finance the expansion of our business and for general corporate
purposes. Our board of directors will have the authority to declare and pay
dividends on the common stock, in its discretion, as long as there are funds
legally available to do so.

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<PAGE>

CAPITALIZATION

The following table illustrates our capitalization as of June 30, 2000. The
"As Adjusted" information below reflects the receipt of the estimated net
proceeds from our sale of shares of common stock at an assumed initial
offering price of $ per share, after deducting the estimated underwriting
discounts and commissions and estimated offering expenses, and the repayment of
our outstanding indebtedness owed to MPS. This table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and accompanying notes
included elsewhere in this prospectus.

<TABLE>
<CAPTION>
June 30, 2000
-----------------
As
Actual Adjusted
-------- --------
(in thousands)
<S> <C> <C>
Short-term debt.............................................. $ 35,511 $
Total long-term debt......................................... 6,700
Stockholder's equity:
Preferred stock, $.01 par value per share, 50,000,000 shares
authorized, 0 shares issued and outstanding...............
Common stock, $.01 par value per share, 150,000,000 shares
authorized, 43,000,000 shares issued and outstanding
actual, shares outstanding as adjusted................ 430
Stockholder's net investment................................ 259,266
-------- ---
Total stockholder's equity................................. 259,696
-------- ---
Total capitalization...................................... $301,907 $
======== ===
</TABLE>

The foregoing table does not include stock options to purchase common stock,
which are more fully described in "Management - Omnibus Incentive Plan"
beginning on page 48.

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<PAGE>

DILUTION

Our pro forma net tangible book value as of June 30, 2000 was $ million
or $ per share of common stock. Pro forma net tangible book value per share
represents the amount of our total tangible assets reduced by the amount of our
total liabilities and divided by the total number of shares of common stock
outstanding. For additional information, see "Capitalization" on page 20.

After giving effect to the sale of shares of common stock offered by
this prospectus at the initial public offering price of $ per share and
receipt of the estimated net proceeds therefrom, our pro forma net tangible
book value as of June 30, 2000 would have been $ million or $ per share.
This represents an immediate increase in pro forma net tangible book value of
$ per share to our existing stockholder and an immediate dilution of $ per
share to the new investors. If the initial public offering price is higher or
lower, the dilution to new investors will be, respectively, greater or less.
The following table illustrates this per share dilution.

<TABLE>
<S> <C> <C>
Initial public offering price per share.......................... $
Pro forma net tangible book value per share at June 30, 2000... $
Pro forma increase attributable to new investors...............
----
Pro forma net tangible book value per share after this offering.. $
Pro forma dilution per share to new investors.................... $
====
</TABLE>

The following table summarizes on a pro forma basis, as of June 30, 2000,
the differences between the number of shares of common stock purchased from us,
the aggregate consideration paid to us, and the average price per share paid by
our existing stockholder and new investors purchasing shares of common stock in
this offering, before deduction of estimated discounts and commissions and
estimated offering expenses payable by us.

<TABLE>
<CAPTION>
Shares
Purchased Total Consideration
-------------- ---------------------- Average Price
Number Percent Amount Percent Per Share
------ ------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Existing Stockholder..
New Investors.........
--- --- ---------- --------- ---
Total...............
=== === ========== ========= ===
</TABLE>

The information presented about our existing stockholder excludes as of
, 2000 shares subject to outstanding options, under our stock option
plan at a weighted average exercise price of $ per share. To the extent these
options had been exercised as of , pro forma net tangible book value per
share after this offering would be $ and total dilution per share to new
investors would be $ .

21
<PAGE>

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

The data as of December 31, 1995, August 11, 1996, and December 31, 1996,
and for the year ended December 31, 1995, for the period from January 1, 1996
to August 11, 1996, and for the period from August 12, 1996 (inception) to
December 31, 1996 has been derived from unaudited consolidated financial
statements, which are not included in this prospectus. The following data,
insofar as it relates to each of the years 1997, 1998, and 1999, has been
derived from consolidated financial statements audited by
PricewaterhouseCoopers LLP, independent certified public accountants.
Consolidated balance sheets at December 31, 1998 and 1999 and the related
statements of operations, stockholder's equity and cash flows for each of the
three years in the period ended December 31, 1999 and notes thereto appear
elsewhere in this prospectus. The data for the six months ended June 30, 1999
and 2000 has been derived from unaudited consolidated financial statements also
appearing herein and which, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair statement of the results for the unaudited interim periods. The pro forma
data for the year ended December 31, 1999 and for the six months ended June 30,
2000 illustrates the impact of all businesses acquired through June 30, 2000 as
if these acquisitions were consummated as of the beginning of the periods
presented and has been derived from unaudited pro forma consolidated financial
statements appearing elsewhere in this prospectus. For more information on the
pro forma presentation below, see Note 5 to our consolidated financial
statements on page F-7.

<TABLE>
<CAPTION>
Predecessor Company Year Ended December 31,
------------------------ Inception -------------------------------------------
Year Ended Through through
December 31, August 11, December 31, Pro Forma
1995 1996 1996 1997 1998 1999 1999
------------ ----------- ------------ --------- --------- --------- -----------
(unaudited) (unaudited) (unaudited) (audited) (audited) (audited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Revenue........... $5,644 $4,734 $15,682 $53,677 $114,411 $168,158 $207,140
Cost of revenue... 2,736 2,129 8,956 29,799 64,880 97,949 115,540
------ ------ ------- ------- -------- -------- --------
Gross profit..... 2,908 2,605 6,726 23,878 49,531 70,209 91,600
Operating
expenses:
General and
administrative.. 903 965 4,376 12,787 27,063 37,614 53,470
Depreciation and
amortization.... 31 21 517 1,629 4,693 6,055 8,445
------ ------ ------- ------- -------- -------- --------
Total operating
expenses....... 934 986 4,893 14,416 31,756 43,669 61,915
------ ------ ------- ------- -------- -------- --------
Income from
operations....... 1,974 1,619 1,833 9,462 17,775 26,540 29,685
Other income
(expense), net... 41 20 (34) (175) (108) (117) (2,758)
------ ------ ------- ------- -------- -------- --------
Income before
provision for
income taxes..... 2,015 1,639 1,799 9,287 17,667 26,423 26,927
Provision for
income taxes..... 836 680 788 3,884 8,036 11,780 12,063
------ ------ ------- ------- -------- -------- --------
Net income........ $1,179 $ 959 $ 1,011 $ 5,403 $ 9,631 $ 14,643 $ 14,864
====== ====== ======= ======= ======== ======== ========
Net income per
share:
Basic............ $ 0.03 $ 0.02 $ 0.02 $ 0.13 $ 0.22 $ 0.34 $ 0.35
====== ====== ======= ======= ======== ======== ========
Diluted.......... $ 0.03 $ 0.02 $ 0.02 $ 0.13 $ 0.22 $ 0.34 $ 0.35
====== ====== ======= ======= ======== ======== ========
Weighted average
common shares
outstanding:
Basic............ 43,000 43,000 43,000 43,000 43,000 43,000 43,000
====== ====== ======= ======= ======== ======== ========
Diluted.......... 43,000 43,000 43,000 43,000 43,000 43,000 43,000
====== ====== ======= ======= ======== ======== ========
<CAPTION>
Six Months Ended June 30,
-----------------------------------
Pro Forma
1999 2000 2000
----------- ----------- -----------
(unaudited) (unaudited) (unaudited)
<S> <C> <C> <C>
Statement of
Operations Data:
Revenue........... $81,273 $113,335 $115,871
Cost of revenue... 47,238 62,615 63,584
----------- ----------- -----------
Gross profit..... 34,035 50,720 52,287
Operating
expenses:
General and
administrative.. 18,219 40,733 41,566
Depreciation and
amortization.... 2,739 4,376 4,525
----------- ----------- -----------
Total operating
expenses....... 20,958 45,109 46,091
----------- ----------- -----------
Income from
operations....... 13,077 5,611 6,196
Other income
(expense), net... (16) (1,043) (1,424)
----------- ----------- -----------
Income before
provision for
income taxes..... 13,061 4,568 4,772
Provision for
income taxes..... 5,822 2,407 2,515
----------- ----------- -----------
Net income........ $ 7,239 $ 2,161 $ 2,257
=========== =========== ===========
Net income per
share:
Basic............ $ 0.17 $ 0.05 $ 0.05
=========== =========== ===========
Diluted.......... $ 0.17 $ 0.05 $ 0.05
=========== =========== ===========
Weighted average
common shares
outstanding:
Basic............ 43,000 43,000 43,000
=========== =========== ===========
Diluted.......... 43,000 43,000 43,000
=========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
Predecessor Company December 31, June 30,
--------------------------------- ----------------------------------------- -----------------------
December 31, 1995 August 11, 1996 1996 1997 1998 1999 1999 2000
----------------- --------------- ----------- --------- --------- --------- ----------- -----------
(unaudited) (unaudited) (unaudited) (audited) (audited) (audited) (unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents......... $ 195 $ 597 $ 1,056 $ 3,052 $ 8,940 $ 4,819 $ 11,914 $ 5,047
Working capital
(deficit)........... 1,348 4,745 4,139 5,134 18,081 18,124 30,013 (11,842)
Total assets......... 1,729 5,567 45,125 65,012 193,872 241,873 219,230 336,956
Total long-term
debt................ -- -- 1,500 7 -- 2,262 1,427 6,700
Total stockholder's
equity.............. 1,525 4,744 40,346 54,561 180,194 216,610 201,631 259,696
</TABLE>

22
<PAGE>

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

The following discussion should be read in conjunction with our financial
statements and the notes to those statements included elsewhere in this
prospectus.

Overview

Our operations began in 1996 following the acquisitions of two well-
established companies specializing in IT solutions, systems integration, and
custom software development. Commencing in late 1998 and continuing to the
present, we have been transitioning from being a provider of project-based IT
solutions, or systems integration, to being a provider of e-business solutions.
As a result of this transition, our operating and financial performance during
1999 reflected characteristics of the project-based IT solutions industry, such
as modest growth in demand for enterprise IT solutions during the last six
months of 1999, as well as characteristics of the e-business solutions
industry, such as higher bill rates and greater demand for Web-based IT
solutions. As the market for e-business solutions continues to mature and we
complete our transition to being a provider of e-business solutions, we expect
to increase our bill rates and the number of e-business professionals
delivering our services as well as to experience higher demand for our e-
business solutions. While we expect these trends to result in higher revenue
growth and corresponding gross profits, we cannot assure you that the increases
in our costs will not exceed our revenue growth.

Since our inception, we have been profitable and an important part of MPS's
earnings. For example, during 1999 we contributed approximately 10% of the
consolidated revenue of MPS while contributing approximately 25% of
consolidated earnings before interest, taxes, and depreciation and
amortization, or EBITDA, during the same period. Prior to 2000, MPS focused on
operating our company as a profitable unit of its own business and constrained
our growth to the extent it would jeopardize MPS's profitability. For example,
MPS limited our ability to hire e-business professionals prior to a specific
engagement, resulting in us not having the optimal level of e-business
professionals to take advantage of our growth opportunities. In addition, we
did not have a separate brand name, which limited our ability to market our
services to our clients and to attract and retain professionals. In 2000, we
began engaging in these activities primarily to build geographic presence,
increase billable headcount, and establish the Idea Integration and Idea.com
brands. In March 2000, we introduced our brand name on a national scale. We
anticipate incurring additional expenses in the immediate future as we continue
to invest in development of our brand names, our national sales and marketing
campaigns, and our recruiting and hiring initiatives.

We derive our revenue primarily from the delivery of professional services.
We offer our services to clients primarily under time-and-materials contracts
and to a lesser extent under fixed-fee contracts. For time-and-materials
projects, we recognize revenue based on the number of hours worked by e-
business professionals at a rate per hour agreed upon with our clients. We
recognize revenue from fixed-fee contracts on a percentage-of-completion method
based on project hours worked. The percentage of our revenue from fixed-fee
contracts was less than 5% of our total revenue in 1999 and 1998. We believe
the revenue provided from fixed-fee contracts as a percentage of revenue will
increase as we expand our e-business service offerings. Approximately 5% of our
revenue is derived from commissions or royalties from our alliance partners
related to sales of packaged software and infrastructure products. We recognize
revenue from royalties and sales of packaged software and infrastructure
products when the final sale is made and there is no longer any obligation to
provide further services related to the sale.

23
<PAGE>

Our cost of revenue consists primarily of employee compensation and benefits
for project personnel. General and administrative expenses consist primarily of
compensation and benefits programs for our employees which are not directly
related to the delivery of projects including our executive management, sales
and marketing, administration, information technology, recruiting, and human
resources personnel. General and administrative expenses also include research
and development expenses and operating expenses such as rent, insurance,
telephones, office supplies, travel, outside professional services, training,
and facilities costs. We expect all of our costs to increase as we add
additional personnel, expand our sales and marketing efforts, open new offices,
increase our recruiting efforts, enhance our information systems, and incur
additional costs related to the growth of our business and operations as a
public company.

Since our inception in 1996, we have acquired a number of businesses to
expand geographically and further our transition to being an e-business
solutions provider. Each of these transactions has been accounted for under the
purchase method of accounting. The purchase prices were allocated to net
tangible assets, which consisted primarily of cash, accounts receivable,
property and equipment, accounts payable, and notes payable, and intangible
assets, which consisted primarily of goodwill of $273.0 million resulting from
these transactions. This goodwill is being amortized over an average of 38
years. We anticipate that a material portion of our revenue will be derived
from these acquired companies in the immediate future. As we continue to grow
our business, we expect to acquire additional companies that complement our
business. See our consolidated financial statements and related notes for more
information relating to our acquisitions.

Results of Operations

The following table sets forth the percentage of revenue of some items
included in our consolidated statements of operations:

<TABLE>
<CAPTION>
Six Months
Years Ended Ended June
December 31, 30,
------------------- ------------
1997 1998 1999 1999 2000
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenue................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenue......................... 55.6 56.7 58.2 58.1 55.2
----- ----- ----- ----- -----
Gross profit............................ 44.4 43.3 41.8 41.9 44.8
Operating expenses:
General and administrative............. 23.8 23.7 22.4 22.4 35.9
Depreciation and amortization.......... 3.0 4.1 3.6 3.4 3.9
----- ----- ----- ----- -----
Total operating expenses.............. 26.8 27.8 26.0 25.8 39.8
----- ----- ----- ----- -----
Income from operations.................. 17.6 15.5 15.8 16.1 5.0
----- ----- ----- ----- -----
Other income (expense), net............. (0.3) (0.1) (0.1) -- (0.9)
Income before provision for income
taxes................................. 17.3 15.4 15.7 16.1 4.1
Provision for income taxes.............. 7.2 7.0 7.0 7.2 2.1
----- ----- ----- ----- -----
Net income.............................. 10.1% 8.4% 8.7% 8.9% 2.0%
===== ===== ===== ===== =====
</TABLE>

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999

Revenue. Revenue increased $32.0 million or 39.4% to $113.3 million during
the six months ended June 30, 2000 from $81.3 million during the six months
ended June 30, 1999. The increase was primarily a result of a combination of
internal growth and the acquisition of businesses and to a lesser extent from
an increase in bill rates.

Gross Profit. Gross profit increased $16.7 million or 49.1% to $50.7 million
during the six months ended June 30, 2000 from $34.0 million during the six
months ended June 30, 1999. Gross profit as a percentage of revenue increased
to 44.8% during the six months ended June 30, 2000 from 41.9% during the six
months ended June 30, 1999. This increase was primarily as a result of an
increase in the percentage of our revenue

24
<PAGE>

being derived from pure e-business solutions projects, which provide higher
gross margins than the more traditional business solutions projects which
comprised a higher percentage of revenue in the six months ended June 30, 1999.
During the same period, our cost of revenue as a percentage of revenue
decreased from 58.1% to 55.2% due, in part, to our increased use of salaried,
rather than hourly, professionals. Typically, our compensation costs related to
hourly professionals are higher than the compensation costs of salaried
professionals.

General and Administrative Expenses. General and administrative, or G&A,
expenses increased $22.5 million or 123.6% to $40.7 million during the six
months ended June 30, 2000 from $18.2 million as of June 30, 1999. G&A expenses
as a percentage of revenue increased to 35.9% during the six months ended
June 30, 2000 from 22.4% during the six months ended June 30, 1999. This
increase was due primarily to our investments associated with our transition to
being an e-business solutions provider during the six months ended June 30,
2000. These expenditures included costs for sales and marketing, recruiting and
hiring, and advertising and brand name roll-out. These expenses were not
incurred in the six months ended June 30, 1999 at the same levels, as MPS was
relying upon us to contribute a large portion of MPS's consolidated earnings.

Depreciation and Amortization. Depreciation and amortization expense
consists primarily of the amortization of intangible assets as a result of our
acquisitions. Depreciation and amortization increased $1.7 million or 59.2% to
$4.4 million during the six months ended June 30, 2000 from $2.7 million during
the six months ended June 30, 1999. The increase is primarily due to the timing
of our acquisitions.

Other Income (Expense), Net. Other income (expense), net relates primarily
to interest income from cash on hand at banks and interest expense related to
notes payable to former shareholders of acquired companies. Other expense
increased to $1.0 million during the six months ended June 30, 2000 from less
than $0.1 million during the six months ended June 30, 1999. This increase was
primarily due to the $30.0 million of debt due to MPS that arose during the six
months ended June 30, 2000.

Provision for Income Taxes. The provision for income taxes decreased $3.4
million or 58.6% during the six months ended June 30, 2000 to $2.4 million from
$5.8 million during the six months ended June 30, 1999. The effective tax rate
increased from 44.6% during the six months ended June 30, 1999 to 52.7% during
the six months ended June 30, 2000. This increase is due to the increase of
non-tax deductible intangible amortization as a percentage of pre-tax income.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenue. Revenue increased $53.8 million or 47.0% to $168.2 million during
fiscal 1999 from $114.4 million during fiscal 1998. The increase was
attributable to a combination of internal growth and the acquisition of
businesses and to a lesser extent from an increase in bill rates.

Gross Profit. Gross profit increased $20.7 million or 41.8% to $70.2 million
during fiscal 1999 from $49.5 million during fiscal 1998. The increase in
absolute dollars of gross profit was due to a combination of internal growth
and growth through the acquisition of businesses. Gross profit as a percentage
of revenue decreased to 41.8% from 43.3% because we incurred higher costs of
revenue primarily due to an increase in compensation costs due to the
competitive recruiting and retention environment during fiscal 1999. In
addition, we were required to increase salaries as a result of our inability to
offer equity participation in a dedicated e-business solutions provider in a
manner similar to our competitors.

General and Administrative Expenses. G&A expenses increased $10.5 million or
38.7% to $37.6 million during fiscal 1999 from $27.1 million during fiscal
1998. The increase in G&A expenses was primarily due to the incremental
expenses resulting from acquired businesses. G&A expenses as a percentage of
revenue decreased to 22.4% for fiscal 1999 from 23.7% during fiscal 1998. This
decrease was primarily due to MPS relying on us to maximize profitability. To
maximize profitability, we limited our investment in many items that are
included in G&A expenses such as: a separate brand and the related marketing of
that brand, training

25
<PAGE>

programs, recruiting and hiring initiatives, and a national sales effort. We
expect G&A expenses to increase, both in total dollars and as a percentage of
revenue, in future periods as we increase our investments in these initiatives.

Depreciation and Amortization. Depreciation and amortization expense
consists primarily of the amortization of intangible assets. Depreciation and
amortization increased $1.4 million or 29.8% to $6.1 million during fiscal 1999
from $4.7 million during fiscal 1998. The increase is primarily a result of
acquisitions that occurred during fiscal 1999 and 1998. We anticipate that the
expenses related to the amortization of intangible assets will increase in
future periods as we continue to make strategic acquisitions.

Other Income (Expense), Net. Other income (expense), net relates primarily
to interest income from cash on hand at banks and interest expense related to
notes payable issued to the former shareholders of acquired companies. Other
expense remained relatively constant at approximately $0.1 million during
fiscal 1999 and 1998.

Provision for Income Taxes. The provision for income taxes increased $3.8
million or 47.5% to $11.8 million during fiscal 1999 from $8.0 million during
fiscal 1998. The effective tax rate decreased to 44.6% during fiscal 1999 from
45.5% during fiscal 1998. This decrease was primarily due to the reduced effect
of non-deductible intangible amortization as a result of the increase in pre-
tax income.

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

Revenue. Revenue increased $60.7 million or 113.0% to $114.4 million during
fiscal 1998 from $53.7 million during fiscal 1997. The increase was
attributable to the acquisition of businesses, which resulted in increases in
the number and size of client engagements.

Gross Profit. Gross profit increased $25.6 million or 107.1% to $49.5
million during fiscal 1998 from $23.9 million during fiscal 1997. The increase
in absolute dollars of gross profit was due primarily to the acquisition of
businesses. Gross profit as a percentage of revenue decreased to 43.3% from
44.4% primarily as a result of an increase in compensation and benefits paid to
our e-business professionals.

General and Administrative Expenses. G&A expenses increased $14.3 million or
111.7% to $27.1 million during fiscal 1998 from $12.8 million during fiscal
1997. G&A expenses as a percentage of revenue decreased to 23.7% for fiscal
1998 from 23.8% during fiscal 1997. The majority of the increase was due to the
additional expenses contributed by acquired companies.

Depreciation and Amortization. Depreciation and amortization expense
consists primarily of the amortization of intangible assets as a result of our
acquisitions. Depreciation and amortization increased $3.1 million or 193.8% to
$4.7 million during fiscal 1998 from $1.6 million during fiscal 1997. The
increase is primarily a result of acquisitions that occurred during fiscal 1998
and 1997.

Other Income (Expense), Net. Other income (expense), net relates primarily
to interest income from cash on hand at banks and interest expense related to
notes payable issued to the former shareholders of acquired companies. Other
expense remained relatively constant at $0.1 million during fiscal 1998 and
$0.2 million during fiscal 1997.

Provision for Income Taxes. The provision for income taxes increased $4.1
million or 105.1% to $8.0 million during fiscal 1998 from $3.9 million during
fiscal 1997. The effective tax rate increased to 45.5% during fiscal 1998 from
41.8% during fiscal 1997. This increase was primarily due to the increase in
non-deductible intangible amortization as a result of acquisitions that
occurred during fiscal 1998.

26
<PAGE>

Quarterly Results of Operations

The following table sets forth a summary of our unaudited quarterly
operating results for each of the eight quarters ended June 30, 2000 and the
percentage of our revenue represented by each item in the respective quarters.
This data has been derived from our unaudited interim financial statements
which, in our opinion, have been prepared on substantially the same basis as
the audited consolidated financial statements contained elsewhere in this
prospectus and include all normal recurring adjustments necessary for a fair
presentation of the financial information for the periods presented. These
unaudited quarterly results should be read in conjunction with our audited
consolidated financial statements and related notes included elsewhere in this
prospectus. The operating results in any quarter are not necessarily indicative
of the results that may be expected for a full year or in any future period.

During fiscal 1999 and leading into fiscal 2000, we were continuing our
transition to being a provider of e-business solutions. Our results in the
third and fourth quarters of 1999 were affected in part by this strategic
transition combined with the effects of the spending patterns of our clients.
During this transition, a portion of our revenue came from traditional IT
project-based services, which experienced an anticipated decrease as we entered
the latter part of fiscal 1999. A large portion of our revenue is derived from
Fortune 1000 clients, many of whom experienced a deferral in IT spending in the
latter half of 1999 due to their resources being diverted from e-business
solutions projects to address year 2000 issues. In addition, our client base
did not include a large percentage of Internet start-up companies, commonly
referred to as "dot com" clients, who were large users of e-business services
in the latter part of fiscal 1999.

<TABLE>
<CAPTION>
Quarters Ended
------------------------------------------------------------------------------
Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30,
1998 1998 1999 1999 1999 1999 2000 2000
--------- -------- -------- -------- --------- -------- -------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue................. $32,501 $33,794 $38,047 $43,226 $44,485 $42,400 $52,781 $60,554
Cost of revenue......... 18,717 19,117 22,400 24,839 24,938 25,772 29,977 32,638
------- ------- ------- ------- ------- ------- ------- -------
Gross profit............ 13,784 14,677 15,647 18,387 19,547 16,628 22,804 27,916
Operating expenses:
General and
administrative....... 7,673 8,560 8,957 9,261 9,099 10,297 18,468 22,265
Depreciation and
amortization......... 1,291 1,305 1,326 1,413 1,620 1,696 2,037 2,339
------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses............ 8,964 9,865 10,283 10,674 10,719 11,993 20,505 24,604
------- ------- ------- ------- ------- ------- ------- -------
Income from operations.. 4,820 4,812 5,364 7,713 8,828 4,635 2,299 3,312
Other income (expense),
net................... (26) (2) -- (16) (46) (55) (402) (641)
------- ------- ------- ------- ------- ------- ------- -------
Income before provision
for income taxes...... 4,794 4,810 5,364 7,697 8,782 4,580 1,897 2,671
Provision for income
taxes................. 2,180 2,188 2,391 3,431 3,916 2,042 999 1,408
------- ------- ------- ------- ------- ------- ------- -------
Net income.............. $ 2,614 $ 2,622 $ 2,973 $ 4,266 $ 4,866 $ 2,538 $ 898 $ 1,263
======= ======= ======= ======= ======= ======= ======= =======
As a Percentage of
Revenue:
Revenue................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of revenue......... 57.6 56.6 58.9 57.5 56.1 60.8 56.8 53.9
------- ------- ------- ------- ------- ------- ------- -------
Gross profit............ 42.4 43.4 41.1 42.5 43.9 39.2 43.2 46.1
Operating expenses:
General and
administrative....... 23.6 25.3 23.5 21.4 20.5 24.3 35.0 36.8
Depreciation and
amortization......... 4.0 3.9 3.5 3.3 3.6 4.0 3.9 3.9
------- ------- ------- ------- ------- ------- ------- -------
Total operating
expenses............ 27.6 29.2 27.0 24.7 24.1 28.3 38.9 40.7
------- ------- ------- ------- ------- ------- ------- -------
Income from operations.. 14.8 14.2 14.1 17.8 19.8 10.9 4.3 5.4
Other income (expense),
net................... (0.1) -- -- -- (0.1) (0.1) (0.8) (1.1)
------- ------- ------- ------- ------- ------- ------- -------
Income before provision
for income taxes...... 14.7 14.2 14.1 17.8 19.7 10.8 3.5 4.3
Provision for income
taxes................. 6.7 6.4 6.3 7.9 8.8 4.8 1.9 2.3
------- ------- ------- ------- ------- ------- ------- -------
Net income.............. 8.0% 7.8% 7.8% 9.9% 10.9% 6.0% 1.6% 2.0%
======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

27
<PAGE>

Liquidity and Capital Resources

We typically fund our working capital and capital expenditure needs through
cash flows from operations. Historically, we have relied on funding from MPS to
make strategic acquisitions. Prior to December 31, 1999, all of the funding
originating from MPS was considered contributed capital. During fiscal 2000, we
received additional funding from MPS in addition to assuming $30.0 million of
intercompany indebtedness that we anticipate will be repaid from the proceeds
of this offering. As of June 30, 2000, we had approximately $30.0 million
indebtedness owed to MPS resulting from this assumption of indebtedness and
$5.0 million in cash and cash equivalents.

Net cash provided by operating activities for the years ended December 31,
1997, 1998, and 1999 was $3.6 million, $13.9 million, and $17.6 million,
respectively. The increase in cash provided by operating activities in each of
these periods was mainly due to increases in the overall revenue of the
business due to both internal growth and acquisitions. Net cash provided by
operating activities for the six months ended June 30, 1999 and 2000 was $3.7
million and $1.2 million, respectively. The decrease in the six months ended
June 30, 2000 was due primarily to a decrease in net income from operations.
This decrease in net income was due primarily to increased expenditures in the
six months ended June 30, 2000.

Net cash used in investing activities for the years ended December 31, 1997,
1998, and 1999 was $10.4 million, $7.4 million, and $41.5 million,
respectively. Net cash used in investing activities for the six months ended
June 30, 1999 and 2000 was $14.9 million and $71.9 million, respectively. Cash
used in investing activities in each period consisted primarily of purchases of
businesses and to a lesser extent purchases of furniture and equipment to
support growth in our infrastructure. We anticipate capital expenditures will
continue to increase significantly to accommodate our growth.

Net cash provided by (used in) financing activities for the years ended
December 31, 1997, 1998, and 1999 was $8.8 million, ($0.6) million, and $19.8
million, respectively. Net cash provided by financing activities for the six
months ended June 30, 1999 and 2000 was $14.2 million and $70.9 million,
respectively. Net cash provided by financing activities for all years consisted
of advances from MPS mainly to fund acquisitions.

We have notes outstanding of $12.2 million which bear interest at rates
ranging from 4.7% to 6.4% and have maturity dates ranging from November 2000 to
November 2001. In addition, we anticipate having to provide contingent
consideration to the former shareholders of one of our acquired companies. The
maximum amount of this consideration is limited to $5.0 million.

We are currently in discussions with commercial lenders to obtain a $50.0
million senior unsecured credit facility, which is anticipated to have a
maturity of three years. We will use this credit facility for general corporate
purposes, acquisitions and expansion, and working capital purposes. We
anticipate that monies outstanding under the credit facility would bear
interest at a floating rate, determined on the basis of either a LIBOR rate or
a prime rate, plus an applicable margin. We anticipate that a credit facility
will be in place by the closing date of the offering, but that no monies will
be outstanding under the credit facility at that time. Banc of America
Securities LLC, an affiliate of Bank of America, N.A., one of the commercial
lenders, is also one of the representatives of the underwriters for this
offering.

We believe that the net proceeds from this offering, combined with current
cash balances and amounts available under our proposed credit facility, will be
sufficient to meet our capital and capital expenditure requirements for at
least the next 12 months. We may need additional financing to fund our cash
requirements beyond 12 months. In this regard, we expect to continue to invest
significantly in the growth of our business, and additional financing may not
be available on terms acceptable to us, or at all.

Market Risk

To date, we have not used derivative financial instruments or derivative
commodity instruments. We do not expect to employ these or other strategies to
hedge market risk in 2000. We invest our cash in money

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market funds, which are subject to minimal credit and market risk. We believe
that the market risks associated with these financial instruments are
immaterial. We realize approximately 97% of our revenue in U.S. dollars and
approximately 3% in foreign currency, primarily in pounds sterling.
Accordingly, we do not believe that we currently have any significant direct
currency exchange rate risk.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 133, "Accounting for
Derivative Instruments and for Hedging Activities." SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
be recorded on the balance sheet as either an asset or liability measured at
fair value. SFAS No. 133 requires that changes in a derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. In June 1999, the FASB issued SFAS No. 137, an amendment to SFAS No. 133,
deferring the effective date of SFAS No. 133. SFAS No. 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000, and cannot
be applied retroactively. We do not participate in hedging activity, and
therefore do not anticipate the adoption of SFAS No. 133 to have a material
effect on our consolidated financial position, results of operations, or cash
flows.

In December 1999, the Securities and Exchange Commission, or the Commission,
issued Staff Accounting Bulletin No. 101, or SAB 101, Revenue Recognition,
which outlines the basic criteria that must be met to recognize revenue and
provides guidance for presentation of revenue and for disclosure related to
revenue recognition policies in financial statements filed with the Commission.
The adoption of SAB 101 did not have a material impact on our consolidated
financial position, results of operations or cash flows.

In March 2000, the FASB issued interpretation No. 44, or FIN 44, "Accounting
for Certain Transactions Involving Stock Compensation," which is an
interpretation of Accounting Principles Board Opinion No. 25, or APB Opinion
25. This interpretation clarifies:

. the definition of employee for purposes of applying APB Opinion 25, which
deals with stock compensation issues;

. the criteria for determining whether a plan qualifies as a
noncompensatory plan;

. the accounting consequence of various modifications to the terms of a
previously fixed stock option or award; and

. the accounting for an exchange of stock compensation awards in a business
combination.

This interpretation is effective July 1, 2000. Some conclusions in this
interpretation, however, cover specific events that occur after either December
15, 1998 or January 12, 2000. To the extent that this interpretation covers
events occurring during the period after December 15, 1998 or January 12, 2000,
but before the effective date of July 1, 2000, the effects of applying this
interpretation are recognized on a prospective basis from July 1, 2000. The
adoption of FIN 44 did not have a material impact on our consolidated financial
statements, results of operations or cash flows.

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BUSINESS

Overview

We maintain relationships with a number of leading technology companies,
including Active Software, BEA Systems, Commerce One, SAP America, Siebel, and
Sun Microsystems, to facilitate our service delivery to clients. Through these
relationships, we are able to integrate their technologies into our e-business
solutions and provide our professionals advanced training in the latest
technologies. We believe these technology relationships will be critical as
other communication technologies such as wireless and broadband become
increasingly incorporated into our e-business solutions for deployment on
personal digital assistants, cellular phones, and pagers.

Our operations began in 1996 following the acquisition of two well-
established companies specializing in IT solutions, system integration, and
custom software development. Since inception, we have grown organically by
developing new geographic operations and new e-business solutions practices. We
have also grown by completing strategic acquisitions and integrating the
operations of the acquired companies. As a result, we have significant
geographic scale and breadth of e-business solutions with over 1,300
professionals serving 18 markets in the United States and one in England.

Our current clients include many leading and emerging companies in the
telecommunications, financial services, utilities and energy, healthcare and
pharmaceutical, automotive, and manufacturing industries. Over the past year,
we have performed substantial services for clients such as AT&T, Compaq,
JCPenney, KPN Qwest, Lucent, Motorola, and PE Corporation.

Industry Background

Growth of the Internet and e-Business Drives Shift in Companies' Business
Strategies

Growth in the information and business services available via the Internet
has fundamentally changed the way that businesses communicate, obtain
information, and purchase and sell goods and services. Companies are using the
Internet to transact business with existing customers, target and acquire new
customers, collaborate with supply-chain partners, and manage distribution
relationships. The Internet also has allowed businesses to identify new product
and service offerings that extend and complement their core markets. As a
result of the significant growth opportunities the Internet presents,
organizations increasingly are investing in strategic e-business solutions to
transform their core business and technology strategies.

Increasingly Competitive Environment Requires Effective e-Business Solutions

Faced with growing competition, deregulation, and globalization, companies
increasingly are looking to implement effective e-business solutions to help
build a competitive advantage. In addition, the rapid pace of technological
change and the limitations of traditional legacy software applications are
resulting in a transition toward Internet-based architectures and applications.
However, successful adoption of e-business solutions can pose strategic,
technical, and design challenges. Effective e-business solutions must integrate
with existing systems as well as continuously evolve with a company's changing
needs. These e-business solutions often are complex and require one or more of
the following: e-business strategy, creative design, e-application

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development, business-to-business solutions, enterprise application
integration, business intelligence, customer relationship management,
enterprise-class software solutions, infrastructure design and deployment, as
well as the ability to provide Web hosting and application services.

Limited In-House Technical Expertise Drives Need for Third Party Services

Few companies have the internal technical expertise required to implement
effective e-business solutions. In addition, many companies that have already
attempted to implement some degree of their e-business solutions recognize the
need to continuously evaluate and upgrade their infrastructure and approach. As
a result, we believe many companies will use an outsourced approach to
implement their e-business strategies. In fact, IDC estimates that the
worldwide market for Internet professional services will grow from $27.3
billion in 2000 to $99.1 billion in 2004. We believe that this growth will be
further accelerated by the emergence of broadband and wireless applications and
the need to deliver customized information to and from any location through
multiple media.

Market Opportunity

In response to this increasing market demand for Internet professional
services, numerous providers have entered the market, including traditional
information technology service firms, systems integrators, and strategic
consulting firms. Newly formed Internet professional service firms, however,
typically lack the knowledge and experience to address the integration needs of
complex network infrastructure and legacy systems. In addition, they may lack
the extensive industry-specific knowledge necessary to provide timely
e-business solutions customized to the unique needs of clients in a particular
industry. Furthermore, the ability of many of these firms to service clients is
constrained by their smaller size, limited geographic scope, and lack of
resources. This has created significant opportunities for an experienced,
large-scale e-business solutions provider with industry-specific knowledge that
can offer clients front-end solutions, such as e-business strategy consulting
and Web branding services, and back-end solutions, such as enterprise software
application development and integration.

Our Solution

We believe we are one of the largest e-business solutions providers in the
United States offering the full range of services necessary to rapidly
implement the digital transformation of companies in a broad range of
industries. We have considerable experience in the timely delivery of complex,
scalable solutions as well as integrated module solutions that perform mission-
critical functions. Our expertise runs across multiple technology platforms and
provides us a competitive advantage over firms that have a more limited
application development and integration background. We believe that our success
to date has been largely attributable to the following key characteristics of
our service offerings:

Comprehensive e-Business Solutions

We provide a broad range of service offerings to facilitate our clients'
diverse and complex e-business strategies. Our expertise in developing and
implementing back-end, technology-driven e-business solutions for our clients
complements our front-end e-business strategy, creative design, and Web
branding services. By offering in-depth technical expertise along with creative
and strategy solutions, we provide our clients with a single source for e-
business solutions. In addition, our comprehensive solutions capability allows
us to tailor our services to our clients' specific solutions needs no matter
where they may be in the process of developing or implementing their e-business
objectives.

Extensive Expertise in Key Industries

We seek to deliver superior solutions for our clients by combining our
comprehensive Internet technology expertise with an in-depth understanding of
the industries in which our clients compete. By understanding our

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clients' businesses, our professionals can effectively manage the
implementation of the chosen e-business solution, saving our clients time and
money. We have developed extensive expertise in the telecommunications,
financial services, utilities and energy, healthcare and pharmaceutical,
automotive, and manufacturing industries through the numerous engagements that
we have completed during our four years of operations. We have developed
particular expertise in the telecommunications industry, which we believe is
increasingly critical to our business as telecommunications services, including
wireless and broadband, are expected to continue to significantly contribute to
the future dramatic growth of the Internet. Given our experience and expertise
in the telecommunications industry, we believe we are well-positioned to
continue to capitalize on this opportunity.

Multi-Level Service Delivery Model

Our multi-level service delivery model, comprised of our local solution
centers, regional acceleration centers, and national practice groups, offers
our clients a comprehensive and tailored approach to service delivery based
upon the scope, nature, and breadth of each particular engagement. Clients
located in markets where we have a solution center benefit from the increased
efficiencies and decreased costs associated with local solution delivery. Our
regional acceleration centers, which provide off-site application development
through a pool of resources with technology-specific skills, serve clients that
are implementing highly complex solutions requiring consultants with specific
technology expertise. Our national practice groups service our clients, either
at their offices or at one of our locations, that require specialized industry
or technical expertise not available locally. Our multi-level service delivery
model allows us to tailor our services to our clients' particular needs,
enables our professionals to work more closely with our clients, and provides
the opportunity for a more seamless transition once our initial engagement is
completed.

Broad Geographic Scope and Availability of Resources

As of June 30, 2000, we employed more than 1,300 e-business professionals
located in the following 19 markets: Atlanta, Chicago, Columbus, Dallas,
Denver, Detroit, Houston, Jacksonville, London, Los Angeles, New York, Oakland,
Philadelphia, Pittsburgh, Raleigh-Durham, Rochester, San Francisco, San Mateo,
and Washington, D.C. Because we employ so many skilled professionals, we can
assure our clients that we are consistently capable of staffing engagements
with sufficient and specialized resources. Our geographic scope, together with
our multi-level service delivery model, allows us to provide services to our
clients in a more timely, cost-effective manner and provides a means for
establishing close ties with clients in more than one location. This geographic
scope also allows us on-site access to clients' complex information technology
infrastructure, which aids and speeds the development of integrated e-business
solutions.

Proprietary Methodologies

Our proprietary software development and project management methodologies,
Idea RoadMap, enable us to provide comprehensive solutions that incorporate our
broad technical knowledge and capitalize on our extensive industry expertise.
Idea RoadMap provides our clients and professionals with proven software
development and project management methodologies that are readily accessible
through our intranet, myidea.com. These standardized methodologies assure
clients that we maintain established software development principles and
procedures that enable clients to effectively monitor the progress of their
projects. In addition, our methodologies are designed to provide a flexible,
scalable, and consistent framework for efficient and successful delivery of our
solutions to meet our clients' objectives.

Our Strategy

Our objective is to become the leading provider of integrated, end-to-end e-
business solutions. To achieve this goal, we are pursuing the following
strategies:

Continue to Attract and Retain High-Quality Professionals

Our ability to attract and retain high-quality professionals is
significantly enhanced by the breadth of our service offerings, our industry
expertise, our history of profitability, and our broad geographic reach. In

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addition, we retain our professionals through programs that provide training in
new technologies and skill enhancement. As a result, we are able to offer
diverse skill development and career paths to our professionals. We intend to
continue to aggressively recruit and retain qualified individuals by
highlighting our work-life balance policy, our ability to offer limited travel
schedules, our high-profile client list, and our focus on emerging technologies
as differentiating factors.

Create and Expand Long-Term Client Relationships

In addition to providing high-quality services, we plan to expand our
business by fostering closer relationships with existing clients, assigning
client managers, identifying new services required by our clients, actively
cross-selling our services, and providing mission-critical, long-term services
such as Web hosting and application services through our strategic alliances.
To generate business from new clients, we intend to continue to build our
national sales and marketing capabilities, expand our consultant base, open
additional solution centers, expand our alliance relationships, and broaden our
industry-specific market expertise. By providing additional services to our
existing client base and aggressively pursuing new client relationships, we
intend to capitalize on the rapidly growing demand for Internet professional
services.

Develop and Expand Practices in Emerging Technologies

Given the rapid development of new technologies, e-business solutions
providers must maintain a constant focus on emerging trends. We have a history
of successfully identifying new technology trends, developing expertise, and
rapidly deploying new technologies through our local solution centers, regional
acceleration centers, and national practice groups. We intend to continue to
develop and expand upon our capabilities in emerging technologies, including
broadband, wireless, and satellite communications. We intend to continue to
recruit the most qualified professionals in these areas, share knowledge and
best practices relating to new technologies through Idea RoadMap, partner with
key providers of emerging technologies, and train our sales force to sell
solutions employing these emerging technologies.

Build on Our Scale and Continue Our Geographic Expansion

Since our inception, we have expanded our business aggressively through a
combination of internal growth and strategic acquisitions. We believe that
continued geographic expansion will increase our ability to attract and serve
new clients. We currently employ over 1,300 professionals located in 18 markets
throughout the United States and one market in England. We plan to expand our
presence domestically and internationally in key markets. In addition, where
appropriate, we plan to offer additional services in locations with existing
offices. Our management team has significant experience in entering new
markets, completing acquisitions, and integrating acquired companies. We will
continue to pursue selective strategic acquisitions to acquire expertise in new
and emerging technologies, hire qualified professionals, enter into new
geographic markets, and expand our client base.

Further Build the Identity and Awareness of the Idea Brand

Since the introduction of our Idea Integration and Idea.com brands in March
2000, we have executed advertising and recruiting campaigns designed to promote
Idea Integration as a premier company in the e-business solutions marketplace.
We plan to continue to aggressively promote the Idea Integration and Idea.com
brands with chief executive and chief information officers of our clients and
prospective clients, as well as the e-business solutions market in general. To
raise brand awareness, we plan to drive Internet traffic to our Web site,
www.idea.com, via print, radio and television media advertising. The
information on our Web site is designed to attract new clients, professionals,
and alliance partners.

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Expand Relationships with Leading Software Providers

We have developed strong alliances with a number of leading e-business
software manufacturers including Active Software, BEA Systems, Commerce One,
SAP America, Siebel Systems, and Sun MicroSystems. We intend to expand our
relationships with these and other similar companies. These relationships
provide us with an opportunity to tailor solutions to meet our clients'
specific needs, assist our alliance partners in selling and marketing their
products, and result in referrals and opportunities to win new project
engagements. In addition, these relationships provide our professionals with
advanced training in the latest technologies.

Extend Relationships with Application Service Providers and Web Hosting
Providers

We will continue to build relationships with a variety of industry-leading
application service providers, or ASPs, and Web hosting providers. We believe
that ASPs will capture a growing portion of the application software market by
providing clients with the benefits of enterprise-class solutions without the
drawbacks of hosting these applications themselves. We intend to use and extend
our current relationships with Applicast, AT&T, Cable & Wireless, Cayenta,
Qwest Communications, Qwest Cyber.Solutions, and Soliance and to enter into new
relationships to reach additional markets and accelerate the adoption of our
services. These relationships enable us to focus on our core competencies while
offering our customers highly complementary services from industry leaders and
innovators.

Our Practices

Our e-business professionals, skilled in a wide variety of technologies,
deliver comprehensive, integrated e-business solutions. Our full-service
approach to e-business solutions incorporates the following practice areas:

e-Application Development

Our specialty is the design and development of e-business architecture and
large scale, mission-critical e-business applications. When our clients have
complex business needs and objectives that require highly integrated e-business
software applications, we deliver custom-tailored e-application solutions
developed either at the client site or at one of our regional acceleration
centers for use by the client's internal staff, customers, or trading partners.
Key services we offer within this practice include:

. e-application design, prototyping, and development - designing the
application to meet functional and technical requirements and using a
variety of tools and technologies to code and develop the application

. portal development - developing a portal accessible via the Web or
wireless devices to deliver relevant aggregate or personalized data to
users

. systems integration - integrating the application with other disparate
systems and databases, whether internal or external to the client

Enterprise Application Integration

Our Enterprise Application Integration, or EAI, practice allows clients to
modernize, consolidate, coordinate, and integrate their existing computer
software applications by optimizing the performance of enterprise applications
and providing seamless links between disparate applications and data.
Typically, we link legacy applications and databases with newly implemented e-
business applications. Key services we offer within this practice include:

. EAI planning - conducting a detailed analysis of the system
relationships, procedures, tools, and architectures that we must meld to
successfully develop an integration platform

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. EAI risk management - identifying critical applications and developing
contingency plans and risk mitigation procedures

. seamless implementation - integrating the target applications and data,
testing the stress points with a variety of tools, and implementing our
solutions

e-Business Strategy

We work with our clients to define realistic and executable strategies for
using the Internet and other digital technologies to create new, or enhance
existing, business models. Our extensive expertise in specific industries along
with our knowledge of the latest technologies and e-business models help our
clients move quickly and decisively towards achieving their e-business goals
and objectives. Key services we offer within this practice include:

. e-business landscape analysis - identifying competitive e-business
opportunities and challenges in our clients' key markets and formulating
specific strategies and action plans

. business process tuning - analyzing, and developing a plan to optimize,
our clients' business processes

Creative Design

Our Creative Design practice combines our technical skill with our creative
and artistic talents. Our professionals work with our clients to develop the
colors, graphic elements, and look and feel that define their Web sites. In
addition, either independently or with our clients' third-party advertising
consultants, we develop new online brands and identities or adapt our clients'
traditional brands and market identities to the Internet. Key services we offer
within this practice include:

. interface design - designing the user interface and navigation
conventions that control operation of the Web site or software
application

. user experience optimization - applying knowledge of user needs,
characteristics, and behavior to develop Web site content and
architecture to enhance Web site efficiency and effectiveness

Business Intelligence

Our Business Intelligence practice delivers solutions that extract, compile,
and interpret business information captured from multiple sources, such as Web
sites, customer information systems, back office systems, and third party data
sources. We provide powerful tools to turn this data into easily accessible,
high- quality, critical business information that may increase customer
loyalty, enable personalization, facilitate cost savings, and target new areas
for growth. With the proliferation of wireless information delivery and
personal digital assistants, our clients expect our solutions to enable them to
provide value-added, personalized information on demand. Using emerging
technologies, such as Wireless Application Protocol, and leveraging
partnerships with industry leaders, our solutions deliver critical business
information to our clients as well as their customers and trading partners
where and when they need it most. Key services we offer within this practice
include:

. data modeling - identifying data standards, developing and maintaining
databases, and defining data aggregation rules

. data cleansing and conversion - developing data cleansing and conversion
methods to access accurate, up-to-date data from multiple sources,
including clickstream data

. report design and generation - enabling clients to perform detailed
analysis via Web browsers, existing applications, or custom reporting
software

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Enterprise Software Solutions

Our Enterprise Software Solutions practice enables our clients to customize,
implement, upgrade, and integrate enterprise-class applications. Key services
we offer within this practice include:

. functional analysis - analyzing and mapping business processes to
enterprise software applications to determine functionality gaps

. configuration - configuring the enterprise software application to
accommodate existing business processes or adapting existing business
processes to the functionality of the application

. integration - integrating the enterprise application with disparate
systems and databases, including legacy applications, other enterprise
applications, Web store-fronts, and business-to-business trading
applications

Business-to-Business Solutions

The e-business professionals assigned to our Business-to-Business Solutions
practice deliver complex interfaces and workflow applications that allow our
clients to conduct business securely and cost-effectively over the Internet
with their customers and trading partners. Our implementation services allow
our customers who are best served by software applications from providers, such
as Commerce One, Ariba, and Intelisys, to quickly and cost-effectively
implement them. For those clients that need capabilities beyond the reach of
packaged applications, we develop client-specific business-to-business
applications.

CRM (Customer Relationship Management) Solutions

Our CRM Solutions practice provides the methodologies, software, and
Internet solutions to enable our clients to manage customer relationships more
efficiently. We may build a database for a client about its customers that
describes relationships in sufficient detail so that management, salespeople,
service providers, and even customers could match customer needs with product
plans and offerings, receive or send reminders of service requirements, review
customer buying history, and analyze other similar relevant information. Our
solutions may be customized, integrated solutions or based upon third-party
platforms, such as Siebel Systems. We offer consultation, implementation, and
customization services for, and ongoing maintenance of, customer relationship
management applications.

Additional Service Offerings

We offer our clients access to ASP services, Web hosting capabilities, and
applications outsourcing through our alliances with specialized ASPs and Web
hosting firms. This allows us to be a total service provider without making the
significant capital expenditures and investments in personnel and security
environments often associated with operating a commercial data center. In
addition, working with our infrastructure alliance partners, we provide
consulting and deployment services, including designing, implementing, and
maintaining high performance enterprise and security solutions for UNIX and
Windows NT/2000 based platforms, and provide a full range of hardware
solutions. After developing our solutions, we may continue to serve our clients
by developing an Internet-based training curriculum to help train users of the
solutions.

Idea RoadMap

Idea RoadMap is a group of proprietary methodologies used to plan and
execute e-business solutions projects. These methodologies serve as our
mechanism for recording and sharing the best practices and the latest
deliverables developed by our professionals. The following details the origin
of Idea RoadMap and its three components: Framework, Process Methods, and
Practice Methods.

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Origin of Idea RoadMap

We have established a National Center for Excellence for Process and
Practice Methodology that developed Idea RoadMap and provides support to our e-
business professionals in areas that enhance the value and quality of the
solutions we deliver to our clients. The National Center also supports our
practices and professionals through activities such as practice-specific
training and general methodology support.

Through the guidance and expertise provided by the National Center, the
software development processes that are contained within Idea RoadMap have been
rated Capability Maturity Model, or CMM, Level 2 by the Software Engineering
Institute, or SEI, of Carnegie Mellon University. The SEI helps organizations
and individuals to improve their software engineering and management practices.
We believe that the CMM has become a de facto industry standard for assessing
and improving software processes and provides an evolutionary path from ad hoc,
chaotic processes to mature, disciplined software processes. We believe that
our achievement of CMM Level 2 is important to our clients and may induce them
to select us over competitors because we continue to use proven software
development and project management principles and procedures.

Framework

The Idea RoadMap Framework allows us to plan and implement e-business
solutions and breaks the engagement life cycle into six distinct phases:
preparation, orientation, definition, construction, testing, and deployment.
This standardized Framework enables us to deliver high-quality services while
mitigating the risks of complicated projects and helps ensure consistency and
quality of deliverables. Following this Framework provides a common baseline
for project professionals and standard reporting guidelines to establish
project metrics from planning to implementation.

Process Methods

Process Methods provide procedural and structural support for each
engagement. These Process Methods are closely aligned with the goals and
structure of SEI. The procedures span the phases of the Framework to provide
management guidelines for all types of projects delivered by us. The Process
Methods and Framework provide the structure and process to support effective
and efficient delivery of our comprehensive, integrated solutions, and provide
a basis for achieving our high standards of quality.

Practice Methods

Practice Methods provide guidance in delivering an engagement based on the
specific practice area. Practice Methods are based on the best practices of our
professionals and the industry. The Practice Methods include specific steps for
each project phase, reference points to the Process Methods for each project
phase, and specialized techniques, sample deliverables, and templates.

Strategic Alliances

We have entered into strategic alliances with a number of leading e-business
software and infrastructure providers. We believe alliance partners create a
competitive advantage for us, as they provide a mechanism to keep our
professionals current on the latest technology solutions through continued
training and certification programs, provide referral and other business
opportunities, and expand the visibility of our brand via joint marketing
initiatives. These alliances enable us to provide comprehensive, integrated e-
business solutions and to be a single point of contact for our clients. We have
an alliance partner management team that is responsible for managing and
expanding our current alliance partner relationships as well as establishing
new relationships, which we believe will continue to strengthen our competitive
advantage.

We classify our strategic relationships into four categories: solutions
partner, joint marketing partner, reseller, and training partner. As a
solutions partner, we provide e-business solutions that include our partners'
products and services. As a joint marketing partner, we receive marketing
assistance from and engage in joint

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client presentations and prepare joint marketing materials with our partners.
We also attend our joint marketing partners' trade shows and user conferences.
As a reseller, we are authorized to license our partners' products and services
and are paid a fee to refer new sales opportunities to our partners. Finally,
as a training partner, we instruct end-users regarding the use of our partners'
products and services.

Listed below are representative alliance partners with which we have
developed particularly close relationships:

<TABLE>
<CAPTION>
Joint
Solutions Marketing Training
Alliance Partner Technology Offerings Partner Partner Reseller Partner
---------------- ------------------------------------------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Active Software EAI Software X X X X
BEA Systems e-Business Software X X X
Brio Technology Business Intelligence Software X X X X
Cable & Wireless ASP/Hosting X
Cisco Systems Internet Infrastructure X
Commerce One Business-to-Business Software X X
Compaq Internet Infrastructure X X
EMC/2/ Corporation Internet Infrastructure X X X
ESRI Business Intelligence Software X X
eXcelon Corporation e-Business Software X
FirePond CRM Software X X
Hewlett-Packard Internet Infrastructure X X
IBM Internet Infrastructure/e-Business Software X X
Informatica Corporation e-Business Intelligence Software X X X
InLine Corporation Java Software Development Tools X X X
Lawson Enterprise Software X
Microsoft e-Business Software X X X
MicroStrategy Business Intelligence Software X X X
NightFire Software Telecom Software X X
Oracle Database/Enterprise Software X X X
PeopleSoft Enterprise Software X
Qwest Cyber.Solutions ASP/Hosting X X
SAP America Enterprise Software X X
Siebel Systems CRM Software X X
Sun Microsystems Internet Infrastructure/e-Business Software X X X
</TABLE>

Clients

For the six months ended June 30, 2000, we have provided e-business services
to over 500 clients. During this period our ten largest clients accounted for
less than 25% of our revenue and no client accounted for more than 5% of
revenue. Our top ten clients based upon revenue earned through June 30, 2000
were Compaq, Lucent, AT&T, Motorola, PE Corporation, JC Penney, KPNQwest,
Seminis, Freddie Mac, and CIGNA.

Client Case Studies

The following are case studies concerning e-business solutions developed by
us that we believe reflect the range of services that we provide.

KPNQwest B.V.

Overview: KPNQwest was founded as a joint venture between Denver-based Qwest
Communications and KPN Telecom B.V., the former Royal Dutch Telephone Company.
KPNQwest brought together two large

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state-of-the-art fiber optic networks, resulting in Internet services
expertise, and a substantial customer base. Services offered by KPNQwest
include high-speed Internet access, managed broadband services, Asynchronous
Transfer Mode, and frame relay services.

Challenge: To differentiate itself in the market, KPNQwest wanted to provide
its customers with a way to monitor and report on their network configurations,
statistics, and trouble resolution, as well as make online requests for
modifications to their network.

Our Solution: We worked with KPNQwest in defining the application
architecture and identifying the supported services and baseline functionality
of a comprehensive Web interface solution known as Customer Network Management
Services, or CNMS. The initial release of CNMS provides the following
capability: allows KPNQwest's customers to report on performance and
utilization metrics of their network components; provides a view of network
alarms occurring in the past 30 days; gives KPNQwest's customers the capability
to view and create requests for service; and allows KPNQwest's customers to
view their network configuration in a geographical display. Development of CNMS
required use of numerous programming languages and an interface into many of
KPNQwest's legacy and other systems.

Business Value: CNMS enables KPNQwest's customers to view their real-time
network usage and alarm information, to monitor their individual Service Level
Agreements with KPNQwest, and to initiate requests for service. CNMS will be
enhanced with additional functionality to provide the customer with self-help
features including online provisioning, provisioning status, bill payment, and
a customized portal. The CNMS architecture will allow these additional features
to be completed in a more timely manner.

Compaq Computer Corporation

Overview: Compaq is one of the largest suppliers of computer systems in the
world. Compaq sells and supports products in more than 200 countries through a
network of authorized Compaq marketing partners, a direct sales force, as well
as online.

Challenge: Compaq needed a way to successfully compete in the Internet's
direct-to-consumer marketplace without compromising its long-standing
relationships with resellers. In particular, Compaq was seeking a solution to
make its Consumer Online Store more user-focused, enabling prospective
customers to more easily purchase Compaq products online. Additionally, Compaq
sought a way to increase sales and productivity through its in-store kiosks and
to integrate the direct buying process with resellers.

Our Solution: We were a leader in redesigning the Compaq Consumer Online
Store to be more user-focused, taking into account consumer trends and e-
commerce usability as well as the restrictions Compaq's resellers imposed on
direct sales. We worked with Compaq's development teams to create a solution
that offers the user an opportunity to view all items and instantly divide the
products being displayed into only those items available to buy online or at
the nearest reseller. In addition, we approached Compaq's challenge by working
closely with their Consumer Team to initiate in-depth consumer research in an
effort to better understand the strengths and weaknesses of the in-store
kiosks. From the results of the research, we developed new architecture and
site navigation, as well as a new design and color scheme, to increase traffic
to the kiosks and to attract and retain customers' visual interest.

Business Value: By enabling customers using the kiosks to focus on the
products available for online purchase, Compaq has seen its online sales
increase, while satisfying the needs of their valued resale channel partners,
thereby repositioning Compaq as a direct-to-consumer company.

HiFusion, Inc.

Overview: HiFusion is a dynamic Internet service provider of free Internet
connections and a rich filtered Web experience at no cost to students, parents,
and teachers. HiFusion's vision is to ensure that every person has the chance
to achieve his or her full potential by enjoying the opportunities that the
Internet has to offer.

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Challenge: HiFusion was seeking help to design, build, and launch its new
Internet portal geared to the K-12 audience. The Web site was to provide free,
filtered ISP access to the Internet, customized content geared specifically
toward K-12 students and their parents, and school-to-home features geared
toward schools, teachers, and students. The company's business model outlined
an aggressive schedule to launch the portal. With the combination of a feature-
rich portal offering and an aggressive time-to-market requirement, HiFusion
needed an expert partner to design and build a flexible architecture that would
support the initial release, as well as accommodate future requirements.

Our Solution: Our skilled team defined and built the middleware and back-end
components for the portal. Our local team quickly outlined the development
environment framework and worked closely with HiFusion's resources to define
the core functionality and front-end user interface. In addition, we defined
the integrated software architecture, built all back-end software components,
and integrated third-party software for email, chat and calendars. The time
from initiation to launch of the portal was only nine weeks.

Business Value: The resulting portal site offers a dynamic environment for
K-12 students, parents, and teachers. We developed a robust application with
reusable development components in an accelerated time frame, enabling HiFusion
to continue to improve and refine its site in a dynamic market environment.

Sempra Atlantic Gas

Overview: Formed by the union of Pacific Enterprises and Enova Corporation
in June of 1998, Sempra Energy has emerged as a Fortune 500 energy services
holding company. Sempra's family of companies, including Sempra Atlantic Gas,
provides a wide spectrum of value-added electric and natural gas products and
services to a diverse range of customers world wide.

Challenge: With the goal of becoming one of the largest energy services
companies in the next decade, Sempra needed to explore avenues of increased
selling opportunity as a way of generating revenue and recognized the need for
a solution to provide closed loop sales and marketing management. Sempra
Atlantic Gas was formed in response to market demands and required a solution
to support revenue generating activities. Most importantly, the solution needed
to be flexible and useful enough to make a significant improvement to Sempra
Atlantic Gas's ability to quickly and cost effectively acquire new customers.

Our Solution: With our guidance, Sempra Atlantic Gas chose a proven third-
party CRM Solutions platform to help deliver rapid results. This platform is
being implemented to help Sempra Atlantic Gas better manage their customer
demand chain. Through Sempra Energy Information Solutions, a subsidiary of
Sempra Energy, and Soliance LLC, a joint venture between Sempra Energy
Information Solutions, Modis, and Cayenta, our solution will be implemented in
three phases, the first two of which have been completed. Phase One involved
developing high-level business process requirements to support Sempra Atlantic
Gas's movement into a strategic new marketplace. Phase Two included the
implementation and configuration of the software platform. Phase Three will
involve integrating the CRM platform with Sempra Atlantic Gas's enterprise
resource planning software platform, which is used for customer care as well as
supply chain and financial systems management.

Business Value: The solution has been implemented to date under budget and
ahead of schedule, thus, allowing Sempra Atlantic Gas to begin active sales and
marketing activity in its new marketplace. Sempra Atlantic Gas expects
improvements to top line revenue growth and customer satisfaction through
improved customer profiling and interactions.

Marketing and Business Development

To promote our market leadership in e-business solutions, we pursue a number
of complementary marketing and advertising efforts. We intend to expand our
national marketing efforts to aggressively promote the Idea brands, highlight
our broad solutions expertise and extensive industry experience, and emphasize
the

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flexibility and excellent service we can offer through our local solution
centers, regional acceleration centers, and national practice groups.

Our e-business services sales force, which as of June 30, 2000 numbered 82
people, is coordinated under the direction and leadership of our Senior Vice
President of Business Development. All sales staff, however, report to a local
managing director, who provides subject matter expertise on local and regional
client proposals. National practice managers provide subject matter expertise
and proposal support for large proposals. Sales leads are provided from a
number of sources, including direct marketing and sales calls, referrals from
consultants, our alliance partners, our Web site, and from Modis. Generally,
sales personnel are assigned performance quotas and are compensated primarily
via commissions. Each client is assigned a client manager, who is responsible
for overseeing each engagement with the client, as well as selling additional
services to the client.

Because e-business solutions projects can require a significant investment
of our time and resources, each prospective engagement is subject to our
control system of "checks and balances." For example, all proposals generated
by our sales force and all service pricing must be approved by the managing
director of the relevant local office. In addition, our Chief Financial Officer
must evaluate and approve the creditworthiness of the client for each project
priced over a pre-determined threshold and each project to be performed for a
client that is a "dot com" company. All proposals and associated pricing for
projects in excess of these limits must be approved by the applicable regional
senior vice president and our Chief Operating Officer. All bids for fixed-fee
arrangements must be approved by our Chief Operating Officer.

Competition

Competition in the e-business solutions market is intense. There are a
number of competitors in each of our service areas. Currently, our major
competitors include:

. Web consultants, such as Viant, Scient, Proxicom, Razorfish, iXL, and
Agency.com;

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

. strategy and management consultants, such as A.T. Kearney, Boston
Consulting Group, and Diamond Technology Partners.

In addition, in seeking engagements we often compete against the internal
management information services and information technology departments of our
clients and potential clients.

Barriers to entry are relatively low in the e-business solutions market. Our
engagements are principally on a project-by-project basis, and we cannot assure
you that our existing or potential clients will retain us to do additional
work. In addition, it is likely that consolidation in the industry will take
place, resulting in larger, more viable competitors. Further, companies
providing general information technology consulting may enter the e-business
solutions market at any time.

We believe that the principal competitive factors in the e-business
solutions marketplace today include availability and expertise of qualified
professionals, proven track record of providing high-quality services, pricing,
flexibility, industry and application expertise, service methodologies, and
timeliness of services delivery. We believe that we compete favorably with
respect to these factors.

Our Professionals and Culture

As of June 30, 2000, we employed 1,653 full-time employees. None of our
employees is represented by a union or covered by a collective bargaining
agreement and our management knows of no organizing activities. Except for
senior management, all employees are retained on an at-will basis.

Attracting and retaining qualified professionals is a key component of our
growth strategy. As of June 30, 2000, we employed over 50 full-time
professional recruiters. Our ability to attract and retain high-

41
<PAGE>

quality professionals is significantly enhanced by the breadth of our service
offerings, our industry expertise, our longevity and history of profitability,
and our broad geographic reach. In addition, our recruiters use a number of
services to attract potential employees, ranging from the use of a proprietary
Internet search engine provided by Modis to direct mail and local advertising
campaigns. We also have implemented a referral system whereby our employees are
paid a fee for each successful employee referral they make to us.

Our recruiting process helps identify highly-skilled candidates as well as
qualified candidates that, with our specialized training, can be retooled to
provide services in new or emerging technologies. We also use our training
programs to enhance and retool the skill sets of our existing professionals.
This training enables our professionals to be deployed at significantly higher
bill rates. We offer a wide range of training such as methodology training,
technology training through relationships with strategic partners, and training
in project management, consulting skills, and business development.

We believe our corporate culture, which strives to encourage an
entrepreneurial spirit and a commitment to excellence, helps attract and retain
employees. We reinforce our culture among our employees through our corporate
intranet, newsletters, centralized training courses, cross-office resource
development, and joint sales and delivery. We intend to further instill our
culture by adopting a stock option plan to better align the interests of our
employees with the interests of our stockholders.

Intellectual Property Rights

We regard our intellectual property as critical to our success. Unauthorized
use of our intellectual property by third parties may damage the Idea brands
and our reputation. We rely on trademark and copyright law, trade secret
protection, and confidentiality, license, and other agreements with our
employees, clients, partners, and others to protect our intellectual property
rights. Despite our precautions, it may be possible for third parties to obtain
and use our intellectual property without our authorization. Furthermore, the
validity, enforceability, and scope of protection of intellectual property in
Internet-based industries is uncertain and still evolving. The laws of some
foreign countries do not protect intellectual property to the same extent as do
the laws of the United States.

We do not own any patents nor are any patents pending. We license the Idea
RoadMap process and all of our other intellectual property from Idea
Integration Support Services Nevada Corp., our wholly-owned subsidiary, which
has pending trademark applications for Idea Integration, Idea.com, related
logos, and other marketing slogans, as well as Idea RoadMap. We cannot be
certain that our services and related deliverables do not or will not infringe
upon valid patents, copyrights, trademarks, or other intellectual property
rights held by third parties.

Facilities

Our headquarters is located in Jacksonville, Florida. We have offices in 18
markets in the United States and one in England. We lease all of our
facilities. We do not believe that the locations of the properties we lease or
the terms of any of our leases, individually, are material. We believe that our
existing facilities are adequate for our current needs and that additional
space will be available as needed.

Legal Proceedings

We are involved from time to time in legal proceedings incidental to the
conduct of our business. We are not currently a party to any material legal
proceedings.

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MANAGEMENT

Executive Officers and Directors

Our executive officers, directors, and director nominees and their ages and
positions are:

<TABLE>
<CAPTION>
Name Age Position(s)
---- --- -----------
<S> <C> <C>
Timothy D. Payne........ 41 Chairman of the Board and Chief Executive Officer
Alan Snyder............. 34 President and Chief Operating Officer
Robert P. Crouch........ 31 Senior Vice President, Chief Financial Officer, and Treasurer
Pamela R. Krulitz....... 35 Senior Vice President and Chief People Officer
John L. Marshall III.... 37 Senior Vice President, General Counsel, and Secretary
Derek E. Dewan.......... 45 Vice Chairman of the Board of Directors
Peter J. Tanous......... 62 Director
John R. Kennedy......... 69 Director
Michael L. Huyghue...... 38 Director Nominee
George J. Mitchell...... 66 Director Nominee
Jon E. Elias............ 31 Director Nominee
</TABLE>

Timothy D. Payne has been our Chairman of the Board and Chief Executive
Officer since July 2000. Mr. Payne joined Modis as a Senior Vice President in
June 1996 with the acquisition of Openware Technologies, Inc. and was President
and Chief Operating Officer of Modis from March 1997 until he assumed his
current position. As President and Chief Operating Officer of Modis, he was
responsible for executive management of all of Modis's operations, including
the international division, the IT services division, and the e-business
solutions division now known as Idea Integration. During this time he also
launched and directed an internally funded Internet start-up, Beeline.com,
which provides electronic procurement and supply chain management software and
solutions to Fortune 1000 companies. During his tenure as President of Modis,
that company's gross revenue increased from $780 million in 1997 to $1,349
million in 1999. From 1995 until its acquisition by MPS in June 1996, he was
President and Chief Executive Officer of Openware Technologies, Inc., a systems
integrator, software developer, and solutions provider. Mr. Payne holds a
degree in Economics from the University of California at Santa Barbara.

Alan Snyder has been our President and Chief Operating Officer since July
2000. From August 1996 until he assumed his current position, he was a Senior
Vice President of Modis, responsible for developing its delivery strategy and
national practice program. From 1991 to August 1996, he was a Principal of
Perspective Technology Corporation, an IT solutions firm based in Washington,
D.C. that was acquired in August 1996. Prior to 1991, he was a consultant with
Andersen Consulting. Mr. Snyder holds a degree in Electrical Engineering from
Bucknell University.

Robert P. Crouch has been our Senior Vice President, Chief Financial
Officer, and Treasurer since July 2000. Mr. Crouch joined MPS in November 1995
as Director of Financial Reporting and in June 1997 was promoted to Vice
President and Controller. From 1992 to November 1995, he was employed by Arthur
Andersen LLP. Mr. Crouch holds a degree in Accounting from the University of
Florida and a Masters Degree in Accounting from the University of North
Carolina at Chapel Hill and is a Certified Public Accountant.

Pamela R. Krulitz has been our Senior Vice President and Chief People
Officer since July 2000. From August 1996 until she assumed her current
position, she was a Senior Vice President for the Southeast Region of Modis.
From 1991 to August 1996, she was a Principal of Perspective Technology
Corporation, a Washington, D.C.-based IT solutions firm that was acquired in
August 1996. Prior to 1991, she was a consultant and manager with Andersen
Consulting. Ms. Krulitz holds a degree in Computer Sciences from the College of
William and Mary.

John L. Marshall III has been our Senior Vice President, General Counsel,
and Secretary since July 2000. He joined MPS in August 1998 as Vice President
and Associate General Counsel, primarily responsible for securities matters as
well as mergers and acquisitions. In March 1993, he joined the AT&T Law
Department as attorney and in 1995 was promoted to Senior Attorney in the AT&T
Solutions Customer Care division, where

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he remained until joining MPS. Prior to joining AT&T, he was an associate in
the Corporate Finance department of the law firm of King & Spalding in Atlanta,
Georgia from 1988 until March 1993. Mr. Marshall holds bachelor's degrees in
Economics and Political Science from the University of Georgia and a law degree
from the University of Florida.

Derek E. Dewan has been Vice Chairman of the board of Idea Integration since
July 2000 and a director since its formation. He has been President, Chief
Executive Officer, and a director of MPS since January 1994, and has served as
Chairman of the board of MPS since June 1996. Mr. Dewan was a partner with the
accounting firm of PricewaterhouseCoopers LLP for more than five years prior to
joining MPS. Mr. Dewan holds a bachelor's degree in Accounting from the
University of South Florida.

Peter J. Tanous has been a director of Idea Integration since July 2000 and
has been a director of MPS since August 1997. He has been President of Lynx
Investment Advisory, Inc. since 1984. He currently serves on the boards of
directors of Cedars Bank, a California State commercial bank, Kistler Aerospace
Corporation, Interstate Resources, Inc., and TechniFlite of America, Inc. Mr.
Tanous was formerly Executive Vice President of Bank Audi (U.S.A.), Chairman of
Petra Capital Corporation, First Vice President and International Regional
Director with Smith Barney, Harris Upham International, and authored the books
Investment Gurus and The Wealth Equation. Mr. Tanous holds a bachelor's degree
in Economics from Georgetown University and an M.B.A. from the New York
University Graduate School of Business.

John R. Kennedy has been a director of Idea Integration since July 2000 and
has been a director of MPS since 1999. Mr. Kennedy retired as President, Chief
Executive Officer, and Director of Federal Paper Board Company in 1996 after 44
years with that company. Mr. Kennedy currently serves on the boards of
directors of Holnam, Inc., International Paper Company, Spartech Corporation,
Pioneer Companies, Inc., and Chase Brass Industries, Inc. He also is Chairman
of the Board of Trustees of Georgetown University. Mr. Kennedy holds a
bachelor's degree in Philosophy and Economics from Georgetown University.

Michael L. Huyghue will become one of our directors upon completion of this
offering. He is the Senior Vice President of Football Operations for the
Jacksonville Jaguars NFL football franchise. In this capacity, he directs the
team's overall budget and administration, and has primary responsibility for
negotiating player contracts. Mr. Huyghue joined the Jaguars in 1994 and has
directed all football operations for the team since 1996. Prior to that time,
he served in various senior management capacities with the Detroit Lions, the
World League, the NFL's Management Council and the NFL Players' Association.
Mr. Huyghue holds a bachelor's degree in Communication Arts from Cornell
University and a law degree from the University of Michigan.

George J. Mitchell will become one of our directors upon completion of this
offering. He is special counsel to the law firm of Verner, Liipfert, Bernhard,
McPherson & Hand in Washington, D.C. and senior counsel to the firm of Preti,
Flaherty, Beliveau & Pachios in Portland, Maine. He served as a United States
Senator for fifteen years commencing in 1980, and was Senate Majority Leader
from 1989 to 1995. Senator Mitchell is a member of the boards of directors of
Casella Waste Systems, Inc., FedEx Corp., Staples, Inc., Starwood Hotels &
Resorts, Unilever, UNUM Provident, US Tech Ventures, the Walt Disney Company,
and Xerox Corporation. He also has served as Chairman of Peace Negotiations in
Northern Ireland, the Ethics Committee of the U.S. Olympic Committee, and the
National Health Care Commission. Mr. Mitchell holds a bachelor's degree in
History from Bowdoin College and a law degree from Georgetown University.

Jon E. Elias will become one of our directors upon completion of this
offering. Since February 2000, Mr. Elias has been a partner and director of
Trivest, Inc., an LBO and private equity firm. Prior to becoming a partner, and
since September 1997, he held various management positions within Trivest. From
September 1995 through June 1997, he attended Harvard University and earned an
M.B.A. degree. From 1992 to 1995, he worked in the audit and business advisory
group of PricewaterhouseCoopers LLC. Mr. Elias is a certified public
accountant. In addition to his M.B.A. from Harvard, he holds a bachelor's
degree in Accounting from Boston College.

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<PAGE>

Other Key Employees

James Albert has been our Senior Vice President of Business Development
since joining us in August 2000. Prior to joining us, he was with AT&T
Solutions where he most recently served as Client Partner. He has over 15 years
experience in the IT solutions and telecommunications field and holds a degree
in Electrical Engineering from Vanderbilt University.

Mel J. Castleberry has served as our Senior Vice President for the Western
Region since 1999. Prior to joining us, he served as Senior Vice President of
Business Development for Modis. He has over 15 years experience in the IT
solutions industry. Mr. Castleberry holds a degree in Mathematics from Oklahoma
State University.

Dean J. Curtis has served as our Vice President and Corporate Controller
since July 2000. Prior to that, he served as Director of Financial Reporting
for MPS since May 1997. Prior to joining MPS, from 1994 to May 1997, he was
employed by Arthur Andersen LLP. Mr. Curtis holds a degree in Accounting and
Multi-National Business from Florida State University and is a Certified Public
Accountant.

Kenneth S. Foreman has served as our Senior Vice President for the Northeast
Region since 1998. Prior to joining us, he held various senior level financial
and business management positions in the IT solutions industry. Mr. Foreman is
a Certified Public Accountant in the state of Pennsylvania and holds both an
undergraduate and master's degree in Accounting from Pennsylvania State
University.

Katharine S. Landaiche served as Vice President of Marketing since 1998.
Prior to joining Modis, she served as Director of Marketing for an IT solutions
firm. Ms. Landaiche holds a bachelor's degree in Management Information Systems
and an M.B.A. with a marketing concentration from St. Joseph's University.

Amanda M. Schneider served as Modis's Vice President of IT solutions from
1997 until January 2000, when she was promoted to Senior Vice President. She
was appointed our Senior Vice President for the Midwestern Region in July 2000.
Prior to joining Modis, she was the co-founder and President of a systems
integration firm. She has over 15 years of experience in the IT solutions
industry and holds a degree in Communications and Computer Science from the
University of Michigan.

Mary F. Turner served as Modis's Vice President of IT solutions from 1996
until January 2000, when she was promoted to our Senior Vice President for the
Southwestern Region. Prior to joining Modis, she served in various senior roles
with companies in the systems integration and IT solutions industries. She has
over ten years of experience in the IT solutions industry and holds a degree in
Mathematics and Computer Sciences from the University of Colorado.

Board Committees

Upon consummation of this offering, Messrs. Huyghue, Kennedy and Mitchell
will become members of the Compensation Committee of the board of directors.
Our Compensation Committee will establish remuneration levels for our executive
officers and perform these functions as may be delegated to it under employee
benefit programs and executive compensation programs.

Upon consummation of this offering, Messrs. Elias, Huyghue and Tanous will
become members of the Audit Committee of our board of directors. Each of these
individuals will be an independent member of our board. Our Audit Committee
will select and engage the independent public accountants to audit our annual
financial statements. Our Audit Committee will also review and approve the
planned scope of the annual audit.

Director Compensation

Each non-employee director will receive an annual retainer of $25,000, to be
paid quarterly, and attendance fees of $1,000 per board meeting, $500 for
telephonic meetings, and $500 for committee meetings not held on the day of a
regularly scheduled board meeting. Non-employee directors who chair a committee
will receive an additional annual fee of $2,500.

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Under the Idea Integration Omnibus Incentive Plan, each new non-employee
director will receive non-qualified options to purchase shares of our
common stock, upon first being appointed or elected, at an exercise price equal
to the fair market value of the stock on the date of grant. The options become
exercisable ratably over a five-year period and will have a term of ten years,
but will only be exercisable for a maximum of three years after the participant
ceases to be a director. However, if a participant ceases to be a director
within one year of initial appointment or election, any options granted will be
canceled.

In addition, the Idea Integration Omnibus Incentive Plan will provide for
the annual issuance of non-qualified options to purchase shares of our
common stock to each director, upon reelection, at an exercise price equal to
the fair market value of the stock on the date of grant. The options will be
exercisable ratably over a three-year period. The board of directors may also
grant additional options to non-employee directors from time to time as the
board may determine at its discretion.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors
or executive compensation committee of any entity which has one or more
executive officers serving as a member of our board of directors or
compensation committee.

Executive Compensation

Until July 2000, our Chief Executive Officer and all of our other executive
officers performed services for MPS or Modis. Accordingly, compensation
information for these executive officers for the fiscal year ended December 31,
1999 is not presented. The following table sets forth the compensation that we
currently pay our Chief Executive Officer and our other four most highly
compensated executive officers:

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Annual Compensation
Compensation Awards
------------ ------------------
Salary Bonus Securities All Other
Name and Principal Position(s) $ $ Underlying Options Compensation
------------------------------ ------ ----- ------------------ ------------
<S> <C> <C> <C> <C>
Timothy D. Payne...................
Chairman and Chief Executive
Officer
Alan Snyder........................
President and Chief Operating
Officer
Robert P. Crouch...................
Senior Vice President, Chief
Financial Officer, and Treasurer
Pamela R. Krulitz..................
Senior Vice President and Chief
People Officer
John L. Marshall III...............
Senior Vice President, General
Counsel, and Secretary
</TABLE>

Employment Agreements and Change of Control Arrangements

As of July 2000, we entered into an employment agreement with Timothy D.
Payne, our Chief Executive Officer, that provides for an annual base salary of
$ plus targeted incentive compensation of % of base salary based upon his
meeting company and individual performance goals. Under the agreement, if we
terminate Mr. Payne's employment without cause or if he terminates his
employment for good reason, he will receive a lump sum payment equal to three
times the sum of his base salary as of the termination date and his target
bonus opportunity for the year in which the termination occurs. In addition, if
we terminate Mr. Payne's

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<PAGE>

employment without cause or if he terminates his employment for good reason, or
if there is a change in control of our company, any unvested options to
purchase our common stock held by him on the termination date will
automatically vest. The term of this employment agreement expires at year end
2002, with an automatic one year renewal unless terminated by us or by Mr.
Payne as permitted under his employment agreement.

As of July 2000, we entered into an employment agreement with Alan Snyder,
our President and Chief Operating Officer, that provides for an annual base
salary of $ plus targeted incentive compensation of % of base salary based
upon his meeting company and individual performance goals. Under the agreement,
if we terminate Mr. Snyder's employment without cause or if he terminates his
employment for good reason, he will receive a lump sum payment equal to two
times the sum of his base salary as of the date of the termination and one half
of his target bonus for the year in which the termination occurs. In addition,
if we terminate Mr. Snyder's employment without cause or if he terminates his
employment for good reason, or if there is a change in control of our company,
any unvested options to purchase our common stock held by him on the
termination date will automatically vest. The term of this employment agreement
expires at year end 2001, with an automatic one year renewal unless terminated
by us or by Mr. Snyder as permitted under his employment agreement.

As of July 2000, we entered into an employment agreement with Robert P.
Crouch, our Senior Vice President, Chief Financial Officer, and Treasurer, that
provides for an annual base salary of $ plus targeted incentive compensation
of % of base salary based upon his meeting company and individual performance
goals. Under the agreement, if we terminate Mr. Crouch's employment without
cause or if he terminates his employment for good reason, he will receive a
lump sum payment equal to two times the sum of his base salary as of the date
of the termination and one half of his target bonus for the year in which the
termination occurs. In addition, if we terminate Mr. Crouch's employment
without cause or if he terminates his employment for good reason, or if there
is a change in control of our company, any unvested options to purchase our
common stock held by him on the termination date will automatically vest. The
term of this employment agreement expires at year end 2001, with an automatic
one year renewal unless terminated by us or by Mr. Crouch as permitted under
his employment agreement.

As of July 2000, we entered into an employment agreement with Pamela
Krulitz, our Senior Vice President and Chief People Officer, that provides for
an annual base salary of $ plus targeted incentive compensation of % of
base salary based upon her meeting company and individual performance goals.
Under the agreement, if we terminate Ms. Krulitz's employment without cause or
if she terminates her employment for good reason, she will receive a lump sum
payment equal to two times her base salary for the year in which the
termination occurs. In addition, if we terminate Ms. Krulitz's employment
without cause or if she terminates her employment for good reason, or if there
is a change in control of our company, any unvested options to purchase our
common stock held by her on the termination date will automatically vest. The
term of this employment agreement expires at year end 2001, with an automatic
one year renewal unless terminated by us or by Ms. Krulitz as permitted under
her employment agreement.

As of July 2000, we entered into an employment agreement with John L.
Marshall III, our Senior Vice President, General Counsel, and Secretary, that
provides for an annual base salary of $ plus targeted incentive compensation
of % of base salary based upon his meeting company and individual performance
goals. Under the agreement, if we terminate Mr. Marshall's employment without
cause or if he terminates his employment for good reason, he will receive a
lump sum payment equal to two times his base salary for the year in which the
termination occurs. In addition, if we terminate Mr. Marshall's employment
without cause or if he terminates his employment for good reason, or if there
is a change in control of our company, any unvested options to purchase our
common stock held by him on the termination date will automatically vest. The
term of this employment agreement expires at year end 2001, with an automatic
one year renewal unless terminated by us or by Mr. Marshall as permitted under
his employment agreement.

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Omnibus Incentive Plan

Prior to the consummation of this offering, we expect our board of directors
to approve and adopt the Idea Integration Omnibus Incentive Plan, which we
refer to as the Plan. The purpose of the Plan will be to provide our officers,
directors, employees, advisors, and professionals additional incentive and
reward opportunities to enhance our profitable growth. The Plan will provide
for the granting of:

. incentive stock options intended to qualify under Section 422 of the
Internal Revenue Code;

. stock options that do not constitute incentive stock options;

. restricted stock awards; and

. stock appreciation rights.

The Plan will be administered by a committee of the board of directors.
Generally, the committee will consist of two or more directors who qualify as
"outside directors" within the meaning of section 162(m) of the Code, and as
"non-employee directors" within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934. In general, the committee will be authorized to select
the recipients of awards and to establish the terms and conditions of those
awards.

The number of shares of common stock that may be awarded and issued under
the Plan may not exceed shares, adjusted to reflect stock dividends, stock
splits, recapitalizations, and similar changes in our capital structure. Shares
of common stock which are attributable to awards that have expired, terminated,
or been canceled or forfeited will be available for issuance or use in
connection with future awards. The maximum number of shares of common stock
that may be awarded and issued under the Plan to any one individual during any
calendar year may not exceed , adjusted to reflect stock dividends, stock
splits, recapitalizations, and similar changes in our capital structure.

The price at which a share of common stock may be purchased upon exercise of
an option granted under the Plan will be determined by the committee. In the
case of an incentive stock option, the purchase price will not be less than the
fair market value of a share of common stock on the date the option is granted.
In the case of an option that does not constitute an incentive stock option,
the purchase price will not be less than 85% of the fair market value of a
share of common stock on the date the option is granted. Stock options granted
under the Plan will not be freely transferable by the optionee, and each option
will be exercisable during the lifetime of the optionee only by the optionee.
The committee will determine the periods following separation from service
during which options may be exercised during the required minimum exercise
periods set forth in the Plan. These initial stock option grants will be made
contingent upon the public offering of our common stock.

Additionally, we may grant stock appreciation rights alone or in connection
with the grant of an option. When granted independent of stock options, stock
appreciation rights entitle the holder to cash, shares of common stock, or a
combination of cash and common stock, equal in value to the difference between
the fair market value of the shares of common stock on the date the right is
granted and the fair market value of common stock on the date the right is
exercised. A stock appreciation right granted in connection with an option
allows the holder to surrender the right to purchase shares under the related
option in return for a payment in cash, shares of common stock, or a
combination of cash and common stock. The amount of the payment received upon
exercise of a stock appreciation right granted in connection with an option
equals the difference between the fair market value of the shares of common
stock on the date the right is exercised and the purchase price for the shares
under the related option. The right to exercise stock appreciate rights will
vest over time or upon satisfaction of predetermined performance goals, as
determined by the committee.

Shares of common stock that are the subject of a restricted stock award
under the Plan will be governed by restrictions on disposition by the holder of
the award and an obligation of the holder to forfeit and surrender the shares
to us under some circumstances. The events that must be satisfied in order for
the forfeiture

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restrictions to lapse will be determined by the committee in its sole
discretion. For example, the committee may provide that the forfeiture
restrictions will lapse upon the attainment of one or more performance goals or
targets established by the committee which are based on:

. the price of a share of common stock obtaining a specified target;

. our earnings per share obtaining a specified target;

. our market share obtaining a specified target;

. the market share of one of our business units designated by the committee
obtaining a specified target;

. our sales obtaining a specified target;

. the sales of one of our business units designated by the committee
obtaining a specified target;

. our net income (before or after taxes) or the net income of any one of
our business units designated by the committee obtaining a specified
target;

. our cash flow return on investment or the cash flow return on investment
of any one of our business units designated by the committee obtaining a
specified target;

. our earnings, or the earnings of any one of our business units designated
by the committee, before or after interest, taxes, depreciation and/or
amortization obtaining a specified target;

. the return on stockholders' equity obtaining a specified target;

. the occurrence of any event or the satisfaction of any other condition
specified by the committee in its sole discretion; or

. a combination of any of the foregoing.

Alternatively, the committee may condition the lapse of restrictions on
other criteria such as the award holder's continued employment with us or
continued service as a consultant or director for a specified period of time.
No awards under the Plan may be granted after ten years from the date the Plan
was adopted by the board of directors. The Plan will remain in effect until all
options and stock appreciation rights granted under the Plan have been
exercised, forfeited or otherwise expired, and all shares of restricted stock
granted under the Plan have vested or been forfeited. The board of directors in
its discretion may terminate the Plan at any time as to any shares of common
stock for which awards have not been granted. The Plan may be amended, other
than to increase the maximum aggregate number of shares that may be issued
under the Plan or to change the class of individuals eligible to receive awards
under the Plan, by the board of directors without the consent of our
stockholders. No change in any award previously granted under the Plan may be
made that would impair the rights of the holder of that award without the
approval of the holder.

Indemnification of Officers and Directors

Prior to the consummation of this offering, we will enter into
indemnification agreements with each of our directors and executive officers.
The form of indemnity agreement will provide that we will indemnify our
directors or executive officers for expenses incurred because of their status
as a director or executive officer, to the fullest extent permitted by Delaware
law.

Our certificate of incorporation and bylaws contain provisions relating to
the limitation of liability and indemnification of our directors and officers.
The certificate of incorporation provides that we shall indemnify each director
to the fullest extent permitted by Delaware law including, without limitation,
for any breach of duty, except as expressly prohibited by law. These
prohibitions include:

. any breach of a director's duty of loyalty to our company or our
stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

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. unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. any transaction from which the director derives any improper personal
benefit.

The foregoing provisions of our certificate of incorporation are not
intended to limit the liability of directors or officers for any violation of
applicable federal securities laws. In addition, as permitted by Section 145 of
the Delaware General Corporation Law, our bylaws provide that:

. we are required to indemnify our directors and officers to the fullest
extent permitted by the Delaware General Corporation Law;

. we may, in our discretion, indemnify other employees and agents to the
fullest extent permitted by the Delaware General Corporation Law; and

. we are generally required to advance all expenses incurred by our
directors and officers in connection with a legal proceeding to the
fullest extent permitted by the Delaware General Corporation Law.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Intercompany Agreements

The following are brief summaries of agreements we expect to enter into with
MPS prior to the completion of this offering. Because these agreements will be
negotiated between affiliated parties, there can be no assurance that the terms
of these agreements will be as favorable to us as terms that could have been
obtained from an unaffiliated third party. The descriptions set forth below are
summaries only, and while material terms of the agreements are set forth
herein, the descriptions are qualified by reference to the relevant agreements
filed as exhibits to the registration statement of which this prospectus is a
part.

Agreement and Plan of Reorganization

The Agreement and Plan of Reorganization to be entered into between MPS and
our company will set forth various agreements with respect to the principal
corporate transactions required to effect the Reorganization and other
agreements governing the relationship among the parties thereafter.

The Reorganization

The Agreement and Plan of Reorganization will document the agreements and
transactions pursuant to which the subsidiaries, membership interests, and
other assets comprising the e-business solutions division of Modis will be
contributed to us.

Stock Option

Beneficial ownership of at least 80% of the total voting power and value of
our outstanding common stock is required in order for MPS to continue to
include us in its consolidated group for federal income tax purposes.
Beneficial ownership of at least 80% of the total voting power is also required
in order for MPS to be able to effect a tax-free spin-off of us. The Agreement
and Plan of Reorganization will provide that MPS has a continuing option, which
we refer to as the Stock Option, from the closing date of this offering to the
date of any spin-off, to purchase, under some circumstances, additional shares
of our capital stock. The Stock Option may be exercised by MPS simultaneously
with the issuance of any equity security of the company, other than in this
offering or upon the exercise of the over-allotment options, with respect to
our capital stock, only to the extent necessary to maintain beneficial
ownership of at least 80% of the total voting power and value of our capital
stock. The purchase price of the shares of our capital stock purchased upon any
exercise of the Stock Option will be based on the then-current market price of
the capital stock. We will receive the proceeds from any exercise by MPS of the
Stock Option.

Registration Rights

The Agreement and Plan of Reorganization will require us to register shares
of our common stock beneficially owned by MPS following this offering.
Beginning six months after this offering, MPS will have the right to demand a
total of three registrations. In addition, MPS will have the right, which it
may exercise at any time, to include its shares in any registration of common
stock we make in the future. We will agree to cooperate fully in connection
with any registration for MPS's benefit and with any offering MPS makes under
the registration rights agreement and to pay all costs and expenses, other than
underwriting discounts and commissions, related to shares sold by MPS in
connection with any registration covered by the agreement. The registration
rights of MPS will be transferable by MPS and will be for an indefinite term.

Releases and Indemnification

The Agreement and Plan of Reorganization will provide for a full and
complete release and discharge between MPS and us, as of the date of the
closing of this offering, of all liabilities arising from all acts and events
occurring and all conditions existing, on or before the closing date of this
offering, except as expressly set forth in the Agreement and Plan of
Reorganization.

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Under this agreement, MPS will assign all of its rights and we will assume
all of its obligations under the agreements relating to acquisition of the
companies comprising our business including, the obligation to pay certain
contingent consideration to the former owners of Red Eye Digital Media, LLC. As
part of this agreement, we will agree to indemnify MPS for any liabilities
resulting from or arising out of the operations of Red Eye Digital Media and
the assigned earnout payments.

Except as otherwise provided in the Agreement and Plan of Reorganization, we
will agree to indemnify, defend, and hold harmless MPS and each of its
directors, officers, employees, agents, and representatives from and against
all liabilities relating to, arising out of, or resulting from our failure to
pay, perform, or otherwise promptly discharge any liabilities of our company,
or any breach by us of the Agreement and Plan of Reorganization or any of the
agreements entered into by the parties in connection with the Agreement and
Plan of Reorganization, which we refer to collectively as the Ancillary
Agreements. We will also agree to indemnify those persons from any untrue or
alleged untrue statement or omission or alleged omission contained in this
prospectus or any other document filed with the Commission, but only to the
extent the untrue statement or omission or alleged untrue statement or omission
relates to us.

Except as otherwise provided in the Agreement and Plan of Reorganization,
MPS will agree to indemnify, defend and hold harmless us and each of our
directors, officers, employees, agents, and representatives from and against
all liabilities relating to, arising out of, or resulting from the failure of
MPS or any other person to pay, perform or otherwise promptly discharge any
liabilities of MPS, or any breach by them of the Agreement and Plan of
Reorganization or any of the Ancillary Agreements. MPS will also agree to
indemnify those persons from any untrue or alleged untrue statement or omission
or alleged omission contained in this prospectus or any other document filed
with the Commission, but only to the extent the untrue statement or omission or
alleged untrue statement or omission relates to MPS.

Expenses

We will agree to pay all third-party costs, fees, and expenses relating to
this offering, all of the reimbursable expenses of the underwriters under the
underwriting agreement to be entered into between us and the underwriters, all
of the costs of producing, printing, mailing and otherwise distributing this
prospectus, as well as the underwriters' discount as provided in the
underwriting agreement. See "Underwriting" beginning on page 62 for more
information. Except for any other expenses related to the Reorganization that
are specifically allocable to us, MPS will pay the remaining expenses related
to the Reorganization.

Termination

The Agreement and Plan of Reorganization will be terminable at any time
prior to the effectiveness of this prospectus.

Services Agreement

We will enter into a Services Agreement with MPS under which MPS will
provide various services to our company, including payroll processing and
billing services, human resources and employee benefit administration services,
risk management services, MIS services, cash management and purchasing and
procurement services, legal services, and shareholder relations services. In
addition, under the Services Agreement, we will provide limited legal and
accounting services to MPS. Under the terms of the Services Agreement, each
party will render these services under the oversight, supervision, and approval
of the other, acting through its respective board of directors and officers.
The costs of these services provided will be based upon an agreed upon
allocation of the providers' costs for these services. During the period that
MPS beneficially owns a majority of our outstanding common stock, Messrs.
Payne, Crouch and Marshall may provide services to MPS from time to time for
which they may receive compensation or fees directly from MPS. The Services
Agreement will have an initial term expiring on , unless extended by mutual
agreement.

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Tax Disaffiliation Agreement

We will enter into a Tax Disaffiliation Agreement with MPS under which MPS
will agree to indemnify us for income taxes that we might incur based on
certain of its acts or omissions related to the Reorganization that do not
relate to our business, irrespective of whether these taxes arise as a result
of the Reorganization.

In addition, the Tax Disaffiliation Agreement will provide for the
allocation and payment of taxes for periods during which we and MPS are
included in the same consolidated group for federal income tax purposes or the
same consolidated, combined or unitary returns for state tax purposes, the
allocation of responsibility for the filing of tax returns, the conduct of tax
audits and the handling of tax controversies, and various related matters.

For periods during which we are included in MPS's consolidated federal
income tax returns or state consolidated, combined, or unitary tax returns, we
will be required to pay an amount of income tax equal to the amount we would
have paid had we filed our tax return as a separate entity. We will be
responsible for our own separate tax liabilities that are not determined on a
consolidated or combined basis. We will also be responsible in the future for
any increases of consolidated tax liability of MPS that is attributable to us
and will be entitled to refunds for reductions of tax liabilities attributable
to us for prior periods.

We will be included in MPS's consolidated group for federal income tax
purposes so long as MPS beneficially owns at least 80% of the total voting
power and value of our outstanding common stock. Each corporation that is a
member of a consolidated group during any portion of the group's tax year is
severally liable for the federal income tax liability of the group for that
year. While the Tax Disaffiliation Agreement will allocate tax liabilities
between us and MPS, we could be liable in the event federal tax liability
allocated to MPS is incurred but not paid by MPS or any other member of MPS's
consolidated group for MPS's tax years that include these periods. In this
event, we would be entitled to indemnification by MPS under the Tax
Disaffiliation Agreement.

Strategic Marketing and Referral Agreement

To allow us and Modis to continue taking advantage of the sales
opportunities developed by the sales forces of the other, we will enter into a
Strategic Marketing and Referral Agreement with MPS. This agreement will grant
each party a non-exclusive license to market the services of the other. Each
party will agree to provide marketing materials and information concerning its
products and services from time to time to facilitate this agreement.

We will compensate MPS for their successful referrals of new business to us.
MPS will agree that this compensation will be primarily used to pay commissions
to its sales personnel responsible for the referrals, and will agree not to
change the plan by which commissions for these referrals are based without
notice to us. Similarly, MPS will compensate us for our successful referrals of
new business to them. This agreement is designed to preserve the cross-selling
and commission structure in place prior to completion of this offering. In
addition, under this agreement we may refer or source infrastructure resales to
MPS. In these circumstances, MPS will bill our customer and assume the risk of
loss on the receivable related to the sale.

Real Estate Matters Agreement

We will enter into a Real Estate Matters Agreement under which MPS will
transfer to or share with us various leased properties. This agreement will
provide for:

. assignments to us of leases for specified leased properties;

. subleases to us of portions of specified leased properties; and

. short-term licenses permitting short-term occupancy of selected leased
properties.

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The Real Estate Matters Agreement will require all parties to use reasonable
efforts to obtain any landlord consents required for the proposed transfers of
leased properties, including MPS paying commercially reasonable consent fees if
required by the landlords, and us agreeing to provide the security required
under the applicable leases.

The Real Estate Matters Agreement will also give the parties the right to
change the allocation and terms of specified sites by mutual agreement based on
changes in the requirements of the parties. The Real Estate Matters Agreement
will provide that all reasonable costs required to effect the transfers will be
paid by MPS.

Employee Benefits Agreement

We will enter into an Employee Benefits Agreement with MPS under which we
will assume and agree to pay, perform, fulfill, and discharge employee benefit
obligations in accordance with their respective terms relating to individuals
who will be employed by us as of the closing date of this offering. Until the
closing date of this offering, our employees will continue to participate in
MPS's employee benefit plans, although we will bear our allocable share of the
costs of benefits and administration of these plans. Any assets funding these
liabilities will be transferred from funding vehicles associated with MPS's
plans to the corresponding funding vehicles associated with our plans.

Many of our employees have options to purchase shares of MPS common stock.
The Employee Benefits Agreement provides that all of these MPS options will,
for the time being, remain in effect following this offering, but that no
further MPS options will be granted to Idea Integration employees.

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SOLE STOCKHOLDER

Prior to completion of this offering, all of the outstanding shares of our
common stock will continue to be owned by MPS through its wholly-owned
subsidiary, Modis. The mailing address of MPS and Modis is One Independent
Drive, Jacksonville, Florida 32202. Upon completion of this offering, MPS,
through Modis, will beneficially own % of all of the outstanding shares of our
common stock before giving effect to any outstanding options under our long-
term incentive plan. Except for MPS, through Modis, we are not aware of any
person or group that will beneficially own more than five percent of our common
stock upon completion of this offering.

None of our directors and executive officers beneficially owns any shares of
our common stock. We intend to grant to our directors and executive officers
options to purchase an aggregate of shares with an exercise price equal to
the public offering price set forth on the cover page of this prospectus.
Assuming the exercise of these options, once the options are vested, these
directors and executive officers would beneficially own % of our common stock.

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DESCRIPTION OF CAPITAL STOCK

Our amended and restated certificate of incorporation, which will be filed
prior to the closing of this offering, authorizes the issuance of up to 150
million shares of common stock, par value $.01 per share, and 25 million shares
of preferred stock, par value $.01 per share. The rights and preferences of the
preferred stock may be established from time to time by our board of directors.
Prior to this offering, 43 million shares of common stock were issued and
outstanding. No shares of preferred stock have been issued.

The following summarizes the material provisions of our capital stock and
anti-takeover provisions of our certificate of incorporation and bylaws. This
summary is qualified by our certificate of incorporation and bylaws, which have
been filed as exhibits to the registration statement related to this
prospectus, and by Delaware law.

Common Stock

Immediately following this offering, shares of common stock will be
issued and outstanding. Holders of common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders. Because holders of
common stock do not have cumulative voting rights, the holders of a majority of
the shares of common stock can elect all of the members of the board of
directors standing for election. The holders of common stock are entitled to
receive any dividends that may be declared by the board of directors in the
future unless we issue preferred stock with preferences. In the event of a
liquidation, dissolution, or winding up, holders of our common stock would be
entitled to receive pro rata all of our assets available for distribution to
its stockholders, after the liabilities and liquidation preferences of any
preferred stock. There are no redemption or sinking fund provisions applicable
to the common stock. All outstanding shares of common stock are fully paid and
non-assessable.

Preferred Stock

The board of directors has the authority to issue up to 25 million shares of
preferred stock in one or more series and to fix the rights, preferences,
privileges, and restrictions of the preferred stock, including dividend rights,
dividend rates, conversion rates, voting rights, terms of redemption,
redemption prices, liquidation preferences, and the number of shares
constituting any series or the designation of that series, which may be
superior to those of the common stock, without further vote or action by the
stockholders. There will be no shares of preferred stock outstanding upon the
closing of the offering and we have no present plans to issue any preferred
stock.

One of the effects of undesignated preferred stock may be to enable our
board of directors to render more difficult or to discourage an attempt to
obtain control of us by means of a tender offer, proxy contest, merger or
otherwise, and as a result to protect the continuity of our management. Any
issuance of shares of the preferred stock by our board of directors as
described above may adversely affect the rights of the holders of common stock.
For example, preferred stock issued by us may rank prior to the common stock as
to dividend rights, liquidation preference, or both, may have full or limited
voting rights, and may be convertible into shares of common stock. Accordingly,
the issuance of shares of preferred stock may discourage bids for the common
stock or may otherwise adversely affect the market price of the common stock.

Additional Certificate of Incorporation Provisions

Our certificate of incorporation provides that any person purchasing or
acquiring an interest in our shares is deemed to have consented to the
following provisions relating to intercompany agreements and to transactions
with interested parties and corporate opportunities. The corporate charter of
MPS does not include comparable provisions relating to intercompany agreements,
transactions with interested parties, or corporate opportunities.

Transactions with Interested Parties

Our certificate of incorporation provides that no contract, agreement,
arrangement, or transaction or any amendment, modification, or termination of
the contract, agreement, or transaction between us and any of our directors or
officers, MPS, or any entity in which any of our directors have a direct or
indirect financial interest,

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which we refer to as a Related Entity, or between us and any of the directors
or officers of MPS or any Related Entity shall be void or voidable solely for
the reason that MPS, a Related Entity, or any one or more of our officers or
directors, or any of the directors or officers of MPS or any Related Entity are
parties thereto, or solely because any such directors or officers are present
at, participate in, or vote with respect to the authorization of the contract,
agreement, arrangement, or transaction or any amendment, modification, or
termination of these contracts, agreements, arrangements or transactions.

Further, our certificate of incorporation provides that neither MPS nor any
officer or director of MPS or of any Related Entity shall be liable to us or
our stockholders for breach of any fiduciary duty or duty of loyalty or failure
to act in, or not opposed to, our best interests or the derivation of any
improper personal benefit by reason of the fact that MPS or an officer or
director of MPS or of a Related Entity in good faith takes any action or
exercises any right or gives or withholds any consent in connection with any
agreement or contract between MPS or such Related Entity and us. No vote cast
or other action taken by any person who is an officer, director, or other
representative of MPS or such Related Entity, which vote is cast or action is
taken by such person in his capacity as our director, shall constitute an
action of or the exercise of a right by or a consent of MPS, such subsidiary or
Related Entity for the purpose of any such agreement or contract.

Competition by MPS with Our Corporate Opportunities

Our certificate of incorporation provides that except as MPS may otherwise
agree in writing:

. MPS or any subsidiary of MPS shall not have a duty to refrain from
engaging directly or indirectly in the same or similar business
activities or line of business as us; and

. MPS or any subsidiary, officer or director of MPS will not be liable to
us or to our stockholders for breach of any fiduciary duty by reason of
any such activities or of such person's participation therein.

Our certificate of incorporation also provides that if MPS or any subsidiary
of MPS acquires knowledge of a potential transaction or matter which may be a
corporate opportunity both for MPS or such subsidiary and for us, neither MPS
nor such subsidiary (nor the officers and directors of either of them) shall
have a duty to communicate or offer such corporate opportunity to us and shall
not be liable to us or our stockholders for breach of fiduciary duty as a
stockholder of our company or controlling person of a stockholder by reason of
the fact that MPS or such subsidiary pursues or acquires such opportunity for
itself, directs such corporate opportunity to another person, or does not
communicate information regarding such corporate opportunity to us.

Further, our certificate of incorporation provides that in the event that a
director, officer, or employee of our company who is also a director, officer,
or employee of MPS acquires knowledge of a potential transaction or matter that
may be a corporate opportunity both for us and MPS (whether such potential
transaction or matter is proposed by a third party or is conceived of by such
director, officer, or employee of our company), such director, officer, or
employee shall be entitled to offer such corporate opportunity to us or MPS as
such director, officer, or employee deems appropriate under the circumstances
in his or her sole discretion, and no such director, officer, or employee shall
be liable to us or our stockholders for breach of any fiduciary duty or duty of
loyalty or failure to act in, or not opposed to, the best interest of our
company or the derivation of any improper personal benefit by reason of the
fact that such director, officer, or employee offered such corporate
opportunity to MPS rather than us or did not communicate information regarding
such corporate opportunity to us or that MPS pursues or acquires such corporate
opportunity for itself or directs such corporate opportunity to another person
or does not communicate information regarding such corporate opportunity to us.

The enforceability of the provisions discussed above has not been
established under Delaware law and relevant judicial authority. These
provisions of our certificate of incorporation eliminate rights that might have
been available to our stockholders under Delaware law had such provisions not
been included in our certificate of incorporation.

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At the time of the consummation of the offering, one of our directors will
be an employee of MPS and three of our directors will also be directors of MPS.

The foregoing provisions of our certificate of incorporation shall expire on
the date that MPS ceases to own beneficially 50% or more of the number of
outstanding shares of our common stock.

Actions Under Intercompany Agreements

Our certificate of incorporation also limits the liability of MPS and its
subsidiaries for breaches of their fiduciary duties in connection with action
that may be taken or not taken in good faith under the intercompany agreements
for any acts or omissions occurring while MPS continues to own beneficially 50%
or more of the number of outstanding shares of our common stock. See "Certain
Relationships and Related Transactions" beginning on page 51 for more
information.

Anti-Takeover Effects of Provisions of Our Certificate of Incorporation and
Bylaws

Limitations on Removal of Directors

The holders of a majority of our outstanding voting stock may remove a
director with cause and nominate persons to stand for election to the board of
directors. The board of directors, not the stockholders, will have the right to
appoint persons to fill vacancies on the board of directors.

Written Consent of Stockholders

Our certificate of incorporation provides that prior to the date on which
MPS shall cease to be the beneficial owner of at least a majority of the then
outstanding shares of our common stock, which date we refer to as the Trigger
Date, any action required or permitted to be taken by our stockholders may be
taken at a duly called meeting of stockholders or by written consent of
stockholders owning the minimum number of shares required to approve such
action. On and after the Trigger Date, any action by our stockholders must be
taken at an annual or special meeting of stockholders. Special meetings of the
stockholders may be called only by a majority of the whole board of directors
or by the Chairman of our board of directors. This provision, which requires a
vote of at least 75% of the voting power of the outstanding shares of common
stock to be amended, could have the effect of deterring hostile takeovers or
delaying changes in control.

Advance Notice Procedure for Stockholder Proposals

Our bylaws establish an advance notice procedure for the nomination of
candidates for election as directors as well as for stockholder proposals to be
considered at annual meetings of stockholders. In general, notice of intent to
nominate a director must be delivered to or mailed and received at our
principal executive offices as follows:

. for an election to be held at the annual meeting of stockholders, not
less than 120 days and not more than 150 days prior to the anniversary
date of the proxy statement for the immediately preceding annual meeting
of stockholders; and

. if no annual meeting was held in the previous year or the date of the
applicable annual meeting has been changed by more than 30 days from the
date contemplated at the time of the previous year's proxy statement, not
less than a reasonable time, as determined by the board of directors,
prior to the date of the applicable annual meeting.

Notice of stockholders' intent to raise business at an annual meeting must
be delivered to or mailed and received at our principal executive offices not
less than 120 days prior to the anniversary date of the proxy statement for the
preceding annual meeting of stockholders. These procedures may operate to limit
the ability
of stockholders to bring business before a stockholders meeting, including the
nomination of directors or

58
<PAGE>

considering any transaction that could result in a change in control. These
advance notice procedures are not applicable prior to the Trigger Date.

Limitation of Liability of Officers and Directors

Our certificate of incorporation provides that we shall indemnify each
director to the fullest extent permitted by Delaware law including, without
limitation, for any breach of duty, except as expressly prohibited by Section
102(b)(7) of the Delaware General Corporation Law, or any successor provision.
Such express prohibitions include:

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

. for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of laws;

. for unlawful payment of a dividend or unlawful stock purchase or stock
redemption; and

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

The effect of these provisions is to eliminate our rights and those of our
stockholders, through stockholders' derivative suits on our behalf, to recover
monetary damages against a director for breach of fiduciary duty as a director,
including breaches resulting from grossly negligent behavior, except in the
situations described above. These provisions will not change after the Trigger
Date.

Delaware Takeover Statute

Under the terms of our certificate of incorporation and as permitted under
Delaware law, we have elected to be governed by Delaware's anti-takeover law.
This law provides that specified persons who, together with affiliates and
associates, own, or within three years did own, 15% or more of the outstanding
voting stock of a corporation may not engage in certain business combinations
with the corporation for a period of three years after the date on which the
person became an interested stockholder. It has an anti-takeover effect for
transactions not approved in advance by our board of directors, including
discouraging takeover attempts that might result in a premium over the market
price for the shares of our common stock. The law does not include interested
stockholders prior to the time our common stock is authorized for quotation on
the Nasdaq National Market. This includes Modis. The law defines the term
"business combination" to encompass a wide variety of transactions with or
caused by an interested stockholder, including mergers, asset sales and other
transactions in which the interested stockholder receives or could receive a
benefit on other than a pro rata basis with other stockholders. With approval
of our stockholders, we could amend our certificate of incorporation in the
future so as not to be governed by the anti-takeover law.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the common stock is Bank One Trust
Company, National Association.

59
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, we will have shares of common stock
outstanding. Of the shares outstanding:

. all of the shares offered by this prospectus will be available for
immediate sale in the public market as of the date of this prospectus;
and

. 43 million shares will be governed by a lock-up period ending 180 days
after the date of this prospectus, which we refer to as the 180-day lock-
up period, after which they will be available for sale in the public
market, in compliance with volume and other limitations of Rule 144.

See "Underwriting" beginning on page 62 for more information.

In general, under Rule 144, beginning 90 days after the date of this
prospectus, a person, or persons whose shares are aggregated, who has
beneficially owned shares for at least one year is entitled to 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, which will
equal approximately shares immediately after this offering; or

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

Sales under Rule 144 must also comply with manner of sale requirements, and
depending on the amount sold, the filing of a Form 144.

Under Rule 144(k), a person, or persons whose shares are aggregated, is
entitled to sell his or her shares without regard to the limitations described
above if:

. the person has not been an affiliate of ours, such as an officer,
director or 10%-or-greater stockholder, at any time during the 90 days
immediately preceding the sale; and

. the person has beneficially owned his or her shares for at least two
years.

Persons deemed to be affiliates must always sell under Rule 144, even after
the applicable holding periods have been satisfied.

We are unable to estimate the number of shares that will be sold under Rule
144, since this will depend on the market price for our common stock and other
factors. Prior to this offering, there has been no public market for the common
stock, and there can be no assurance that a significant public market for the
common stock will develop or be sustained after the offering. Any future sale
of substantial amounts of the common stock in the open market may adversely
affect the market price of the common stock offered by this prospectus.

We, our directors and executive officers, MPS, and Modis have agreed not to
sell any common stock without the prior consent of FleetBoston Robertson
Stephens Inc. for the 180-day lock-up period subject to certain exceptions. We
may, however, without such consent, grant options, sell shares under our stock
plan and issue shares to acquire other companies.

60
<PAGE>

Any of our employees or professionals who purchased his or her shares under
a written compensatory plan or contract is entitled to rely on the resale
provisions of Rule 701, which permits nonaffiliates to sell their Rule 701
shares without having to comply with the public information, holding period,
volume limitation, or notice provisions of Rule 144 and permits affiliates to
sell their Rule 701 shares without having to comply with the Rule 144 holding
period restrictions, in each case commencing 90 days after the date of this
prospectus. Through , 2000, the holders of options exercisable into shares
of common stock will be eligible to sell their shares after the vesting of
their options and the expiration of the 180-day lock-up period.

We intend to file one or more registration statements on Form S-8 under the
Securities Act to register all shares of common stock governed by outstanding
stock options and common stock issued or issuable under our stock plans. We
expect to file the registration statement covering shares offered by the Idea
Integration Omnibus Incentive Plan within 180 days after the date of this
prospectus, thus permitting the resale of these shares by non-affiliates in the
public market without restriction under the Securities Act.

In addition, after this offering, Modis will be entitled to have its shares
registered under the Securities Act. Registration of such shares under the
Securities Act would result in these shares, except for shares purchased by our
affiliates, becoming freely tradable without restriction under the Securities
Act immediately on the effectiveness of such registration.

61
<PAGE>

UNDERWRITING

The underwriters named below, acting through their representatives,
FleetBoston Robertson Stephens Inc., Banc of America Securities LLC, SG Cowen
Securities Corporation, Legg Mason Wood Walker, Incorporated, and The Robinson-
Humphrey Company, LLC have severally agreed with us, under the terms and
conditions of the underwriting agreement, to purchase from us the number of
shares of common stock set forth opposite their respective names below. The
underwriters are committed to purchase and pay for all such shares if any are
purchased.

<TABLE>
<CAPTION>
Number
Underwriters of Shares
------------ ---------
<S> <C>
FleetBoston Robertson Stephens Inc...............................
Banc of America Securities LLC...................................
SG Cowen Securities Corporation..................................
Legg Mason Wood Walker, Incorporated.............................
The Robinson-Humphrey Company, LLC...............................
---
Total..........................................................
===
</TABLE>

The representatives have advised us that the underwriters propose to offer
the shares of common stock to the public at the public offering price set forth
on the cover page of this prospectus and to some dealers at such price less a
concession of not more than $ per share, of which $ may be reallowed to
other dealers. After the completion of this offering, the public offering
price, concession and reallowance to dealers may be reduced by the
representatives. No such reduction shall change the amount of proceeds to be
received by us as set forth on the cover page of this prospectus.

The underwriters have advised us that they do not expect sales to
discretionary accounts to exceed five percent of the total number of such
shares offered.

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 additional
shares of common stock at the same price per share as we will receive for the
shares that the underwriters have agreed to purchase from us. 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 such
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 total number of
shares offered by the prospectus. If purchased, the additional shares will be
sold by the underwriters on the same terms as those on which the shares are
being sold. We will be obligated, under the over-allotment option, to sell
shares to the extent the option is exercised. The underwriters may exercise the
over-allotment option only to cover over-allotments made in connection with the
sale of the shares of common stock offered by this prospectus.

The following table summarizes the compensation to be paid by us to the
underwriters:

<TABLE>
<CAPTION>
Total
-----------------------------
Per Without With
Share Over-Allotment Over-Allotment
----- -------------- --------------
<S> <C> <C> <C>
Underwriting discounts and
commissions
Payable by us..................... $
</TABLE>

Indemnity

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

62
<PAGE>

Lock-Up Agreements

Each of our executive officers and directors, as well as Modis and MPS has
agreed, for a period of 180 days after the date of this prospectus, 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, any options or
warrants to purchase any shares of common stock, or any securities convertible
into or exchangeable for common stock owned as of the date of this prospectus
or thereafter acquired directly by these holders or with respect to which they
have or may acquire 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 without notice, release all or
any portion of the securities subject to lock-up agreements. There are no
agreements between the representatives and any of our stockholders providing
consent by the representatives to the sale of shares prior to the expiration of
the 180 day lock-up period.

Future Sales by Us

In addition, we have agreed that until 180 days after the date of this
prospectus we will not, without the prior written consent of FleetBoston
Robertson Stephens Inc., consent to the disposition of any shares held by
stockholders prior to the expiration of the 180 day 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, or exchangeable for shares of common stock, other than our
sale of shares in this offering, the issuance of shares of common stock upon
the exercise of outstanding options, and the grant of options to purchase
shares of common stock under existing employee stock option or stock purchase
plans. See "Shares Eligible For Future Sale" beginning on page 60 for more
information.

Directed Shares

At our request, the underwriters will reserve up to shares of common
stock to be issued by us and offered hereby for sale, at the initial public
offering price, to directors, officers, employees, business associates, and
persons otherwise connected to us. 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 will be offered by the underwriters to
the general public on the same basis as the shares of common stock offered
hereby.

Listing

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

No Prior Public Market

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial public offering price for our common stock
offered by this prospectus has been determined through negotiations between us
and our representatives. Among the factors considered in these negotiations
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, and the present state of our
development.

Stabilization

Our representatives have advised us that, under Regulation M of 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, which 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

63
<PAGE>

purpose of fixing or maintaining the price of the common stock. A "syndicate
covering transaction" is the bid for or the 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 such underwriter or syndicate member is
purchased by the representatives in a syndicate covering transaction and has
therefore not been effectively placed by such underwriter or syndicate member.
The representatives have advised us that such transactions may be effected on
the Nasdaq National Market or otherwise and, if commenced, may be discontinued
at any time.

Syndicate Short Sales

The representatives have advised us that, on behalf of the underwriters,
they may make short sales of our common stock in connection with this offering,
resulting in the sale by the underwriters of a greater number of shares than
they are required to purchase under the underwriting agreement. The short
position resulting from those short sales will be deemed a "covered" short
position to the extent that it does not exceed the shares under the
underwriters' over-allotment option and will be deemed a "naked" short position
to the extent that it exceeds that number. A naked short position is more
likely to be created if the underwriters are concerned that there may be
downward pressure on the trading price of the common stock in the open market
that could adversely affect investors who purchased shares in the offering. The
underwriters may reduce or close out their covered short position either by
exercising the over-allotment option or by purchasing shares in the open
market. In determining which of these alternatives to pursue, the underwriters
will consider the price at which shares are available for purchase in the open
market as compared to the price at which they may purchase shares through the
over-allotment option. Any "naked" short position will be closed out by
purchasing shares in the open market. Similar to the other stabilizing
transactions described below, open market purchases made by the underwriters to
cover all or a portion of their short position may have the effect of
preventing or retarding a decline in the market price of our common stock
following this offering. As a result, our common stock may trade at a price
that is higher than the price that otherwise might prevail in the open market.

Expenses of the Offering

The expenses of the offering are estimated at approximately $ and are
payable entirely by us.

Other

Under the Conduct Rules of the National Association of Securities Dealers,
Inc., or NASD, when 10% or more of the net proceeds of a public offering of
equity securities are to be paid to a member of the NASD participating in the
public offering or an affiliate of that member, the price at which the equity
securities are distributed to the public must be no lower than that recommended
by a "qualified independent underwriter" as defined in Rule 2720 of the Conduct
Rules of the NASD. Banc of America Securities LLC is a member of the NASD and
is an affiliate of Bank of America, N.A., a lender under MPS's credit facility.
Banc of America Securities LLC will receive more than 10% of the net proceeds
from this offering as a result of our repayment of amounts owed to MPS which it
will use to reduce its borrowings under its credit facility.

As a result, this offering is being made in compliance with Rule 2710(c)(8)
of the Conduct Rules of the NASD. FleetBoston Robertson Stephens Inc. will act
as a qualified independent underwriter in connection with this offering and
will assume the customary responsibilities of acting as a qualified independent
underwriter in pricing and conducting due diligence for this offering.
Accordingly, the price of the common stock sold to the public will be no lower
than that recommended by FleetBoston Robertson Stephens Inc. acting as
qualified independent underwriter for this offering. FleetBoston Robertson
Stephens Inc. will receive a fee of $ for acting as the qualified
independent underwriter.

LEGAL MATTERS

The validity of the issuance of the common stock offered by this prospectus
will be passed upon for us by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited
liability partnership including professional corporations. Legal matters in
connection with this offering will be passed upon for the underwriters by
Brobeck, Phleger & Harrison LLP, Washington, D.C.

64
<PAGE>

EXPERTS

The following financial statements have been included in reliance on the
reports of PricewaterhouseCoopers LLP, independent certified public
accountants, given on the authority of said firm as experts in auditing and
accounting: Idea Integration Corp. as of December 31, 1998 and 1999 and the
three years in the period ended December 31, 1999; Realtime Consulting, Inc. as
of September 31, 1997 and for the six months then ended; Zeal, Inc. as of
December 31, 1998 and for the nine months then ended and as of April 30, 1999
and for the four months then ended; Open Management Software, Inc. as of
December 31, 1998 and for the nine months then ended and as of July 31, 1999
and for the seven months then ended; The Forsythe Technology Group, Inc. as of
December 31, 1998 and November 29, 1999, and for the year ended December 31,
1998 and for the period from January 1, 1999 to November 29, 1999; Catapult
Technology, Inc., Brahma Software Solutions, Inc. and Brahma Technolutions,
Inc. as of December 31, 1999 and for the nine months then ended; T1 Design LLC
as of December 31, 1998 and for the eight months then ended, as of December 31,
1999 and for the year then ended and as of January 31, 2000 and for the one
month then ended; Red Eye Digital Media, LLC as of December 31, 1999 and the
eight months then ended and as of January 31, 2000 and for the one month then
ended; Integral Results, Inc. as of December 31, 1997, 1998, and 1999 and
January 31, 2000, and for the eight months ended December 31, 1997, for the
years ended December 31, 1998 and 1999, and for the one month ended January 31,
2000; Ramworks, Inc. as of December 31, 1997 and for the five months then ended
and as of December 31, 1998 and for the year then ended and as of December 31,
1999 and for the year then ended and as of May 12, 2000 and for the period from
January 1, 2000 to May 12, 2000.

The audited financial statements of Actium Technologies, Inc. included in
this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form S-1 under
the Securities Act relating to the common stock being sold in this offering.
This prospectus constitutes a part of that registration statement. This
prospectus does not contain all of the information set forth in the
registration statement because some parts have been omitted in accordance with
the rules and regulations of the Commission. For further information about us
and the common stock being sold in this offering, you should refer to the
registration statement and the exhibits and schedules filed as a part of the
registration statement. Statements contained in this prospectus regarding the
contents of any agreement, contract or other document referred to may be
incomplete; reference is made in each instance to the copy of the contract or
document filed as an exhibit to the registration statement. Each statement is
qualified by reference to the exhibit. You may read and copy all or any portion
of the registration statement or any reports, statements, or other information
in the files at the following public reference facilities of the Commission:

<TABLE>
<S> <C> <C>
Washington, D.C. New York, New York Chicago, Illinois
Room 1024, Judiciary Plaza Seven World Trade Center 500 West Madison Street
450 Fifth Street, N.W. Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
</TABLE>

You can request copies of these documents upon payment of a duplicating fee
by writing to the Commission. You may call the Commission at 1-800-SEC-0330 for
further information on the operation of its public reference rooms. Our
filings, including the registration statement, will also be available to you on
the Internet Web site maintained by the Commission at www.sec.gov.

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

65
<PAGE>

IDEA INTEGRATION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
IDEA INTEGRATION CORP.
Pro Forma Consolidated Financial Statements (Unaudited):
Pro Forma Consolidated Statements of Operations......................... F-3
Notes to Unaudited Pro Forma Consolidated Financial Statements.......... F-5
Consolidated Financial Statements:
Report of Independent Certified Public Accountants...................... F-9
Consolidated Balance Sheets............................................. F-10
Consolidated Statements of Operations................................... F-11
Consolidated Statements of Cash Flows................................... F-12
Consolidated Statements of Stockholder's Equity......................... F-13
Notes to Consolidated Financial Statements.............................. F-14

REALTIME CONSULTING, INC.
Report of Independent Certified Public Accountants....................... F-26
Balance Sheet............................................................ F-27
Statement of Operations and Retained Earnings............................ F-28
Statement of Cash Flows.................................................. F-29
Notes to Financial Statements............................................ F-30

ACTIUM TECHNOLOGIES, INC.
Report of Independent Public Accountants................................. F-32
Balance Sheets........................................................... F-33
Statements of Operations................................................. F-34
Statements of Shareholders' Equity....................................... F-35
Statements of Cash Flows................................................. F-36
Notes to Financial Statements............................................ F-37

ZEAL, INC.
Report of Independent Certified Public Accountants....................... F-43
Balance Sheets........................................................... F-44
Statements of Operations................................................. F-45
Statements of Shareholders' Equity....................................... F-46
Statements of Cash Flows................................................. F-47
Notes to Financial Statements............................................ F-48

OPEN MANAGEMENT SOFTWARE, INC.
Report of Independent Certified Public Accountants....................... F-52
Balance Sheets........................................................... F-53
Statements of Operations................................................. F-54
Statements of Shareholders' Equity....................................... F-55
Statements of Cash Flows................................................. F-56
Notes to Financial Statements............................................ F-57

THE FORSYTHE TECHNOLOGY GROUP, INC.
Report of Independent Certified Public Accountants....................... F-61
Balance Sheets........................................................... F-62
Statements of Operations................................................. F-63
Statements of Shareholders' Equity....................................... F-64
Statements of Cash Flows................................................. F-65
Notes to Financial Statements............................................ F-66
</TABLE>

F-1
<PAGE>

IDEA INTEGRATION CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

<TABLE>
<CAPTION>
Page
-----
<S> <C>
CATAPULT TECHNOLOGY, INC., BRAHMA SOFTWARE SOLUTIONS, INC., AND BRAHMA
TECHNOLUTIONS, INC.
Report of Independent Certified Public Accountants..................... F-70
Combined Balance Sheet................................................. F-71
Combined Statement of Operations....................................... F-72
Combined Statement of Stockholder's Equity............................. F-73
Combined Statement of Cash Flows....................................... F-74
Notes to Combined Financial Statements................................. F-75

T1 DESIGN LLC
Report of Independent Certified Public Accountants..................... F-79
Balance Sheets......................................................... F-80
Statements of Operations............................................... F-81
Statements of Members' Equity.......................................... F-82
Statements of Cash Flows............................................... F-83
Notes to Financial Statements.......................................... F-84

RED EYE DIGITAL MEDIA, LLC
Report of Independent Certified Public Accountants..................... F-88
Balance Sheets......................................................... F-89
Statements of Operations............................................... F-90
Statements of Members' Equity.......................................... F-91
Statements of Cash Flows............................................... F-92
Notes to Financial Statements.......................................... F-93

INTEGRAL RESULTS, INC.
Report of Independent Certified Public Accountants..................... F-97
Balance Sheets......................................................... F-98
Statements of Operations............................................... F-99
Statements of Stockholders' Equity..................................... F-100
Statements of Cash Flows............................................... F-101
Notes to Financial Statements.......................................... F-102

RAMWORKS, INC.
Report of Independent Certified Public Accountants..................... F-108
Balance Sheets......................................................... F-109
Statements of Operations............................................... F-110
Statements of Stockholders' Equity..................................... F-111
Statements of Cash Flows............................................... F-112
Notes to Financial Statements.......................................... F-113
</TABLE>

F-2
<PAGE>

IDEA INTEGRATION CORP.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Six Months Ended June 30, 2000
(in thousands, except per share data)

<TABLE>
<CAPTION>
Acquired
Companies Adjustments
Historical (Note 4) (Note 5) Pro Forma
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue........................... $113,335 $2,536 $ -- $115,871
Cost of revenue................... 62,615 969 -- 63,584
-------- ------ ----- --------
Gross Profit.................... 50,720 1,567 -- 52,287
-------- ------ ----- --------
Operating expenses:
General and administrative....... 40,733 833 -- 41,566
Depreciation and amortization.... 4,376 -- 149 (a) 4,525
-------- ------ ----- --------
Total operating expenses........ 45,109 833 149 46,091
-------- ------ ----- --------
Income from operations............ 5,611 734 (149) 6,196
Other income (expense), net....... (1,043) (16) (365)(b) (1,424)
-------- ------ ----- --------
Income before provision for income
taxes........................... 4,568 718 (514) 4,772
Provision for income taxes........ 2,407 1 107 (c) 2,515
-------- ------ ----- --------
Net income........................ $ 2,161 $ 717 $(621) $ 2,257
======== ====== ===== ========
Basic net income per common
share........................... $ 0.05 $ 0.05
======== ========
Basic common shares outstanding... 43,000 43,000
======== ========
Diluted net income per common
share........................... $ 0.05 $ 0.05
======== ========
Diluted common shares
outstanding..................... 43,000 43,000
======== ========
</TABLE>
--------
For (a), (b), and (c) above, see Note 5 on page F-7.

See accompanying notes to unaudited pro forma consolidated financial
statements.

F-3
<PAGE>

IDEA INTEGRATION CORP.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
Year Ended December 31, 1999
(in thousands, except per share data)

<TABLE>
<CAPTION>
Acquired
Companies Adjustments
Historical (Note 4) (Note 5) Pro Forma
---------- --------- ----------- ---------
<S> <C> <C> <C> <C>
Revenue.......................... $168,158 $38,982 $ -- $207,140
Cost of revenue.................. 97,949 17,591 -- 115,540
-------- ------- ------- --------
Gross Profit................... 70,209 21,391 -- 91,600
-------- ------- ------- --------
Operating expenses:
General and administrative...... 37,614 15,856 -- 53,470
Depreciation and amortization... 6,055 -- 2,390 (a) 8,445
-------- ------- ------- --------
Total operating expenses....... 43,669 15,856 2,390 61,915
-------- ------- ------- --------
Income from operations........... 26,540 5,535 (2,390) 29,685
Other income (expense), net...... (117) 65 (2,706)(b) (2,758)
-------- ------- ------- --------
Income before provision for
income taxes................... 26,423 5,600 (5,096) 26,927
Provision for income taxes....... 11,780 240 43 (c) 12,063
-------- ------- ------- --------
Net income....................... $ 14,643 $ 5,360 $(5,139) $ 14,864
======== ======= ======= ========
Basic net income per common
share.......................... $ 0.34 $ 0.35
======== ========
Basic common shares outstanding.. 43,000 43,000
======== ========
Diluted net income per common
share.......................... $ 0.34 $ 0.35
======== ========
Diluted common shares
outstanding.................... 43,000 43,000
======== ========
</TABLE>
--------
For (a), (b), and (c) above, see Note 5 on page F-7.

See accompanying notes to unaudited pro forma consolidated financial
statements.

F-4
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

1.FORMATION AND OPERATIONS

Idea Integration Corp. ("Idea" or the "Company") was incorporated on
December 21, 1999 to be the holding company for the e-business solutions
division of Modis, Inc. ("Modis"). Modis is owned by Modis Professional
Services, Inc. ("MPS"), a publicly traded professional services company. The
division commenced operations with the acquisition of Perspective Technology
Corporation, Inc. on August 11, 1996 and expanded the business further through
both internal growth and additional acquisitions (see note 3).

MPS intends to separate the Company's business from that of Modis pursuant
to an Agreement and Plan of Reorganization (the "Reorganization") to be entered
into among the Company, MPS, and Modis. Also, as part of the Reorganization and
as a condition precedent to the registration statement being declared
effective, in August 2000, the Company will declare a stock split of 430,000-
to-1, resulting in 43 million shares outstanding. This separation is to be
effected by the contribution to Idea of the stock and membership interests in
the subsidiaries, and certain other assets, which collectively comprise the e-
business solutions division of MPS. As the entities are under common control,
the contribution is to be accounted for at historical cost in a manner similar
to a pooling of interests.

Idea provides e-business solutions for its clients in the following broad
practice areas:

. e-Application Development

. Enterprise Application Integration (EAI)

. e-Business Strategy

. Creative Design

. Business Intelligence

. Enterprise Software Solutions

. Business-to-Business Solutions

. CRM (Customer Relationship Management) Solutions

2.BASIS OF PRESENTATION

The accompanying unaudited pro forma consolidated financial statements are
based on adjustments to the historical consolidated financial statements of
Idea to give effect to the acquisitions described in Note 3 (the "Acquired
Companies"). The pro forma consolidated statements of operations assume the
acquisitions were consummated as of the beginning of the periods presented. The
pro forma consolidated statements of operations are not necessarily indicative
of results that would have occurred had the acquisitions been consummated as of
the beginning of the periods presented or that might be attained in the future.

Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission, or the SEC. The pro forma consolidated financial statements should
be read in conjunction with the historical consolidated financial statements of
Idea, the historical financial statements of the Acquired Companies and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere herein.

3.ACQUISITIONS

For the Year Ended December 31, 1999

On April 30, 1999, Intelligent Solutions (Midlands), Ltd., a U.K.-based e-
business solutions company, was acquired for $4,934 in cash and a $527 note
payable to the former shareholders. In addition, the sellers are

F-5
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)
entitled to future contingent consideration based on the increase in earnings
before interest and taxes ("EBIT"), on a yearly basis through fiscal 2002. In
June 2000, the sellers entered into an agreement with the Company whereby all
future earnouts were fixed at approximately $7,000. This obligation was paid in
August 2000 and is included in the balance sheet line item "Accounts payable
and accrued expenses" as of June 30, 2000. The acquisition was accounted for
under the purchase method of accounting.

On April 30, 1999, Zeal, Inc., an Illinois-based e-business solutions
company, was acquired for $7,850 in cash and a $900 note payable to the former
shareholders. The acquisition was accounted for under the purchase method of
accounting.

On July 1, 1999, UTEK, Inc., an Illinois-based technology company consisting
of an e-business solutions division and a computer consulting division was
acquired for $23,540 in cash and a $3,000 note payable to the former
shareholder. In connection with the Reorganization, Modis will retain the
computer consulting division and contribute the e-business solutions division
to Idea. The Company has been allocated approximately $10,260 in purchase price
related to the contribution of the e-business solutions operations to Idea. The
allocation of the purchase price is based on the same pricing convention the
Company used to price similar acquisitions, generally a multiple of EBIT, which
management believes is a reasonable methodology. The acquisition was accounted
for under the purchase method of accounting.

On July 31, 1999, Open Management Software, Inc., a California-based
e-business solutions company, was acquired for $13,250 in cash and a $1,750
note payable to the former shareholders. The acquisition was accounted for
under the purchase method of accounting.

On November 30, 1999, The Forsythe Technology Group, Inc., an Ohio-based e-
business solutions company, was acquired for $3,275 in cash and a $575 note
payable to the former shareholders. The acquisition was accounted for under the
purchase method of accounting.

For the Six Months Ended June 30, 2000

On January 1, 2000, Catapult Technology, Inc., Brahma Software Solutions,
Inc., and Brahma Technolutions, Inc. (together "Catapult"), each an Illinois-
based e-business solutions company, was acquired for $9,000 in cash and a
$1,000 note payable to the former shareholders. The acquisition was accounted
for under the purchase method of accounting.

On January 31, 2000, T1 Design LLC, a Texas-based e-business solutions
company, was acquired for $30,600 in cash and a $3,400 note payable to the
former shareholders. The acquisition was accounted for under the purchase
method of accounting.

On January 31, 2000, Red Eye Digital Media, LLC, a California-based
e-business solutions company, was acquired for $7,600 in cash and a $900 note
payable to the former shareholders. In addition, the sellers are entitled to
contingent consideration estimated at $5,000. This contingent consideration is
included in the balance sheet line item "Accounts payable and accrued expenses"
as of June 30, 2000. The acquisition was accounted for under the purchase
method of accounting.

On January 31, 2000, Information Technologies Integrated Company
Incorporated, a Colorado-based e-business solutions company, was acquired for
$5,400 in cash and a $600 note payable to the former shareholders. The
acquisition was accounted for under the purchase method of accounting.

F-6
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

On February 1, 2000, Integral Results, Inc., a California-based e-business
solutions company, was acquired for $7,000 in cash and a $1,000 note payable to
the former shareholders. The acquisition was accounted for under the purchase
method of accounting.

On May 12, 2000, Ramworks, Inc., a Florida-based e-business solutions
company, was acquired for $3,850 in cash and a $400 note payable to the former
shareholders. The acquisition was accounted for under the purchase method of
accounting.

4.SCHEDULE OF ACQUIRED COMPANIES

The Company has included in the pro forma consolidated statements of
operations the results of operations for each of the acquired companies from
January 1, 1999 through the date of acquisition. The following pre-acquisition
results of operations for the acquired companies were included to derive the
pro forma consolidated statements of operations:

<TABLE>
<CAPTION>
Company Period
------- ------
<S> <C>
Zeal(a)......................................... January 1--April 29, 1999
Open Management Software(a)..................... January 1--July 30, 1999
The Forsythe Technology Group(a)................ January 1--November 29, 1999
Catapult(a)..................................... January 1--December 31, 1999
T1 Design(b).................................... January 1--January 30, 2000
T1 Design(a).................................... January 1--December 31, 1999
Red Eye Digital Media(b)........................ January 1--January 30, 2000
Red Eye Digital Media(a)........................ January 1--December 31, 1999
Integral Results(b)............................. January 1--January 31, 2000
Integral Results(a)............................. January 1--December 31, 1999
Ramworks(b)..................................... January 1--May 12, 2000
Ramworks(a)..................................... January 1--December 31, 1999
</TABLE>
--------
(a)Included in the schedule of acquired companies for the year ended December
31, 1999.
(b)Included in the schedule of acquired companies for the six months ended June
30, 2000.

5.ADJUSTMENTS TO HISTORICAL FINANCIAL STATEMENTS

The following pro forma adjustments have been made to the historical
consolidated statements of operations as if the acquisitions described in Note
3 were consummated as of the beginning of the periods presented:

(a) To reflect incremental amortization (on a straight-line basis over an
average of 38 years) of goodwill related to the purchase of the Acquired
Companies of $149 for the six months ended June 30, 2000 and $2,390 for the
year ended December 31, 1999.

(b) To reflect (i) incremental interest expense on notes payable issued to
former owners of the Acquired Companies related to their purchases of
$6,300 at an average interest rate of 5.7% during the six months ended June
30, 2000 and $11,211 at an average interest rate of 5.9% during the year
ended December 31, 1999. These amounts resulted in incremental interest of
$36 and $546, respectively, and (ii) incremental interest related to
intercompany indebtedness to MPS of $30,000 at an average interest rate of

F-7
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

7.2% resulting in incremental interest of $329 during the six months ended
June 30, 2000 and $2,160 for the year ended December 31, 1999, based on the
borrowing rate of MPS's credit facility.

(c) To reflect (i) the change in income taxes related to pro forma
adjustments, and (ii) income taxes of the Acquired Companies that were S
corporations as if they were C corporations for federal income tax
purposes.

The schedules below present the results of operations for each of the
acquired companies from January 1, 1999 through the date of acquisition. These
schedules consolidate the acquired companies for reference to the pro forma
consolidated statements of operations for the six months ended June 30, 2000
and for the year ended December 31, 1999. Presentation includes the acquired
companies required to have pre-acquisition audits included elsewhere herein:

<TABLE>
<CAPTION>
Six Months Ended June 30, 2000
-------------------------------------------------
Total
Red Eye Pro Forma
T1 Digital Integral Acquired
Design Media Results Ramworks Other Companies
------- ------- -------- -------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenue...................... $764 $308 $237 $1,001 $226 $2,536
Cost of revenue.............. 345 135 79 253 157 969
---- ---- ---- ------ ---- ------
Gross Profit............... 419 173 158 748 69 1,567
---- ---- ---- ------ ---- ------
Operating expenses:
General and administrative.. 162 122 157 349 43 833
Depreciation and
amortization............... -- -- -- -- -- --
---- ---- ---- ------ ---- ------
Total operating expenses... 162 122 157 349 43 833
---- ---- ---- ------ ---- ------
Income from operations....... 257 51 1 399 26 734
Other income (expense), net.. 1 -- -- (17) -- (16)
---- ---- ---- ------ ---- ------
Income before provision for
income taxes................ 258 51 1 382 26 718
Provision for income taxes... -- -- 1 -- -- 1
---- ---- ---- ------ ---- ------
Net income................... $258 $ 51 $ 0 $ 382 $ 26 $ 717
==== ==== ==== ====== ==== ======
</TABLE>

<TABLE>
<CAPTION>
Year Ended December 31, 1999
-------------------------------------------------------------------------------------
Total
Open Red Eye Pro Forma
Management T1 Digital Integral Acquired
Zeal Software Forsythe Catapult Design Media Results Ramworks Other Companies
------ ---------- -------- -------- ------ ------- -------- -------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $2,299 $ 3,798 $2,417 $5,831 $8,406 $3,374 $3,354 $1,514 $7,989 $38,982
Cost of revenue......... 1,282 1,769 1,832 1,734 2,885 1,469 1,323 440 4,857 17,591
------ ------- ------ ------ ------ ------ ------ ------ ------ -------
Gross Profit........... 1,017 2,029 585 4,097 5,521 1,905 2,031 1,074 3,132 21,391
------ ------- ------ ------ ------ ------ ------ ------ ------ -------
Operating expenses:
General and
administrative........ 552 4,064 124 3,963 2,233 537 1,588 710 2,085 15,856
Depreciation and
amortization.......... -- -- -- -- -- -- -- -- -- --
------ ------- ------ ------ ------ ------ ------ ------ ------ -------
Total operating
expenses.............. 552 4,064 124 3,963 2,233 537 1,588 710 2,085 15,856
------ ------- ------ ------ ------ ------ ------ ------ ------ -------
Income from operations.. 465 (2,035) 461 134 3,288 1,368 443 364 1,047 5,535
Other income (expense),
net.................... 13 75 7 -- 12 -- -- (42) -- 65
------ ------- ------ ------ ------ ------ ------ ------ ------ -------
Income before provision
for income taxes....... 478 (1,960) 468 134 3,300 1,368 443 322 1,047 5,600
Provision for income
taxes.................. -- -- -- 60 -- -- 180 -- -- 240
------ ------- ------ ------ ------ ------ ------ ------ ------ -------
Net income.............. $ 478 $(1,960) $ 468 $ 74 $3,300 $1,368 $ 263 $ 322 $1,047 $ 5,360
====== ======= ====== ====== ====== ====== ====== ====== ====== =======
</TABLE>

F-8
<PAGE>

IDEA INTEGRATION CORP.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder
of Idea Integration Corp.:

The Plan of Reorganization described in Note 1 to the financial statements has
not been consummated at August 9, 2000. When it has been consummated, we will
be in a position to furnish the following report:

"In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholder's equity and
of cash flows present fairly, in all material respects, the financial
position of Idea Integration Corp. at December 31, 1998 and 1999, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1999, 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."

PRICEWATERHOUSECOOPERS LLP

Jacksonville, FL
August 9, 2000

F-9
<PAGE>

IDEA INTEGRATION CORP.

CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

<TABLE>
<CAPTION>
December 31, December 31, June 30,
1998 1999 2000
------------ ------------ -----------
(Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............... $ 8,940 $ 4,819 $ 5,047
Accounts receivable, net of allowance of
$3,152, $5,057 and $5,952............. 19,596 31,926 46,431
Prepaid expenses and other, net......... 851 574 1,738
Deferred income taxes................... 1,516 1,949 2,669
-------- -------- --------
Total current assets................... 30,903 39,268 55,885
Furniture, equipment and leasehold
improvements, net...................... 3,252 4,861 8,884
Goodwill, net............................ 159,663 197,474 271,991
Other assets, net........................ 54 270 196
-------- -------- --------
Total assets........................... $193,872 $241,873 $336,956
======== ======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Notes payable, current portion.......... $ -- $ 2,650 $ 5,511
Accounts payable and accrued expenses... 6,950 8,365 18,933
Accrued payroll and related taxes....... 5,872 10,129 13,283
Due to parent........................... -- -- 30,000
-------- -------- --------
Total current liabilities.............. 12,822 21,144 67,727
Notes payable, long-term portion......... -- 2,262 6,700
Deferred income taxes.................... 856 1,857 2,833
-------- -------- --------
Total liabilities...................... 13,678 25,263 77,260
-------- -------- --------
Commitments and contingencies (Notes 3
and 7)
Stockholder's Equity..................... 180,194 216,610 259,696
-------- -------- --------
Total liabilities and stockholder's
equity............................... $193,872 $241,873 $336,956
======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-10
<PAGE>

IDEA INTEGRATION CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
--------------------------- -----------------
1997 1998 1999 1999 2000
------- -------- -------- ------- --------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Revenue....................... $53,677 $114,411 $168,158 $81,273 $113,335
Cost of revenue............... 29,799 64,880 97,949 47,238 62,615
------- -------- -------- ------- --------
Gross profit................ 23,878 49,531 70,209 34,035 50,720
------- -------- -------- ------- --------
Operating expenses:
General and administrative... 12,787 27,063 37,614 18,219 40,733
Depreciation and
amortization............... 1,629 4,693 6,055 2,739 4,376
------- -------- -------- ------- --------
Total operating expenses.... 14,416 31,756 43,669 20,958 45,109
------- -------- -------- ------- --------
Income from operations........ 9,462 17,775 26,540 13,077 5,611
Other income (expense), net... (175) (108) (117) (16) (1,043)
------- -------- -------- ------- --------
Income before provision for
income taxes................ 9,287 17,667 26,423 13,061 4,568
Provision for income taxes.... 3,884 8,036 11,780 5,822 2,407
------- -------- -------- ------- --------
Net income.................... $ 5,403 $ 9,631 $ 14,643 $ 7,239 $ 2,161
======= ======== ======== ======= ========
Basic net income per common
share....................... $ 0.13 $ 0.22 $ 0.34 $ 0.17 $ 0.05
======= ======== ======== ======= ========
Basic common shares
outstanding................. 43,000 43,000 43,000 43,000 43,000
======= ======== ======== ======= ========
Diluted net income per common
share....................... $ 0.13 $ 0.22 $ 0.34 $ 0.17 $ 0.05
======= ======== ======== ======= ========
Diluted common shares
outstanding................. 43,000 43,000 43,000 43,000 43,000
======= ======== ======== ======= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-11
<PAGE>

IDEA INTEGRATION CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except per share data)

<TABLE>
<CAPTION>
Six Months Ended
Years Ended December 31, June 30,
--------------------------- -----------------
1997 1998 1999 1999 2000
-------- ------- -------- ------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income.................... $ 5,403 $ 9,631 $ 14,643 $7,239 $ 2,161
Adjustments to net income to
net cash provided by
operating activities:
Depreciation and
amortization............... 1,629 4,693 6,055 2,739 4,376
Deferred income taxes........ 222 (380) 1,156 578 976
Changes in assets and
liabilities
Accounts receivable......... (3,772) (2,250) (5,967) (9,597) (7,651)
Prepaid expenses and other
assets.................... 119 (254) 110 410 (938)
Accounts payable and
accrued expenses.......... (547) 1,595 (2,053) (661) 730
Accrued payroll and related
taxes..................... 425 959 3,633 3,006 1,536
Other, net.................. 77 (76) -- -- --
-------- ------- -------- ------- --------
Net cash provided by
operating activities... 3,556 13,918 17,577 3,714 1,190
-------- ------- -------- ------- --------
Cash flows from investing
activities:
Purchase of furniture,
equipment and leasehold
improvements, net of
disposals................... (460) (910) (1,794) (1,035) (3,908)
Purchase of businesses,
including additional
earnouts on acquisitions,
net of cash acquired........ (9,906) (6,501) (39,722) (13,904) (67,979)
-------- ------- -------- ------- --------
Net cash used in
investing activities... (10,366) (7,411) (41,516) (14,939) (71,887)
-------- ------- -------- ------- --------
Cash flows from financing
activities:
Funding provided by MPS....... 8,812 2,394 21,773 14,199 70,925
Other, net.................... (6) (3,013) (1,955) -- --
-------- ------- -------- ------- --------
Net cash provided by
financing activities... 8,806 (619) 19,818 14,199 70,925
-------- ------- -------- ------- --------
Net increase (decrease) in cash
and cash equivalents......... 1,996 5,888 (4,121) 2,974 228
Cash and cash equivalents,
beginning of year............ 1,056 3,052 8,940 8,940 4,819
-------- ------- -------- ------- --------
Cash and cash equivalents, end
of year...................... $ 3,052 $ 8,940 $ 4,819 $11,914 $ 5,047
======== ======= ======== ======= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-12
<PAGE>

IDEA INTEGRATION CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(in thousands, except per share data)

<TABLE>
<CAPTION>
Six Months
Years Ended December 31, Ended
------------------------- -----------
June 30,
1997 1998 1999 2000
------- -------- -------- -----------
(unaudited)
<S> <C> <C> <C> <C>
Stockholder's net investment:
Balance--beginning of year............... $39,916 $ 54,131 $179,764 $216,180
Net income............................... 5,403 9,631 14,643 2,161
Capital contributed by MPS............... 8,812 116,002 21,773 40,925
------- -------- -------- --------
Balance--end of year..................... $54,131 $179,764 $216,180 $259,266
------- -------- -------- --------
Common stock, par value $.01 per share
150,000,000 shares authorized,
43,000,000 shares issued and
outstanding (Note 1)................... 430 430 430 430
------- -------- -------- --------
Stockholder's equity.................... $54,561 $180,194 $216,610 $259,696
======= ======== ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-13
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data)

1.FORMATION AND OPERATIONS

Idea provides e-business solutions for its clients in the following practice
areas:

. e-Application Development

. Enterprise Application Integration (EAI)

. e-Business Strategy

. Creative Design

. Business Intelligence

. Enterprise Software Solutions

. Business-to-Business Solutions

. CRM (Customer Relationship Management) Solutions

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements reflect the financial position,
results of operations, changes in stockholder's equity and cash flows of the
businesses which will be transferred to Idea from MPS in the Reorganization
(the "Company Businesses") as if Idea were a separate entity for all periods
presented. The consolidated financial statements have been prepared using the
historical basis in the assets and liabilities and historical results of
operations related to the Company Businesses using certain allocated assets,
liabilities, and expenses which were not historically recorded at the level of,
but are primarily associated with, such businesses. Changes in stockholder's
equity represent the net income of Idea plus net cash transfers to or from
Modis and the fair value of any common stock issued by MPS in connection with
the acquisition of businesses contributed to Idea. Additionally, the
consolidated financial statements include the allocation of certain expenses
relating to the Company Businesses that will be transferred to the Company from
MPS. Management believes these allocations are reasonable. All material
intercompany transactions and balances between the Company and its subsidiaries
have been eliminated. General corporate overhead related to MPS's corporate
headquarters where not specifically identified, has been allocated to the
Company based on the

F-14
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

ratio of the Company's revenue to MPS's revenue. Management believes these
allocations are reasonable. Additionally, income taxes are presented as if
calculated on a separate tax return basis.

All companies acquired were accounted for under the purchase method of
accounting. The accompanying consolidated financial statements reflect any
purchase accounting adjustments recorded, and include the results of operations
of the acquired companies from the date of acquisition.

Unaudited Interim Results

The interim consolidated financial statements as of June 30, 2000 and for
the six months ended June 30, 1999 and 2000, together with the financial data
and other information from those periods disclosed in these notes to the
consolidated financial statements, are unaudited. In the opinion of management,
the interim consolidated financial statements have been prepared on the same
basis as the audited consolidated financial statements and reflect all
adjustments, consisting only of normal recurring adjustments, necessary for the
fair presentation of the results of interim periods. The results of operations
for the interim periods are not necessarily indicative of the results to be
expected for any future periods.

Revenue Recognition

The Company derives substantially all of its revenue from professional
services. Substantially all of the Company's services are provided on a time
and materials basis. In addition, the Company occasionally provides services on
a fixed-fee basis. The total portion of combined net revenue derived from fixed
fee engagements is not significant. For time and materials engagements, the
Company recognizes revenue as services are performed. For fixed fee
engagements, revenue is recognized under the percentage-of-completion method of
accounting, based on the ratio of costs incurred to total estimated costs. We
recognize revenue from royalties and sales of packaged software and
infrastructure when the final sale is made and there is no longer any
obligation to provide further services related to the sale.

Fixed Assets

Furniture, equipment, and leasehold improvements are recorded at cost less
accumulated depreciation. Depreciation of furniture and equipment is computed
using the straight-line method over the estimated useful lives of the related
assets, ranging from three to 15 years. Amortization of leasehold improvements
is computed using the straight-line method over the useful life of the related
asset or the term of the lease, whichever is shorter. Total depreciation and
amortization on furniture, equipment and leasehold improvements was $369,
$1,053 and $1,120, for 1997, 1998 and 1999, respectively. Accumulated
depreciation of furniture, equipment, and leasehold improvements as of December
31, 1998 and 1999 was $1,575 and $2,695, respectively.

Intangible Assets

Intangible assets primarily consist of goodwill associated with the
acquisition of businesses. The Company has allocated the purchase price of
acquired companies according to the fair value of the assets acquired. Goodwill
represents the excess of the cost over the fair value of the assets acquired
through these acquisitions, including any contingent consideration considered
probable to be paid (as discussed in Note 3 to the Consolidated Financial
Statements), and is being amortized on a straight-line basis over periods
ranging from 30 to 40 years with an average life of approximately 38 years.
Management periodically reviews the potential impairment of goodwill on an
undiscounted cash flow basis to assess recoverability. If the estimated future
cash flows are projected to be less than the carrying amount, an impairment
write-down (representing the carrying amount of the goodwill that exceeds the
undiscounted expected future cash flows) would be recorded as an

F-15
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

expense in the period the impairment is determined. Accumulated amortization
was $5,264 and $10,199 as of December 31, 1998 and 1999, respectively.

<TABLE>
<CAPTION>
December 31, June 30,
------------------ --------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Beginning balance of goodwill, net........... $ 47,840 $159,663 $197,474
-------- -------- --------
Goodwill recorded for companies purchased in
current year.............................. 112,789 39,069 65,981
Goodwill accrued, but not paid, for
determinable earn-outs.................... 2,674 3,677 12,000
Amortization................................ (3,640) (4,935) (3,464)
-------- -------- --------
Net increase in goodwill................... 111,823 37,811 74,517
-------- -------- --------
Ending balance of goodwill, net.............. $159,663 $197,474 $271,991
======== ======== ========
</TABLE>

Income Taxes

The Company and its subsidiaries are included in the consolidated federal
income tax return of MPS. Income taxes for the Company have been calculated as
if it had filed a separate consolidated return with its subsidiaries.

The provision for income taxes is based on income before taxes as reported
in the accompanying consolidated statements of operations. Deferred tax assets
and liabilities are recognized 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 differences between the financial statement carrying amounts and the tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. An assessment is made as to
whether or not a valuation allowance is required to offset deferred tax assets.
This assessment includes anticipating future income.

Net income per share

On December 21, 1999, Idea issued 100 shares of common stock to MPS. In
August 2000, Idea will effect a stock split resulting in 43 million shares
outstanding. Basic and diluted earnings per share have been calculated by
dividing net income for each period presented by 43 million shares.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Although management believes these estimates and assumptions
are adequate, actual results may differ from the estimates and assumptions
used.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and for Hedging Activities." SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
be recorded on the balance sheet as either an asset or liability measured at
fair value. SFAS No. 133 requires that changes in a derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. In June 1999, the FASB issued SFAS No. 137, an amendment to SFAS No. 133,

F-16
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

deferring the effective date of SFAS No. 133. SFAS No. 133 is effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000, and cannot
be applied retroactively. The Company does not participate in hedging activity,
and therefore does not anticipate the adoption of SFAS No. 133 to have a
material effect on the Company's consolidated financial position, results of
operations or cash flows.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB
101"), "Revenue Recognition," which outlines the basic criteria that must be
met to recognize revenue and provides guidance for presentation of revenue and
for disclosure related to revenue recognition policies in financial statements
filed with the SEC. The adoption of SAB 101 did not have a material impact on
the Company's consolidated financial position, results of operations or cash
flows.

. the definition of employee for purposes of applying APB Opinion 25, which
deals with stock compensation issues;

. the criteria for determining whether a plan qualifies as a
noncompensatory plan;

. the accounting consequence of various modifications to the terms of a
previously fixed stock option or award; and

. the accounting for an exchange of stock compensation awards in a business
combination.

This interpretation is effective July 1, 2000, but certain conclusions in
this interpretation cover specific events that occur after either December 15,
1998, or January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effects of applying this
interpretation are recognized on a prospective basis from July 1, 2000. The
adoption of FIN 44 did not have a material impact on the Company's consolidated
financial statements, results of operations, or cash flows.

3.ACQUISITIONS

For the Year Ended December 31, 1997

On March 29, 1997, Custom Software Solutions, Inc., a Michigan-based e-
business solutions company, was acquired for $3,300 in cash and a $500 note
payable to the former shareholders. The acquisition was accounted for under the
purchase method of accounting.

On September 30, 1997, Realtime Consulting Incorporated, a California-based
e-business solutions company, was acquired for $6,125 in cash and a $1,000 note
payable to the former shareholders. The acquisition was accounted for under the
purchase method of accounting.

For the Year Ended December 31, 1998

On March 30, 1998, Actium Technologies, Inc. and Actium Corp. (together
"Actium"), each a Pennsylvania-based e-business solutions company, along with
Actium Tools ("Tools"), a wholesale computer hardware business were acquired
for 4,598,698 shares of MPS common stock worth $130,000. In connection with the
formation of Idea, Modis will retain the Tools businesses, and contribute the
Actium businesses to Idea. The Company has been allocated approximately
$112,318 of the purchase price related to the contribution of Actium to Idea.
The allocation of the purchase price is based on the same pricing convention
the Company used to price similar acquisitions, generally a multiple of EBIT,
which management believes is a reasonable methodology. The acquisition was
accounted for under the purchase method of accounting.

F-17
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

On August 31, 1998, Consulting Partners, Inc., a Texas-based technology
company consisting of an e-business solutions division and a computer
consulting division, was acquired for 874,815 shares of common stock worth
approximately $10,935. In connection with the formation of Idea, Modis will
retain the computer consulting division and contribute the e-business solutions
division to Idea. The Company has allocated approximately $1,290 of the
purchase price related to the contribution of the e-business solutions
operations. The allocation of the purchase price is based on the same pricing
convention the Company used to price similar acquisitions, generally a multiple
of EBIT, which management believes is a reasonable methodology. The acquisition
was accounted for under the purchase method of accounting.

For the Year Ended December 31, 1999

On April 30, 1999, Intelligent Solutions (Midlands), Ltd., a UK-based e-
business solutions company, was acquired for $4,934 in cash and a $527 note
payable to the former shareholders. In addition, the sellers are entitled to
future contingent consideration based on the year to year increase in EBIT
through fiscal 2002. In June 2000, the sellers entered into an agreement with
the Company whereby all future earnouts were fixed at approximately $7,000
(unaudited). This obligation is payable August 2000 and is included in the
balance sheet line item "Accounts payable and accrued expenses" as of June 30,
2000 (unaudited). The acquisition was accounted for under the purchase method
of accounting.

On April 30, 1999, Zeal, Inc., an Illinois based e-business solutions
company, was acquired for $7,850 in cash and a $900 note payable to the former
shareholders. The acquisition was accounted for under the purchase method of
accounting.

On July 1, 1999, UTEK, Inc., an Illinois-based technology company consisting
of an e-business solutions division, and a computer consulting division was
acquired for $23,540 in cash and a $3,000 note payable to the former
shareholder. In connection with the formation of Idea, Modis will retain the
computer consulting division and contribute the e-business solutions division
to Idea. The Company has been allocated approximately $10,260 in purchase price
related to the contribution of the e-business solutions operations to Idea. The
allocation of the purchase price is based on the same pricing convention the
Company used to price similar acquisitions, generally a multiple of EBIT, which
management believes is a reasonable methodology. The acquisition was accounted
for under the purchase method of accounting.

For the Six Months Ended June 30, 2000 (unaudited)

On January 31, 2000, T1 Design, Inc., a Texas-based e-business solutions
company, was acquired for $30,600 in cash and a $3,400 note payable to the
former shareholders. The acquisition was accounted for under the purchase
method of accounting.

F-18
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

On January 31, 2000, Red Eye Digital Media, LLC, a California-based
e-business solutions company, was acquired for $7,600 in cash and a $900 note
payable to the former shareholders. In addition, the sellers are entitled to
contingent consideration estimated at $5,000. This amount is included in the
balance sheet line item "Accounts payable and accrued expenses" as of June 30,
2000. The acquisition was accounted for under the purchase method of
accounting.

The following unaudited results of operations have been prepared assuming
all acquisitions consummated on or before June 30, 2000 had occurred as of the
beginning of the periods presented. These results are not necessarily
indicative of results of future operations nor of results that would have
occurred had the acquisitions been consummated as of the beginning of the
periods presented.

<TABLE>
<CAPTION>
Years Ended December 31, Six Months Ended
----------------------------------- June 30,
1997 1998 1999 2000
----------- ----------- ----------- ----------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Revenue.................... $117,211 $157,445 $207,140 $115,871
Net income................. $ 7,480 $ 9,397 $ 14,864 $ 2,257
</TABLE>

4.NOTES PAYABLE

Notes payable at December 31, 1999 consisted of the following:

<TABLE>
<CAPTION>
December 31,
1999
------------
<S> <C>
Note payable to the former shareholders of Intelligent Solutions
(Midlands), Ltd., including interest at 4.7% compounded
annually, due April 30, 2001................................... $ 527
Note payable to the former shareholders of Zeal, Inc., including
interest at 4.7% compounded annually, due November 4, 2000..... 900
Note payable to the former shareholder of UTEK, Inc., including
interest at 4.9% compounded annually, due January 31, 2001..... 1,160
Note payable to the former shareholders of Open Management
Software, Inc., including interest at 4.9% compounded annually,
due December 31, 2000.......................................... 1,750
Note payable to the former shareholders of The Forsythe
Technology Group, Inc., including interest at 5.5% compounded
annually, due May 31, 2001..................................... 575
------
4,912
Current portion of notes payable................................. 2,650
------
Long-term portion of notes payable............................... $2,262
======
</TABLE>

There were no notes payable outstanding as of December 31, 1998. The Company
assumed $7,300 (unaudited) of notes payable issued by MPS, due to the former
shareholders of the companies which were acquired by MPS subsequent to December
31, 1999.

F-19
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

The acquisition notes above were issued by MPS on behalf of Idea and will be
assumed by Idea when the assets and liabilities of the businesses and
operations to be transferred to Idea are complete.

During the six month period ended June 30, 2000, Idea accrued outstanding
indebtedness as a result of a note payable to MPS for a portion of Idea's
funding needs. As of June 30, 2000, the balance of this outstanding
indebtedness was $30,000. The note accrues interest at the borrowing rate on
MPS's credit facility, which during the six months ended June 30, 2000 averaged
7.2%.

5.TRANSACTIONS WITH MPS

MPS allocates its corporate overhead to its operating divisions based on
revenue of the divisions, which management believes is a reasonable method.
This allocation includes costs associated with services MPS provides to its
divisions such as mergers and acquisitions, legal, tax, accounting, risk and
cash management. The overhead allocation from MPS is included in the general
and administrative expenses of Idea and totaled approximately $460, $830 and
$2,300 for the years ended December 31, 1997, 1998 and 1999, respectively. The
overhead allocation for the six months ended June 30, 1999 and 2000 was
approximately $1,110 and $2,690, respectively. Following completion of Idea's
initial public offering, MPS will cease making a general allocation of its
overhead to Idea and allocate only those expenses related to actual services
provided in accordance with defined shared services agreements.

Certain employees of the Company have been granted options to purchase MPS
stock under an MPS stock option plan. 2,273,475 and 2,404,850 such options were
granted to Company employees in 1998 and 1999, respectively, with exercise
prices equal to the market price of the MPS stock at the date of grant. No
compensation expense was recognized on these pursuant to APB Opinion 25,
"Accounting for Stock Issued to Employees." If the Company had recognized
compensation expense based on the grant date fair value of those options as
prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation", pro
forma net income for the years ended December 31, 1998 and 1999 would have been
$6,497 and $8,494, respectively. The weighted average fair value of each 1998
and 1999 MPS option granted of $5.20 and $5.29, respectively, was estimated
using the Black-Scholes option pricing model and certain assumptions relevant
to those MPS options and the underlying MPS common stock.

6.INCOME TAXES

The provision (benefit) for income taxes consisted of the following:

<TABLE>
<CAPTION>
Years Ended December
31,
----------------------
1997 1998 1999
------ ------ -------
<S> <C> <C> <C>
Current:
Federal................................................. $3,321 $7,640 $ 9,262
State................................................... 341 776 966
Foreign................................................. -- -- 396
------ ------ -------
3,662 8,416 10,624
------ ------ -------
Deferred:
Federal................................................. 204 (350) 1,013
State................................................... 18 (30) 91
Foreign................................................. -- -- 52
------ ------ -------
222 (380) 1,156
------ ------ -------
$3,884 $8,036 $11,780
====== ====== =======
</TABLE>

F-20
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

The difference between the actual income tax provision and the tax provision
computed by applying the statutory federal income tax rate to income before
provision for income taxes is attributable to the following:

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------
1997 1998 1999
----------------- ----------------- ------------------
Amount Percentage Amount Percentage Amount Percentage
------ ---------- ------ ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Tax computed using the
federal statutory
rate.................. $3,251 35.0% $6,184 35.0% $ 9,248 35.0%
State income taxes, net
of federal income tax
effect................ 359 3.9 746 4.2 1,057 4.0
Non-deductible
goodwill.............. 237 2.5 1,015 5.8 1,301 4.9
Other permanent
differences........... 37 0.4 91 0.5 174 0.7
------ ---- ------ ---- ------- ----
$3,884 41.8% $8,036 45.5% $11,780 44.6%
====== ==== ====== ==== ======= ====
</TABLE>

The components of the deferred tax assets and liabilities recorded in the
accompanying consolidated balance sheets are as follows:

<TABLE>
<CAPTION>
December 31,
---------------
1998 1999
------- ------
<S> <C> <C>
Gross deferred tax assets:
Allowance for doubtful accounts receivable.................... $ 1,300 $1,900
Other......................................................... 1,206 163
------- ------
Total gross deferred tax assets.............................. 2,506 2,063
------- ------
Gross deferred tax liabilities:
Amortization of goodwill...................................... (640) (1,157)
Cash to accrual............................................... (1,206) (804)
Other......................................................... -- (10)
------- ------
Total gross deferred tax liabilities......................... (1,846) (1,971)
------- ------
Net deferred tax asset....................................... $ 660 $ 92
======= ======
</TABLE>

Management has determined, based on the history of prior taxable earnings
and its expectations for the future, taxable income will more likely than not
be sufficient to fully realize deferred tax assets and, accordingly, has not
reduced deferred tax assets by a valuation allowance.

7.COMMITMENTS AND CONTINGENCIES

Leases

The Company leases office space under various noncancelable operating
leases. The following is a schedule of future minimum lease payments with terms
in excess of one year:

<TABLE>
<CAPTION>
Fiscal Year
-----------
<S> <C>
2000............................................................... $ 4,700
2001............................................................... 4,400
2002............................................................... 3,600
2003............................................................... 3,400
2004............................................................... 3,000
Thereafter......................................................... 3,600
-------
$22,700
=======
</TABLE>

Total rent expense for fiscal 1997, 1998 and 1999 was $910, $1,795, and
$2,460, respectively.

F-21
<PAGE>

IDEA INTEGRATION HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

Litigation

The Company is a party to a number of lawsuits and claims arising out of the
ordinary conduct of its business. In the opinion of management, based on the
advice of in-house and external legal counsel, the lawsuits and claims pending
are not likely to have a material adverse effect on the Company, its financial
position, its results of operations, or its cash flows.

8.SUPPLEMENTAL CASH FLOW INFORMATION

The Company historically has funded its operations and capital expenditures
and a portion of the purchases of businesses through cash flows from
operations. Any additional funding needs (primarily for the purchase of
businesses) were provided by MPS. All companies purchased were acquired through
a combination of cash, notes payable to the selling shareholder(s) and the
issuance of MPS common stock. Through December 31, 1999, in pushing down the
effects of these acquisitions to Idea, MPS treated the fair value associated
with the consideration given as contributed capital. Beginning on January 1,
2000, Idea issued notes payable for a portion of the funding provided by MPS. A
summary of the transactions is as follows:

<TABLE>
<CAPTION>
Six Months
Years Ended Ended
-------------------------------------- -----------
December 31, December 31, December 31, June 30,
1997 1998 1999 2000
------------ ------------ ------------ -----------
(unaudited)
<S> <C> <C> <C> <C>
MPS funding provided to
Idea:
Cash....................... $8,812 $ 2,394 $21,773 $70,925
Fair value of stock
issued................... -- 113,608 -- --
------ -------- ------- -------
Total................... $8,812 $116,002 $21,773 $70,925
====== ======== ======= =======
Capitalization of Idea:
Capital contributions by
MPS...................... $8,812 $116,002 $21,773 $40,925
Notes issued to MPS........ -- -- -- 30,000
------ -------- ------- -------
Total................... $8,812 $116,002 $21,773 $70,925
====== ======== ======= =======
</TABLE>

In addition, the following summarizes the cash paid, liabilities assumed,
and assets acquired for the years ended December 31, 1997, 1998, 1999 and the
six months ended June 30, 2000:

<TABLE>
<CAPTION>
Six Months
Years Ended Ended
-------------------------------------- -----------
December 31, December 31, December 31, June 30,
1997 1998 1999 2000
------------ ------------ ------------ -----------
(unaudited)
<S> <C> <C> <C> <C>
Purchase consideration:
Cash paid, including
contingent consideration,
if any................... $ 9,906 $ 6,501 $39,722 $67,979
Fair value of notes issued
to former
shareholder(s)........... 1,500 -- 4,911 7,300
Fair value of MPS common
stock issued (a)......... -- 113,608 -- --
Liabilities assumed........ (1,352) (3,731) (3,534) (2,445)
------- -------- ------- -------
Fair value of assets
acquired (including
intangible assets)....... $10,054 $116,378 $41,099 $72,834
======= ======== ======= =======
</TABLE>

F-22
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

9.NET INCOME PER COMMON SHARE

The calculation of basic net income per common share and diluted net income
per common share from operations is presented below:

<TABLE>
<CAPTION>
Six Months
Years Ended December Ended
31, June 30,
--------------------- -------------
1997 1998 1999 1999 2000
------ ------ ------- ------ ------
(unaudited)
<S> <C> <C> <C> <C> <C>
Basic net income per common share
computation:
Net income available to common
shareholders........................... $5,403 $9,631 $14,643 $7,239 $2,161
------ ------ ------- ------ ------
Average common shares outstanding........ 43,000 43,000 43,000 43,000 43,000
====== ====== ======= ====== ======
Basic net income per common share........ $ 0.13 $ 0.22 $ 0.34 $ 0.17 $ 0.05
====== ====== ======= ====== ======
Diluted net income per common share
computation:
Net income available to common
shareholders........................... $5,403 $9,631 $14,643 $7,239 $2,161
------ ------ ------- ------ ------
Average common shares outstanding.......
Incremental shares from assumed
conversions:
Stock options.......................... -- -- -- -- --
------ ------ ------- ------ ------
Diluted average common shares
outstanding............................. 43,000 43,000 43,000 43,000 43,000
====== ====== ======= ====== ======
Diluted net income per common share....... $ 0.13 $ 0.22 $ 0.34 $ 0.17 $ 0.05
====== ====== ======= ====== ======
</TABLE>

10.FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has determined, based on available market information and
appropriate valuation methodologies, that the fair value of its financial
instruments approximates carrying value. The carrying amount of notes payable
approximates fair value due to the short maturity of these instruments.

11.SEGMENT REPORTING

The Company operates in one reportable segment and its foreign-based
revenues and assets represented less than five percent of the Company's
consolidated revenue and assets.

12.CREDIT RISK

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and accounts receivable. The Company
places its cash with what it believes to be high credit quality institutions.
At times such investments may be in excess of the FDIC insurance limit. The
Company routinely assesses the financial strength of its customers and, as a
consequence, believes that its accounts receivable credit risk exposure is
limited.

13.SUBSEQUENT EVENTS

On August , 2000, the Company filed a registration statement with the SEC
on Form S-1 covering the sale of up to million shares to the public (
million shares assuming the underwriters' over-allotment option is exercised).
Proceeds from the sale will be used to repay amounts due to MPS and for general
working capital needs of the Company. In connection with this offering, Idea,
MPS, and Modis intend to enter into a series of agreements, including a
Services Agreement, a Tax Disaffiliation Agreement, a Strategic Marketing and
Referral Agreement, a Real Estate Matters Agreement, and an Employee Benefits
Agreement, governing certain aspects of the relationship among Idea, MPS, and
Modis subsequent to the offering.

F-23
<PAGE>

IDEA INTEGRATION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(in thousands, except per share data)

14.COMPREHENSIVE INCOME

The effects of foreign currency translation adjustments are not material to
the Company. Other components of comprehensive income as defined in SFAS No.
130, "Reporting Comprehensive Income," are not applicable to the Company.

F-24
<PAGE>

REALTIME CONSULTING, INC.

Report on Financial Statements

As of September 30, 1997 and for the Six Months Then Ended

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants....................... F-26

Balance Sheet as of September 30, 1997................................... F-27

Statement of Operations and Retained Earnings for the Six Months Ended
September 30, 1997..................................................... F-28

Statement of Cash Flows for the Six Months Ended September 30, 1997...... F-29

Notes to Financial Statements............................................ F-30

</TABLE>

F-25
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheet and the related statement of
operations and retained earnings and of cash flows present fairly, in all
material respects, the financial position of Realtime Consulting, Inc. at
September 30, 1997, and the results of its operations and its cash flows for
the six months 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 audit. We conducted our
audit of these 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 audit provides a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP

Jacksonville, Florida
January 8, 2000

F-26
<PAGE>

REALTIME CONSULTING, INC.
Balance Sheet

<TABLE>
<CAPTION>
September 30,
1997
-------------
<S> <C>
ASSETS
Current assets:
Accounts receivable............................................. $1,160,068
Prepaid compensation (Note 5)................................... 107,143
Prepaid expenses................................................ 26,961
----------
Total current assets........................................... 1,294,172
Furniture, equipment and leasehold improvements, net............. 60,522
Prepaid compensation--long-term (Note 5)......................... 80,357
Other assets..................................................... 4,500
----------
Total assets................................................... $1,439,551
==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft.................................................. $ 45,273
Accounts payable................................................ 343,935
Accrued expenses................................................ 567,605
----------
Total current liabilities...................................... 956,813
----------

Commitments and contingencies (Note 6)

Stockholders' equity:
Common stock, no par value; 1,500 shares authorized;
1,000 shares issued and outstanding........................... 5,000
Retained earnings............................................... 477,738
----------
Total stockholders' equity..................................... 482,738
----------
Total liabilities and stockholders' equity..................... $1,439,551
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-27
<PAGE>

REALTIME CONSULTING, INC.
Statement of Operations and Retained Earnings

<TABLE>
<CAPTION>
For the
Six Months
Ended
September 30,
1997
-------------
<S> <C>
Revenues.......................................................... $3,275,050
Cost of revenues.................................................. 2,112,615
----------
Gross profit..................................................... 1,162,435
----------
General and administrative expenses............................... 1,200,031
----------
Loss from operations.............................................. (37,596)
Interest income................................................... 3,389
----------
Net loss.......................................................... (34,207)
Retained earnings, beginning of period............................ 707,154
Dividend distributions............................................ (195,209)
----------
Retained earnings, end of period.................................. $ 477,738
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-28
<PAGE>

REALTIME CONSULTING, INC.
Statement of Cash Flows

<TABLE>
<CAPTION>
For the
Six Months Ended
September 30, 1997
------------------
<S> <C>
Cash flows from operating activities:
Net loss................................................... $ (34,207)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation.............................................. 9,035
Changes in operating assets and liabilities:
Accounts receivable...................................... (561,707)
Prepaids................................................. (214,461)
Accounts payable......................................... 199,839
Accrued expenses......................................... 450,269
---------
Net cash used in operating activities.................. (151,232)
---------
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold
improvements............................................. (21,266)
---------
Cash flows from financing activities:
Distribution of dividends.................................. (195,209)
Cash overdraft............................................. 45,273
---------
Net cash used in financing activities.................. (149,936)
---------
Net decrease in cash and cash equivalents................... (322,434)
Cash and cash equivalents, beginning of period.............. 322,434
---------
Cash and cash equivalents, end of period.................... $ --
=========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-29
<PAGE>

REALTIME CONSULTING, INC.

NOTES TO FINANCIAL STATEMENTS
September 30, 1997

1.Background

Realtime Consulting, Inc. (the "Company") is a provider of information
technology consulting services. The Company provides enterprise application
integration services to users of enterprise software, system administration,
programming services, and end user training. The Company was sold, effective
September 30, 1997, to Modis Professional Services, Inc. ("MPS").

2.Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the historical position of the Company
prior to the sale to MPS.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Furniture, Equipment and Leasehold Improvements

Furniture, equipment, and leasehold improvements are recorded at cost less
accumulated depreciation and amortization using the straight-line method over
their estimated useful lives ranging from 3 to 7 years.

Income Taxes

The Company elected to be treated as an S Corporation for federal income tax
purposes. The Company's federal income tax liability and certain state income
tax liabilities were passed through to the individual shareholders and,
accordingly, no provision for income taxes was recorded in the accompanying
financial statements.

Revenue Recognition

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

3.Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements consisted of the following
at September 30, 1997:

<TABLE>
<S> <C>
Furniture and fixtures.......................................... $ 24,361
Computer equipment.............................................. 57,042
--------
81,403
--------
Less accumulated depreciation................................... (20,881)
--------
Net furniture, equipment and leasehold improvements............. $ 60,522
========
</TABLE>

F-30
<PAGE>

REALTIME CONSULTING, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
September 30, 1997

4.Accrued Expenses

Accrued expenses consisted of the following at September 30, 1997:

<TABLE>
<S> <C>
Accrued bonuses.................................................. $375,000
Accrued payroll.................................................. 99,147
Deferred compensation............................................ 67,000
Accrued vacation................................................. 15,790
Other............................................................ 10,668
--------
$567,605
========
</TABLE>

5.Employee Benefit Plans

Effective June 1, 1997, the Company initiated a Phantom Stock Option Plan
(the "Plan") to attract, retain and motivate key employees. Participation in
the Plan was based solely on the discretion of the Company's Board of
Directors. Under the Plan, selected participants could be awarded Performance
Appreciation Rights ("PARs"). A PAR was based on grants to a "Hypothetical
Capitalization" as defined in the Plan and represented an unfunded liability of
the Company to the extent that PAR value was greater than zero. PAR's did not
represent any equity or ownership interest in the Company. Rights to PARs
became vested and exercisable in twenty-five percent annual installments
commencing on the first anniversary date of the grant. In the event of a change
of control in ownership, all rights under the Plan vested immediately.

As part of an amended personal service contract dated June 2, 1997, an
employee was granted 10,000 shares under the Plan. In recognition of the
pending sale of the Company to MPS, a second amendment to the employee's
contract fixed the value of the PARs granted at $375,000 and made payment
thereof immediate, subject to the participant remaining an employee of the new
company through June 30, 1999. Under this agreement, the employee agreed to
refund a pro-rata share of $187,500 of the negotiated PAR settlement amount if
the employee voluntarily terminated their employment prior to June 30, 1999.

Effective November 1, 1998, the employee voluntarily terminated employment.
Pursuant to the second amendment of their personal service contract, the
employee refunded $115,000 of their PAR settlement to MPS.

6.Concentration of Credit Risk

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and trade accounts receivable. The
Company places its cash with what management believes to be high credit quality
institutions. At times such investments may be in excess of the FDIC insurance
limit. The Company routinely assesses the financial strength of its customers
and, as a consequence, believes that its trade accounts receivable credit risk
exposure is limited.

7.Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial instruments including
cash, accounts receivable, accounts payable and other accrued liabilities
approximate fair value due to their short maturities.

F-31
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Actium Technologies, Inc.:

We have audited the accompanying balance sheets of Actium Technologies, Inc.
(a Pennsylvania corporation) as of December 31, 1997 and March 31, 1998, and
the related statements of operations, shareholders' equity and cash flows for
the year ended December 31, 1997 and the three months ended March 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Actium Technologies, Inc.
as of December 31, 1997 and March 31, 1998, and the results of its operations
and its cash flows for the year ended December 31, 1997 and the three months
ended March 31, 1998, in conformity with generally accepted accounting
principles.

/s/ Arthur Andersen LLP

Philadelphia, Pa.,
January 30, 2000

F-32
<PAGE>

ACTIUM TECHNOLOGIES, INC.

Balance Sheets

<TABLE>
<CAPTION>
December 31, March 31,
1997 1998
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 3,986,434 $ 2,786,344
Accounts receivable, net of allowances of $640,235
and $664,812...................................... 5,900,371 6,386,699
Prepaid expenses and other.......................... 279,591 234,274
----------- -----------
Total current assets............................... 10,166,396 9,407,317
----------- -----------
Property and equipment:
Office equipment.................................... 1,030,269 1,043,271
Computer equipment.................................. 2,770,945 2,926,775
Leasehold improvements.............................. 534,859 544,524
----------- -----------
4,336,073 4,514,570
Less--Accumulated depreciation and amortization...... (2,322,167) (2,541,940)
----------- -----------
Net property and equipment......................... 2,013,906 1,972,630
----------- -----------
Other................................................ 25,241 25,241
----------- -----------
$12,205,543 $11,405,188
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 426,023 $ 395,464
Deferred revenues................................... 599,831 406,860
Accrued compensation and benefits................... 823,236 1,671,999
Other accrued liabilities........................... 467,155 750,404
Due to affiliate.................................... 3,699,000 3,662,347
----------- -----------
Total current liabilities.......................... 6,015,245 6,887,074
----------- -----------
Deferred rent........................................ 9,553 11,708
----------- -----------
Commitments and contingencies (Note 8):
Shareholders' equity:
Common stock $.001 par value, 70,000,000 shares
authorized; 30,000,000 shares issued and
outstanding....................................... 30,000 30,000
Retained earnings................................... 6,150,745 4,476,406
----------- -----------
Total shareholders' equity......................... 6,180,745 4,506,406
----------- -----------
$12,205,543 $11,405,188
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-33
<PAGE>

ACTIUM TECHNOLOGIES, INC.
Statements of Operations

<TABLE>
<CAPTION>
Three
Months
Year Ended Ended
December 31, March 31,
1997 1998
------------ -----------
<S> <C> <C>
Revenues:
Service.............................................. $36,240,065 $10,384,957
----------- -----------
Costs and expenses:
Service.............................................. 19,830,804 5,753,111
Sales and marketing.................................. 3,015,946 894,240
General and administrative........................... 7,224,423 2,436,955
----------- -----------
Total costs and expenses............................ 30,071,173 9,084,306
----------- -----------
Income from operations.............................. 6,168,892 1,300,651
Interest income, net.................................. 217,290 68,955
----------- -----------
Income before taxes................................. 6,386,182 1,369,606
Income tax expense.................................... 141,661 44,871
----------- -----------
Net income............................................ $ 6,244,521 $ 1,324,735
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-34
<PAGE>

ACTIUM TECHNOLOGIES, INC.
Statements of Shareholders' Equity

<TABLE>
<CAPTION>
Common Stock
------------------ Retained
Shares Amount Earnings Total
---------- ------- ----------- -----------
<S> <C> <C> <C> <C>
Balance December 31, 1996.......... 30,000,000 $30,000 $ 3,570,366 $ 3,600,366
Distributions to shareholders..... -- -- (3,664,142) (3,664,142)
Net income........................ -- -- 6,244,521 6,244,521
---------- ------- ----------- -----------
Balance December 31, 1997.......... 30,000,000 30,000 6,150,745 6,180,745
Distributions to shareholders..... -- -- (2,999,074) (2,999,074)
Net income........................ -- -- 1,324,735 1,324,735
---------- ------- ----------- -----------
Balance March 31, 1998............. 30,000,000 $30,000 $ 4,476,406 $ 4,506,406
========== ======= =========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-35
<PAGE>

ACTIUM TECHNOLOGIES, INC.
Statements of Cash Flows

<TABLE>
<CAPTION>
Three
Twelve Months
Months Ended Ended
December 31, March 31,
1997 1998
------------ -----------
<S> <C> <C>
Operating activities:
Net income.......................................... $ 6,244,521 $ 1,324,735
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 800,141 219,773
Changes in assets and liabilities--
(Increase) decrease in--
Accounts receivable............................. 668,925 (486,328)
Prepaid expenses and other...................... (72,186) 45,317
Increase (decrease) in--
Bank overdrafts................................. (583,187) --
Account payable................................. 124,550 (30,559)
Deferred revenues............................... 175,068 (192,971)
Other current liabilities....................... (127,902) 283,249
Accrued compensation and benefits............... 264,302 848,763
Deferred rent................................... (13,634) 2,155
----------- -----------
Net cash provided by operating activities...... 7,480,598 2,014,134
----------- -----------
Investing activities:
Purchases of property and equipment................. (1,326,217) (178,497)
Advances from (to) affiliate, net................... 1,496,195 (36,653)
----------- -----------
Net cash (used in) provided by investing
activities................................... 169,978 (215,150)
----------- -----------
Financing activities:
Distributions to shareholders....................... (3,664,142) (2,999,074)
----------- -----------
Net cash used in financing activities.......... (3,664,142) (2,999,074)
----------- -----------
Net (decrease) increase in cash and cash
equivalents........................................ 3,986,434 (1,200,090)
Cash and cash equivalents, beginning of period....... -- 3,986,434
----------- -----------
Cash and cash equivalents, end of period............. $ 3,986,434 $ 2,786,344
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-36
<PAGE>

ACTIUM TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS
March 31, 1998
1.Organization

Nature of Business

Actium Technologies, Inc. (the "Company") is an information technology
professional services firm providing e-business consulting services. The
Company enables complete business solutions for its clients by implementing
client/server, Web and other leading technologies. The six practice areas of
expertise include business process analysis, internet/intranet solutions, data
warehousing, groupware, object-oriented development and technology
architecture. In addition, the Company has strategic partnerships with the
leading "best-in-class" technology providers.

Affiliate Company

Actium Tools, Inc. (the "affiliate") is a value-added reseller providing
hardware and software for today's open systems computing environment. The
Company and its affiliate are owned by the same shareholders.

2.Acquisition

In March 1998, the Company and its affiliate executed an agreement to be
acquired by Modis Professional Services (MPS). At such time all debt
arrangements were cancelled and the Company's employee benefit plans and equity
plans were converted into similar plans of MPS.

3.Summary of Significant Accounting Policies

Use of Estimates

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

Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents for the
purpose of determining cash flows.

Revenue Recognition and Customer Concentration

The Company generally recognizes service revenue on contracts as work is
performed based on hourly bill rates. Certain services are performed under
fixed price service contracts. Revenue from these contracts is recognized on
the percentage of completion method based on the percentage that incurred costs
to date bear to the estimated costs after giving effect to the most recent
estimates of total cost. Losses expected to be incurred on jobs in progress are
charged to expense as soon as such losses are known. Amounts recovered from
customers in excess of revenues recognized to date are classified as current
liabilities. Anticipated losses on uncompleted contracts, if any, are
recognized in full when determined. Education revenues are recognized when the
training is provided.

F-37
<PAGE>

ACTIUM TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
March 31, 1998
Service Costs

Service costs include all costs for delivery of consulting services and
education, including both project and non-project related expenses. Project
expenses include billable and nonbillable payroll and related expenses for
project personnel. Non-project related expenses include staff travel,
professional development and other business expenses, not associated with
project work. Education expenses include instructors' payroll and related
expenses, education materials, staff travel, professional development and other
business expenses.

Property and Equipment

Property and equipment are recorded at cost. Computer equipment is
depreciated over the useful life of three years and office equipment is
depreciated over the useful life of seven years. Leasehold improvements are
amortized over the shorter of the useful life of the related asset or the lease
term. Additions and improvements are capitalized while repairs and maintenance
are charged to expense.

For the year ended December 31, 1997 and the three months ended March 31,
1998 depreciation expense was $800,141, and $219,773 respectively.

Income Taxes

The Company has elected to be taxed pursuant to Subchapter S of the Internal
Revenue Code. As a result the Company does not pay Federal income taxes on
their taxable income. Instead, the shareholders are taxed directly on their
proportionate share of the Company's taxable income. The Company has also
elected S Corporation status in certain states. The Company does, however,
record a provision for state income taxes related to states that do not
recognize or partially recognize S Corporations. The Company periodically makes
distributions to the stockholders to fund their personal tax liabilities
resulting from the Company's taxable income.

Supplemental Cash Flow Information

For the year ended December 31, 1997 and the three months ended March 31,
1998, the Company paid interest of $19,506, and $634, respectively. For the
year ended December 31, 1997 and the three months ended March 31, 1998 the
Company paid income taxes of $182,363 and $86,742, respectively.

Fair Value of Financial Instruments

Financial instruments are defined as cash, evidence of an ownership interest
in an entity, or a contract that imposes an obligation to deliver cash or other
financial instruments to a second party. The carrying amounts of financial
instruments in the accompanying financial statements approximate their fair
value due to the short maturity of these instruments.

4.Line of Credit

During 1997, the Company modified its existing line of credit agreement with
a bank. The Company and its affiliate have available a $5,500,000 line of
credit which expires on June 30, 1999, with interest at the bank's prime rate
(8.5% at March 31, 1998) or a Libor rate (5.94% at March 31, 1998) plus a
margin based on the Company's ratio of indebtedness to tangible net worth. At
March 31, 1998 the margin was 1%. This line can be used by either the Company
or its affiliate for working capital purposes and to fund acquisitions.
Acquisition borrowings are limited to $4,000,000 of the line of credit. The
margin on acquisition borrowings is higher than the margin on working capital
borrowings. The line of credit is subject to certain financial and non-

F-38
<PAGE>

ACTIUM TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
March 31, 1998

financial covenants, as defined in the agreement, including, among others, a
covenant regarding the ratio of current assets to current liabilities. At
December 31, 1997 and March 31, 1998 there were no borrowings outstanding. The
line is secured by all corporate assets and common stock of the Company. The
highest outstanding borrowings under the line were $1,601,195 and $383,581 for
the year ended December 31, 1997 and for the three months ended March 31,
1998, respectively. For the year ended December 31, 1997 and for the three
month period ended March 31, 1998, interest expense on these borrowings was
$6,071 and $681, at weighted average interest rates of 9.3% and 9.5%,
respectively.

5.Employee Benefit Plan

The Company has a Section 401(k) Profit Sharing Plan (the "Plan"). The Plan
allows employees to contribute up to 15% of their annual compensation, subject
to statutory limitations. Company contributions to the Plan are discretionary.
The Company contributed approximately $224,000 and $100,201 to the Plan in
1997 and 1998, respectively.

6.Agreements with Shareholders

In February 1995, the Company repurchased the common stock of a shareholder
and entered into a two-year employment agreement with that individual. In
February 1995, the Company entered into employment agreements, which expire in
August 1998 with the two remaining shareholders.

7.Equity Plans

On January 1, 1996, the Board of Directors authorized the creation of a
stock option plan (the "Stock Option Plan"). The stock option plan allows
3,000,000 options to be granted. Options granted under the Stock Option Plan
are exercisable over a period not to exceed ten years. During 1996,
nonqualified options were granted with exercise prices equal to the estimated
current fair value of the underlying stock. In June 1997 the Board of
Directors authorized the creation of an incentive stock option plan (the "1997
Plan"). During 1997 qualified options were granted, under the 1997 Plan, with
an exercise price equal to the estimated current fair value of the underlying
stock. The options granted are exercisable at the earlier of a change in
control, as defined, a public offering or eight years after the date of grant.
Information relative to the 1997 Plan and the nonqualified stock options is as
follows:

<TABLE>
<CAPTION>
Weighted
Average
Exercise
Exercise Price Price Aggregate
Options (Per Share) (Per Share) Proceeds
--------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Balance as of December 31,
1996....................... 1,600,200 $ 0.36 $0.36 $ 576,072
Granted..................... 724,250 0.60 0.60 434,550
Exercised................... -- -- -- --
Terminated.................. (240,750) 0.60 0.60 (144,450)
--------- ---------- ----- ---------
Balance as of December
31,1997.................... 2,083,700 0.36-0.60 0.42 866,172
Granted..................... -- -- -- --
Exercised................... -- -- -- --
Terminated.................. -- -- -- --
--------- ---------- ----- ---------
Balance as of March 31,1998.. 2,083,700 $0.36-0.60 $0.42 $ 866,172
========= ========== ===== =========
</TABLE>

The weighted average remaining contractual life of all options outstanding
at March 31, 1998 is 8.3 years.

F-39
<PAGE>

ACTIUM TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
March 31, 1998

The following table summarizes information relating to the 1997 Plan and the
nonqualified stock options at March 31, 1998 based upon each exercise price.

<TABLE>
<CAPTION>
Weighted Average
Remaining
Exercise Prices Options Outstanding Contractual Life Options Exercisable
(Per Share) at March 31, 1998 (Years) at March 31, 1998
--------------- ------------------- ---------------- -------------------
<S> <C> <C> <C>
$0.36 1,600,200 8.00 --
$0.60 483,500 9.50 --
--------- ---- -----
2,083,700 -- --
========= ==== =====
</TABLE>

The Company adopted the disclosure requirement of SFAS No. 123, "Accounting
for Stock Based Compensation", effective for the Company's December 31, 1996
combined financial statements. The Company applies APB Opinion No. 25 and
related interpretations in accounting for its plans. Accordingly, compensation
cost has been computed for the Stock Option Plans based on the intrinsic value
of the stock option at the date of grant (i.e. the difference between the
exercise price and the fair value of the Company's stock). As the exercise
price of the stock options equaled the fair value of the Company's stock at the
date of option issuance, no compensation cost has been recorded in the
accompanying combined statements of operations. The adoption of SFAS No. 123
had no impact on the Company's 1997 statement of operations. Had compensation
cost for the Stock Option Plans been determined consistent with SFAS No. 123,
the Company's 1997 net income would have been reduced by the pro forma amount
of $40,877 from $6,244,521 to $6,203,644. In addition, the Company's income for
the three month period ended March 31, 1998 would have been referenced by the
pro forma amount of $10,219 from $1,324,735 to $1,314,516.

The weighted average fair value of options granted during 1997 at
Technologies was $.25.

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions used for
grants in 1997:

<TABLE>
<CAPTION>
1997
---------
<S> <C>
Risk-free interest rate......................................... 6.6%
Expected dividend yield......................................... 0.0%
Expected life................................................... 8.0 years
Expected volatility............................................. 0.0%
</TABLE>

8.Commitments and Contingencies

Leases

The Company leases its facilities under various operating leases that expire
in 2002. For the twelve months ended December 31, 1997 and three months ended
March 31, 1998, rent expense was $756,478 and $187,846, respectively. Minimum
future rental payments under the leases as of December 31, 1997 through the
expiration dates are as follows:

<TABLE>
<S> <C>
1998........................................................... $ 826,144
1999........................................................... 678,315
2000........................................................... 289,838
2001........................................................... 140,723
2002 and thereafter............................................ 19,025
----------
$1,954,045
==========
</TABLE>

F-40
<PAGE>

ACTIUM TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
March 31, 1998

Litigation

The Company is party to various claims arising in the ordinary course of
business. Although the ultimate outcome of these matters is presently not
determinable, management, after consultation with legal counsel, does not
believe that the resolution of these matters will have a material adverse
effect on the Company's financial position or results of operations.

9.Related Party Transactions

The Company advances to and receives money from its affiliate for various
purposes. As of March 31, 1998 the affiliate had advanced $3,662,347 to the
Company which was subsequently repaid.

F-41
<PAGE>

ZEAL, INC.

Report on Financial Statements

As of December 31, 1998 and for the Nine Months
Then Ended and as of April 30, 1999 and for the Four Months Then Ended

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants........................ F-43
Financial Statements:
Balance Sheets as of December 31, 1998 and April 30, 1999................ F-44
Statements of Operations for the Nine Months Ended December 31, 1998
and for the Four Months Ended April 30, 1999........................... F-45
Statements of Shareholders' Equity for the Nine Months Ended December 31,
1998
and for the Four Months Ended April 30, 1999........................... F-46
Statements of Cash Flows for the Nine Months Ended December 31, 1998
and for the Four Months Ended April 30, 1999........................... F-47
Notes to Financial Statements............................................. F-48
</TABLE>

F-42
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, shareholders' equity and cash flows present fairly, in all
material respects, the financial position of Zeal, Inc. as of December 31, 1998
and April 30, 1999 and the results of its operations and its cash flows for the
nine months ended December 31, 1998 and for the four months ended April 30,
1999 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 audit. We conducted our audits of these 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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
January 21, 2000

F-43
<PAGE>

ZEAL, INC.
Balance Sheets

<TABLE>
<CAPTION>
As of As of
December 31, April 30,
1998 1999
------------ ----------
<S> <C> <C>
ASSETS
Current assets:
Cash.................................................. $ 417,683 $ 660,405
Accounts receivable................................... 816,192 930,811
Prepaids and other.................................... 24,101 10,564
---------- ----------
Total current assets................................. 1,257,976 1,601,780
---------- ----------
Property and equipment, net............................ 109,645 55,477
Other assets........................................... 126,174 7,007
---------- ----------
Total assets......................................... $1,493,795 $1,664,264
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable......................................... $ 21,422 $ --
Accounts payable...................................... 73,762 189,322
Accrued expenses...................................... 162,652 154,481
Dividends payable..................................... 200,000 --
---------- ----------
Total current liabilities............................ 457,836 343,803
---------- ----------

Commitments and contingencies (Notes 6 and 8)

Shareholders' equity:
Common stock, no par value; 500,000 shares authorized
12,500 shares issued and outstanding................ 124,991 124,991
Retained earnings..................................... 910,968 1,195,470
---------- ----------
Total shareholders' equity........................... 1,035,959 1,320,461
---------- ----------
Total liabilities and shareholders' equity........... $1,493,795 $1,664,264
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-44
<PAGE>

ZEAL, INC.
Statements of Operations

<TABLE>
<CAPTION>
For the For the
Nine Months Four Months
Ended Ended
December 31, April 30,
1998 1999
------------ -----------
<S> <C> <C>
Revenue................................................ $4,657,129 $2,299,160
Cost of revenue........................................ 2,342,807 1,281,981
---------- ----------
Gross profit.......................................... 2,314,322 1,017,179
General and administrative expenses.................... 2,220,969 551,791
---------- ----------
Income from operations................................. 93,353 465,388
Interest and other income.............................. 40,534 12,793
---------- ----------
Net income............................................. $ 133,887 $ 478,181
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-45
<PAGE>

ZEAL, INC.
Statements of Shareholders' Equity
For the Nine Months Ended December 31, 1998 and for the Four Months Ended April
30, 1999

<TABLE>
<CAPTION>
Common Paid-in Retained
Stock Capital Earnings Total
------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Balance at March 31, 1998.............. $12,500 $ 79,295 $1,279,996 $1,371,791
Net income............................ -- -- 133,887 133,887
Dividends............................. -- -- (502,915) (502,915)
Shareholders' contributions........... -- 33,196 -- 33,196
------- -------- ---------- ----------
Balance at December 31, 1998........... 12,500 112,491 910,968 1,035,959
Net income............................ -- -- 478,181 478,181
Dividends............................. -- -- (193,679) (193,679)
------- -------- ---------- ----------
Balance at April 30, 1999.............. $12,500 $112,491 $1,195,470 $1,320,461
======= ======== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-46
<PAGE>

ZEAL, INC.
Statements of Cash Flows

<TABLE>
<CAPTION>
For the For the
Nine Months Four Months
Ended Ended
December 31, April 30,
1998 1999
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 133,887 $ 478,181
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation........................................ 24,313 6,096
Changes in operating assets and liabilities:
Accounts receivable................................ (135,220) (114,619)
Prepaids and other................................. (9,938) 13,537
Other.............................................. (9,399) --
Accounts payable................................... (60,783) 115,560
Accrued expenses................................... (19,383) (8,171)
---------- ---------
Net cash provided by (used in) operating
activities...................................... (76,523) 490,584
---------- ---------
Cash flows from investing activities:
Payments on life insurance policy.................... (28,966) --
Purchase of property and equipment................... (49,579) --
---------- ---------
Net cash used in investing activities............. (78,545) --
---------- ---------
Cash flows from financing activities:
Repayment of note payable............................ (3,578) (2,862)
Contributed capital.................................. 33,196 --
Dividends paid....................................... (552,915) (245,000)
---------- ---------
Net cash used in financing activities............. (523,297) (247,862)
---------- ---------
Net increase (decrease) in cash and cash equivalents.. (678,365) 242,722
Cash and cash equivalents, beginning of period........ 1,096,048 417,683
---------- ---------
Cash and cash equivalents, end of period.............. $ 417,683 $ 660,405
========== =========
Supplemental schedule of noncash investing and
financing activities:

1998
The Company purchased a $25,000 vehicle for use by the owners by assuming a
$25,000 liability.

1999
Noncash dividends distributed during the period:
Shareholders' life insurance policies............... $ 119,167
Property............................................ 48,072
Note payable........................................ (18,560)
---------
Net noncash distributions......................... $ 148,679
---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-47
<PAGE>

ZEAL, INC.

NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended December 31, 1998 and for the Four Months Ended April
30, 1999

1. Background

Zeal, Inc. (the "Company") specializes in providing complete Web and
client/server business solutions for its clients.

The Company's staff includes experts in systems analysis, project
management, GUI and database design, application and object oriented
development, on-going support, mentoring and training. The Company focuses on
designing and developing dynamic applications that access corporate databases.
The Company uses a RAD methodology using prototyping early in the process to
ensure user buy-in to produce a higher quality product in a shorter time for
lower cost.

Effective April 30, 1999, the Company was sold to Modis Professional
Services, Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the financial position of the Company prior
to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation
and amortization utilizing the straight-line method over their estimated useful
lives. Estimated useful lives range from 5 to 7 years.

Income Taxes

The Company operates under the Treasury Department regulations for a
Subchapter S Corporation. The Company's federal income tax liability and
certain state income tax liabilities are passed through to the individual
shareholders and, accordingly, no provision for income taxes has been recorded
in the accompanying financial statements.

Revenue Recognition

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

F-48
<PAGE>

ZEAL, INC.

NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended December 31, 1998 and for the Four Months Ended April
30, 1999

3. Property and Equipment

Property and equipment consisted of the following at December 31, 1998 and
April 30, 1999.

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Furniture and fixtures............................... $ 47,102 $ 47,102
Computer equipment................................... 192,912 192,912
Automobiles.......................................... 72,960 --
--------- ---------
312,974 240,014
Less accumulated depreciation........................ (203,329) (184,537)
--------- ---------
Net property and equipment........................... $ 109,645 $ 55,477
========= =========
</TABLE>

4. Other Assets

Other assets consisted of the following at December 31, 1998 and April 30,
1999.

<TABLE>
<CAPTION>
1998 1999
-------- ------
<S> <C> <C>
Cash surrender value of life insurance policies........... $119,167 $ --
Security deposit.......................................... 7,007 7,007
-------- ------
$126,174 $7,007
======== ======
</TABLE>

5. Accrued Expenses

Accrued expenses consisted of the following at December 31, 1998 and April
30, 1999.

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Accrued salaries......................................... $132,804 $117,500
Accrued vacation......................................... 22,085 34,943
Other.................................................... 7,763 2,038
-------- --------
$162,652 $154,481
======== ========
</TABLE>

6. Commitments and Contingencies

Leases

The Company leases its office space under a non-cancelable operating lease.
Total rent expense for the operating lease was approximately $56,000 and
$28,000 for the nine months ended December 31, 1998 and for

F-49
<PAGE>

ZEAL, INC.

NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended December 31, 1998 and for the Four Months Ended April
30, 1999

the four months ended April 30, 1999, respectively. The following is a schedule
of future minimum lease payments under such lease:

<TABLE>
<S> <C>
Year ended December 31:
1999............................................................ $ 57,000
2000............................................................ 86,000
2001............................................................ 51,000
--------
$194,000
========
</TABLE>

7. Employee Benefit Plan

The Company has a profit sharing plan with a 401(k) feature included in the
plan, which covers full-time employees of the Company over age twenty-one with
at least one year of employment and 1,000 hours of service. The plan allows
eligible employees to contribute up to 15% of compensation with the Company
providing a discretionary match of employee contributions. For the nine months
ended December 31, 1998, the Company made a matching contribution of
approximately $123,000. For the four months ended April 30, 1999, the Company
did not make a matching contribution.

8. Concentration of Credit Risk

9. Fair Value of Financial Instruments

F-50
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.

Report on Financial Statements

As of December 31, 1998 and for the Nine Months Then Ended
and as of July 31, 1999 and for the Seven Months Then Ended

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants........................ F-52

Financial Statements:

Balance Sheets as of December 31, 1998 and July 31, 1999................. F-53

Statements of Operations for the Nine Months Ended December 31, 1998 and
for the Seven Months Ended July 31, 1999............................... F-54

Statements of Shareholders' Equity for the Nine Months Ended December 31,
1998 and for the Seven Months Ended July 31, 1999...................... F-55

Statements of Cash Flows for the Nine Months Ended December 31, 1998 and
for the Seven Months Ended July 31, 1999............................... F-56

Notes to Financial Statements............................................. F-57
</TABLE>

F-51
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, shareholder's equity and cash flows present fairly, in all
material respects, the financial position of Open Management Software, Inc.
(the "Company") at December 31, 1998 and July 31, 1999, and the results of its
operations and its cash flows for the nine months ended December 31, 1998 and
the seven months ended July 31, 1999 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 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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
February 17, 2000

F-52
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.
Balance Sheets

<TABLE>
<CAPTION>
As of As of
December 31, July 31,
1998 1999
------------ ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................. $1,781,323 $ 884,937
Accounts receivable................................... 3,105,413 1,934,709
Prepaids.............................................. 216,253 112,142
---------- ----------
Total current assets................................. 5,102,989 2,931,788
Property and equipment, net............................ 599,205 508,990
Other.................................................. 25,168 24,868
---------- ----------
Total assets......................................... $5,727,362 $3,465,646
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable...................................... $ 24,051 $ 5,416
Accrued expenses...................................... 78,512 195,369
Accrued bonuses....................................... -- 500,000
---------- ----------
Total current liabilities............................ 102,563 700,785
Accrued bonuses........................................ -- 1,000,000
---------- ----------
Total liabilities.................................... 102,563 1,700,785
---------- ----------

Commitments and contingencies (Notes 5, 7, 8 and 9)

Shareholders' equity:
Common stock, no par value; 10,000,000 shares
authorized 7,500,000 shares issued and outstanding.. 500,000 500,000
Retained earnings..................................... 5,124,799 1,264,861
---------- ----------
Total shareholders' equity........................... 5,624,799 1,764,861
---------- ----------
Total liabilities and shareholders' equity........... $5,727,362 $3,465,646
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-53
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.
Statements of Operations

<TABLE>
<CAPTION>
For the For the
Nine Months Seven Months
Ended Ended
December 31, July 31,
1998 1999
------------ ------------
<S> <C> <C>
Revenue............................................. $6,834,840 $ 3,797,848
Cost of revenue..................................... 2,461,277 1,768,622
---------- -----------
Gross profit....................................... 4,373,563 2,029,226
General and administrative expenses................. 1,843,478 4,063,659
---------- -----------
Income (loss) from operations....................... 2,530,085 (2,034,433)
---------- -----------
Other income
Interest income.................................... 60,174 59,118
Other.............................................. -- 15,377
---------- -----------
Total other income................................ 60,174 74,495
---------- -----------
Net income (loss)................................... $2,590,259 $(1,959,938)
========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-54
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.
Statements of Shareholders' Equity
For the Nine Months Ended December 31, 1998 and for the Seven Months Ended July
31, 1999

<TABLE>
<CAPTION>
Shares of
Common Common Retained
Stock Stock Earnings Total
--------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at March 31, 1998......... 5,000,000 $100,000 $ 3,774,540 $ 3,874,540
Net income....................... -- -- 2,590,259 2,590,259
Issuance of common stock......... 2,500,000 400,000 -- 400,000
Cash dividends paid.............. -- -- (1,240,000) (1,240,000)
--------- -------- ----------- -----------
Balance at December 31, 1998...... 7,500,000 500,000 5,124,799 5,624,799
Net loss......................... -- -- (1,959,938) (1,959,938)
Cash dividends paid.............. -- -- (1,900,000) (1,900,000)
--------- -------- ----------- -----------
Balance at July 31, 1999.......... 7,500,000 $500,000 $ 1,264,861 $ 1,764,861
========= ======== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-55
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.
Statements of Cash Flows

<TABLE>
<CAPTION>
For the For the
Nine Months Seven Months
Ended Ended
December 31, July 31,
1998 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss)................................... $ 2,590,259 $(1,959,938)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation....................................... 151,430 115,312
Changes in operating assets and liabilities:
Accounts receivable............................... 72,858 1,170,704
Prepaids.......................................... (133,103) 104,111
Other............................................. (16,916) 300
Accounts payable.................................. (24,438) (18,635)
Accrued expenses.................................. (39,415) 116,857
Accrued bonuses................................... -- 1,500,000
----------- -----------
Net cash provided by operating activities....... 2,600,675 1,028,711
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment.................. (370,622) (25,097)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock.............. 400,000 --
Dividends paid...................................... (1,240,000) (1,900,000)
----------- -----------
Net cash used in financing activities........... (840,000) (1,900,000)
----------- -----------
Net increase (decrease) in cash and cash
equivalents........................................ 1,390,053 (896,386)
Cash and cash equivalents, beginning of period....... 391,270 1,781,323
----------- -----------
Cash and cash equivalents, end of period............. $ 1,781,323 $ 884,937
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-56
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS
For the Nine Months Ended December 31, 1998 and for the Seven Months Ended July
31, 1999

1.Background

Open Management Software, Inc. ("OMSI") was established in 1995. OMSI
assists companies in maximizing leading technology applications, and applying
them to existing system processes that require automation. OMSI produces high
quality, integrated product solutions for mission critical control operations,
data communications, system integration services, telecommunication network
management systems, and enterprise network management systems. These solutions
are provided to a wide range of service providers, business customers and
equipment suppliers.

Effective July 31, 1999, OMSI was sold to Modis Professional Services, Inc.

2.Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the historical position of the Company
prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Property and Equipment

Income Taxes

OMSI operates under the Treasury Department regulations for a Subchapter S
Corporation. OMSI's federal income tax liability and certain state income tax
liabilities are passed through to the individual shareholders and, accordingly,
no provision for these income taxes has been recorded in the accompanying
financial statements.

Revenue Recognition

OMSI recognizes revenue at the time the architectural services are provided
to clients. In all such cases, the software engineer is OMSI's employee, and
all costs of employing the worker are the responsibility of OMSI and are
included in the cost of revenue.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

F-57
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Nine Months Ended December 31, 1998 and for the Seven Months Ended July
31, 1999

3.Property and Equipment

Property and equipment consisted of the following at December 31, 1998 and
July 31, 1999.

<TABLE>
<CAPTION>
1998 1999
--------- ---------
<S> <C> <C>
Furniture and fixtures............................... $ 131,011 $ 138,105
Software............................................. 67,675 67,675
Computer equipment................................... 548,436 565,314
Office equipment..................................... 53,328 54,453
--------- ---------
800,450 825,547
Less accumulated depreciation........................ (201,245) (316,557)
--------- ---------
Net property and equipment........................... $ 599,205 $ 508,990
========= =========
</TABLE>

4.Accrued Expenses

Accrued expenses consisted of the following at December 31, 1998 and July
31, 1999.

<TABLE>
<CAPTION>
1998 1999
------- --------
<S> <C> <C>
Accrued vacation......................................... $61,200 $ 62,400
401(k) payable........................................... -- 70,000
Accrued consulting fees.................................. 17,312 58,917
Other.................................................... -- 4,052
------- --------
$78,512 $195,369
======= ========
</TABLE>

5.Commitments and Contingencies

Leases

OMSI leases vehicles, office equipment, and office space under non-
cancelable operating leases. The vehicles were transferred to the shareholders
of OMSI effective July 31, 1999, due to the sale of the Company. Total rent
expense for the operating leases was approximately $86,000 and $216,000 for the
nine months ended December 31, 1998 and for the seven months ended July 31,
1999, respectively. The following is a schedule of future minimum lease
payments under such leases:

<TABLE>
<S> <C>
Year ended December 31,:
2000........................................................... $272,000
2001........................................................... 285,000
2002........................................................... 122,000
--------
$679,000
========
</TABLE>

6.Employee Benefit Plan

OMSI has a profit sharing plan with a 401(k) feature included in the plan,
which covers full-time employees of OMSI over age twenty-one with at least 3
months of employment. The plan allows eligible employees to contribute up to
15% of compensation with OMSI providing a discretionary match of employee
contributions and a discretionary non-elective contribution. OMSI contributed
$149,000 and $70,000 for the nine months ended December 31, 1998 and for the
seven months ended July 31, 1999, respectively.

F-58
<PAGE>

OPEN MANAGEMENT SOFTWARE, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Nine Months Ended December 31, 1998 and for the Seven Months Ended July
31, 1999

7.Concentration of Credit Risk

OMSI's financial instruments that are exposed to concentrations of credit
risk consist primarily of cash and trade accounts receivable. The Company
places its cash with what management believes to be high credit quality
institutions. At times such investments may be in excess of the FDIC insurance
limit. OMSI routinely assesses the financial strength of its customers and, as
a consequence, believes that its trade accounts receivable credit risk exposure
is limited.

Two customers accounted for approximately 88% and 12% of OMSI's total
revenues for the nine months ended December 31, 1998 and approximately 73% and
27% of OMSI's total accounts receivable at December 31, 1998. One customer
accounted for approximately 75% of OMSI's total revenues for the seven months
ended July 31, 1999, while two customers accounted for approximately 70% and
20% of OMSI's total accounts receivable at July 31, 1999.

8.Line of Credit

During 1999, OMSI had a $50,000 bank operating line of credit. Payment of
any outstanding balance on the line, plus interest at 11.12% was due when the
loan matured. The line was collateralized by substantially all of the assets of
the company. There was no amount outstanding as of December 31, 1998 and July
31, 1999.

9.Accrued Bonuses

Effective June 25, 1999, OMSI created a Non-Qualified Discretionary Bonus
Plan in which OMSI was required to set aside and maintain a bonus reserve of
$1,500,000. According to the Plan, at least $500,000 was to be paid on or
before December 31, 1999 with the remainder to be paid on or before December
31, 2000.

10.Fair Value of Financial Instruments

F-59
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.

Report on Financial Statements

As of December 31, 1998 and November 29, 1999,
and for the Year Ended December 31, 1998 and for the
Period from January 1, 1999 to November 29, 1999

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants ....................... F-61

Financial Statements:

Balance Sheets as of December 31, 1998 and November 29, 1999............. F-62

Statements of Operations for the Year Ended December 31, 1998 and for the
Period from January 1, 1999 to November 29, 1999....................... F-63

Statements of Shareholders' Equity for the Year Ended December 31, 1998
and for the Period from January 1, 1999 to November 29, 1999........... F-64

Statements of Cash Flows for the Year Ended December 31, 1998 and for the
Period from January 1, 1999 to November 29, 1999....................... F-65

Notes to Financial Statements............................................. F-66

</TABLE>

F-60
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, shareholder's equity and cash flows present fairly, in all
material respects, the financial position of The Forsythe Technology Group,
Inc. (the "Company") at December 31, 1998 and November 29, 1999, and the
results of its operations and its cash flows for the year ended December 31,
1998 and for the period from January 1, 1999 to November 29, 1999 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 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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
July 20, 2000

F-61
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.
Balance Sheets

<TABLE>
<CAPTION>
As of As of
December 31, November 29,
1998 1999
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $437,859 $ 471,960
Accounts receivable................................. 308,599 592,597
Prepaids............................................ 725 2,100
-------- ----------
Total current assets............................... 747,183 1,066,657
Furniture and equipment, net......................... 5,323 4,429
-------- ----------
Total assets....................................... $752,506 $1,071,086
======== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 29,572 $ 83,956
Accrued expenses.................................... 485,799 373,332
-------- ----------
Total current liabilities.......................... 515,371 457,288
-------- ----------
Commitments and contingencies (Notes 5 and 7)

Shareholders' equity:
Common stock, no par value; 500 and 850 shares
authorized; 400 and 530 shares issued and
outstanding at December 31, 1998 and November 29,
1999, respectively................................ 39,200 57,400
Retained earnings................................... 197,935 556,398
-------- ----------
Total shareholders' equity......................... 237,135 613,798
-------- ----------
Total liabilities and shareholders' equity......... $752,506 $1,071,086
======== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-62
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.
Statements of Operations

<TABLE>
<CAPTION>
For the
Period from
For the January 1,
Year Ended 1999 to
December 31, November 29,
1998 1999
------------ ------------
<S> <C> <C>
Revenue............................................... $1,633,368 $2,417,381
Cost of revenue....................................... 1,332,386 1,831,633
---------- ----------
Gross profit......................................... 300,982 585,748
General and administrative expenses................... 102,708 124,196
---------- ----------
Income from operations................................ 198,274 461,552
Interest and other income............................. 6,223 6,911
---------- ----------
Net income............................................ $ 204,497 $ 468,463
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-63
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.
Statements of Shareholders' Equity
For the Year Ended December 31, 1998 and
for the Period from January 1, 1999 to November 29, 1999

<TABLE>
<CAPTION>
Shares of
Common Common Retained
Stock Stock Earnings Total
--------- ------- --------- ---------
<S> <C> <C> <C> <C>
Balance at December 31, 1997........... 500 $49,000 $ (2,362) $ 46,638
Net income............................ -- -- 204,497 204,497
Repurchase of common stock............ (100) (9,800) -- (9,800)
Dividends............................. -- -- (4,200) (4,200)
---- ------- --------- ---------
Balance at December 31, 1998........... 400 39,200 197,935 237,135
Net income............................ -- -- 468,463 468,463
Issuance of common stock.............. 130 18,200 -- 18,200
Dividends............................. -- -- (110,000) (110,000)
---- ------- --------- ---------
Balance at November 29, 1999........... 530 $57,400 $ 556,398 $ 613,798
==== ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-64
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.
Statements of Cash Flows

<TABLE>
<CAPTION>
For the
Period from
For the January 1,
Year Ended 1999 to
December 31, November 29,
1998 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 204,497 $ 468,463
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation....................................... 8,797 7,272
Changes in operating assets and liabilities:
Accounts receivable............................... (228,856) (283,998)
Prepaids.......................................... (725) (1,375)
Accounts payable.................................. 13,059 54,384
Accrued expenses.................................. 455,025 (112,467)
--------- ---------
Net cash provided by operating activities....... 451,797 132,279
--------- ---------
Cash flows from investing activities:
Purchase of furniture and equipment................. -- (6,378)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock.............. -- 18,200
Purchase of common stock............................ (9,800) --
Dividends paid...................................... (4,200) (110,000)
--------- ---------
Net cash used in financing activities........... (14,000) (91,800)
--------- ---------
Net increase in cash and cash equivalents............ 437,797 34,101
Cash and cash equivalents, beginning of period....... 62 437,859
--------- ---------
Cash and cash equivalents, end of period............. $ 437,859 $ 471,960
========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-65
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS
For the Year Ended December 31, 1998 and for the Period from January 1, 1999 to
November 29, 1999

1. Background

The Forsythe Technology Group, Inc. (the "Company") was established in 1997.
The Company assists clients in achieving a strategic advantage through the use
of e-business systems technology. The Company has extensive experience in all
phases of the e-business systems development life cycle and provides support
for IT Strategy, analysis, design, implementation, development and support.

Effective November 30, 1999, the Forsythe Technology Group, Inc. was sold to
Modis Professional Services, Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accounting and reporting policies of the Company conform to generally
accepted accounting principles and reflect the financial position of the
Company prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation.
Property and equipment are depreciated on the straight-line method over the
estimated useful lives of the assets. All assets held by the Company as of
December 31, 1998 and November 29, 1999 and were being depreciated over a 3
year period.

Income Taxes

The Forsythe Technology Group, Inc. operates under the Treasury Department
regulations for a Subchapter S Corporation. The Company's federal income tax
liability and certain state income tax liabilities are passed through to the
individual shareholders and, accordingly, no provision for these income taxes
has been recorded in the accompanying financial statements.

Revenue Recognition

The Forsythe Technology Group, Inc. recognizes revenue at the time the
services are provided. In all such cases, the consultant is a Forsythe
Technology Group, Inc. employee, and all costs of employing the worker are the
responsibility of the Company and are included in the cost of revenue.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

F-66
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Year Ended December 31, 1998 and for the Period from January 1, 1999 to
November 29, 1999

3. Furniture and Equipment

Furniture and equipment consisted of the following at December 31, 1998 and
November 29, 1999.

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Computer equipment....................................... $ 17,593 $ 17,931
Office furniture and fixtures............................ -- 4,060
Software................................................. -- 1,980
-------- --------
17,593 23,971
Less accumulated depreciation............................ (12,270) (19,542)
-------- --------
Property and equipment, net.............................. $ 5,323 $ 4,429
======== ========
</TABLE>

4. Accrued Expenses

Accrued expenses consisted of the following at December 31, 1998 and
November 29, 1999.

<TABLE>
<CAPTION>
1998 1999
-------- --------
<S> <C> <C>
Accrued accounts payable.................................. $ 13,440 $ 61,682
Accrued bonus payable..................................... 254,131 269,941
Accrued payroll........................................... 218,228 41,709
-------- --------
$485,799 $373,332
======== ========
</TABLE>

5. Commitments and Contingencies

Leases

The Forsythe Technology Group, Inc. leases office equipment and office space
under non-cancelable operating leases. Total rent expense for the operating
leases was approximately $17,027 and $21,200 for the year ended December 31,
1998 and for the period from January 1, 1999 to November 29, 1999,
respectively. The following is a schedule of future minimum lease payments with
terms in excess of one year:

<TABLE>
<S> <C>
Year ended:
2000............................................................. $14,769
2001............................................................. 3,915
-------
$18,684
=======
</TABLE>

6. Employee Benefit Plan

Simplified Employee Pension Plan

The Forsythe Technology Group, Inc. has a Simplified Employee Pension Plan
in which all employees meeting the minimum age requirement of 21 may
participate. The plan allows employees to contribute up to $6,000 of their
compensation. The Company matches 100% of the employee's contribution up to
$3,000. For the year ended December 31, 1998 and for the period from January 1,
1999 to November 29, 1999, the Company contributed approximately $18,000 and
$26,000, respectively.

F-67
<PAGE>

THE FORSYTHE TECHNOLOGY GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Year Ended December 31, 1998 and for the Period from January 1, 1999 to
November 29, 1999

7. Concentration of Credit Risk

The Forsythe Technology Group, Inc.'s financial instruments that are exposed
to concentrations of credit risk consist primarily of cash and trade accounts
receivable. Management places its cash with what it believes to be high credit
quality institutions. At times such investments may be in excess of the FDIC
insurance limit. The Company routinely assesses the financial strength of its
customers and, as a consequence, believes that its trade accounts receivable
credit risk exposure is limited.

Four customers accounted for approximately 42%, 29%, 13% and 10% of the
Company's total revenues for the year ended December 31, 1998, while two
customers accounted for approximately 54% and 38% of the Company's total
accounts receivable at December 31, 1998. Two customers accounted for
approximately 44% and 13% of the Company's total revenues for the period from
January 1, 1999 to November 29, 1999, while two customers accounted for 46% and
39% of the Company's total accounts receivable at November 29, 1999.

8. Fair Value of Financial Instruments

F-68
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLUTIONS, INC.

Report on Combined Financial Statements

As of December 31, 1999 and for the Nine Months Then Ended

INDEX TO COMBINED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants......................... F-70

Combined Financial Statements:

Combined Balance Sheet as of December 31, 1999............................ F-71

Combined Statement of Operations for the Nine Months Ended December 31,
1999.................................................................... F-72

Combined Statement of Stockholder's Equity for the Nine Months Ended
December 31, 1999....................................................... F-73

Combined Statement of Cash Flows for the Nine Months Ended December 31,
1999.................................................................... F-74

Notes to Combined Financial Statements..................................... F-75

</TABLE>

F-69
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying combined balance sheet and the related
combined statements of operations, stockholder's equity and cash flows present
fairly, in all material respects, the financial position of Catapult
Technology, Inc., Brahma Software Solutions, Inc., and Brahma Technolutions,
Inc. (the "Companies") at December 31, 1999, and the results of their
operations and their cash flows for the nine months then ended in conformity
with accounting principles generally accepted in the United States. These
combined financial statements are the responsibility of the Companies'
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with 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 audit provides a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Jacksonville, Florida
February 25, 2000

F-70
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLUTIONS, INC.
Combined Balance Sheet

<TABLE>
<CAPTION>
As of
December 31,
1999
------------
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................ $ 86,835
Accounts receivable net of allowance of $25,000.................. 1,313,933
Prepaid expenses................................................. 61,845
----------
Total current assets............................................ 1,462,613
Furniture and equipment, net...................................... 30,000
----------
Total assets.................................................... $1,492,613
==========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable................................................. $ 251,396
Accrued expenses................................................. 235,809
----------
Total current liabilities....................................... 487,205
----------

Commitments and contingencies (Notes 5 and 7)

Stockholder's equity:
Common stock, no par value; 21,000 shares authorized;
2,331 shares issued and outstanding............................ 3,000
Retained earnings................................................ 1,002,408
----------
Total stockholder's equity...................................... 1,005,408
----------
Total liabilities and stockholder's equity...................... $1,492,613
==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-71
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLOGIES, INC.
Combined Statement of Operations

<TABLE>
<CAPTION>
For the
Nine Months
Ended
December 31,
1999
------------
<S> <C>
Revenues........................................................... $4,212,419
Cost of revenue.................................................... 1,184,305
----------
Gross profit...................................................... 3,028,114
General and administrative expenses................................ 3,084,067
----------
Operating loss..................................................... (55,953)
----------
Other income....................................................... 47,573
Interest income.................................................... 63,653
----------
Total other income................................................ 111,226
----------
Income before provision for income taxes........................... 55,273
Provision for income taxes......................................... 25,000
----------
Net income......................................................... $ 30,273
==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-72
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLOGIES, INC.
Combined Statement of Stockholder's Equity
For the Nine Months Ended December 31, 1999

<TABLE>
<CAPTION>
Common Retained
Stock Earnings Total
------ ---------- ----------
<S> <C> <C> <C>
Balance at March 31, 1999......................... $3,000 $ 972,135 $ 975,135
Net income....................................... -- 30,273 30,273
------ ---------- ----------
Balance at December 31, 1999...................... $3,000 $1,002,408 $1,005,408
====== ========== ==========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-73
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLUTIONS, INC.
Combined Statement of Cash Flows

<TABLE>
<CAPTION>
For the
Nine Months
Ended
December 31,
1999
------------
<S> <C>
Cash flows from operating activities:
Net income....................................................... $ 30,273
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation.................................................... 11,900
Changes in operating assets and liabilities:
Accounts receivable............................................ (613,316)
Prepaids....................................................... (4,541)
Other.......................................................... (38,843)
Accounts payable............................................... 67,868
Accrued expenses............................................... 178,505
---------
Net cash used in operating activities........................ (368,154)
---------
Cash flows from investing activities:
Purchase of furniture and equipment.............................. (21,935)
---------
Cash flows from financing activities:
Cash overdraft................................................... 104,599
Loan from stockholder............................................ 986
Payment of stockholder's loan.................................... (1,000)
---------
Net cash provided by financing activities.................... 104,585
---------
Net decrease in cash and cash equivalents......................... (285,504)
Cash and cash equivalents, beginning of period.................... 372,339
---------
Cash and cash equivalents, end of period.......................... $ 86,835
=========
</TABLE>

The accompanying notes are an integral part of these combined financial
statements.

F-74
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLUTIONS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
For the Nine Months Ended December 31, 1999

1.Background

Catapult Technologies, Inc. ("Catapult"), Brahma Software Solutions, Inc.
("Software Solutions"), and Brahma Technolutions, Inc. ("Technolutions") were
established in 1997, 1995, and 1995, respectively and provide various e-
business-related services. In late 1999, Technolutions ceased doing a majority
of its operations. Catapult, Software Solutions, and Technolutions (the
"Companies") operate under common control.

Effective January 1, 2000, the Companies were sold to Modis Professional
Services, Inc.

2.Summary of Significant Accounting Policies

Basis of Presentation

The combined financial statements include the accounts of Catapult, a C-
corporation, Software Solutions, an S-corporation, and Technolutions, a C-
corporation.

All intercompany sales, cost of sales, receivables and payables have been
eliminated. All remaining assets, liabilities, and equity have been combined in
accordance with generally accepted accounting principles.

The financial statements reflect the historical position of the Companies
prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Furniture, Equipment and Leasehold Improvements

Furniture and equipment are carried at cost less accumulated depreciation.
Furniture and equipment are depreciated on the straight-line method over the
estimated useful lives of the assets. The estimated useful lives range from 3
to 7 years.

Income Taxes

Software Solutions operates under the Treasury Department regulations for a
Subchapter S Corporation. Software's federal income tax liability and certain
state income tax liabilities are passed through to the individual shareholders
and, accordingly, no provision for these income taxes has been recorded in the
accompanying combined financial statements.

Catapult and Technolutions accounted for income taxes in accordance with
Statement of Financial Accounting Standard No. 109, "Accounting for Income
Taxes" ("SFAS 109"). Under this method deferred tax liabilities and assets are
determined based on the differences between the financial statement carrying
amounts and the tax basis of assets and liabilities as measured by the enacted
tax rates which will be in effect when these differences reverse. As of
December 31, 1999, Catapult and Technolutions do not have any deferred tax
assets or liabilities.

F-75
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLUTIONS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
For the Nine Months Ended December 31, 1999

Revenue Recognition

The Companies recognize revenue at the time the consultation services are
provided to clients. In all such cases, the consultant is the employee of the
Companies, and all costs of employing the worker are the responsibility of the
Companies and are included in the cost of revenue.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

3.Furniture and Equipment

Furniture and equipment consisted of the following at December 31, 1999.

<TABLE>
<S> <C>
Furniture and fixtures........................................... $ 46,620
Computer equipment............................................... 21,637
Leasehold improvements........................................... 3,468
--------
71,725
Less: accumulated depreciation................................... (41,725)
--------
Net furniture and equipment...................................... $ 30,000
========
</TABLE>

4.Accounts Payable and Accrued Expenses

Included in accounts payable were book overdrafts of approximately $105,000.
Accrued expenses consist of the following at December 31, 1999:

<TABLE>
<S> <C>
Profit sharing plan contribution................................. $ 14,000
Accrued vacation................................................. 20,000
Accrued bonuses.................................................. 99,921
Income taxes..................................................... 25,000
Payroll taxes.................................................... 48,750
Accrued acquisition related fees................................. 28,138
--------
$235,809
========
</TABLE>

5.Line of Credit

On December 15, 1999, Catapult entered into an open line of credit. The
interest rate on the line of credit was prime plus 2%. The line was
collateralized by a stockholder's certificate of deposit. There were no
drawings against the line or amounts outstanding as of December 31, 1999. The
line was closed in January 2000.

F-76
<PAGE>

CATAPULT TECHNOLOGY, INC.,
BRAHMA SOFTWARE SOLUTIONS, INC., AND
BRAHMA TECHNOLUTIONS, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)
For the Nine Months Ended December 31, 1999

6.Employee Benefit Plan

Software Solutions has a profit sharing plan, which covers employees of
Software Solutions over age twenty-one. The plan allows employees eligible to
participate to enter the plan on January 1 or July 1. The discretionary profit
sharing contribution to the plan is allocated only to the accounts of those
participants who complete 500 hours of service during the plan year and/or
employed as of the last day of the plan year. Participants may not receive more
than the lesser of 25% of compensation or $30,000. For the nine months ended
December 31, 1999, Software Solutions contributed $104,000 to the plan.

7.Concentration of Credit Risk

The Companies' financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and trade accounts receivable. The
Companies place its cash with what management believes to be high credit
quality institutions. At times such cash may be in excess of the FDIC insurance
limit. The Companies routinely assess the financial strength of their customers
and, as a consequence, believe that their trade accounts receivable credit risk
exposure is limited.

Four customers accounted for approximately 30%, 22%, 14% and 13% of
Catapult's total revenues, while three customers accounted for approximately
30%, 24% and 16% of Catapult's total accounts receivable at December 31, 1999.

8.Fair Value of Financial Instruments

Carrying amounts of certain of the Companies financial instruments including
cash, accounts receivable, accounts payable and other accrued liabilities
approximate fair value due to their short maturities.

F-77
<PAGE>

T1 DESIGN LLC

Report on Financial Statements

As of December 31, 1998 and for the Eight Months Then Ended,
as of December 31, 1999 and for the Year Then Ended and
as of January 31, 2000 and for the One Month Then Ended

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants........................ F-79

Financial Statements:

Balance Sheets as of December 31, 1998, December 31, 1999, and January
31, 2000............................................................... F-80

Statements of Operations for the Eight Months Ended December 31, 1998,
for the Year Ended December 31, 1999 and for the One Month Ended
January 31, 2000....................................................... F-81

Statements of Members' Equity for the Eight Months Ended December 31,
1998, for the Year Ended December 31, 1999 and for the One Month Ended
January 31, 2000....................................................... F-82

Statements of Cash Flows for the Eight Months Ended December 31, 1998,
for the Year Ended December 31, 1999, and for the One Month Ended
January 31, 2000....................................................... F-83

Notes to Financial Statements............................................. F-84

</TABLE>

F-78
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, members' equity and cash flows present fairly, in all material
respects, the financial position of T1 Design, LLC at December 31, 1998,
December 31, 1999, and January 31, 2000, and the results of its operations and
its cash flows for the eight months ended December 31, 1998, for the year ended
December 31, 1999, and for the one month ended January 31, 2000 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 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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
March 9, 2000

F-79
<PAGE>

T1 DESIGN LLC
Balance Sheets

<TABLE>
<CAPTION>
As of As of As of
December 31, December 31, January 31,
1998 1999 2000
------------ ------------ -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............... $ 706,420 $1,150,463 $1,180,618
Accounts receivable..................... 815,463 2,306,600 2,364,859
Prepaid and other....................... 11,008 49,454 49,902
---------- ---------- ----------
Total current assets................... 1,532,891 3,506,517 3,595,379
Property and equipment, net.............. 255,984 637,800 695,121
---------- ---------- ----------
Total assets........................... $1,788,875 $4,144,317 $4,290,500
========== ========== ==========

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable........................ $ 14,646 $ 150,635 $ 160,285
Accrued expenses........................ 86,543 239,797 274,165
---------- ---------- ----------
Total current liabilities.............. 101,189 390,432 434,450
---------- ---------- ----------

Commitments and contingencies (Notes 5
and 7)

Members' equity......................... 1,687,686 3,753,885 3,856,050
---------- ---------- ----------
Total liabilities and members' equity.. $1,788,875 $4,144,317 $4,290,500
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-80
<PAGE>

T1 DESIGN LLC
Statements of Operations

<TABLE>
<CAPTION>
For the Eight Months For the Year For the One Month
ended December 31, Ended December 31, Ended January 31,
1998 1999 2000
-------------------- ------------------ -----------------
<S> <C> <C> <C>
Revenues................ $2,398,374 $8,406,475 $764,190
Cost of revenues........ 897,398 2,885,001 344,529
---------- ---------- --------
Gross profit........... 1,500,976 5,521,474 419,661
General and
administrative
expenses.............. 307,414 2,232,760 162,180
---------- ---------- --------
Income from operations.. 1,193,562 3,288,714 257,481
Interest income......... -- 12,449 1,248
---------- ---------- --------
Net income.............. $1,193,562 $3,301,163 $258,729
========== ========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-81
<PAGE>

T1 DESIGN LLC
Statements of Members' Equity
For the Eight Months Ended December 31, 1998,
for the Year Ended December 31, 1999 and
for the One Month Ended January 31, 2000

<TABLE>
<CAPTION>
<S> <C>
Balance at April 30, 1998.......................................... $ 801,914
Distributions to members.......................................... (307,790)
Net income........................................................ 1,193,562
-----------
Balance at December 31, 1998....................................... 1,687,686
Distributions to members.......................................... (1,234,964)
Net income........................................................ 3,301,163
-----------
Balance at December 31, 1999....................................... 3,753,885
Distributions to members.......................................... (156,564)
Net income........................................................ 258,729
-----------
Balance at January 31, 2000........................................ $ 3,856,050
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-82
<PAGE>

T1 DESIGN LLC
Statements of Cash Flows

<TABLE>
<CAPTION>
For the Eight Months For the Year For the One Month
Ended December 31, Ended December 31, Ended January 31,
1998 1999 2000
-------------------- ------------------ -----------------
<S> <C> <C> <C>
Cash flows from
operating
activities:
Net income........... $1,193,562 $ 3,301,163 $ 258,729
Adjustments to
reconcile net
income to net cash
provided by
operating
activities:
Depreciation........ 22,288 94,682 13,955
Changes in operating
assets and
liabilities:
Accounts
receivable....... (264,118) (1,491,137) (58,259)
Prepaids and
other............ (5,229) (38,446) (448)
Accounts payable... 4,165 135,989 9,650
Accrued expenses... 44,532 153,254 34,368
---------- ----------- ----------
Net cash provided
by operating
activities..... 995,200 2,155,505 257,995
---------- ----------- ----------
Cash flows from
investing
activities:
Purchase of property
and equipment...... (214,123) (476,498) (71,276)
---------- ----------- ----------
Cash flows from
financing
activities:
Distribution to
members............ (307,790) (1,234,964) (156,564)
---------- ----------- ----------
Net increase in cash
and cash
equivalents......... 473,287 444,043 30,155
Cash and cash
equivalents,
beginning of
period.............. 233,133 706,420 1,150,463
---------- ----------- ----------
Cash and cash
equivalents, end of
period.............. $ 706,420 $ 1,150,463 $1,180,618
========== =========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-83
<PAGE>

T1 DESIGN LLC

NOTES TO FINANCIAL STATEMENTS
For the Eight Months Ended December 31, 1998, for the Year Ended 1999, and
for the One Month Ended January 31, 2000

1.Background

T1 Design LLC (the "Company") is a digital marketing limited liability
company that provides customers with a multitude of web based services.

The Company employs a diverse work force specializing in graphic design, e-
commerce application development, and digital photography. The Company also
markets a service that allows customers to create and maintain their own web
based business.

Effective January 31, 2000, the Company was sold to Modis Professional
Services, Inc.

2.Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the historical position of the Company
prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation
and amortization utilizing the straight-line method over the estimated useful
lives of the related assets, which range from 3 to 10 years.

Income Taxes

The Company is a limited liability company and will be treated as a
partnership for federal income tax purposes; accordingly, taxable income is
included in the tax returns of the members. No provision for federal income tax
is made in the accounts of the Company.

Revenue Recognition

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

F-84
<PAGE>

T1 DESIGN LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1998, for the Year Ended 1999, and
for the One Month Ended January 31, 2000

3.Property and Equipment

Property and equipment consisted of the following at December 31, 1998,
December 31, 1999 and January 31, 2000.

<TABLE>
<CAPTION>
1998 1999 2000
-------- --------- ---------
<S> <C> <C> <C>
Software..................................... $ 23,573 $ 67,980 $ 75,882
Computers.................................... 160,863 443,816 479,921
Equipment.................................... 77,921 182,936 206,356
Furniture and fixtures....................... 29,895 74,018 77,867
Improvements................................. 6,932 6,932 6,932
-------- --------- ---------
299,184 775,682 846,958
Less accumulated depreciation................ (43,200) (137,882) (151,837)
-------- --------- ---------
Property and equipment, net.................. $255,984 $ 637,800 $ 695,121
======== ========= =========
</TABLE>

4.Accrued Expenses

Accrued expenses consisted of the following at December 31, 1998, December
31, 1999 and January 31, 2000.

<TABLE>
<CAPTION>
1998 1999 2000
------- -------- --------
<S> <C> <C> <C>
Accrued payroll.................................... $41,014 $129,012 $160,503
Accrued vacation................................... 30,450 66,079 65,432
Sales tax payable.................................. 10,459 32,963 14,869
Other.............................................. 4,620 11,743 33,361
------- -------- --------
$86,543 $239,797 $274,165
======= ======== ========
</TABLE>

5.Commitments and Contingencies

Leases

The Company leases its office space under a non-cancelable operating lease.
Total rent expense for the operating lease was approximately $62,000, $116,000,
and $12,000 for the eight months ended December 31, 1998, for the year ended
December 31, 1999, and for the one month ended January 31, 2000, respectively.
The following is a schedule of future minimum lease payments under such lease:

<TABLE>
<S> <C>
Year ended December 31:
2000............................................................ $117,000
2001............................................................ 133,000
2002............................................................ 138,000
2003............................................................ 69,000
--------
$457,000
========
</TABLE>

6.Employee Benefit Plan

Effective October 25, 1999, the Company created a profit sharing plan with a
401(k) feature included in the plan. The Plan covers full-time employees of the
Company over age eighteen with at least six months of service. The plan allows
eligible employees to contribute up to 20% of compensation with the Company

F-85
<PAGE>

T1 DESIGN LLC

NOTES TO FINANCIAL STATEMENTS
For the Eight Months Ended December 31, 1998, for the Year Ended 1999, and
for the One Month Ended January 31, 2000

providing a discretionary match of employee contributions. For the year ended
December 31, 1999 and the month ended January 31, 2000, the Company made
matching contributions of approximately $5,000 and $3,000, respectively.

7.Concentration of Credit Risk

The Company's financial instruments that are exposed to concentrations of
credit risk consist primarily of cash and trade accounts receivable. The
Company places its cash with what it believes to be high credit quality
institutions. At times such investments may be in excess of the FDIC insurance
limit. The Company routinely assesses the financial strength of its customers
and, as a consequence, believes that its trade accounts receivable credit risk
exposure is limited.

One customer accounted for approximately 95% of the Company's total revenues
for the eight months ended December 31, 1998, for the year ended December 31,
1999, and for the one month ended January 31, 2000, and approximately 95% of
the Company's total accounts receivable at December 31, 1998 and 1999, and
January 31, 2000.

8.Fair Value of Financial Instruments

F-86
<PAGE>

RED EYE DIGITAL MEDIA, LLC

Report on Financial Statements

As of December 31, 1999 and the Eight Months Then Ended
and as of January 31, 2000 and for the One Month Then Ended

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants ....................... F-88

Financial Statements:

Balance Sheets as of December 31, 1999 and January 31, 2000.............. F-89

Statements of Operations for the Eight Months Ended December 31, 1999 and
for the One Month Ended January 31, 2000............................... F-90

Statements of Members' Equity for the Eight Months Ended December 31,
1999 and for the One Month Ended January 31, 2000...................... F-91

Statements of Cash Flows for the Eight Months Ended December 31, 1999 and
for the One Month Ended January 31, 2000............................... F-92

Notes to Financial Statements............................................. F-93
</TABLE>

F-87
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, members' equity and cash flows present fairly, in all material
respects, the financial position of Red Eye Digital Media, LLC at December 31,
1999 and January 31, 2000, and the results of its operations and its cash flows
for the eight months ended December 31, 1999 and for the one month ended
January 31, 2000 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
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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
March 13, 2000

F-88
<PAGE>

RED EYE DIGITAL MEDIA, LLC
Balance Sheets

<TABLE>
<CAPTION>
As of As of
December 31, January 31,
1999 2000
------------ -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................ $ 478,967 $197,770
Accounts receivable (net of allowance of $42,430 in
2000).............................................. 582,485 396,995
Prepaids............................................. 10,201 10,124
Other................................................ 6,994 6,244
---------- --------
Total current assets................................ 1,078,647 611,133
Furniture, equipment, and leasehold improvements,
net................................................. 101,553 108,627
---------- --------
Total assets........................................ $1,180,200 $719,760
========== ========

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable..................................... $ 27,011 $ 48,393
Accrued expenses..................................... 7,862 18,375
Capital lease obligation............................. 13,796 13,796
Deferred revenue..................................... 17,600 50,000
---------- --------
Total current liabilities........................... 66,269 130,564

Capital lease obligation.............................. 21,113 19,963
---------- --------
Total liabilities................................... 87,382 150,527
---------- --------

Commitments and contingencies (Notes 4, 5, and 6)

Members' equity....................................... 1,092,818 569,233
---------- --------
Total liabilities and members' equity............... $1,180,200 $719,760
========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-89
<PAGE>

RED EYE DIGITAL MEDIA, LLC
Statements of Operations

<TABLE>
<CAPTION>
For the For the
Eight Months One Month
Ended Ended
December 31, January 31,
1999 2000
------------ -----------
<S> <C> <C>
Revenue................................................ $2,494,157 $308,133
Cost of revenue........................................ 1,025,991 135,206
---------- --------
Gross profit.......................................... 1,468,166 172,927
General and administrative expenses.................... 362,531 122,214
---------- --------
Income from operations................................. 1,105,635 50,713
Interest expense....................................... 1,873 290
---------- --------
Net income............................................. $1,103,762 $ 50,423
========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-90
<PAGE>

RED EYE DIGITAL MEDIA, LLC
Statements of Members' Equity
For the Eight Months Ended December 31, 1999 and
for the One Month Ended January 31, 2000

<TABLE>
<CAPTION>
<S> <C>
Balance at April 30, 1999........................................... $ 191,056
Distributions to members........................................... (202,000)
Net income......................................................... 1,103,762
----------
Balance at December 31, 1999........................................ 1,092,818
Distributions to members........................................... (574,008)
Net income......................................................... 50,423
----------
Balance at January 31, 2000......................................... $ 569,233
==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-91
<PAGE>

RED EYE DIGITAL MEDIA, LLC
Statements of Cash Flows

<TABLE>
<CAPTION>
For the For the
Eight Months One Month
Ended Ended
December 31, January 31,
1999 2000
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $1,103,762 $ 50,423
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization....................... 19,132 3,387
Changes in operating assets and liabilities:
Accounts receivable................................ (428,127) 185,490
Prepaids........................................... (6,247) 77
Other.............................................. (3,636) 750
Accounts payable and accrued expenses.............. 28,598 31,895
Deferred revenue................................... (25,800) 32,400
---------- ---------
Net cash provided by operating activities........ 687,682 304,422
---------- ---------
Cash flows from investing activities:
Purchase of furniture, equipment, and leasehold
improvements....................................... (51,949) (10,461)
Cash flows from financing activities:
Principal payments under capital lease obligations... (6,201) (1,150)
Distributions to members............................. (202,000) (574,008)
---------- ---------
Net cash used in financing activities............ (208,201) (575,158)
---------- ---------
Net increase (decrease) in cash and cash equivalents.. 427,532 (281,197)
Cash and cash equivalents, beginning of period........ 51,435 478,967
---------- ---------
Cash and cash equivalents, end of period.............. $ 478,967 $ 197,770
========== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-92
<PAGE>

RED EYE DIGITAL MEDIA, LLC

NOTES TO FINANCIAL STATEMENTS
For the Eight Months Ended December 31, 1999 and for the One Month Ended
January 31, 2000

1. Background

Red Eye Digital Media, LLC (the "Company") is a web development limited
liability company that provides technology, process, and Web innovation. The
Company focuses on combining back-end technology with innovative design and
process-driven production.

Effective January 31, 2000, the Company was sold to Modis Professional
Services, Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the historical position of the Company
prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements are recorded at cost less
accumulated depreciation and amortization. Depreciation of furniture and
equipment is computed using the double-declining balance method over their
estimated useful lives, ranging from 5 to 7 years. Amortization of leasehold
improvements is computed using the straight-line method over the useful life of
the asset ranging from 23 to 28 years or the term of the lease, whichever is
shorter.

Income Taxes

Revenue Recognition

The Company recognizes revenue at the time the consultation services are
provided to clients. In all such cases, the consultant is the Company's
employee, and all costs of employing the worker are the responsibility of the
Company and are included in the cost of revenue. The Company has recorded
deferred revenue for billings made prior to the performance of services.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the statement of
financial position. Although management believes these estimates and
assumptions are adequate, actual results may differ from the estimates and
assumptions used.

F-93
<PAGE>

RED EYE DIGITAL MEDIA, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1999 and for the One Month Ended
January 31, 2000

3.Furniture, Equipment, and Leasehold Improvements

Furniture, equipment, and leasehold improvements consisted of the following
at December 31, 1999 and January 31, 2000.

<TABLE>
<CAPTION>
1999 2000
-------- --------
<S> <C> <C>
Furniture............................................... $ 15,672 $ 15,672
Equipment............................................... 72,688 83,149
Leasehold improvements.................................. 15,627 15,627
Equipment under capital leases.......................... 41,388 41,388
-------- --------
145,375 155,836
Less accumulated depreciation and amortization.......... (43,822) (47,209)
-------- --------
Furniture, equipment, and leasehold improvements, net... $101,553 $108,627
======== ========
</TABLE>

Accumulated amortization on capital leases at December 31, 1999 and January
31, 2000 was approximately $7,000 and $8,000, respectively.

4.Commitments and Contingencies

Operating Leases

The Company leases its office space under a non-cancelable operating lease.
Total rent expense for the operating lease was approximately $34,000 for the
eight months ended December 31, 1999 and $6,000 for the one month ended January
31, 2000. The following is a schedule of future minimum lease payments under
such lease:

<TABLE>
<S> <C>
Year ended December 31:
2000............................................................ $ 74,000
2001............................................................ 62,000
--------
$136,000
========
</TABLE>

Capital Leases

The Company leases computers under capital leases. The present value at the
beginning of the lease terms of the minimum lease payments equals or exceeds
90% of the fair value of the computers at the inception of the leases. The
following is a schedule of future minimum lease payments with terms in excess
of one year:

<TABLE>
<S> <C>
Year ended December 31:
2000............................................................ $17,000
2001............................................................ 17,000
2002............................................................ 7,000
-------
41,000
Lease amount representing interest.............................. (7,241)
-------
$33,759
=======
</TABLE>

5.Line of Credit

During 1999 and 2000, the Company had a $40,000 bank operating line of
credit. Payment of any outstanding balance on the line, plus interest was due
when the loan matured. The line was collateralized by

F-94
<PAGE>

RED EYE DIGITAL MEDIA, LLC

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1999 and for the One Month Ended
January 31, 2000
substantially all assets of the company and was not guaranteed by any officers
or shareholders of the Company. The line of credit was closed on January 28,
2000.

6.Concentration of Credit Risk

One customer accounted for approximately 41% of the Company's total revenue
for the eight months ended December 31, 1999, while one customer accounted for
approximately 51% of the Company's total accounts receivable at December 31,
1999. Two customers accounted for approximately 49% and 34% of the Company's
total revenues for the one month ended January 31, 2000, while two customers
accounted for approximately 34% and 24% of the Company's total accounts
receivable at January 31, 2000.

7.Fair Value of Financial Instruments

F-95
<PAGE>

INTEGRAL RESULTS, INC.

Report on Financial Statements

As of December 31, 1997, 1998, and 1999 and January 31, 2000,
and for the Eight Months Ended December 31, 1997,
for the Years Ended December 31, 1998 and 1999,
and for the One Month Ended January 31, 2000

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
Report of Independent Certified Public Accountants....................... F-97
Financial Statements:
Balance Sheets as of December 31, 1997, 1998 and 1999, and January 31,
2000.................................................................. F-98
Statements of Operations for the Eight Months Ended December 31, 1997,
for the Years Ended December 31, 1998 and 1999, and for the One Month
Ended January 31, 2000 ............................................... F-99
Statements of Stockholders' Equity for the Eight Months Ended December
31, 1997, for the Years Ended December 31, 1998 and 1999, and for the
One Month Ended January 31, 2000...................................... F-100
Statements of Cash Flows for the Eight Months Ended December 31, 1997,
for the Years Ended December 31, 1998 and 1999, and for the One Month
Ended January 31, 2000................................................ F-101
Notes to Financial Statements............................................ F-102
</TABLE>

F-96
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Integral Results, Inc. at December
31, 1997, 1998, and 1999 and January 31, 2000 and the results of its operations
and its cash flows for the eight months ended December 31, 1997, for the years
ended December 31, 1998 and 1999, and for the one month period ended January
31, 2000, 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
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audits 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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
July 19, 2000

F-97
<PAGE>

INTEGRAL RESULTS, INC.
Balance Sheets

<TABLE>
<CAPTION>
As of December 31, As of
---------------------------- January
1997 1998 1999 31, 2000
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash.................................. $ 59,273 $265,142 $ 480,846 $ 504,230
Accounts receivable, net of allowance
for doubtful accounts of $889, $889,
$6,453 and $6,453................... 565,501 481,631 3,025,912 869,428
Income taxes receivable............... -- 47,296 241,570 240,770
Prepaids and other current assets..... 4,254 670 -- --
Deferred tax asset.................... 354 14,215 18,496 17,944
-------- -------- ---------- ----------
Total current assets................. 629,382 808,954 3,766,824 1,632,372
-------- -------- ---------- ----------
Property and equipment, net............ 69,723 69,198 117,064 113,990
Other assets........................... 29,786 35,668 32,643 32,643
-------- -------- ---------- ----------
Total assets......................... $728,891 $913,820 $3,916,531 $1,779,005
======== ======== ========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable...... $ -- $ 88,265 $ 47,773 $ --
Accounts payable...................... 21,143 10,585 2,226,745 111,031
Accrued expenses...................... 93,018 132,708 735,213 761,994
Accrued income taxes.................. 27,491 -- -- --
-------- -------- ---------- ----------
Total current liabilities............ 141,652 231,558 3,009,731 873,025
Long-term portion of notes payable.... 17,642 42,354 -- --
Deferred tax liability................ 15,211 19,393 22,953 22,432
-------- -------- ---------- ----------
Total liabilities.................... 174,505 293,305 3,032,684 895,457
-------- -------- ---------- ----------

Commitments and Contingencies (Notes 9
and 10)

Stockholders' equity:
Common stock, $0.011 par value;
1,000,000 shares authorized; 20,132
shares issued and outstanding for
1997, 13,421 shares issued and
outstanding for 1998, 1999 and
2000................................ 224 149 149 149
Paid-in capital....................... 7,776 1,140 1,140 1,140
Retained earnings..................... 546,386 619,226 882,558 882,259
-------- -------- ---------- ----------
Total stockholders' equity........... 554,386 620,515 883,847 883,548
-------- -------- ---------- ----------
Total liabilities and stockholders'
equity............................. $728,891 $913,820 $3,916,531 $1,779,005
======== ======== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-98
<PAGE>

INTEGRAL RESULTS, INC.
Statements of Operations

<TABLE>
<CAPTION>
For the
Eight Months For the Year For the Year For the One
Ended Ended Ended Month Ended
December 31, December 31, December 31, January 31,
1997 1998 1999 2000
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Revenues.................... $1,234,767 $2,188,229 $3,353,747 $236,749
Cost of revenue............. 474,314 725,132 1,322,482 78,813
---------- ---------- ---------- --------
Gross profit............... 760,453 1,463,097 2,031,265 157,936
General and administrative
expenses.................. 600,841 1,095,877 1,587,975 157,404
---------- ---------- ---------- --------
Income before provision for
income taxes............. 159,612 367,220 443,290 532
Provision for income taxes.. 66,806 138,542 179,958 831
---------- ---------- ---------- --------
Net income (loss)........... $ 92,806 $ 228,678 $ 263,332 $ (299)
========== ========== ========== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-99
<PAGE>

INTEGRAL RESULTS, INC.
Statements of Stockholders' Equity
For the Eight Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999,
and for the One Month Ended January 31, 2000

<TABLE>
<CAPTION>
Common Stock
-------------- Paid-in Retained
Shares Amount Capital Earnings Total
------ ------ ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Beginning balance, April 30,
1997........................... 20,132 $224 $ 7,776 $ 453,580 $ 461,580
Net income...................... -- -- -- 92,806 92,806
------ ---- ------- --------- ---------
Balance at December 31, 1997..... 20,132 224 7,776 546,386 554,386
Net income...................... -- -- -- 228,678 228,678
Purchase and retirement of
common stock.................. (6,711) (75) (6,636) (155,838) (162,549)
------ ---- ------- --------- ---------
Balance at December 31, 1998..... 13,421 149 1,140 619,226 620,515
Net income...................... -- -- -- 263,332 263,332
------ ---- ------- --------- ---------
Balance at December 31, 1999..... 13,421 149 1,140 882,558 883,847
Net loss........................ -- -- -- (299) (299)
------ ---- ------- --------- ---------
Balance at January 31, 2000...... 13,421 $149 $ 1,140 $ 882,259 $ 883,548
====== ==== ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-100
<PAGE>

INTEGRAL RESULTS, INC.
Statements of Cash Flows

<TABLE>
<CAPTION>
For the
Eight Months For the Year For the Year For the One
Ended Ended Ended Month Ended
December 31, December 31, December 31, January 31,
1997 1998 1999 2000
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)......... $ 92,806 $228,678 $ 263,332 $ (299)
Adjustments to reconcile
net income (loss) to net
cash provided by (used
in) operating
activities:
Depreciation............. 14,414 22,951 46,431 3,074
Loss (gain) on disposal
of fixed assets........ 2,155 (2,031) (17,031) --
Changes in operating
assets and liabilities:
Accounts receivable..... (270,948) 83,870 (2,549,845) 2,156,484
Allowance for doubtful
accounts receivable... -- -- 5,564 --
Income taxes
receivable............ -- (47,296) (194,274) 800
Deferred tax assets..... -- (13,861) (4,281) 552
Prepaids and other...... (1,915) 3,584 670 --
Other assets............ (16,920) (5,882) 3,025 --
Accounts payable........ (8,306) (10,558) 2,216,160 (2,115,714)
Accrued expenses........ 33,296 39,690 602,505 26,781
Accrued income taxes.... 27,491 (27,491) -- --
Deferred tax liability.. 3,351 4,182 3,560 (521)
-------- -------- ---------- ----------
Net cash provided by
(used in) operating
activities.......... (124,576) 275,836 375,816 71,157
-------- -------- ---------- ----------
Cash flows from investing
activities:
Purchase of property and
equipment............... (31,908) (20,395) (77,267) --
-------- -------- ---------- ----------
Cash flows from financing
activities:
Borrowings under notes
payable................. 17,642 132,549 -- --
Repayment of note
payable................. -- (19,572) (82,845) (47,773)
Purchase and retirement of
company stock........... -- (162,549) -- --
-------- -------- ---------- ----------
Net cash provided by
(used in) financing
activities.......... 17,642 (49,572) (82,845) (47,773)
-------- -------- ---------- ----------
Net (decrease) increase in
cash and cash
equivalents.............. (138,842) 205,869 215,704 23,384
Cash and cash equivalents,
beginning of period...... 198,115 59,273 265,142 480,846
-------- -------- ---------- ----------
Cash and cash equivalents,
end of period............ $ 59,273 $265,142 $ 480,846 $ 504,230
======== ======== ========== ==========
Supplemental Disclosures of
Cash Flow Information
Cash paid during the year
for:
Interest................. $ -- $ 1,428 $ 5,419 $ 604
======== ======== ========== ==========
Income taxes............. $ 39,315 $206,301 $ 381,260 $ --
======== ======== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-101
<PAGE>

INTEGRAL RESULTS, INC.

NOTES TO FINANCIAL STATEMENTS
For the Eight Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999,
and for the One Month Ended January 31, 2000
1.Background

Integral Results, Inc. (the "Company") is an e-business solutions
corporation that specializes in providing complete business and Web/business
intelligence system solutions for its clients.

The Company's staff includes experts in systems analysis, project
management, GUI and database design, data warehouse implementation and
training. The Company focuses on designing and developing dynamic business
intelligence and web applications that access corporate databases and provide
tangible business benefits to its clients. The Company uses a structured
methodology using a phased deliverable approach to ensure early user buy-in and
to produce a high quality product in a short timeframe.

Effective February 1, 2000, the Company was sold to Modis Professional
Services, Inc.

2.Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the historical position of the Company
prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Property and Equipment

Income Taxes

The Company uses Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 requires
recognition of deferred tax liabilities and assets for the expected future tax
consequence 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 differences between the financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse.

Revenue Recognition

The Company recognizes revenue at the time the consultation services are
provided to clients. In all such cases, the consultant is the Company's
employee, and all costs of employing the worker are the responsibility of the
Company and are included in the cost of revenue. In addition, when the Company
acts as an agent for software sales between the Company's client and third
party software distributors, the Company recognizes revenue at the time the
software is accepted by the clients.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

F-102
<PAGE>

INTEGRAL RESULTS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999,
and for the One Month Ended January 31, 2000

3.Related Party Transactions

In July 1998, the Company loaned $5,000 to one of its principal
shareholders. The balance of this note receivable was $5,000 at December 31,
1998, $0 at December 31, 1999, and $0 at January 31, 2000. No interest was
imputed on this note receivable.

In October 1998, the Company entered into an agreement to repurchase all of
the outstanding shares of stock (the "Stock Repurchase Agreement") held by a
shareholder for $170,000. Upon approval of this agreement by both parties, the
shareholder received $30,000 in cash and a note payable to receive twenty
monthly payments of $7,000. The balance of this note payable was $130,619 at
December 31, 1998 and $47,773 at December 31, 1999. Interest was imputed at an
interest rate of 7 percent.

In addition to the Stock Repurchase Agreement, the Company also agreed to
pay this former shareholder a bonus of $17,642 in annual installment payments
of $4,265 starting March 1999 and concluding in March 2002. The balance of this
note payable was $17,642 at December 31, 1997, $17,642 at December 31, 1998,
$13,377 at December 31, 1999. In January 2000, the Company repaid the
outstanding balance due on this note payable.

4.Property and Equipment

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
1997 1998 1999 2000
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Computer equipment................. $122,717 $137,402 $ 205,745 $ 205,745
Furniture and fixtures............. 15,980 16,102 25,024 25,025
-------- -------- --------- ---------
138,697 153,504 230,769 230,770
Less accumulated depreciation...... (68,974) (84,306) (113,705) (116,780)
-------- -------- --------- ---------
Net property and equipment......... $ 69,723 $ 69,198 $ 117,064 $ 113,990
======== ======== ========= =========
</TABLE>

5.Other Assets

Other assets consisted of the following:

<TABLE>
<CAPTION>
1997 1998 1999 2000
------- ------- ------- -------
<S> <C> <C> <C> <C>
Certificate of deposit..................... $17,000 $17,885 $18,679 $18,679
Notes receivable........................... 1,956 6,972 1,972 1,972
Security deposits.......................... 10,830 10,811 11,992 11,992
------- ------- ------- -------
$29,786 $35,668 $32,643 $32,643
======= ======= ======= =======
</TABLE>

6.Accrued Expenses

Accrued expenses consisted of the following:

<TABLE>
<CAPTION>
1997 1998 1999 2000
------- -------- -------- --------
<S> <C> <C> <C> <C>
Payroll and payroll taxes................ $33,636 $ 48,803 $159,889 $185,260
Bonuses.................................. -- -- 461,600 461,600
Commissions.............................. -- 21,100 18,528 5,791
Vacation pay............................. 37,238 31,750 39,531 42,499
Charitable contributions................. 18,000 29,540 46,000 46,000
Other accrued expenses................... 4,144 1,515 9,665 20,844
------- -------- -------- --------
$93,018 $132,708 $735,213 $761,994
======= ======== ======== ========
</TABLE>

F-103
<PAGE>

INTEGRAL RESULTS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1997, for the Years Ended December 1998
and 1999,
and for the One Month Ended January 31, 2000

7.Income Taxes

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
1997 1998 1999 2000
------- -------- -------- ----
<S> <C> <C> <C> <C>
Current:
Federal.................................... $49,345 $114,955 $139,108 $ --
State...................................... 14,110 33,266 41,571 800
------- -------- -------- ----
63,455 148,221 180,679 800
Deferred:
Federal.................................... 2,862 (8,269) (616) 37
State...................................... 489 (1,410) (105) (6)
------- -------- -------- ----
3,351 (9,679) (721) 31
------- -------- -------- ----
$66,806 $138,542 $179,958 $831
======= ======== ======== ====
</TABLE>

The difference between the actual tax provision and the tax provision
computed by applying the statutory federal income tax rate to income from
continuing operations before provision for income taxes is attributable to the
following:

<TABLE>
<CAPTION>
1997 1998 1999 2000
------------ -------------- ------------- ------------
Amount % Amount % Amount % Amount %
------- ---- -------- ---- -------- ---- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Tax computed using the
federal statutory
rate.................. $54,268 34.0% $124,855 34.0 % $150,718 34.0% $181 34.0%
State income taxes, net
of federal income tax
effect................ 9,313 5.8% 21,955 6.0 % 27,438 6.2% 528 99.2%
Permanent differences
and other............. 3,225 2.0% (8,268) (2.3)% 1,802 0.4% 122 22.9%
------- ---- -------- ---- -------- ---- ---- -----
$66,806 41.9% $138,542 37.7 % $179,958 40.6% $831 156.1%
======= ==== ======== ==== ======== ==== ==== =====
</TABLE>

The components of the deferred tax assets and liabilities recorded in the
accompanying balance sheets are as follows:

<TABLE>
<CAPTION>
1997 1998 1999 2000
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Gross deferred tax assets:
Allowance for doubtful accounts
receivable....................... $ 354 $ 354 $ 2,568 $ 2,568
Net operating losses............... -- -- -- 15,057
State taxes........................ -- 13,861 15,928 319
-------- -------- -------- --------
Total gross deferred tax assets... 354 14,215 18,496 17,944

Gross deferred tax liabilities:
Depreciation of fixed assets....... (15,211) (19,393) (22,953) (22,432)
-------- -------- -------- --------
Net deferred tax liability........ $(14,857) $ (5,178) $ (4,457) $ (4,488)
======== ======== ======== ========
</TABLE>

F-104
<PAGE>

INTEGRAL RESULTS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999,
and for the One Month Ended January 31, 2000

8.Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
1997 1998 1999 2000
------- -------- -------- ----
<S> <C> <C> <C> <C>
Note payable to shareholder, payable in
monthly installments of $7,000,
including interest at 7%, repaid in
2000.................................... $ -- $112,977 $ 34,396 $--

Note payable to shareholder, payable in
annual installments of $4,265, repaid in
2000.................................... $17,642 $ 17,642 $ 13,377 $--
------- -------- -------- ---
17,642 130,619 47,773 --
Less: Current Portion..................... (88,265) (47,773) --
------- -------- -------- ---
$17,642 $ 42,354 $ -- $--
======= ======== ======== ===
</TABLE>

9.Commitments and Contingencies

Leases

The Company leases its office space and certain office equipment under non-
cancelable operating leases. Total rent expense for these operating leases was
approximately $37,000 for the eight month period ended December 31, 1997,
$55,000 for the year ended December 31, 1998, $74,000 for the year ended
December 31, 1999 and $8,221 for the one month period ended January 31, 2000.
The following is a schedule of future minimum lease payments under such lease:

<TABLE>
<S> <C>
Year ended December 31:
2000............................................................ $128,120
2001............................................................ 156,413
2002............................................................ 92,797
--------
$377,330
========
</TABLE>

10.Concentration of Credit Risk

Three customers accounted for approximately 33%, 27% and 16% of the
Company's total revenues for the eight month period ended December 31, 1997
while four customers accounted for approximately 32%, 25%, 17% and 15% of the
Company's total accounts receivable at December 31, 1997. Five customers
accounted for approximately 23%, 18%, 13%, 11% and 11% of the Company's total
revenues for the year ended December 31, 1998 while four customers accounted
for approximately 31%, 20%, 16% and 14% of the Company total accounts
receivable at December 31, 1998. Three customers accounted for approximately
50%, 14% and 10% of the Company's total revenues for the year ended December
31, 1999 while one customer accounted for approximately 77% of the Company's
total accounts receivable at December 31, 1999. Finally, three customers
accounted for approximately 34%, 25% and 12% of the Company's total revenues
for the one month period ended January 31, 2000 while four customers accounted
for approximately 17%, 16%, 14% and 10% of the Company's total accounts
receivable at January 31, 2000.

F-105
<PAGE>

INTEGRAL RESULTS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Eight Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999,
and for the One Month Ended January 31, 2000

11.Employee Benefit Plan

The Company has a profit sharing plan with a 401(k) feature included in the
plan, which covers full-time employees of the Company over age twenty-one with
at least 90 days of employment. The plan allows eligible employees to
contribute up to 10% of compensation with the Company providing a discretionary
match of employee contributions. As of December 31, 1997, 1998, 1999 and
January 31, 2000, the Company had not made any matching contributions toward
the profit sharing plan.

12.Fair Value of Financial Instruments

The fair value of debt instruments is based on rates available to the
Company for debt with similar terms and maturities and approximates their
carrying amounts. The carrying amounts of certain of the Company's financial
instruments including cash, accounts receivable, accounts payable and other
accrued liabilities approximate fair value due to their short maturities.

F-106
<PAGE>

RAMWORKS, INC.

Report on Financial Statements

As of December 31, 1997 and for the Five Months Then Ended and as of December
31, 1998
and for the Year Then Ended and as of December 31, 1999 and for the Year Then
Ended
and as of May 12, 2000 and for the Period from January 1, 2000 to May 12, 2000

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
Report of Independent Certified Public Accountants....................... F-108
Financial Statements:
Balance Sheets as of December 31, 1997, 1998, and 1999, and May 12,
2000.................................................................. F-109
Statements of Operations for the Five Months Ended December 31, 1997,
for the Years Ended December 31, 1998 and 1999, and for the Period
from January 1, 2000 to May 12, 2000.................................. F-110
Statements of Stockholders' Equity for the Five Months Ended December
31, 1997, for the Years Ended December 31, 1998 and 1999, and for the
Period From January 1, 2000 to May 12, 2000........................... F-111
Statements of Cash Flows for the Five Months Ended December 31, 1997,
for the Years Ended December 31, 1998 and 1999 and for the Period from
January 1, 2000 to May 12, 2000....................................... F-112
Notes to Financial Statements............................................ F-113
</TABLE>

F-107
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholder of
Idea Integration Corp.

In our opinion, the accompanying balance sheets and the related statements
of operations, stockholder's equity and cash flows present fairly, in all
material respects, the financial position of Ramworks, Inc. (the "Company") at
December 31, 1997, 1998, and 1999 and May 12, 2000 and the results of its
operations and its cash flows for the five months ended December 31, 1997 and
for the years ended December 31, 1998 and 1999, and for the period from January
1, 2000 to May 12, 2000 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 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.

PricewaterhouseCoopers LLP

Jacksonville, Florida
July 28, 2000

F-108
<PAGE>

RAMWORKS, INC.
Balance Sheets

<TABLE>
<CAPTION>
December 31, December 31, December 31, May 12,
1997 1998 1999 2000
------------ ------------ ------------ --------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.... $ 73,996 $ 65,860 $ 25,751 $134,375
Accounts receivable (net of
allowance of $2,000 in
2000)...................... 79,580 103,230 254,617 305,741
Prepaid expenses and other... 3,385 4,933 5,211 9,795
-------- -------- --------- --------
Total current assets........ 156,961 174,023 285,579 449,911
Furniture, equipment, and
leasehold improvements,
net......................... 107,749 108,004 109,793 105,985
-------- -------- --------- --------
Total assets................ $264,710 $282,027 $ 395,372 $555,896
======== ======== ========= ========

LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
Accounts payable and accrued
expenses................... $ 989 $ 39,792 $ 6,737 $ --
Accrued payroll and related
taxes...................... 129,877 57,773 15,893 --
Notes payable--current
portion.................... -- 90,256 131,933 68,000
Note payable to related
party...................... 10,040 19,188 -- --
Deferred revenue............. -- 53,602 7,719 4,269
Profit sharing payable....... 81,210 -- -- --
-------- -------- --------- --------
Total current liabilities... 222,116 260,611 162,282 72,269
Note payable to related party,
long-term................... 9,976 -- -- --
Notes payable, long-term...... -- -- 519,750 488,500
-------- -------- --------- --------
Total liabilities........... 232,092 260,611 682,032 560,769
-------- -------- --------- --------

Stockholders' equity
(deficit):
Common stock, no par value... 25,204 25,204 -- --
Retained earnings
(accumulated deficit)...... 7,414 (3,788) (286,660) (4,873)
-------- -------- --------- --------
Total stockholders' equity
(deficit)................. 32,618 21,416 (286,660) (4,873)
-------- -------- --------- --------
Total liabilities and
stockholders' equity
(deficit)................. $264,710 $282,027 $ 395,372 $555,896
======== ======== ========= ========
</TABLE>
Commitment and contingencies
(Notes 4, 5 and 6)

The accompanying notes are an integral part of these financial statements.

F-109
<PAGE>

RAMWORKS, INC.
Statements of Operations

<TABLE>
<CAPTION>
For the
Five Months For the Year For the Year For the Period
Ended Ended Ended from
December 31, December 31, December 31, January 1, 2000
1997 1998 1999 to May 12, 2000
------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Revenue................. $ 663,361 $1,009,298 $1,514,164 $1,000,525
Cost of revenue......... 208,041 398,959 439,605 252,625
--------- ---------- ---------- ----------
Gross profit........... 455,320 610,339 1,074,559 747,900
General and
administrative
expenses.............. 663,640 598,497 710,012 348,915
--------- ---------- ---------- ----------
Income (loss) from
operations............ (208,320) 11,842 364,547 398,985
--------- ---------- ---------- ----------
Other income (expense)
Interest expense....... (2,048) (4,583) (42,924) (18,851)
Loss on disposal of
assets............... -- (13,616) -- --
Other.................. 2,535 (4,845) 301 1,653
--------- ---------- ---------- ----------
Total other income
(expense)........... 487 (23,044) (42,623) (17,198)
--------- ---------- ---------- ----------
Net income (loss)....... $(207,833) $ (11,202) $ 321,924 $ 381,787
========= ========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-110
<PAGE>

RAMWORKS, INC.
Statements of Stockholders' Equity
For the Five Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999
and for the Period from January 1, 2000 to May 12, 2000

<TABLE>
<CAPTION>
Common Stock Shares
---------------------- Common Retained
Authorized Outstanding Stock Earnings Total
---------- ----------- ------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balance at July 31,
1997.................. 250 250 $25,204 $ 215,247 $ 240,451
Net loss............... -- -- -- (207,833) (207,833)
------- ------- ------- --------- ---------
Balance at December 31,
1997.................. 250 250 25,204 7,414 32,618
400 for 1 stock split... 100,000 100,000 -- -- --
Net loss............... -- -- -- (11,202) (11,202)
------- ------- ------- --------- ---------
Balance at December 31,
1998.................. 100,000 100,000 25,204 (3,788) 21,416
Repurchase of common
stock................ -- (63,000) (25,204) (604,796) (630,000)
Net income............. -- -- -- 321,924 321,924
------- ------- ------- --------- ---------
Balance at December 31,
1999.................. 100,000 37,000 -- (286,660) (286,660)
Distributions.......... -- -- -- (100,000) (100,000)
Net income............. -- -- -- 381,787 381,787
------- ------- ------- --------- ---------
Balance at May 12,
2000.................. 100,000 37,000 $ -- $ (4,873) $ (4,873)
======= ======= ======= ========= =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-111
<PAGE>

RAMWORKS, INC.
Statements of Cash Flows

<TABLE>
<CAPTION>
For the
Five Months For the Year For the Year For the Period
Ended Ended Ended from
December 31, December 31, December 31, January 1, 2000
1997 1998 1999 to May 12, 2000
------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss)....... $(207,833) $(11,202) $ 321,924 $ 381,787
Adjustments to reconcile
net income (loss) to
net cash provided by
(used in) operating
activities:
Depreciation and
amortization......... 9,002 29,621 35,134 13,983
Loss on disposal of
assets............... -- 13,616 -- --
Provision for doubtful
accounts............. -- -- -- 2,000
Changes in operating
assets and
liabilities:
Accounts receivable... 65,203 (23,650) (151,387) (53,124)
Prepaid expenses and
other............... 19,676 (1,548) (278) (4,584)
Accounts payable and
accrued expenses.... (6,000) 38,803 (33,055) (6,737)
Accrued payroll and
related taxes....... 109,908 (72,104) (41,880) (15,893)
Deferred revenue...... -- 53,602 (45,883) (3,450)
Profit sharing
payable............. 81,210 (81,210) -- --
--------- -------- --------- ---------
Net cash provided by
(used in) operating
activities......... 71,166 (54,072) 84,575 313,982
--------- -------- --------- ---------
Cash flows from investing
activities:
Purchase of furniture,
equipment, and
leasehold
improvements.......... (38,290) (43,492) (36,923) (10,175)
--------- -------- --------- ---------
Cash flows from financing
activities:
Principal payments on
notes payable......... (52,340) (10,040) (87,761) (95,183)
Borrowings on notes
payable............... -- 99,468 -- --
Distributions to
owners................ -- -- -- (100,000)
--------- -------- --------- ---------
Net cash provided by
(used in) financing
activities.......... (52,340) 89,428 (87,761) (195,183)
--------- -------- --------- ---------
Net increase (decrease)
in cash and cash
equivalents............ (19,464) (8,136) (40,109) 108,624
Cash and cash
equivalents, beginning
of period.............. 93,460 73,996 65,860 25,751
--------- -------- --------- ---------
Cash and cash
equivalents, end of
period................. $ 73,996 $ 65,860 $ 25,751 $ 134,375
========= ======== ========= =========
Supplemental disclosures
of cash information:
Cash paid for
interest............ $ 2,048 $ 4,583 $ 42,924 $ 18,851
========= ======== ========= =========
</TABLE>

Supplemental schedule of noncash financing activities:

In 1999, the Company reacquired the shares of a former shareholder through the
issuance of a note payable in the amount of $630,000.

The accompanying notes are an integral part of these financial statements.

F-112
<PAGE>

RAMWORKS, INC.

NOTES TO FINANCIAL STATEMENTS
For the Five Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999 and for the Period from January 1, 2000 to May 12, 2000

1. Background

Ramworks, Inc. (the "Company") is a web design company established in 1989.
The Company was founded as a graphic design studio and has evolved into a
leading web developing enterprise. The Company has a national client base that
ranges from Fortune 500 companies to small businesses. The Company creates web-
based applications for its clients to stimulate internet traffic and generate
transactions. In addition, the Company partners with clients and agencies to
build brands on the web and to aid clients in the B2B and B2C migration.

Effective May 13, 2000, the Company was sold to Modis Professional Services,
Inc.

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements reflect the historical position of the Company
prior to the sale to Modis Professional Services, Inc.

Cash and Cash Equivalents

Cash and cash equivalents include deposits in banks and short-term
investments with original maturities of 90 days or less when purchased.

Furniture, Equipment and Leasehold Improvements

Furniture, equipment and leasehold improvements are recorded at cost less
accumulated depreciation and amortization. Depreciation of furniture and
equipment is computed using the straight-line method over their estimated
useful lives, ranging from 5 to 10 years. Amortization of leasehold
improvements is computed using the straight-line method over the useful life of
the asset ranging from 5 to 39 years or the term of the lease, whichever is
shorter.

Income Taxes

The Company operates under the Treasury Department regulations for a
Subchapter S Corporation. The Company's federal income tax liability and
certain state income tax liabilities are passed through to the individual
shareholders and, accordingly, no provision for these income taxes has been
recorded in the accompanying financial statements.

Revenue Recognition

The Company recognizes revenue at the time services are provided to clients.
The Company has recorded deferred revenue for billings made prior to the
performance of services.

Pervasiveness of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance
sheet. Although management believes these estimates and assumptions are
adequate, actual results may differ from the estimates and assumptions used.

F-113
<PAGE>

RAMWORKS, INC.

NOTES TO FINANCIAL STATEMENTS
For the Five Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999 and for the Period from January 1, 2000 to May 12, 2000 2000

3. Furniture, Equipment, and Leasehold Improvements

Furniture, equipment, and leasehold improvements consisted of the following
at December 31, 1997, 1998, 1999 and May 12, 2000.
<TABLE>
<CAPTION>
1997 1998 1999 2000
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Computer equipment................ $103,934 $111,374 $139,856 $ 150,032
Software.......................... 15,019 11,835 18,327 18,327
Office equipment.................. 17,841 18,852 19,597 19,597
Office furniture.................. 25,693 14,497 15,701 15,701
Leasehold improvements............ 13,467 13,467 13,467 13,467
-------- -------- -------- ---------
175,954 170,025 206,948 217,124
Less accumulated depreciation and
amoritization................... (68,205) (62,021) (97,155) (111,139)
-------- -------- -------- ---------
Furniture, equipment, and
leasehold improvements, net..... $107,749 $108,004 $109,793 $ 105,985
======== ======== ======== =========
</TABLE>

4.Commitments and Contingencies

Operating Leases

The Company leases office equipment and office space under non-cancelable
operating leases. Total rent expense for the operating leases was approximately
$16,000 for the five months ended December 31, 1997 and $39,000 for the year
ended December 31, 1998 and $44,000 for the year ended December 31, 1999 and
$20,000 for the period from January 1, 2000 to May 12, 2000. The following is a
schedule of future minimum lease payments under such leases:

<TABLE>
<S> <C>
Year ended December 31:
2000............................................................. $ 2,000
2001............................................................. 2,000
2002............................................................. 2,000
2003............................................................. 2,000
2004............................................................. 2,000
-------
$10,000
=======
</TABLE>

5. Notes Payable

Notes payable at December 31, 1998, December 31, 1999 and May 12, 2000:

<TABLE>
<CAPTION>
1998 1999 2000
-------- --------- --------
<S> <C> <C> <C>
Note payable under lines of credit due on
demand with interest due monthly at 1.5%
over prime rate............................ $ 90,256 $ 68,933 $ --
Note payable to former shareholder with
escalating principal payments beginning at
$5,250 plus interest due monthly at 7%..... -- 582,750 556,500
-------- --------- --------
90,256 651,683 556,500
Current portion of notes payable............. (90,256) (131,933) (68,000)
-------- --------- --------
Long-term portion of notes payable........... $ -- $ 519,750 $488,500
======== ========= ========
</TABLE>

F-114
<PAGE>

RAMWORKS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Five Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999 and for the Period from January 1, 2000 to May 12, 2000

The Company had two individual bank operating lines of credit in the amounts
of $100,000 and $25,000. Payment of any outstanding balance on the line, plus
interest at 1.5% over the prime rate, was due on demand. The line was
collateralized by the accounts receivable of the Company. The lines of credit
were closed on February 25, 2000.

On April 4, 1999, a stockholder sold 63,000 shares in the Company in
exchange for a promissory note in the amount of $630,000.

Future maturities of the notes payable are as follows:

<TABLE>
<S> <C>
Year ended May 12:
2001............................................................ $ 68,000
2002............................................................ 93,000
2003............................................................ 104,000
2004............................................................ 159,000
2005............................................................ 132,500
--------
$556,500
========
</TABLE>

The Company had an uncollateralized note payable to a related party with
principal plus interest due monthly at 8%. The final installment of the note
was repaid in 1999.

6.Concentration of Credit Risk

Two customers accounted for approximately 56% and 37% of the Company's total
revenues for the five months ended December 31, 1997 and approximately 53% and
27% of the Company's total accounts receivable at December 31, 1997. Four
customers accounted for approximately 22%, 14%, 14% and 10% of the Company's
total revenues for the year ended December 31, 1998, while three customers
accounted for approximately 32%, 30% and 16% of the Company's total accounts
receivable at December 31, 1998. Four customers accounted for approximately
25%, 14%, 13% and 11% of the Company's total revenues for the year ended
December 31, 1999, while three customers accounted for approximately 32%, 29%
and 19% of the Company's total accounts receivable at December 31, 1999. Two
customers accounted for approximately 41% and 18% of the Company's total
revenues for the period from January 1, 2000 to May 12, 2000, while four
customers accounted for approximately 35%, 16%, 13% and 12% of the Company's
total accounts receivable at May 12, 2000.

7.Employee Benefit Plan

Profit Sharing Plan

The Company has a profit sharing plan with a 401(k) feature included in the
plan, which covers employees of the Company over age twenty-one with at least
twelve consecutive months of employment and 1,000 hours of service. The plan
allows eligible employees to contribute a percentage of their compensation with
the

F-115
<PAGE>

RAMWORKS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
For the Five Months Ended December 31, 1997, for the Years Ended December 31,
1998 and 1999 and for the Period from January 1, 2000 to May 12, 2000

Company providing a match of 50% of contributions up to 8% of eligible
compensation. The Company contributed approximately $3,000 for 1997, $89,000
for 1998, $10,000 for 1999 and $6,000 for the period from January 1, 2000 to
May 12, 2000.

8.Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial statements including
cash, accounts receivable, accounts payable and other accrued liabilities
approximate fair value due to their short maturities.

F-116
<PAGE>

INSIDE BACK COVER PAGE

The upper left corner contains the phrase "Top Clients" in large underlined
lettering. Beneath this phrase is the following list of names separated by
bullets: Compaq, Lucent, AT&T, Motorola, JC Penney, and KPN Qwest.

Centered in the middle of the page in large lettering is the phrase "Great
e-Business Ideas Demand Great Execution." Centered at the bottom of the page is
the logo "idea.com/TM/."

<PAGE>

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

, 2000

[IDEA INTEGRATION LOGO]

Shares of Common Stock

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

PROSPECTUS

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

Robertson Stephens
Banc of America Securities LLC
SG Cowen
Legg Mason Wood Walker
Incorporated
The Robinson-Humphrey Company

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Idea Integration in
connection with the sale of common stock being registered. All amounts are
estimates except the SEC registration fee and the NASD filing fees.

<TABLE>
<S> <C>
SEC Registration fee................................................... $27,324
NASD fee............................................................... *
Nasdaq National Market................................................. *
Printing and engraving................................................. *
Legal fees and expenses................................................ *
Accounting fees and expenses........................................... *
Transfer agent and Registrar fees and expenses......................... *
Miscellaneous expenses................................................. *
-------
*
Total................................................................ *
</TABLE>
--------
*To be provided by amendment.

ITEM 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise), against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
such person serving in any such capacity who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.

Idea Integration's certificate of incorporation and bylaws provide that
indemnification shall be to the fullest extent permitted by the DGCL for all
current or former directors or officers of Idea Integration.

As permitted by the DGCL, the certificate of incorporation provides that
directors of Idea Integration shall have no personal liability to Idea
Integration or its stockholders for monetary damages for breach of

II-1
<PAGE>

fiduciary duty as a director, except (1) for any breach of the director's duty
of loyalty to Idea Integration or its stockholders, (2) for acts or omissions
not in good faith or which involve intentional misconduct or knowing violation
of law, (3) under Section 174 of the DGCL or (4) for any transaction from which
a director derived an improper personal benefit.

Prior to the consummation of this offering, Idea Integration will enter into
indemnification agreements with each of its directors and executive officers.
The form of indemnity agreement will provide that Idea Integration will
indemnify its directors and executive officers for expenses incurred because of
their status as a director or executive officer, to the fullest extent
permitted by Delaware law.

ITEM 15. Recent Sales of Unregistered Securities.

Idea Integration has not sold any securities, registered or otherwise,
within the past three years, except as set forth below.

As of , 2000, Idea Integration has granted to employees options to
purchase shares of common stock under the Idea Integration Omnibus Incentive
Plan. The grants were exempt from the registration requirement of the
Securities Act by virtue of Rule 701 thereunder and Section 4(2) thereof.

ITEM 16. Exhibits and Financial Statement Schedules

(a) Exhibits

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

2.1 Form of Agreement and Plan of Reorganization

3.1 Form of Amended and Restated Certificate of Incorporation

3.2 Form of Restated Bylaws

4.1 Form of Common Stock Certificate

5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10.1 Employment Agreement between Idea Integration Corp. and Timothy D.
Payne

10.2 Employment Agreement between Idea Integration Corp. and Alan Synder

10.3 Employment Agreement between Idea Integration Corp. and Robert P.
Crouch

10.4 Employment Agreement between Idea Integration Corp. and Pamela R.
Krulitz

10.5 Employment Agreement between Idea Integration Corp. and John L.
Marshall III

10.6 Form of Services Agreement

10.8 Registrant's Omnibus Incentive Plan

10.9 Form of Employee Benefits Agreement

10.10 Form of Strategic Marketing and Referral Agreement

10.11 Form of Tax Disaffiliation Agreement

10.12 Form of Real Estate Matters Agreement

10.13 Form of Indemnification Agreement between Registrant and each of its
Executive Officers and Directors

21.1 Subsidiaries of Registrant
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.1)

23.2 Consent of Pricewaterhouse Coopers LLP

23.3 Consent of Arthur Andersen LLP

24.1 Power of Attorney (included in signature page)

27.1 Financial Data Schedule

99.1 Consent of Nominee for Director dated August 7, 2000 (Michael L.
Huyghue)

99.2 Consent of Nominee for Director dated August 5, 2000 (George J.
Mitchell)

99.3 Consent of Nominee for Director dated August 6, 2000 (Jon E. Elias)
</TABLE>

(b) Financial Statement Schedule

All schedules have been omitted since they are not required or are not
applicable or the required information is shown in the financial statements or
related notes.

ITEM 17. Undertakings

The registrant hereby undertakes:

(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the 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.

(b) To provide to the underwriter(s) at the closing specified in the
underwriting agreements, certificates in such denominations and registered in
such names as required by the underwriter(s) to permit prompt delivery to each
purchaser.

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

(d) 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-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida, on this 11th day of August 2000.

Idea Integration Corp.

/s/ Timothy D. Payne
By: _________________________________
Timothy D. Payne
Chairman and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints and hereby authorizes Robert P. Crouch and John
L. Marshall III, severally, such person's true and lawful attorneys-in-fact,
with full power of substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign on such
person's behalf, individually and in each capacity stated below, any and all
amendments, including post-effective amendments to this registration statement
and to sign any and all additional registration statements relating to the same
offering of securities as this registration statement that are filed pursuant
to Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<S> <C> <C>
/s/ Timothy D. Payne Chairman and Chief August 11, 2000
______________________________________ Executive Officer
Timothy D. Payne (Principal Executive
Officer)

/s/ Derek E. Dewan Vice Chairman of the Board August 11, 2000
______________________________________
Derek E. Dewan

/s/ Robert P. Crouch Senior Vice President, August 11, 2000
______________________________________ Chief Financial Officer,
Robert P. Crouch and Treasurer (Principal
Financial Officer)

/s/ Peter J. Tanous Director August 11, 2000
______________________________________
Peter J. Tanous

/s/ John R. Kennedy Director August 11, 2000
______________________________________
John R. Kennedy

/s/ Dean J. Curtis Vice President and August 11, 2000
______________________________________ Corporate Controller
Dean J. Curtis (Principal Accounting
Officer)
</TABLE>

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<PAGE>

INDEX TO EXHIBITS

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

2.1 Form of Agreement and Plan of Reorganization*

3.1 Form of Amended and Restated Certificate of Incorporation*

3.2 Form of Restated Bylaws*

4.1 Form of Common Stock Certificate*

5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.*

10.1 Employment Agreement between Idea Integration Corp. and Timothy D.
Payne*

10.2 Employment Agreement between Idea Integration Corp. and Alan Synder*

10.3 Employment Agreement between Idea Integration Corp. and Robert P.
Crouch*

10.4 Employment Agreement between Idea Integration Corp. and Pamela R.
Krulitz*

10.5 Employment Agreement between Idea Integration Corp. and John L.
Marshall III*

10.6 Form of Services Agreement*

10.8 Registrant's Omnibus Incentive Plan*

10.9 Form of Employee Benefits Agreement*

10.10 Form of Strategic Marketing and Referral Agreement*

10.11 Form of Tax Disaffiliation Agreement*

10.12 Form of Real Estate Matters Agreement*

10.13 Form of Indemnification Agreement between Registrant and each of its
Executive Officers and Directors*

21.1 Subsidiaries of Registrant*

23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit
5.1)

23.2 Consent of Pricewaterhouse Coopers LLP

23.3 Consent of Arthur Andersen LLP

24.1 Power of Attorney (included in signature page)

27.1 Financial Data Schedule

99.1 Consent of Nominee for Director dated August 7, 2000 (Michael L.
Huyghue)

99.2 Consent of Nominee for Director dated August 5, 2000 (George J
Mitchell)

99.3 Consent of Nominee for Director dated August 6, 2000 (Jon E. Elias)
</TABLE>
--------
*To be filed by amendment

II-5