BUSINESS RESOURCE GROUP, SC TO-T/A, 2000-08-04

BUSINESS RESOURCE GROUP
SC TO-T/A, 2000-08-04
FURNITURE & HOME FURNISHINGS

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

SCHEDULE TO
(RULE 14D-100)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

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

AMENDMENT NO. 1

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

BUSINESS RESOURCE GROUP
(NAME OF SUBJECT COMPANY (ISSUER))
BRG ACQUISITION CORPORATION
BUSINESS RESOURCE HOLDINGS, INC.
BR HOLDINGS LLC
THREE CITIES FUND III, L.P.
(OFFERORS)

(NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER, OR OTHER
PERSON))
------------------------

COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

12329K 10 4
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------

<TABLE>
<S> <C>
J. WILLIAM UHRIG With copies to:
BRG ACQUISITION CORPORATION DAVID W. BERNSTEIN, ESQ.
C/O THREE CITIES RESEARCH, INC. CLIFFORD CHANCE ROGERS & WELLS LLP
650 MADISON AVENUE, 200 PARK AVENUE,
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10166-0153
(212) 838-9660 (212) 878-8000
</TABLE>

(NAME, ADDRESS AND TELEPHONE NO. OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
------------------------

CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
TRANSACTION VALUATION AMOUNT OF FILING FEE
<S> <C>
$58,987,425.75 $11,797.49
</TABLE>

(1) Calculated in accordance with Rule 0-11(d) under the Securities Exchange Act
of 1934 solely for purposes of computing the filing fee; based upon the
tender offer price of $9.25 cash per share and 6,377,019 shares of common
stock (including options to purchase shares of common stock) outstanding and
not already owned by Offeror group immediately prior to the expiration of
the tender offer.

(2) Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 6,377,019 shares of Common Stock, par value
$0.01 per share, of Business Resource Group (the "Common Shares") at a price
per share of $9.25 in cash. Such number of shares represents all of the
shares and options outstanding as of June 29, 2000, less 319,168 Common
Shares to be separately contributed to the Offeror group immediately prior
to the expiration of the tender offer.

/x/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the offsetting fee with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form of Schedule and the date of its filing.
$9,212 of the filing fee was previously paid with the initial filing of the
Schedule TO.

<TABLE>
<S> <C>
Amount Previously Paid: $9,212 Filing Parties: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>

/ / Check the box if the filing relates solely to preliminary communications
made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:
/x/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
<PAGE>
SCHEDULE TO

This Tender Offer Statement on Schedule TO, as amended, relates to the
offer by BRG Acquisition Corporation, a Delaware corporation ("Purchaser"), to
purchase all of the outstanding common shares, $0.01 par value per share (each a
"Common Share"), of Business Resource Group, a California corporation (the
"Company"), which as of July 7, 2000 the Purchaser did not own or have
agreements to own at $9.25 per Common Share, net to the seller in cash, without
interest (the "Per Share Amount"), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated July 14, 2000 (the "Offer to
Purchase"), a copy of which is attached hereto as Exhibit (a)(1), and in the
related Letter of Transmittal, a copy of which is attached hereto as Exhibit
(a)(2) (the "Letter of Transmittal").

The information in the Amended Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference in answer to each of the Items 1
through 13 of Schedule TO, except that, to the extent that a partial answer is
here given to any of those Items, the information contained in the Offer to
Purchase and Letter of Transmittal is incorporated herein by reference in
partial answer to those Items.

In response to Item 13 of Schedule 13E-3, the Company's audited financial
statements as of and for the years ended October 31, 1998 and 1999 are
incorporated herein by reference to Item 8 of the Company's Annual Report on
Form 10-K for the year ended October 31, 1999, as filed with the Securities and
Exchange Commission (the "Commission") on January 1, 2000. Also in response to
Item 13 of Schedule 13E-3, the Company's unaudited financial statements as of
and for the quarter and six months ended April 30, 2000 are incorporated herein
by reference to Part I, Item 1 of the Company's Quarterly Report on Form 10-Q
for the six months ended April 30, 1999 filed with the Commission on June 14,
2000.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.

(c) Business and Backgrounds of Natural Persons. During the last five
years, neither the Purchaser nor, to the best of Purchaser's knowledge, any of
the persons listed in Schedule I to the Offer to Purchase (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) was a party to a proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a) Transactions. (2) The Purchaser has agreed to employ four officers
and/or directors of the Company (together, the "Managers") if and when the
Company is merged with the Purchaser. At that time, the Managers and their
annual base salaries (in addition to participation in an incentive stock program
and eligibility for bonuses based on operating earnings of the company surviving
that merger) are as follows: (i) Jack Peth $375,000; (ii) Brian McNay $525,000;
(iii) Jeff Tuttle $300,000; and (iv) John Palmer $160,000. Additional details
concerning their compensation arrangements and equity interests are set forth in
the Offer to Purchase and the exhibits to this Schedule TO.

(b) Significant Corporate Events. None

2
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities Ownership. None.

(b) Securities Transactions. None.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, Regulatory Requirements, and Legal Proceedings. Not
applicable.

(b) Not applicable.

ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------------------------------------------------
<S> <C> <C>
(a)(1) -- Offer to Purchase, dated July 14, 2000, as amended on August 4, 2000.
(a)(2) -- Form of Letter of Transmittal.*
(a)(3) -- Form of Notice of Guaranteed Delivery.*
(a)(4) -- Form of letter, dated July 14, 2000, to brokers, dealers, commercial banks, trust companies and
other nominees.*
(a)(5) -- Form of letter to be used by brokers, dealers, commercial banks, trust companies and nominees to
their clients.*
(a)(6) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(7) -- Form of Summary Advertisement, dated July 14, 2000.*
(b) -- Commitment Letter executed by Comerica Bank--California.
(c)(1) -- Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
(c)(2) -- Merrill Lynch Board Presentation.
(d)(1) -- Plan and Agreement of Merger, dated July 7, 2000, between the Company and the Purchaser.*
(d)(2) -- Share Exchange Agreements:*
(i) Share Exchange Agreement, dated July 7, 2000, between BR Holdings LLC and Brian McNay;
(ii) Share Exchange Agreement, dated July 7, 2000, between BR Holdings LLC and Jeff Tuttle;
(d)(3) -- Commitment Letter, dated as of July 7, 2000, by John Palmer for benefit of Purchaser.*
(d)(4) -- Form of Peth Deferred Compensation Agreement, dated as of July 7, 2000.*
(d)(5) -- Employment Agreement between Jeff Tuttle and the Purchaser dated as of July 7, 2000.*
(d)(6) -- Employment Agreement between Jack Peth and the Purchaser dated as of July 7, 2000.*
(d)(7) -- Employment Agreement between John Palmer and the Purchaser dated as of July 7, 2000.*
(d)(8) -- Employment Agreement between Brian McNay and the Purchaser dated as of July 7, 2000.*
(e) -- None.
(f) -- See Offer to Purchase (filed herewith as Exhibit (a)(1)), including Schedule II and Schedule III
thereto.
(g) -- See Offer to Purchase (filed herewith as Exhibit (a)(1).
(h) -- None requested or provided.
</TABLE>

------------------
*

Previously filed.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

Item 4. Terms of the Transaction

(1004)(c), (1004)(f) Different Terms; Eligibility for Listing or
Trading. Not applicable.

(1004)(e) Provisions for Unaffiliated Security Holders. None.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(1005c) Negotiations or Contracts. The filing parties are not aware of any
matters to be disclosed on this Item (5)(c) other than that disclosed in the
Offer to Purchase attached hereto as Exhibit (a)(1).

3
<PAGE>
Item 6. Purposes of the Transaction and Plans or Proposals.

(1006c8) Upon completion of the tender offer, Purchaser may cause the
suspension of the Company's obligation to file reports under section 15(d) of
the Exchange Act.

Item 7. Purposes, Alternatives, Reasons and Effects.

(1013) Purposes, Alternatives, Reasons and Effects in a Going-Private
Transaction. TCR (which advises Three Cities Fund III and caused BR Holdings,
Holdings, Inc. and the Purchaser to be formed for the purpose of participating
in the acquisition of the Company) believes that if the Company is not publicly
traded, and therefore is not required to focus on short term operating results,
there is a substantial possibility of a significant increase in the Company's
long term profitability, and therefore its long term value. Because BR Holdings,
through Holdings, Inc. will own 100% of the comany which survives the merger of
the Purchaser and the Company, they will own 100% of the net earnings and net
assets of the Company which survives that merger. The historical net income and
shareholders equity of the Company is shown under "Selected Consolidated
Financial Data" on page 16 of the Offer to Purchase. However, exercises of
options which will be given to key employees of the Company could reduce the
ownership by BR Holdings and Holdings Inc. of the Company, and therefore their
interest in its net earnings and net assets, to 88%. Three Cities Fund III will
own approximately 94% of BR Holdings, and therefore will indirectly own 94% of
the interest of BR Holdings and Holdings Inc. in the Company and in its net
earnings and net units. Ultimately, Three Cities Fund III and the other holders
of interests in BR Holdings will receive the benefits of any increase in the
value of the Company. However, there is no guarantee that the value of the
Company will increase enough to justify the substantial investment Three Cities
Fund III will be making to acquire its interest in the Company, and it is
possible that the value of the Company will decline, not increase. The Purchaser
has not considered nor rejected alternative means to accomplish its objectives
with regard to the Company.

Neither the purchase of the shares which are tendered in response to the
Offer nor the Merger will be a taxable event with regard to the Company, Three
Cities Fund, BR Holdings, Holdings, Inc. or the Purchaser.

Item 8. Fairness of the Transaction.

(1014)(c) Approval of Security Holders. The information set forth in the
Offer to Purchase is incorporated by reference. Three Cities Fund (and therefore
BR Holdings, Holdings, Inc. and the Purchaser) did not consider any other
factors relating to the fairness of the transaction (including any of the other
factors set forth in general instruction (2) to Item 1014 of Regulation M.A)
because they were not relevant to the decisions as to whether Three Cities Fund
wanted to acquire the Company and the price it was willing to pay for it.
Information regarding factors considered by the Company is incorporated by
reference to the Company's Schedule 14D-9 dated July 21, 2000, as amended dated
August 2, 2000.

(1014)(f) Other Offers. N/A

Item 9. Reports, Opinions, Appraisals and Negotiations.

(1015)(b) Preparer and Summary of the Report, Opinion, or Appraisal. See
Exhibit (c).

Item 12. The Solicitation or Recommendation. The information set forth in
the Offer to Purchase is incorporated by reference.

Item 14. The Solicitation or Recommendation. The information set forth in
the Offer to Purchase is incorporated by reference.

4
<PAGE>
SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: August 4, 2000

BRG ACQUISITION CORPORATION
By: /s/ Jeanette Welsh________________
Name: Jeanette Welsh
Title: Secretary and Treasurer

BUSINESS RESOURCE HOLDINGS, INC.
By: /s/ Jeanette Welsh________________
Name: Jeanette Welsh
Title: Secretary and Treasurer

BR HOLDINGS LLC
By: /s/ Jeanette Welsh________________
Name: Jeanette Welsh
Title: Secretary and Treasurer

THREE CITIES FUND III, L.P.
By: TCR Associates III, L.L.C.
its general partner

By: TCR GP, L.L.C.
its Managing Member

By: /s/ Willem de Vogel____________
Name: Willem de Vogel
Title: Managing Member

5
<PAGE>
EXHIBIT INDEX

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* Previously filed.

6
<PAGE>

AMENDED
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
BUSINESS RESOURCE GROUP
BY
BRG ACQUISITION CORPORATION
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
BR HOLDINGS LLC
WHICH IS MAJORITY-OWNED BY
THREE CITIES FUND III, L.P.
FOR
$9.25 NET PER SHARE

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME,
ON FRIDAY, AUGUST 11, 2000, UNLESS THE OFFER IS EXTENDED.

THIS OFFER IS BEING MADE IN ACCORDANCE WITH A PLAN AND AGREEMENT OF MERGER
(THE "MERGER AGREEMENT"), DATED AS OF JULY 7, 2000, BETWEEN BUSINESS RESOURCE
GROUP (THE "COMPANY") AND BRG ACQUISITION CORPORATION (THE "PURCHASER"). THE
BOARD OF DIRECTORS OF THE COMPANY, BASED ON A RECOMMENDATION OF A SPECIAL
COMMITTEE, (1) HAS UNANIMOUSLY (WITH THE THREE DIRECTORS WHO WILL ACQUIRE
INTERESTS IN ONE OR BOTH OF THE PURCHASER'S PARENTS BEING ABSENT OR NOT VOTING)
APPROVED THE MERGER AGREEMENT, THE OFFER AND A MERGER OF THE COMPANY AND THE
PURCHASER (THE "MERGER") IN WHICH, IF THE MERGER TAKES PLACE, THE STOCKHOLDER OF
THE PURCHASER WILL BECOME THE SOLE STOCKHOLDER OF THE MERGED COMPANY AND THE
SHAREHOLDERS OF THE COMPANY (OTHER THAN THE PURCHASER AND ITS STOCKHOLDER) WILL
RECEIVE THE SAME AMOUNT OF CASH PER COMMON SHARE AS IS PAID FOR SHARES PURCHASED
THROUGH THE OFFER, (2) HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY'S SHAREHOLDERS (OTHER THAN
THE PURCHASER, ITS PARENT AND THE EXECUTIVE OFFICERS OF THE COMPANY WHO WILL BE
EXCHANGING THEIR SHARES FOR INTERESTS IN THE PURCHASER'S PARENT) AND
(3) RECOMMENDS THAT SHAREHOLDERS TENDER THEIR SHARES IN RESPONSE TO THE OFFER.

THIS OFFER IS CONDITIONED ON AT LEAST 51% OF THE OUTSTANDING SHARES THE
PURCHASER OR ITS PARENT DOES NOT OWN OR HAVE AGREEMENTS TO PURCHASE IMMEDIATELY
BEFORE THE TENDER OFFER EXPIRES, OR SUCH GREATER NUMBER OF SHARES AS WILL
INCREASE THE OWNERSHIP OF THE PURCHASER AND ITS PARENT TO 53.5% OF THE
OUTSTANDING SHARES, BEING PROPERLY TENDERED AND NOT WITHDRAWN. THE PURCHASER MAY
NOT, WITHOUT THE COMPANY'S CONSENT, WAIVE THE CONDITION REGARDING TENDER OF AT
LEAST 51% OF THE SHARES THE PURCHASER OR ITS PARENT DOES NOT OWN OR HAVE
AGREEMENTS TO PURCHASE IMMEDIATELY PRIOR TO THE EXPIRATION OF THIS OFFER. THIS
OFFER IS NOT CONDITIONED ON THE ABILITY OF THE PURCHASER TO OBTAIN FINANCING
(BUT IT IS SUBJECT TO SOME OTHER CONDITIONS--SEE SECTION 11). TWO EXECUTIVE
OFFICERS OF THE COMPANY HAVE AGREED TO TRANSFER APPROXIMATELY 6% OF THE
CURRENTLY OUTSTANDING COMMON STOCK TO THE PURCHASER'S PARENT, IMMEDIATELY BEFORE
THE PURCHASER ACCEPTS THE TENDERED SHARES IN EXCHANGE FOR INTERESTS IN THE
PARENT. THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS HAVE AGREED, OR SAID THEY
INTEND, TO TENDER IN RESPONSE TO THE TENDER OFFER ALL THE ADDITIONAL SHARES THEY
OWN OR WILL ACQUIRE BY EXERCISING OPTIONS (WHICH WILL TOTAL APPROXIMATELY 28.2%
OF THE OUTSTANDING COMMON STOCK, ASSUMING NOBODY ELSE EXERCISES OPTIONS).

IMPORTANT

Any shareholder who wishes to tender shares should (A) complete and sign a
Letter of Transmittal (or a facsimile of one) in accordance with the
instructions set forth in the Letter of Transmittal and (B) mail or deliver it,
together with the certificate(s) representing the tendered shares and any other
required documents, to the Depositary named on the back cover of this Offer to
Purchase or (C) tender the shares using the procedures for book-entry transfer
described in Section 9. A shareholder whose shares are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee must contact
the nominee in order to tender shares.

A shareholder who wishes to tender shares but whose certificates are not
immediately available, or who cannot comply with the procedures for book-entry
transfer on a timely basis, may tender the shares by following the procedures
for guaranteed delivery described in Section 9.

Questions and requests for assistance, or for additional copies of this
Offer to Purchase, the Letter of Transmittal, or other tender offer materials,
may be directed to the Information Agent at its address and telephone number set
forth on the back cover. Holders of shares may also contact brokers, dealers or
banks for additional copies of this Offer to Purchase, the Letter of Transmittal
or other tender offer materials.

August 4, 2000

<PAGE>
SUMMARY TERM SHEET
OFFER OF BRG ACQUISITION CORPORATION
TO PURCHASE ALL THE OUTSTANDING COMMON STOCK
OF
BUSINESS RESOURCE GROUP

We (BRG Acquisition Corporation) are offering to purchase all the
outstanding common stock of Business Resource Group which we or our parent do
not already own for $9.25 per share in cash. The following are some questions
you, as a shareholder of Business Resource Group, may have, and answers to those
questions.

WHO IS OFFERING TO BUY MY SECURITIES?

Our name is BRG Acquisition Corporation. We were formed for the purpose of
making a tender offer for Business Resources Group common shares. We are wholly
owned by Business Resource Holdings, Inc., which is wholly owned by BR Holdings
LLC. BR Holdings LLC is a limited liability company which was formed by Three
Cities Fund III, L.P. Three Cities Fund is an investment fund, which is advised
by Three Cities Research, Inc.

WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER?

We are seeking all the common stock of the Company which we or our parent
will not already own.

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

We are offering to pay $9.25 per share, net to you, in cash. If you tender
your shares to us, you will not have to pay brokerage fees or similar expenses.

DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

The Three Cities Fund and two affiliated funds will provide approximately
$46 million to us, through BR Holdings LLC and Business Resource Holdings, Inc.,
which we can use in connection with the tender offer and the merger which we
expect will follow it (as discussed below). We have arranged bank financing for
the rest of what we will need to purchase all the shares which are tendered to
us and not withdrawn, and to provide funding for the merger.

IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION WHETHER TO TENDER IN
RESPONSE TO THE OFFER?

Because all the funding which will be needed will come from Three Cities
Fund and the affiliated funds or from bank financing which has already been
arranged, we do not think our financial condition is relevant to your decision
whether to tender your shares in response to the offer.

DO YOU ALREADY OWN SHARES OF THE COMPANY?

No. But two members of the Company's management (both of whom are
directors) have agreed that, before the tender offer expires, they will exchange
319,168 shares of the Company's stock for an approximately 6% interest in our
parent, BR Holdings LLC. That is approximately 20% of the shares they own. They
have agreed to tender the remainder of their shares in response to our tender
offer.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN RESPONSE TO THE OFFER?

You will have at least until 5:00 p.m., New York City time, on August 11,
2000 to decide whether to tender your shares in response to the tender offer.
Further, if you can't deliver everything that is required by that time, you may
be able to use a guaranteed delivery procedure, which is described in the Offer
to Purchase booklet relating to our tender offer.

ii
<PAGE>
CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

We can extend the Initial Expiration Time of the tender offer until
August 17, 2000. If, after purchasing all of the shares which are tendered on
that date, we and our parent would not own at least 90% of the outstanding
common stock, we will be able to extend the initial Expiration Time to not later
than September 13, 2000. We cannot extend it beyond that date without the
Company's consent. However, after we accept and pay for the shares which have
been properly tendered by the initial expiration date, we can extend the offer
and you will be able to tender shares you have not previously tendered. However,
you will not be able to withdraw shares your tender during the additional
period, and we will pay for shares which are tendered during the additional
period as we receive them, rather than waiting for the entire additional period
to expire.

You should not rely on our extending the offer beyond August 11, 2000.
There is a good chance we will not do so.

HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will inform American Stock Transfer and Trust
Company which is the Depositary with regard to the tender offer) of that fact,
and will make a public announcement of the extension, not later than 9:00 a.m.,
New York City time, on the day after the day on which the Offer was scheduled to
expire.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

We will not have to purchase the tendered shares unless at least 51% of the
shares we or our parent do not own or have agreements to purchase are properly
tendered and not withdrawn, and unless that occurs we will not be able to
purchase the tendered shares without the Company's consent. Also, we will not
have to purchase the tendered shares if after doing so, we would not own at
least 53.5% of the outstanding common stock. Further, we will not have to
purchase the tendered shares unless the Company's warranties in the merger
agreement (including a warranty that there was no material adverse change in the
business or financial condition of the Company and its subsidiaries between
January 31, 2000 and the date of the Merger Agreement) are correct in all
material respects when the tender offer expires. Finally, we will not have to
purchase the tendered shares if there is a material disruption to the financial
markets in the United States, a war or a similar event which makes the purchase
of the tendered shares impracticable.

HOW DO I TENDER MY SHARES?

To tender shares, you must deliver the certificates representing the
shares, together with a completed Letter of Transmittal, to American Stock
Transfer and Trust Company, as Depositary, not later than the time the tender
offer expires. If your shares are held in street name, your broker or bank
probably can tender the shares through The Depositary Trust Company. If it does,
you will not have to deliver a completed Letter of Transmittal to the
Depositary, but your broker or bank will commit through DTC that you will be
bound by the terms of the Letter of Transmittal. If you cannot get something
that it is required to The Depositary by the Expiration Time of the tender
offer, you can get a little extra time to do that by getting a broker, a bank or
another fiduciary which is a member of the Securities Transfer Agents Medallion
Program to guarantee that the missing items will be received by The Depositary
within three Nasdaq National Market trading days. However, The Depositary must
receive the missing items within that three trading day period.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

You can withdraw shares until the Expiration Time of the Offer and, if we
have not by August 17, 2000 agreed to accept your shares for payment, you can
withdraw them at any time after that until we do accept them for payment.
However, if we accept the shares which have been tendered by a date and then
extend the offer for an additional period, you will not be able to withdraw
shares which you tender during the additional period.

iii
<PAGE>
HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

To withdraw shares, you must deliver a written notice of withdrawal, or a
facsimile of one, to the Depositary while you still have the right to withdraw
shares.

WHAT DOES THE COMPANY'S BOARD OF DIRECTORS THINK OF THE OFFER?

We are making the offer in accordance with a Plan and Agreement of Merger
which has been approved by the Company's Board of Directors, on the
recommendation of a Special Committee of directors which does not include any
members of the management who will own interests in BR Holdings. The Board with
those members of the management not voting, unanimously approved the Plan and
Agreement of Merger, the tender offer and the proposed merger with us in which
our immediate parent would become the sole shareholder of the merged company,
and any Business Resource Group shareholders other than our parent or us who do
not tender their shares would receive the same amount of cash as is paid to
shareholders who do tender their shares.

IS THIS THE FIRST STEP IN A GOING-PRIVATE TRANSACTION?

Yes. If the merger takes place, the Company no longer will be publicly
owned. Even if the merger does not take place, if we purchase all the tendered
shares, there may be so few remaining shareholders and publicly held shares that
the Company's common stock will no longer be eligible to be traded through a
Nasdaq market or on a securities exchange, there may not be a public trading
market for the Company's stock, and the Company may cease making filings with
the SEC or otherwise being required to comply with the SEC rules relating to
publicly held companies.

WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF LESS THAN ALL THE COMPANY'S
SHARES ARE TENDERED IN RESPONSE TO THE OFFER?

If at least 51% of the shares which we and BR Holdings do not own or have
agreements to purchase immediately prior to the expiration of the tender offer
are properly tendered and not withdrawn, the Company will be merged into us. If
that merger takes place, BR Holdings (through its subsidiary, Business Resource
Holdings, Inc.) will own all the shares of the Company, and the other
shareholders of the Company will receive $9.25 per share in cash (or any higher
amount which is paid in the tender offer, if the tender offer price is changed).

WILL CURRENT BUSINESS RESOURCE GROUP DIRECTORS OR OFFICERS HAVE AN INTEREST IN
THE COMPANY WHICH SURVIVES THE MERGER?

Two officers of Business Resource Group, both of whom are directors, will
be exchanging approximately 6% of the outstanding Business Resource Group shares
for approximately 6% of the interests in BR Holdings. That is approximately 20%
of the shares the two officers own (they have agreed to tender the remainder of
their shares in response to the offer). In addition, Business Resource Holdings,
Inc., which is wholly owned by BR Holdings and will be the sole stockholder of
the company which survives the merger, will offer officers and key employees of
the surviving company the right to purchase up to 14.6% of the Business Resource
Holdings, Inc. stock under an employee stock incentive program. The four senior
executives of Business Resource Group (three of whom are directors) will be
entitled to purchase approximately 80% of those shares (approximately 11.7% of
the total stock of Business Resource Holdings, Inc.).

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

If at least 51% of the shares we and our parent do not own or have
agreements to purchase are properly tendered and not withdrawn, unless the
Company and we agree otherwise (which is very unlikely) the Company and we will
be merged. If the merger described above takes place, you will receive as a
result of the merger the same cash per share which you would have received if
you had tendered your shares. Therefore, if the merger takes place, the only
difference to you between tendering your shares and not tendering your shares is
that you will be paid earlier if you tender your shares. However, after we
purchase the tendered shares, the number of shareholders and of shares of the
Company's stock which are still in the hands of the public may be so small that
there no longer will be a public trading market (or an active public trading
market) for the Company's common

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<PAGE>
stock. Also, as is described above, the Company may cease making filings with
the SEC or otherwise being required to comply with the SEC rules relating to
publicly held companies.

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

On July 7, 2000, the last trading day before the tender offer and merger
were announced, the last sale price of Business Resource Group common stock
reported on the Nasdaq National Market was $6.75 per share. On July 10, 2000,
after the announcement of the tender offer and merger, the price of the
Company's common stock rose to $9.00 per share. Between January 1, 2000 and
July 7, 2000, the price of the Company's common stock ranged between $3.1875 and
$9.00 per share.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?

You can call Tom Long at D.F. King (telephone no. 212-269-5550). D.F. King
is acting as the Information Agent with regard to our tender offer.

HOW LONG WILL IT TAKE BETWEEN THE TIME YOU PURCHASE THE TENDERED SHARES AND THE
TIME YOU ARE MERGED WITH THE COMPANY?

If we and our parent own at least 90% of the outstanding Company stock
after we purchase the tendered shares, it shouldn't take us more than a week or
so to complete the merger. If we do not own at least 90% of the Company's stock
after we purchase the tendered shares, the Company will probably have to convert
itself from a California corporation to a Delaware corporation before the vote
on the merger can take place. Under those circumstances, it could take several
months for us to complete the merger.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INTRODUCTION............................................................................................... 1
SPECIAL FACTORS............................................................................................ 3
1. Background of the Offer; Contacts with the Company................................................... 3
2. Purpose of the Offer and the Proposed Merger; Plans for the Company.................................. 5
3. Certain Federal Income Tax Consequences.............................................................. 6
4. Certain Effects of the Transaction................................................................... 7
5. Fairness of the Transaction.......................................................................... 8
6. Reports, Opinions, Appraisals and Certain Negotiations............................................... 9
THE TENDER OFFER........................................................................................... 10
7. Terms of the Offer................................................................................... 10
8. Acceptance for Payment and Payment for Shares........................................................ 11
9. Procedures for Tendering Shares...................................................................... 12
10. Withdrawal Rights.................................................................................... 14
11. Conditions of the Offer.............................................................................. 15
12. Price Range of Shares................................................................................ 16
13. Certain Information Concerning the Company........................................................... 16
14. Information Concerning the Purchaser, Holdings, Inc., BR Holdings LLC and
Three Cities Fund III................................................................................ 18
15. Source and Amount of Funds........................................................................... 19
16. The Merger........................................................................................... 20
17. Dividends and Distributions.......................................................................... 23
18. Certain Legal Matters; Regulatory Approvals.......................................................... 23
19. Fees and Expenses.................................................................................... 24
20. Miscellaneous........................................................................................ 24
SCHEDULE I................................................................................................. I-1
SCHEDULE II................................................................................................ II-1
SCHEDULE III............................................................................................... III-1
</TABLE>
<PAGE>
TO THE HOLDERS OF COMMON STOCK OF BUSINESS RESOURCE GROUP:

INTRODUCTION

BRG Acquisition Corporation (the "Purchaser"), a Delaware corporation,
which is indirectly wholly-owned by BR Holdings LLC ("BR Holdings"), hereby
offers to purchase all the outstanding shares of common stock, par value $0.01
per share ("Shares"), of Business Resource Group (the "Company"), a California
corporation, for $9.25 per Common Share, net to the seller in cash (the "Offer
Price"), upon the terms and subject to the conditions set forth in this Offer to
Purchase and in the related Letter of Transmittal (which terms and conditions
constitute the "Offer"). The Offer will expire at 5:00 p.m., New York City time,
on August 11, 2000, unless it is extended.

The Offer is being made as contemplated by a Plan and Agreement of Merger
(the "Merger Agreement") dated July 7, 2000, between the Company and the
Purchaser. The Merger Agreement provides that, if the Purchaser purchases the
tendered shares, the Purchaser and BR Holdings will take all steps in their
power (including voting their Shares) to cause the Purchaser to be merged with
the Company (the "Merger") in a transaction in which Business Resource Holdings,
Inc., the sole shareholder of the Purchaser and a wholly-owned subsidiary of BR
Holdings) will become the owner of all the stock of the corporation which
results from the Merger (essentially, the Company), and the other shareholders
of the Company will receive the same amount of cash per Share as is paid for
Shares tendered in response to the Offer (unless shareholders have rights to
demand appraisal of their Shares and particular shareholders exercise those
rights). Because of a provision of the California General Corporation Law which
could prevent the Company's shareholders from receiving cash as a result of the
Merger, the Company may convert itself into a Delaware corporation before the
Merger takes place. If less than 51% of the outstanding Shares that neither the
Purchaser nor BR Holdings owns immediately before the Offer expires are properly
tendered and not withdrawn, the Purchaser may not purchase the tendered Shares
unless the Company consents to its doing so. Also, the Purchaser will not have
to purchase the Shares which are tendered unless the Shares which are properly
tendered and not withdrawn, together with the Shares which the Purchaser or BRG
Holdings own, total at least 53.5% of the outstanding Shares. If the Purchaser
does not purchase the tendered Shares, the Merger will not take place.

On June 29, 2000, there were 5,298,753 outstanding Shares. Two officers of
the Company have agreed that before the Offer expires they will transfer a total
of 319,168 shares to BR Holdings in exchange for equity interests in BR
Holdings. Therefore, if no additional Shares are issued before the Offer
expires, the Purchaser will not be required or permitted (unless the Company
consents) to accept the tendered shares unless at least 2,539,588 Shares are
properly tendered and not withdrawn. However, the Company has told the Purchaser
it expects options to purchase at least 281,859 Shares to be exercised by
officers of the Company before the Offer expires. That would increase the number
of outstanding Shares to 5,580,612 and would increase to 2,683,336 Shares, the
number of Shares which would have to be properly tendered and not withdrawn for
the Purchaser to be required or permitted (without the Company's consent) to
accept the tendered Shares. The directors and officers of the Company have
agreed, or indicated they intend, to tender all their Shares (including the
Shares they will acquire through exercise of options) in response to the Offer.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, THE FINANCIAL ADVISOR
TO A SPECIAL COMMITTEE ESTABLISHED BY THE COMPANY'S BOARD OF DIRECTORS, HAS
DELIVERED TO THAT SPECIAL COMMITTEE ITS WRITTEN OPINION TO THE EFFECT THAT, AS
OF JULY 6, 2000, THE $9.25 IN CASH TO BE RECEIVED BY THE COMPANY'S SHAREHOLDERS,
OTHER THAN THE MEMBERS OF MANAGEMENT OF THE COMPANY WHO HAVE AGREED TO EXCHANGE
THEIR SHARES FOR INTERESTS IN BR HOLDINGS, AS A RESULT OF THE OFFER AND IN THE
MERGER IS FAIR TO THOSE SHAREHOLDERS FROM A FINANCIAL POINT OF VIEW. THE FULL
TEXT OF THAT WRITTEN OPINION, AND A DESCRIPTION OF THE ASSUMPTIONS MADE, THE
MATTERS CONSIDERED AND THE SCOPE OF THE OPINION, WILL BE INCLUDED WITH THE
COMPANY'S SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (THE
"SCHEDULE 14D-9"), WHICH WAS MAILED TO SHAREHOLDERS ON JULY 21, 2000.
SHAREHOLDERS ARE URGED TO READ THE MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED OPINION IN ITS ENTIRETY.

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<PAGE>
The purpose of the Offer and the Merger is to enable the Purchaser to
acquire all the outstanding stock of the Company.

Tendering shareholders will not be required to pay brokerage fees or
commissions or, except as set forth in Instruction 6 to the Letter of
Transmittal, stock transfer taxes as a result of the sale of Shares to the
Purchaser in response to the Offer.

Any tendering shareholder who fails to complete and sign the Substitute
Form W-9 included in the Letter of Transmittal may be subject to a required
backup Federal income tax withholding of 31% of the gross proceeds payable for
the tendered shares. See Section 3. The Purchaser will pay all charges and
expenses of American Stock and Transfer Trust Company, as Depositary (the
"Depositary"), and D.F. King & Co., Inc., as Information Agent (the "Information
Agent"), incurred in connection with the Offer. See Section 19.

THE BOARD OF DIRECTORS OF THE COMPANY (WITH THE THREE DIRECTORS WHO WILL
ACQUIRE INTERESTS IN ONE OR BOTH OF THE PURCHASER'S PARENTS BEING ABSENT OR NOT
VOTING), BASED ON A RECOMMENDATION OF A SPECIAL COMMITTEE, (1) HAS APPROVED THE
OFFER AND THE MERGER WHICH MAY FOLLOW THE OFFER, (2) HAS DETERMINED THAT THE
TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
COMPANY'S SHAREHOLDERS, AND (3) RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES IN RESPONSE TO THE OFFER.

Conditions to the Offer. The Offer is subject to some conditions. They are
described in Section 11. HOWEVER, THE OFFER IS NOT CONDITIONED ON THE
PURCHASER'S OBTAINING FINANCING. The Purchaser has the right, in its sole
discretion, to waive any of the conditions to the Offer, other than the
condition that at least 51% of the Shares which the Purchaser or BR Holdings do
not own or have agreements to purchase when the Offer expires be properly
tendered and not withdrawn. See Section 11.

THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY DECISION WITH
RESPECT TO THE OFFER.

2
<PAGE>
SPECIAL FACTORS

1. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.

In early January, a representative of Three Cities Research, Inc. ("TCR")
received from John Corwin of Huntington Holdings, unsolicited, a description of
the Company and a form of confidentiality agreement. Mr. Corwin explained that
they had been retained by the Company to assist in evaluating strategic
alternatives to enhance value to its shareholders. On January 21, 2000, John
Corwin contacted W. Robert Wright, II of TCR and asked whether funds advised by
TCR might be interested in acquiring the Company. On January 31, 2000, TCR
signed and returned the confidentiality agreement. Mr. Wright indicated that TCR
could be interested in studying the opportunity in more detail.

On February 16, 2000, Mr. Wright and Willem deVogel of TCR attended a
presentation regarding the Company given by Jack Peth, the Company's President
and Chief Executive Officer, John Palmer, the Company's Chief Operating Officer
and Chief Financial Officer, Brian McNay, the Company's Executive Vice
President--Sales, Jeffrey Tuttle, the Company's Executive Vice
President--Marketing, and Mr. Corwin at the Company's headquarters in San Jose,
California. The presentation described the Company's business and strategy.
Messrs. Wright and deVogel were shown a sample of some of the company's
products, and met several employees.

On March 2 and 3, 2000, representatives of TCR visited the Company's
headquarters to discuss the process for TCR to conduct due diligence regarding
the Company. Shortly after that, TCR was sent a package of information regarding
the history of the Company, the strategy for its growth and industry
information. That package included a statement that Messrs. Peth, Palmer, McNay
and Tuttle all wish to continue with and invest in the recapitalized Company.

On March 16, 2000, Messrs. deVogel and Wright met with Mr. Peth and
Mr. Corwin at the Company's headquarters in San Jose and discussed the
possibility that a company formed by Funds advised by TCR might make a tender
offer for the Company. After substantial analysis of the Company and the
industry, Messrs. deVogel and Wright proposed a purchase price of $9.75 per
share. The closing price of the Company's stock on that day was $7.94 and the
offer price reflected a 23% premium to market. During the meeting the TCR
representatives noted that the members of the management of companies TCR Funds
acquired normally received equity interests in the companies.

During the following period, the Company's Board appointed a Special
Committee consisting of Harold Robbins and George Kelly, to consider strategic
opportunities presented to the Company, enter into discussions or negotiations
related to such strategies on opportunities and recommend to the Board of
Directors what action, if any, should be taken with respect to them. The Special
Committee retained Venture Law Group as its counsel and interviewed investment
banks it might retain as advisors and which could be asked to render an opinion
about the fairness of any transaction which might be agreed upon. The Special
Committee subsequently retained Merrill Lynch, Pierce, Fenner & Smith
Incorporated for these purposes.

On April 12, 2000, Harold Robbins, one of the members of the Special
Committee, called Willem deVogel, and told him that the Special Committee would
not recommend an offer of $9.75 per share for the Company. At that day, the last
reported sale price of the Company's stock was $7.75 per share. Subsequently, J.
William Uhrig, another partner in TCR, and Mr. Corwin agreed that discussions
should continue.

At the Company's suggestion, on April 28, 2000, Messrs. Robbins, Kelly and
Corwin met at TCR's offices in New York with Messrs. Uhrig and deVogel to
discuss the price which a TCR acquisition company might be willing to pay for
the Company's shares and to discuss the progress of TCR's review of a possible
transaction. The parties discussed the background and strategy of the TCR funds
and principals, as well as the possible sale price of the Company.

During the week of May 1, 2000, there was a series of telephone
conversations between Messrs. Uhrig and Corwin regarding the price the TCR
acquisition company might be willing to pay. On May 5, 2000, TCR said that,
subject to completion of due diligence, it appeared the TCR acquisition company
would be willing to pay $11.75 per share for the Company's stock. On May 12,
2000, Mr. Corwin informed Mr. Uhrig that the Special Committee would recommend a
transaction at that price.

3
<PAGE>
On May 15, 2000, Clifford Chance Rogers & Wells, LLC ("CCR&W"), the
attorneys for TCR, sent Orrick, Herrington & Sutcliffe LLC, the attorneys for
the Company, a draft of a Plan and Agreement of Merger. Subsequently, on
May 20, 2000, an attorney at Venture Law Group told an attorney at CCR&W that
The Venture Law Group, as counsel to the Special Committee, would take the
principal role in reviewing and negotiating a merger agreement.

During the second and third weeks of May, representatives of TCR performed
detailed due diligence. regarding the Company. In addition, TCR presented
information regarding the Company to potential providers of senior debt
financing which would be used in connection with the acquisition and as a source
of funds for the Company after the acquisition. On May 22, 2000, a
representative of TCR told Mr. Corwin that, because of the nature of the
Company's business (particularly the importance to that business of one very
large customer and one major supplier), and because of negative reactions of
prospective financing sources, TCR would not be willing to proceed with a
transaction at $11.75 per share. TCR had proposed the transaction to 17
financing sources, none of which was willing to provide financing if the
transaction was at $11.75 per share, but two of which were willing to provide
financing for the Company following a transaction at $9.25 per share (only one
of which, the Company's traditional financing source, would provide the amount
of financing TCR thought would be necessary). All the potential financing
sources which were not interested in proceeding stated that the reasons for
their decision were based on the customer and supplier concentration and the
reliance on the technology industy. The TCR representatives said TCR would not
be willing to pay more than $9.00 per share for the stock of the Company.

On June 1 and 2, 2000, Messrs. Uhrig and deVogel met in New York with
Messrs. Robbins and Corwin to discuss TCR's revised proposal. Following these
meetings, Mr. Uhrig said that, as a possible alternative to paying $9.00 per
share in cash, the TCR acquisition company would be willing to pay $8.00 in
cash, and to have the Company issue to its shareholders convertible preferred
stock with a liquidation preference of $2.00 per share, which would remain
outstanding after the TCR acquisition company acquired the Company's common
stock.

On June 8, 2000, Mr. Corwin and counsel for the Special Committee told
counsel for TCR that the Special Committee would not recommend the $9.00 per
share Mr. Uhrig had proposed, but it would consider an offer of $9.75 in cash
following a dividend to the Company's shareholders of $2.00 in convertible
preferred stock. That was confirmed later in the day to Messrs. deVogel and
Wright of TCR. In response, Mr. deVogel sent a letter to Messrs. Corwin, Kelly
and Robbins in which he stated that, in view of the fact that the Special
Committee would not recommend TCR's offer of $9.00 per share, TCR was
terminating all discussions with the Company.

On June 9, 2000, Mr. Robbins told Mr. deVogel that the Special Committee
and the Board of Directors of the Company would be meeting on June 15 and
June 16, 2000, respectively. Mr. Robbins urged that TCR increase the price to
$9.75 per share. Eventually Mr. deVogel proposed increasing it to $9.25 per
share. On the same day, Mr. deVogel told Mr. Peth on the telephone that TCR
might be willing to proceed with a transaction at that price. Mr. Peth said he
was not authorized to discuss price, but would convey the information to the
Special Committee.

Following June 9, 2000 there were discussions of the transaction at $9.25
per share. Among other things, TCR agreed that if the transaction were at that
price, the break-up fee it would require, if, after an agreement was signed, the
Company accepted what it viewed as a better proposal would be 1% of the
enterprise value of the Company, rather than the 5% TCR had previously been
seeking.

On June 16, 2000, TCR was told that the Special Committee had recommended
that the Board of Directors approve, and recommend to its shareholders, a
transaction in which a TCR acquisition company would make a tender offer at
$9.25 per share which, if successful, would be followed by a merger in which
shareholders who had not tendered their shares, other than the TCR acquisition
company, would receive the same $9.25 per share, and the Board of Directors had
approved a transaction on those terms and determined that it would recommend
that transaction to the Company's shareholders.

On June 20, 2000, the attorneys for TCR sent Brobeck, Phleger & Harrison,
LLP the personal attorneys for Messrs. Peth, Palmer, McNay and Tuttle, drafts of
an agreement regarding those members of the Company's management's exchanging
shares of the Company for interests in BR Holdings and copies of the Limited
Liability Company Agreement of BR Holdings. On June 22, CCRW sent Brobeck drafts
of employment

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<PAGE>
agreements under which, if the Purchaser acquired the Company, the four members
of the Company's management would be employed by the Purchaser (which, after the
Merger, would own and operate the business of the Company).

Between June 21 and July 7, 2000, there were discussions of the terms of
the Merger Agreement. In addition, there were discussions of which members of
the Company's management would exchange shares of the Company for interests in
BR Holdings and the terms on which they might do so, of terms of employment
agreements between the Company and four members of the Company's management, of
how the Purchaser would be able to enforce non-competition provisions, on which
TCR was insisting of stock interests in the parent of the merged company which
would be provided to key employees and officers of the Company (including
Messrs. Peth, Palmer, McNay and Tuttle) after the Merger, and of deferred
compensation which would be paid to Mr. Peth in exchange for his cancelling
options to purchase shares. Late on July 7, 2000, after the U.S. securities
markets had closed, the Merger Agreement was executed. On Monday, July 10, 2000,
before the U.S. securities markets opened, the Company and TCR jointly announced
the signing of the Merger Agreement and the Purchaser's intention to commence
the Offer.

A discussion of alternative transactions considered by the Company, and the
Special Committee's reasoning in first stating it would not recommend an offer
of $9.75 per share and then reconsidering an offer at $9.25 per share appears on
pages 3 through 7 of the Company's Amended Schedule 14D-9.

2. PURPOSE OF THE OFFER AND THE PROPOSED MERGER; PLANS FOR THE COMPANY.

Purpose. The purpose of the Offer and the Merger is to enable BR Holdings,
through Business Resource Holdings, Inc. ("Holding, Inc.") and the Purchaser, to
acquire all the outstanding stock of the Company. BR Holdings and Holdings, Inc.
were formed to acquire the Company.

If at least 51% of the outstanding Shares that neither the Purchaser nor BR
Holdings owns or has agreements to purchase when the Offer expires are properly
tendered and not withdrawn, after purchasing the tendered Shares the Purchaser
and BR Holdings together will own at least 53.5% of the outstanding Shares, and
the other conditions set forth in the Merger Agreement are satisfied or waived,
the Purchaser is required by the Merger Agreement to take all steps in its power
to effect the Merger. TCR (which advises Three Cities Fund III and caused BR
Holdings, Holdings, Inc. and the Purchaser to be formed for the purpose of
participating in the acquisition of the Company) believes that if the Company is
not publicly traded, and therefore is not required to focus on short term
operating results, there is a substantial possibility of a significant increase
in the Company's long term profitability, and therefore it's long term value.
Because BR Holdings, through Holdings, will own 100% of the comany which
survives the merger of the Purchaser and the Company, they will own 100% of the
net earnings and net assets of the Company which survives that merger. The
historical net income and shareholders equity of the Company is shown under
"Selected Consolidated Financial Data" in page 16. However, exercises of options
which will be given to key employees of the Company could reduce the ownership
by BR Holdings and Holdings of the Company, and therefore their interest in its
net earnings and net assets, to 88%. Three Cities Fund III will own
approximately 94% of BR Holdings, and therefore will indirectly own 94% of the
interest of BR Holdings and Holdings in the Company, and therefore in its net
earnings and net assets. Ultimately, Three Cities Fund III and the other holders
of interests in BR Holdings will receive the benefits of any increase in the
value of the Company. However, there is no guarantee that the value of the
Company will increase enough to justify the substantial investment Three Cities
Fund III will be making to acquire its interest in the Company, and it is
possible that the value of the Company will decline, not increase.

The Company may not, and may not authorize or permit its or any of its
subsidiaries' officers, directors, employees, agents or representatives
(including any investment banker, attorney or accountant retained by it or by
any of its subsidiaries) directly or indirectly to initiate, solicit, encourage
or otherwise facilitate any inquiry or the making of any proposal or offer with
respect to a merger, reorganization, share exchange, consolidation or similar
transaction involving the Company, or any purchase of or tender for, all or any
significant portion of the Company's equity securities or any significant
portion of the assets of the Company and its subsidiaries on a consolidated
basis. However, this will not prevent the Company from, in response to an
acquisition proposal which the Company receives despite complying with the
previous sentence and which the Special Committee of the Company's Board
determines, in good faith after consultation with its independent financial
advisor, would

5
<PAGE>
result (if consummated in accordance with its terms) in a transaction which
(i) would result in the Company's shareholders' receiving cash consideration
which is greater than the Offer Price and (ii) would be more favorable to the
Company's shareholders than the Offer and the Merger, furnishing non-public
information (after receipt of an appropriate confidentiality agreement) to the
person, entity or group which makes the acquisition proposal and entering into
discussions and negotiations with that potential acquiror.

If the Company receives an acquisition proposal, or the Company learns that
someone other than the Purchaser is contemplating soliciting tenders of Shares
or otherwise proposes to acquire the Company or its Shares if the Company's
shareholders do not tender their Shares to the Purchaser in response to the
Offer or do not approve the Merger, the Company has agreed promptly to notify
the Purchaser of that fact and to provide the Purchaser with all information in
the Company's possession which the Purchaser reasonably requests regarding the
acquisition proposal, solicitation of tenders or other proposed transaction, and
the Company will promptly, from time to time, provide the Purchaser with any
additional information the Company obtains regarding the acquisition proposal,
the solicitation of tenders or the other proposed transaction.

The Company may terminate the Merger Agreement if the Company receives a
proposal for a cash acquisition of the Company, or somebody commences an all
cash tender offer for all of the outstanding Shares, which (x) would result in
the Company's shareholders' receiving consideration which is greater than the
Offer Price, (y) is not subject to the outcome of due diligence or any other
investigation, is not subject to a financing contingency and is from a proposed
acquiror which the Special Committee reasonably determines in good faith after
consultation with its independent financial advisor has the financial resources
necessary to carry out the transaction, and (z) the Special Committee determines
in good faith after consultation with its independent financial advisor to be
more favorable to the Company's shareholders than the Offer and the Merger.
However, the Company may only cancel the Merger Agreement if, after the Company
has received the proposal and given the Purchaser at least 10 business days'
prior notice that the Merger Agreement will terminate if the Purchaser does not
increase the Offer Price to an amount at least as great as the cash
consideration the Company's shareholders would receive under the proposal or
tender offer by the other person, (A) the Purchaser does not increase the Offer
Price to an amount at least as great as the cash per share the Company's
shareholders would receive as a result of the proposal or tender offer by the
other person, and (B) the Company has (1) paid the Purchaser $750,000 and (2)
reimbursed the Purchaser (or agreed in writing to reimburse the Purchaser) for
all the expenses (up to $500,000) related to the transactions which are the
subject of the Merger Agreement which the Purchaser or its affiliates (including
Three Cities Research, Inc., BR Holdings and the Three Cities Fund) incurred in
connection with the Merger Agreement and the transactions contemplated by it. If
the Company notifies the Purchaser that the Merger Agreement will terminate
unless the Purchaser increases the Offer Price, the Company will not be able to
revoke that notice without the Purchaser's consent.

3. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following summary is a general discussion of certain of the expected
Federal income tax consequences of the Offer. The summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), and published
regulations, rulings and judicial decisions in effect at the date of this Offer
to Purchase, all of which are subject to change. The summary does not discuss
all aspects of Federal income taxation that may be relevant to a particular
holder in light of his or her personal circumstances or to certain types of
holders subject to special treatment under the Federal income tax laws, such as
life insurance companies, financial institutions, tax-exempt organizations and
non-U.S. persons. The following summary may not be applicable with respect to
Shares acquired through exercise of employee stock options or otherwise as
compensation. It also does not discuss any aspects of state or local tax laws or
of tax laws of jurisdictions outside the United States of America.

THE DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS FOR
GENERAL INFORMATION ONLY. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO
THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE SALE OF THEIR SHARES, INCLUDING
THE APPLICATION OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS AND POSSIBLE
CHANGES IN TAX LAWS.

Sales of Shares in response to the Offer will be taxable transactions for
Federal income tax purposes, and may also be taxable transactions under
applicable state, local, foreign and other tax laws. For Federal income tax
purposes, a tendering shareholder will generally recognize gain or loss equal to
the difference between the

6
<PAGE>
amount of cash received by the shareholder upon sale of the Shares and the
shareholder's tax basis in the Shares which are sold. Under present law, gain or
loss will be calculated separately for each block of Shares tendered and
purchased pursuant to the Offer.

If tendered Shares are held by a tendering shareholder as capital assets,
gain or loss recognized by the tendering shareholder will be capital gain or
loss, which will be long-term or short term depending on whether the tendering
shareholder's holding period for the Shares exceeds one year. Long-term capital
gains recognized by a shareholder who is an individual will generally be taxed
at a maximum Federal marginal tax rate of 20%. Short term capital gains
recognized by an individual will generally be taxed at the individual's ordinary
income tax rate. Capital gains recognized by a tendering corporate shareholder
will be taxed at a maximum Federal marginal tax rate of 35%.

A shareholder (other than certain exempt shareholders, including all
corporations and certain foreign individuals) who tenders Shares may be subject
to 31% backup withholding unless the shareholder provides its taxpayer
identification number ("TIN") and certifies that the TIN is correct or properly
certifies that it is awaiting a TIN. This should be done by completing and
signing the substitute Form W-9 included as part of the Letter of Transmittal. A
shareholder that does not furnish its TIN also may be subject to a penalty
imposed by the IRS.

If backup withholding applies to a shareholder, the Depositary is required
to withhold 31% from each payment to that shareholder. Backup withholding is not
an additional tax. Rather, the amount of the backup withholding can be credited
against the Federal income tax liability of the person subject to the backup
withholding, provided that the required information is given to the IRS. If
backup withholding results in an overpayment of tax, a refund can be obtained by
the shareholder upon filing an income tax return.

4. CERTAIN EFFECTS OF THE TRANSACTION.

The Offer and the Merger present shareholders of the Company (including
officers and directors of the Company, except to the extent two officers will be
exchanging approximately 20% of their shares of the Company for interests in
Holdings) the opportunity to receive a price for their shares which is
approximately 37% greater than the last sale price reported on the Nasdaq
National Market on July 7, 2000, the last full day of trading before the Offer
and the Merger were announced, and is greater than the highest reported sale
price since September 1995. See "Price Range of Shares" beginning on page 16 for
information about reported sale prices since November 1, 1997. TCR hopes that
when the Company is no longer publicly owned, and therefore is no longer
required to focus on short term operating results, the Company will be able to
take steps which increase its long term value. If the current shareholders of
the Company have disposed of all their shares through the Offer and the Merger,
they will not participate in that increase in long term value. Instead, the
benefit of that increase in long term value will go to the investors in Holdings
Inc. (including two officers of the Company, who will be acquiring approximately
6% of Holdings Inc.). Also, 12% of the stock of the Company which survives the
Merger will be set aside for options to be granted to key employees of the
Company and the chief executive officer of the Company will have the right to
purchase 1% of Holdings, Inc. This will give key employees an opportunity to
participate in any increase in the long term value of the Company.

Nasdaq National Market. The purchase of the Shares tendered in response to
the Offer will reduce the number of Shares that might otherwise trade publicly
and probably will significantly reduce the number of holders of Shares, which
could adversely affect the liquidity and market value of the remaining Shares
held by the public. Depending upon the number of Shares purchased as a result of
the Offer, the Shares may no longer meet the standards of the National
Association of Securities Dealers, Inc. (the "NASD") for continued inclusion in
the Nasdaq National Market (the top tier market of the Nasdaq Stock Market),
which require that an issuer have at least 200,000 publicly held shares with a
market value of $1 million held by at least 400 shareholders (or 300
shareholders holding round lots) and have net tangible assets of at least $1
million, $2 million or $4 million depending on profitability levels during the
issuer's four most recent fiscal years. If these standards are not met, the
Shares might nevertheless continue to be included in the NASD's Nasdaq National
Market with quotations published in the Nasdaq "additional list" or in one of
the "local lists." However, if the number of holders of Shares falls below 300
or the number of publicly held Shares falls below 100,000, or if there are not
at least two

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<PAGE>
market makers for Shares, the Shares would no longer qualify for Nasdaq Stock
Market reporting, and the Nasdaq Stock Market would cease to provide any
quotations. Shares held directly or indirectly by an officer or director of the
Company, or by a beneficial owner of more than 10% of the Shares, ordinarily
will not be considered as being publicly held for this purpose. According to the
Company, as of June 29, 2000, there were approximately 228 holders of record and
approximately 525 beneficial owners of Shares and 5,298,753 Shares were
outstanding. If, as a result of the purchase of Shares pursuant to the Offer or
otherwise, the Shares no longer meet the NASD requirements for continued
inclusion on the Nasdaq National Market or in any other tier of the Nasdaq Stock
Market, the ability to sell Shares could be adversely affected.

If the Shares no longer meet the requirements for inclusion in any tier of
the Nasdaq Stock Market, quotations might or might not still be available from
other sources. The extent of the public market, and availability of quotations,
for the Shares would depend upon the number of holders of Shares after the
purchase of the Shares tendered in response to the Offer, whether securities
firms are interested in maintaining a market in the Shares, the possible
termination of registration under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), as described below, and other factors.

Exchange Act Registration. The Shares are currently registered under the
Exchange Act. That registration may be terminated upon application of the
Company to the Securities and Exchange Commission if the Shares are not listed
on a national securities exchange or quoted on Nasdaq and there are fewer than
300 record holders of the Shares. The termination of registration of the Shares
under the Exchange Act would substantially reduce the information the Company
would be required to furnish to holders of Shares and to the SEC and would make
certain provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b) of the Exchange Act, the requirement that the
Company furnish a proxy statement or information statement in connection with
shareholder actions pursuant to Section 14 of the Exchange Act, and the
requirements of Rule 13e-3 under the Exchange Act with respect to
"going-private" transactions, no longer applicable to the Company. See Section
18. In addition, "affiliates" of the Company and persons holding "restricted
securities" of the Company may be deprived of the ability to dispose of those
securities pursuant to Rule 144 under the Securities Act of 1933, as amended. If
the Purchaser purchases the Shares which are tendered in response to the Offer,
the Company may seek to cause the Company to terminate quotation of the Shares
on the Nasdaq Stock Market and, if there are fewer than 300 remaining holders of
record of Shares, to apply to terminate the registration of the Shares under the
Exchange Act. It might do that before the shareholders are asked to vote to
approve the Merger (if shareholder approval is required), in which case the
Purchaser could give the necessary approval of the Merger without the Company's
sending a proxy statement or an information statement to its shareholders. Even
if less than 51% of the outstanding Shares which the Purchaser and BR Holdings
did not own or have agreements to purchase on July 11, 2000 are properly
tendered and not withdrawn, if the Purchaser purchases the Shares which are
properly tendered and not withdrawn (which would require the Company's consent),
the Shares may no longer be eligible for inclusion on the Nasdaq Stock Market
and the Company may be able to terminate the registration of the Shares under
the Exchange Act. If that is the case, the Purchaser will seek to cause the
Company to terminate the registration of the Shares under the Exchange Act as
soon as practicable after they are no longer quoted on the Nasdaq Stock Market.

5. FAIRNESS OF THE TRANSACTION.

The Purchaser, BR Holdings, Holdings, Inc. and the Three Cities Fund (the
"Purchaser Entities") believe that the Offer and the Merger are fair to holders
of Shares who are not affiliated with the Purchaser, BR Holdings, Holdings, Inc.
the Three Cities Fund or the Company. An important reason for their belief is
the fact that the $9.25 per share which the Purchaser is offering for the Shares
in the Offer, and which holders of Shares will receive as a result of the Merger
if it occurs, is more than 37% higher than the last sale price of the Shares
reported on the Nasdaq National Market on July 7, 2000, the last full day of
trading prior to the day on which there was a public announcement of the
execution of the Merger Agreement and the transactions contemplated by it
(including the Offer). Other factors which contribute to the Purchaser's belief
that the Offer and the Merger are fair to holders of Shares who are not
affiliated with the Purchaser, BR Holdings, Holdings, Inc. the Three Cities Fund
or the Company are (a) in addition to exceeding the last reported sale price of
the Shares on July 7, 2000, by more than 37%, the Offer Price exceeds by more
than 2.5% the highest price at which the Shares were traded during the twelve
months prior to that (which was $9.00 per Share); and exceeds the highest price
at which the Shares have traded since 1995, and (b) the Offer Price
substantially exceeds the Company's shareholders' equity

8
<PAGE>

per share at April 30, 2000 (which was $3.81 per share). Further, the Purchaser
Entities were unsuccessful in efforts to obtain financing for a transaction at a
price significantly above $9.25 per share and the Purchaser Entities are aware
that the Special Committee obtained an opinion from Merrill Lynch Business
Advisory Services, a division of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") regarding the fairness from a financial point of
view of the consideration to be paid in the Offer and the Merger to the
Company's shareholders, other than members of its management who would be
acquiring interests in BR Holdings. See Item 6. However, the principal concern
of the Purchaser Entities was to make sure the price would be fair to the
investors in Three Cities Fund.

Merrill Lynch gave an opinion to a Special Committee of the Company's
Board of Directors regarding the fairness from a financial point of view of the
consideration to be paid in the Offer and the Merger to the Company's
shareholders, other than members of its management who would be acquiring
interests in BR Holdings. See Item 6.

The Purchaser Entities understand that the Special Committee and the entire
Board of Directors of the Company (with the three directors who will acquire
interests in BR Holdings or participate in the Business Resource Holdings, Inc.
stock purchase plan not present or abstaining) unanimously approved the Offer
and the Merger Agreement. Therefore, the Merger Agreement was approved by all
the directors of the Company who are not employees of the Company.

Additional information concerning the determinations of the Special
Committee and the Board is contained in the Company's Schedule 14D-9 filed on
July 21, 2000, as amended on August 2, 2000.

On July 10, 2000, a few hours after the Offer was announced, George
Reynolds, who says he is a shareholder of the Company, instituted an action in
the Superior Court of California, Santa Clara County, against the Company and
Harry S. Robbins, John W. Peth, Brian D. McNay and Jeffrey D. Tuttle, all of
whom are directors of the Company. The complaint claims the action is brought as
a class action on behalf of the holders of the Company's common stock against
the Company and its directors "arising out of the defendants' efforts to
complete a management-led buyout ('MBO') of [the Company] at a grossly
inadequate and unfair price" and "their efforts to provide certain insiders and
directors with preferential treatment at the expense of, and which is unfair to,
the public shareholders." The suit alleges that the defendants "are engaging in
self-dealing, are not acting in good faith toward plaintiff and the other
members of the Class, and have breached and are breaching their fiduciary duties
to the members of the Class." The suit seeks, among other things, an injunction
against the defendants, and persons acting in concert with them, consummating an
offer by John Peth and three of the Company's senior officers to purchase the
outstanding shares of the Company for $9.25 per share.

6. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

None of the Purchaser Entities has received a report, opinion or appraisal
from an outside party related to the Offer or the Merger, including, but not
limited to, any report, opinion or appraisal relating to the consideration or
the fairness of the consideration being offered to holders of Shares or the
fairness of the transaction to the Company, to the Purchaser, Holdings, Inc.,
the Three Cities Fund or its shareholders (including BR Holdings) or to holders
of Shares or other securities of the Company who are not affiliates of the
Company. The Schedule 14D-9, which will be filed by the Company with the SEC,
copies of which will be sent to the Company's shareholders, describes an opinion
of Merrill Lynch regarding the fairness of the Offer and the Merger to the
Company's shareholders (other than the purchaser, BR Holdings and two executive
officers of the Company who will exchange shares for interests in BR Holdings)
from a financial point of view.

9
<PAGE>
THE TENDER OFFER

7. TERMS OF THE OFFER.

On the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of the extension or
amendment), the Purchaser will accept for payment and pay for all Shares which
are validly tendered prior to the Expiration Time and not withdrawn in
accordance with Section 10. The term "Expiration Time" means 5:00 p.m., New York
City time, on August 11, 2000, unless the Purchaser extends the period during
which the Offer is open, in which event the term "Expiration Time" will mean the
time and date at which the Offer, as extended, will expire before the Purchaser
accepts or pays for any Shares. The Purchaser may extend the Expiration Time
until not later than August 17, 2000 (or, if the number of shares tendered does
not increase the Shares owned by the Purchaser and BR Holdings to least 90% of
the outstanding Shares, until not later than September 13, 2000). Also, the
Purchaser may extend the Offer for a period of up to 20 business days subsequent
to the Expiration Time. During that subsequent period, if there is one, the
Purchaser will purchase and pay for Shares as they are received rather than
waiting for the subsequent period to expire.

In the Merger Agreement, the Purchaser has agreed that it will not, without
the Company's consent (which must be approved by the Special Committee) (a)
accept tendered Shares unless at least 51% of the Shares neither the Company nor
BR Holdings owns or has agreements to purchase when the tender offer expires are
properly tendered and not withdrawn, (b) decrease the number of Shares it is
offering to purchase, (c) reduce the Purchase Price, (d) modify or add to the
conditions described in Section 11, (e) change the form of consideration it is
offering, or (f) extend the Offer, except as required or permitted by the Merger
Agreement (which is described below).

The Purchaser reserves the right, at any time and from time to time (except
as limited by the Merger Agreement), to extend the period during which the Offer
is open, by giving oral or written notice of the extension to the Depositary and
by making a public announcement of it as described below. The Merger Agreement
permits the Purchaser to extend the Expiration Time until up to 60 days after
the date the Purchaser files the Schedule TO with the Securities and Exchange
Commission (the "SEC"). During any extension, all Shares previously tendered and
not withdrawn will remain tendered in response to the Offer, subject to the
rights of a tendering shareholder to withdraw tendered Shares. See Section 10.

Subject to the Merger Agreement and the applicable regulations of the SEC,
the Purchaser reserves the right, at any time and from time to time, to
(i) delay acceptance for payment of, or, regardless of whether Shares were
already accepted for payment, payment for, Shares pending receipt of any
regulatory or third-party approval described in Section 18 or in order to comply
in whole or in part with any other applicable law, (ii) terminate the Offer and
not accept for payment any Shares if any of the conditions described to in
Section 11 has not been satisfied or upon the occurrence of any of the events
described in Section 11 or (iii) waive any condition or otherwise amend the
Offer in any respect, in each case, by giving oral or written notice of the
delay, termination, waiver or amendment to the Depositary and by making a public
announcement of it, as described below.

The Purchaser acknowledges that (i) Rule 14e-1(c) under the Exchange Act
requires the Purchaser to pay the consideration offered or return the tendered
Shares promptly after the termination or withdrawal of the Offer and (ii) the
Purchaser may not delay acceptance for payment of, or payment for (except as
provided in clause (i) of the first sentence of the preceding paragraph), any
Shares upon the occurrence of any of the events described in Section 11 without
extending the period of time during which the Offer is open.

The Purchaser will make a public announcement of any extension, delay,
termination, waiver or amendment as promptly as practicable after it takes
place. In the case of an extension, the Purchaser will make a public
announcement no later than 9:00 a.m., New York City time, on the business day
after the day of the previously scheduled Expiration Time. Subject to applicable
law (including Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act, which
require that material changes be promptly disseminated to shareholders in a
manner reasonably designed to inform them of the changes), the Purchaser will
have no obligation to publish, advertise or otherwise communicate any public
announcement other than by issuing a press release.

If the Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer or if it waives a material condition to the
Offer, the Purchaser will extend the Offer to the extent required by
Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. Consummation of the
Offer is conditioned upon

10
<PAGE>
satisfaction of the conditions set forth in Section 11. The Purchaser reserves
the right (but will not be obligated) to waive any or all of those conditions,
except that the Purchaser requires the Company's consent to waive the condition
that at least 51% of the Shares which neither the Company nor BR Holdings owns
or has agreements to purchase when the tender offer expires be properly tendered
and not withdrawn.

The Company has given the Purchaser a shareholder list and security
position listings for the purpose of enabling the Purchaser to disseminate the
Offer to holders of Shares. This Offer to Purchase and the related Letter of
Transmittal and other relevant materials will be mailed to record holders of
Shares and to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the Company's
shareholder list, or who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
Shares.

8. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

On the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of the extension or
amendment), the Purchaser will purchase, by accepting for payment, and will pay
for, all Shares which are validly tendered (and not properly withdrawn in
accordance with Section 10) prior to the Expiration Time. Shares will be
accepted as soon as practicable after the later to occur of (i) the Expiration
Time and (ii) the satisfaction or waiver of the conditions set forth in
Section 11. Any determination concerning the satisfaction of the terms and
conditions of the Offer will be made by the Purchaser. See Section 11. The
Purchaser expressly reserves the right, in its sole discretion, to delay
acceptance for payment of, or, subject to the applicable SEC rules, payment for,
Shares in order to comply in whole or in part with any applicable law. See
Section 18.

In all cases, payment for Shares which are tendered in response to the
Offer and accepted for payment will be made only after timely receipt by the
Depositary of (a) the certificate(s) representing the tendered Shares (the
"Share Certificates"), or timely confirmation of a book-entry transfer (a
"Book-Entry Confirmation") of the Shares into the Depositary's account at The
Depositary Trust Company ("DTC"), as described in Section 9, (b) a properly
completed and duly executed Letter of Transmittal (or facsimile of one), or an
Agent's Message in connection with a book-entry transfer, and (c) any other
documents required by the Letter of Transmittal.

An "Agent's Message" is a message, transmitted by DTC to, and received by,
the Depositary and forming a part of the Book-Entry Confirmation, which states
that the Book-Entry Transfer Facility has received an express acknowledgment
from a participant in the Book-Entry Transfer Facility which is tendering Shares
that the participant has received, and agrees to be bound by the terms of, the
Letter of Transmittal and that the Purchaser may enforce that agreement against
the participant.

For purposes of the Offer, the Purchaser will be deemed to have accepted
for payment, and thereby purchased, tendered Shares when the Purchaser gives
oral or written notice to the Depositary of the Purchaser's acceptance of the
Shares for payment. Payment for Shares which are tendered prior to the
Expiration Time and accepted will be made by deposit of the aggregate purchase
price for all the Shares which are accepted for payment with the Depositary,
which will act as agent for tendering shareholders for the purpose of receiving
payment from the Purchaser and transmitting payment to the

tendering shareholders. Shares which are tendered during a period subsequent to
the Expiration Time, if the Offer is extended for a period subsequent to the
Expiration Time, will be made by deposit of the purchase price of particular
Shares with the Depositary promptly those Shares are received. UNDER NO
CIRCUMSTANCES WILL THE PURCHASER PAY INTEREST ON THE OFFER PRICE BY REASON OF
ANY DELAY IN PAYING FOR SHARES. Upon the deposit of funds with the Depositary
for the purpose of making payments to tendering shareholders, the Purchaser's
obligation to pay for Shares will be satisfied and tendering shareholders must
look solely to the Depositary for payment of amounts owed to them by reason of
the acceptance of their Shares pursuant to the Offer. If, for any reason,
acceptance for payment of or payment for any Shares tendered in response to the
Offer is delayed, or the Purchaser is prevented from accepting for payment or
paying for Shares which are tendered in response to the Offer, the Depositary
may, nevertheless, retain tendered Shares on behalf of the Purchaser and those
Shares may not be withdrawn, except to the extent the tendering shareholder
exercises withdrawal rights as described in Section 10. The Purchaser will pay
any stock transfer taxes incident to the

11
<PAGE>
transfer to it of validly tendered Shares, except as otherwise provided in
Instruction 6 of the Letter of Transmittal, as well as the charges and expenses
of the Depositary and the Information Agent.

If any tendered Shares are not accepted for payment for any reason, or if
certificates which are submitted evidence more Shares than are tendered,
certificates representing Shares which are not tendered or otherwise are not
purchased will be returned or sent, without expense to the tendering shareholder
(or, in the case of Shares tendered by book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility, Shares which are not purchased will
be credited to an account at that Book-Entry Transfer Facility), as promptly as
practicable following the expiration or termination of the Offer.

The Purchaser reserves the right to transfer or assign, in whole, or in
part from time to time, to one or more of its affiliates the right to purchase
all or any portion of the Shares which are tendered in response to the Offer,
but such a transfer or assignment will not relieve the Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
shareholders to receive payment for Shares which are validly tendered in
response to the Offer and accepted for payment.

9. PROCEDURES FOR TENDERING SHARES.

Valid Tender of Shares. Except as set forth below, in order for Shares to
be validly tendered in response to the Offer, (a) a Letter of Transmittal or a
facsimile of one, properly completed and duly executed, with any required
signature guarantees, or an Agent's Message in connection with a book-entry
delivery of Shares, and any other required documents, must be received by the
Depositary at one of its addresses set forth on the back cover of this Offer to
Purchase prior to the Expiration Time and (b) either (i) the certificates
representing the tendered Shares must be received by the Depositary along with
the Letter of Transmittal, (ii) the Shares must be tendered using the procedure
for book-entry transfer described below, and the Book-Entry Confirmation must be
received by the Depositary prior to the Expiration Time, or (iii) the tendering
shareholder must comply with the guaranteed delivery procedures described below.

THE METHOD OF DELIVERY OF SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL,
AND OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE OPTION
AND RISK OF THE TENDERING SHAREHOLDER. ITEMS WILL BE DEEMED DELIVERED ONLY WHEN
THEY ARE ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

Book-Entry Transfer. The Depositary will establish an account with respect
to the Shares at DTC for purposes of the Offer within two business days after
the date of this Offer to Purchase, and any financial institution that is a
participant in the Book-Entry Transfer Facility's system may make book-entry
delivery of Shares by causing DTC to transfer the Shares into the Depositary's
account at DTC. Although delivery of Shares may be effected through book-entry
transfer at DTC, a Letter of Transmittal or a facsimile of one, with any
required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of Shares, and any other required documents, as well as the
Book Entry Confirmation relating to the Shares, must be transmitted to and
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase prior to the Expiration Time (or the end of any
subsequent period during which the Offer remains open) or the guaranteed
delivery procedures described below must be followed.

REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE DEPOSITARY AT
ONE OF ITS ADDRESSES SET FORTH ON THE BACK COVER PAGE OF THIS OFFER TO PURCHASE.
DELIVERY OF DOCUMENTS TO DTC OR TO THE PURCHASER DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.

Signature Guarantees. Signatures on Letters of Transmittal need not be
guaranteed, unless, in the case of the Letter of Transmittal, the Shares to
which they relate are being tendered by a registered holder of Shares who has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions" on the Letter of Transmittal. Signatures
on Letters of Transmittal on which either of those boxes has been completed must
be guaranteed by a firm which is a bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion

12
<PAGE>
Program, the Stock Exchange Medallion Program or the New York Stock Exchange
Medallion Signature Program (each, an "Eligible Institution"). See
Instruction 1 of the Letter of Transmittal.

If a Share certificate is registered in the name of a person other than the
signer of the Letter of Transmittal, or if payment is to be made, or
certificates representing Shares which are not tendered or are not accepted for
payment are to be returned, to a person other than the registered holder(s),
then the Share certificate must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear on the Share certificate, with the signature(s) on the Share
certificate or stock powers guaranteed. See Instructions 1 and 5 of the Letter
of Transmittal.

If Share certificates are delivered to the Depositary at different times, a
properly completed and duly executed Letter of Transmittal (or facsimile of one)
must accompany each delivery.

Guaranteed Delivery. If a shareholder wishes to tender Shares in response
to the Offer but the Share certificates are not immediately available or time
will not permit all required documents to reach the Depositary prior to the
Expiration Time, or the procedure for book-entry transfer cannot be completed on
a timely basis, the Shares may nevertheless be tendered as follows:

(i) the tender must be made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided with this Offer to Purchase,
must be received by the Depositary before the Expiration Time; and

(iii) the Share certificates representing all the tendered Shares, in
proper form for transfer, or the Book-Entry Confirmation, together with a
properly completed and duly executed Letter of Transmittal (or facsimile of
one), with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and any other documents required
by the Letter of Transmittal must be received by the Depositary within
three Nasdaq National Market trading days after the date of execution of
the Notice of Guaranteed Delivery.

A Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary, but must include a
guarantee by an Eligible Institution in the form set forth in the Notice of
Guaranteed Delivery distributed with this Offer to Purchase.

Payment for Shares which are accepted for payment will be made only after
(i) timely receipt by the Depositary of Share certificates for, or of Book-Entry
Confirmation with respect to, the Shares, (ii) a properly completed and duly
executed Letter of Transmittal (or facsimile of one), together with any required
signature guarantees (or, in the case of a book-entry transfer, an Agent's
Message) and (iii) any other documents required by the Letter of Transmittal.
Accordingly, it is possible that payment will not be made to all tendering
shareholdersat the same time.

Backup United States Federal Withholding Tax. Under the United States
Federal income tax laws, the Depositary may be required to withhold 31% of the
amount of any payments made to certain shareholders.To prevent backup Federal
income tax withholding, each tendering shareholder must provide the Depositary
with the shareholder's correct taxpayer identification number, or certify that
the shareholder is exempt from backup Federal income tax withholding, by
completing the Substitute Form W-9 included in the Letter of Transmittal. See
Instruction 10 of the Letter of Transmittal.

Appointment as Proxy. By executing a Letter of Transmittal, a tendering
shareholder irrevocably appoints designees of the Purchaser as the tendering
shareholder's attorneys-in-fact and proxies, in the manner set forth in the
Letter of Transmittal, each with full power of substitution, to the full extent
of the shareholder's rights with respect to the Shares tendered by the
shareholder and accepted for payment by the Purchaser (and with respect to any
other securities issued in respect of those Shares on or after the date of this
Offer to Purchase). That proxy is considered coupled with an interest in the
tendered Shares. This appointment will be effective if, when and to the extent
that the Purchaser accepts the tendered Shares for payment pursuant to the
Offer. When tendered Shares are accepted for payment, all prior proxies given by
the shareholder with respect to the tendered Shares and any other securities
issued in respect of them will, without further action, be revoked, and no
subsequent proxies may be given. The designees of the Purchaser will, with
respect to the tendered Shares and any other securities for which the
appointment is effective, be empowered to exercise all voting and other rights
of the tendering

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<PAGE>
shareholder as they, in their sole discretion, deem proper at any annual,
special, adjourned or postponed meeting of the Company's shareholders, and the
Purchaser reserves the right to require that in order for Shares or other
securities to be deemed validly tendered, immediately upon the Purchaser's
acceptance for payment of the Shares, the Purchaser will be able to exercise
full voting rights with respect to the Shares.

Proxies are effective only as to Shares accepted for payment pursuant to
the Offer. The Offer does not constitute a solicitation of proxies, absent a
purchase of Shares, for any meeting of the Company's shareholders. Any
solicitation of proxies will be made only with separate proxy soliciting
materials which comply with the Exchange Act, if it is applicable.

Determinations Regarding Tenders. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance for payment of Shares
using any of the procedures described above will be determined by the Purchaser,
and the Purchaser's determination will be final and binding on all parties. The
Purchaser reserves the absolute right to reject any or all tenders of Shares
which it determines were not in proper form or if the acceptance for payment of,
or payment for, the Shares may, in the opinion of the Purchaser's counsel, be
unlawful. The Purchaser also reserves the absolute right, in its sole
discretion, to waive any of the conditions of the Offer (except to the extent it
has agreed in the Merger Agreement not to do so) or any defect or irregularity
in any tender with respect to Shares of any particular shareholder, whether or
not similar defects or irregularities are waived in the case of other
shareholders. No tender of Shares will be deemed to have been validly made until
all defects and irregularities have been cured or waived.

The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions to it) will be final
and binding. None of the Purchaser, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defects or
irregularities in tenders or will incur any liability for failure to give any
such notification.

Binding Agreement. The Purchaser's acceptance for payment of Shares
tendered in response to the Offer will constitute a binding agreement by the
tendering shareholder to sell, and by the Purchaser to purchase, the tendered
Shares on the terms and subject to the conditions of the Offer.

10. WITHDRAWAL RIGHTS.

Except as otherwise provided in this Section 10, tenders of Shares made in
response to the Offer are irrevocable. Shares tendered in response to the Offer
may be withdrawn at any time prior to the Expiration Time and, unless they have
been accepted for payment by the Purchaser, may also be withdrawn at any time
after August 17, 2000. If the Offer is extended for a period following the
Expiration Time, Shares tendered during the subsequent period may not be
withdrawn and will be accepted for payment promptly after they are received.

If the Purchaser extends the Offer, is delayed in accepting Shares for
payment or is unable to accept Shares for payment for any reason, the Depositary
may, nevertheless, retain tendered Shares on behalf of the Purchaser, and those
Shares may not be withdrawn except to the extent that tendering shareholders are
entitled to withdraw them as described in this Section 10. Any such delay will
be accompanied by an extension of the Offer to the extent required by law.

For a withdrawal to be effective, a written or facsimile transmission of a
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. A notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and (if Share certificates have
been tendered) the name of the registered holder, if different from that of the
person who tendered the Shares. If Share certificates evidencing Shares to be
withdrawn have been delivered or otherwise identified to the Depositary, then
prior to the release of those Share certificates, the serial numbers shown on
the particular Share certificates to be withdrawn must be submitted to the
Depositary, and the signature(s) on the notice of withdrawal must be guaranteed
by an Eligible Institution, unless the Shares have been tendered for the account
of an Eligible Institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must also specify
the name and number of the account at DTC to be credited with the withdrawn
Shares. Withdrawals of Shares may not be rescinded. After Shares are properly
withdrawn, they will be deemed not to have been validly tendered for purposes of
the Offer. However, withdrawn Shares may be retendered at any time prior to the
Expiration Time (or the expiration of a subsequent period during which the Offer
is open) using one of the procedures described in Section 9.

14
<PAGE>
All questions as to the form and validity (including, without limitation,
time of receipt) of notices of withdrawal will be determined by the Purchaser,
in its sole discretion, and its determination will be final and binding. None of
the Purchaser, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or will incur any liability for failure to give any such
notification.

11. CONDITIONS OF THE OFFER.

The Purchaser will not be required to accept for payment or, subject to any
applicable SEC rules, including Rule 14e-1(c) under the Exchange Act (relating
to the Purchaser's obligation to pay for or return tendered Shares promptly
after termination or withdrawal of the Offer), pay for, the Shares which are
tendered in response to the Offer if:

(a) The Shares which are properly tendered and not withdrawn are less
than 51% of the outstanding Shares which the Purchaser or BR Holdings do
not own or have agreements to purchase when the Offer expires.

(b) The number of Shares which are properly tendered and not
withdrawn, together with the number of Shares owned by the Purchaser or BR
Holdings immediately before the Offer expires, totals less than 53.5% of
the outstanding Shares.

(c) Any statute, rule, regulation, order or injunction has been
enacted, promulgated, entered or enforced by any national or state
government or governmental authority or by any United States court of
competent jurisdiction, that would make the acquisition of the Shares by
the Purchaser illegal or otherwise prohibit consummation of the Offer or
the Merger; or

(d) There has been (i) a general suspension of trading in, or
limitation on prices for, securities on the New York Stock Exchange or
Nasdaq National Market which continued for at least three business days,
(ii) the declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States (whether or not mandatory) which
continued for at least three business days, (iii) the commencement of a war
or armed hostilities or any other international or national calamity
directly or indirectly involving the United States, which has a significant
adverse effect on the functioning of financial markets in the United
States, (iv) any limitation (whether or not mandatory) by any United States
governmental authority or agency on the extension of credit by banks or
other financial institutions which would have a material adverse effect on
the Purchaser's ability to pay for all the Shares which are tendered in
response to the Offer and to carry out the Merger on the terms contemplated
by the Merger Agreement or (v) there is a material acceleration or
worsening of any of the conditions described in clauses (i) through
(iv) which exists at the date of the commencement of the Offer.

(e) Any of the representations and warranties of the Company set forth
in the Merger Agreement is not true and correct as of the date of the
Merger Agreement, except failures to be true and correct which would not,
in the aggregate, have a material adverse effect upon the Company or
adversely affect the Purchaser's legal ownership of the Shares, the
Purchaser's legal ability to consummate the Merger as contemplated by the
Merger Agreement, or the ownership of the surviving corporation after the
Merger by the persons which own the stock of the Purchaser immediately
before the Merger;

(f) The Purchaser, BR Holdings, Holdings, Inc. or the Three Cities
Fund learn that the Company's Annual Report on Form 10-K for the year ended
October 31, 1999, or Quarterly Report on Form 10-Q for the three months
ended January 31, 2000, was misleading in a material respect or omitted to
state a material fact required to be stated therein (other than with regard
to matters which are the subject of the Shareholder Suits);

(g) The Company has not performed all the obligations it is required
to have performed under the Merger Agreement by the Expiration Time, except
failures which (i) would, in the aggregate, not materially impair or delay
the ability of the Purchaser to consummate the purchase of the Shares which
are tendered in response to the Offer or the ability of the Purchaser and
the Company to effect the Merger, (ii) have been caused by or result from a
breach of the Merger Agreement by the Purchaser; or (iii) do not, and are
not reasonably expected to, have a material adverse effect on the Company;

15
<PAGE>
(h) The Merger Agreement has been terminated in accordance with its
terms; or

(i) The Board of Directors of the Company withdraws or modifies in a
manner adverse to the Purchaser the Board's approval or recommendation of
the Offer or the Merger.

The conditions set forth above are for the sole benefit of the Purchaser,
and may be waived by the Purchaser, in whole or in part, except that the
Purchaser cannot waive the condition in paragraph (a) regarding at least 51% of
the shares not owned by the Purchaser or BR Holdings without the consent of the
Company. Any delay by the Purchaser in exercising the right to terminate the
Offer because any of the conditions are not fulfilled will not be deemed a
waiver of its right to do so. However, acceptance of the tendered shares will,
in effect, waive any conditions which have not been satisfied before the shares
are accepted. If the Company were to consent to waiver of the condition in
paragraph (a), or the Company were to waive any other material condition to its
obligations, the Offer might have to be extended so it would be open for a
reasonable period after the waiver.

12. PRICE RANGE OF SHARES.

The Shares trade on the Nasdaq National Market under the symbol "BRGP." The
following table sets forth, for the periods indicated, the high and low sales
prices per Share on the Nasdaq National Market as reported by the Nasdaq
National Market and the Dow Jones News Retrieval Service:

<TABLE>
<CAPTION>
SALES PRICE
-------------------
HIGH LOW
------ -------
<S> <C> <C>
FISCAL YEAR ENDED OCTOBER 31, 1998
First Quarter.................................................................. $3.75 $3
Second Quarter................................................................. 3.75 3.0625
Third Quarter.................................................................. 3.375 2.1875
Fourth Quarter................................................................. 3.25 1.125

FISCAL YEAR ENDED OCTOBER 31, 1999
First Quarter.................................................................. $3.75 $2.25
Second Quarter................................................................. 3.75 2.5
Third Quarter.................................................................. 3.875 2.6875
Fourth Quarter................................................................. 4.25 3

FISCAL YEAR ENDED OCTOBER 31, 2000
First Quarter.................................................................. $6.5 $3.1875
Second Quarter................................................................. 9 5.125
Third Quarter, through July 7, 2000............................................ 8.5 5.5
</TABLE>

On July 7, 2000, the last full day of trading before the day on which the
Offer and the Merger were publicly announced, and the Offer was commenced the
last sale price of the Shares reported on the Nasdaq National Market was $6.75
per Share. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE
SHARES.

13. CERTAIN INFORMATION CONCERNING THE COMPANY.

The information concerning the Company contained in this Offer to Purchase,
including financial information, has been taken from or is based upon publicly
available documents and records on file with the Securities and Exchange
Commission and other public sources. None of the Purchaser, BR Holdings,
Holdings, Inc. or the Three Cities Fund assumes any responsibility for the
accuracy or completeness of the information concerning the Company contained in
those documents and records or for any failure by the Company to disclose events
which may have occurred or may affect the significance or accuracy of that
information of which none of the Purchaser, BR Holdings, Holdings, Inc. or the
Three Cities Fund is aware.

The Company is a California corporation with its principal executive
offices located at 2150 North First Street, Suite 101, San Jose, California
95131. According to the Company's Annual Report on Form 10-K for the year ended
October 31, 1999 (the "Company 10-K"), the Company is a provider of workspace
products and services to businesses. At October 31, 1999, the Company had
locations in five states, primarily in the southern United States.

16
<PAGE>
The following selected consolidated financial data relating to the Company
and its subsidiaries has been taken or derived from the audited financial
statements contained in the Company 10-K and the unaudited financial statements
contained in the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 2000 and April 30, 1999 (the "Company 10-Q's"). More
comprehensive financial information is included in the Company 10-K and the
Company 10-Q's and the other documents filed by the Company with the SEC, and
the financial data set forth below is qualified in its entirety by reference to
those reports and other documents. They may be examined and copies may be
obtained from the SEC's offices in the manner set forth below.

BUSINESS RESOURCE GROUP
SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEARS ENDED OCTOBER 31, APRIL 30,
------------------------------------------------ -----------------
1995 1996 1997 1998 1999 1999 2000
------- ------- ------- ------- -------- ------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total net revenues................................ $40,628 $78,280 $72,701 $93,565 $124,974 $55,387 $88,388
Total cost of net revenues........................ 30,784 62,371 57,430 73,234 97,302 43,163 68,098
------- ------- ------- ------- -------- ------- -------
Gross Profit...................................... 9,844 15,909 15,271 20,331 27,672 12,224 20,290
Selling, general and administrative expenses...... 8,143 12,870 16,622 17,498 22,449 10,297 15,811
------- ------- ------- ------- -------- ------- -------
Operating income (loss)........................... 1,701 3,039 (1,351) 2,833 5,223 1,927 4,479
Other Income (expense)............................ 17 124 66 (264) (663) (350) (528)
------- ------- ------- ------- -------- ------- -------
Income (loss) before income taxes................. 1,708 3,163 (1,285) 2,569 4,560 1,577 3,951
Income taxes...................................... 122 1,309 (523) 1,066 1,885 653 1,634
------- ------- ------- ------- -------- ------- -------
Net income (loss)................................. 1,586 1,854 (762) 1,503 2,675 924 2,317
======= ======= ======= ======= ======== ======= =======
Net income (loss) per common share:
Basic........................................... 0.26(2) 0.38 (.16) 0.30 0.52 0.18 0.44
Diluted......................................... 0.26(2) 0.38 (.16) 0.30 0.52 0.18 0.40
BALANCE SHEET DATA:
Current assets.................................... 9,470 10,063 9,279 9,075 10,187 41,836 45,792
Total assets...................................... 16,053 22,560 20,760 27,978 50,813 50,813 56,785
Total long-term debt (excluding current
portion)........................................ 120 -- -- 733 1,552 1,552 2,616
Total shareholders' equity........................ 11,020 13,002 12,452 14,396 17,455 17,445 20,163
Shareholders' equity per share(1)................. -- -- -- -- 3.38 -- 3.81
</TABLE>

------------------
(1) Based on 5,170,524 and 5,295,079 Shares issued and outstanding as of
October 31, 1999 and April 30, 2000, respectively, as reported in the
Company's Report on Form 10-K for the year ended October 31, 1999 and its
Report on Form 10-Q for the six months ended April 30, 2000.

(2) Pro Forma Net Income and Net Income Per Basic and Diluted Shares--Through
June 1995, the Company was not subject to federal and most state income
taxes since its shareholders elected that the Company be taxed as an S
Corporation pursuant to the Internal Revenue Code. Therefore, no provision
for federal income taxes has been included in the summary financial data for
fiscal 1994 and the portion of fiscal 1995 during which the Company was an S
Corporation. Although the S Corporation election is recognized for
California income tax purposes, the State of California requires S
Corporations to pay a tax of 1.5% of taxable income. Effective June 1995, in
conjunction with the Company's initial public offering of its common stock,
the Company's status as an S Corporation was terminated and the Company
became subject to federal and state income taxes.

The Company is subject to the informational and reporting requirements of
the Exchange Act and is required to file reports and other information with the
Commission relating to its business, financial condition and other matters.
Information, as of particular dates, concerning the Company's directors and
officers, their remuneration, stock options granted to them, the principal
holders of the Company's securities, any material interests of those persons in
transactions with the Company and other matters is required to be disclosed in
proxy statements distributed to the Company's shareholders and filed with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission

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<PAGE>
located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 3rd Floor, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this material may
be obtained by mail, upon payment of the Commission's customary fees, from the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Commission also maintains an Internet site on the world wide web at
http://www.sec.gov that contains reports, proxy statements and other
information. Reports, proxy statements and other information concerning the
Company should also be available for inspection at the offices of NASDAQ, 1735 K
Street, N.W., Washington, D.C. 20006. All of the information with respect to the
Company and its affiliates set forth in this Offer to Purchase has been derived
from publicly available information.

In connection with its efforts to evaluate a possible acquisition of the
Company, TCR was provided with materials about the Company which included
(a) pro forma information about what the results of the Company and its
subsidiaries would have been if three companies the Company acquired during
fiscal 1999 had been owned by the Company during the entire fiscal year, and (b)
projections of the Company's operating results during 2000, 2001 and 2002. The
projections assumed the Company would make at least three acquisitions during
those fiscal years. The projections showed that between fiscal 1999 and fiscal
2002 (i) revenues would grow at a compound annual rate of 22.8% (from pro forma
1999 revenues of $145.7 million to projected 2002 revenues of $270.0 million)
and earnings before interest, taxes, depreciation and amortization would grow at
a compound annual rate of $50.3% (from pro forma 1999 EBITDA of $7.6 million to
projected 2002 EBITDA of $26.7 million). In addition to resulting in part from
anticipated benefits of acquisitions during the next three years, the projected
increases resulted in part from an assumption that the Company would increase
its gross profit margin from 22.5% in 1999 to 26.7% in 2002. The materials also
projected that during the third quarter of fiscal 2000 (ending July 31, 2000),
the Company would have revenues of $39.7 million and EBITDA of $2.1 million.

14. INFORMATION CONCERNING THE PURCHASER, HOLDINGS, INC., BR HOLDINGS AND
THREE CITIES FUND III.

The Purchaser. The Purchaser is a Delaware corporation organized in order
to enter into the transactions which are the subject of the Merger Agreement
(including the Offer). The principal executive offices of the Purchaser are
located at the offices of Three Cities Research, Inc., 650 Madison Avenue, New
York, New York 10022. The Purchaser is wholly owned by Holdings, Inc., which is
wholly owned by BR Holdings. The Purchaser does not have any significant assets
or liabilities and has not engaged in activities other than those incidental to
its formation and capitalization, its execution of the Merger Agreement and
preparation for the Offer and the Merger. Because the Purchaser is newly formed
and has minimal assets and capitalization, no meaningful financial information
regarding the Purchaser is available.

Holdings, Inc. Holdings, Inc. is a Delaware corporation organized in order
to enter into the transactions which are the subject of the Merger Agreement
(including the Offer). Holdings Inc. is wholly owned by BR Holdings. The
principal executive offices of Holdings, Inc. are located at the offices of
Three Cities Research, Inc., 650 Madison Avenue, New York, New York 10022.
Holdings, Inc. does not have any significant assets or liabilities and has not
engaged in activities other than those incidental to its formation and
capitalization and preparation for the Offer and the Merger. Because Holdings,
Inc. is newly formed and has minimal assets and capitalization, no meaningful
financial information regarding Holdings, Inc. is available.

BR Holdings. BR Holdings is a Delaware limited liability company organized
in order to enter into, through a subsidiary (the Purchaser), the transactions
which are the subject of the Merger Agreement (including the Offer). The
principal executive offices of Holdings are located at the offices of Three
Cities Research, Inc., 650 Madison Avenue, New York, New York 10022. Immediately
before the Purchaser accepts the Shares which are tendered in response to the
Offer, BR Holdings will acquire from two members of the management of the
Company approximately 6% of the outstanding Shares in exchange for interests in
BR Holdings. In addition, it issued interests to the Three Cities Funds,
primarily for notes evidencing obligations to provide funds to be used in
connection with the Offer and the Merger. BR Holdings will transfer all Shares
it acquires prior to the expiration of the Offer and the notes to the Purchaser.
Because BR Holdings is newly formed, no meaningful financial information
regarding BR Holdings, is available.

The Three Cities Fund. Three Cities Fund III, L.P. and two affiliated
investment funds own 100% of BR Holdings. Three Cities Fund III, L.P. is a
Delaware limited partnership. It is principally engaged in investing in

18
<PAGE>
securities selected by its investment committee. The principal executive offices
of Three Cities Fund III are located at the offices of Three Cities Research,
Inc., 650 Madison Avenue, New York, New York 10022.

During the last 5 years none of the Purchaser's, Holdings, Inc., BR
Holdings' or any of Three Cities Fund III's officers, directors or general
partners was (1) convicted in a criminal proceeding or (2) party to a civil
proceeding of a judicial or administrative body and as a result of the
proceeding was or is subject to a judgment enjoining future violations of or
prohibiting activities subject to, Federal or state securities laws or finding
any violation of such laws.

None of the Purchaser Entities is subject to the informational and
reporting requirements of the Exchange Act. Therefore, none of them files
reports or other information with the Commission relating to its businesses,
financial condition or other matters.

The name, citizenship, business address, principal occupation or employment
and five-year employment history for each of the directors and executive
officers of the Purchaser, Holdings, Inc., BR Holdings and Three Cities Fund III
are set forth in Schedule I.

Except for the 319,168 Shares BR Holdings expects to acquire immediately
prior to the expiration of the Offer and transferred by it, through Holdings,
Inc., to the Purchaser, none of the Purchaser, Holdings, Inc., BR Holdings,
Three Cities Fund III or, to the best of their knowledge, any of the persons
listed on Schedule I or any associate or majority owned subsidiary of any of
those persons beneficially owns any equity security of the Company, and none of
the Purchaser Entities or, to the best of their knowledge, any of the other
persons referred to above, or any of their respective directors, executive
officers or subsidiaries, has effected any transaction in any equity security of
the Company during the past 60 days.

Except as described in this Offer to Purchase, none of the Purchaser
Entities or, to the best of their knowledge, any of the persons listed on
Schedule I has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of the Company, including, without
limitation, any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any securities of the Company, joint ventures,
loan or option arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies. Except as described in
this Offer to Purchase, none of the Purchaser Entities or, to the best of their
knowledge, any of the persons listed on Schedule I has had any transactions with
the Company or any of its executive officers, directors or affiliates that would
require reporting under the rules of the Commission.

Except as described in this Offer to Purchase, there have been no contacts,
negotiations or transactions between the Purchaser Entities or their respective
subsidiaries, or, to the best of their knowledge, any of the persons listed in
Schedule I, on the one hand, and the Company or its executive officers,
directors or affiliates, on the other hand, concerning a merger, consolidation
or acquisition, tender offer or other acquisition of securities, election of
directors or a sale or other transfer of a material amount of assets.

15. SOURCE AND AMOUNT OF FUNDS.

If all the outstanding Shares (including shares issuable on exercise of
options) not owned by the Purchaser, Holdings, Inc., BR
Holdings or the Three Cities Fund were tendered in response to the Offer, the
Purchaser would be required to pay a total of approximately $59,000,000 to
purchase the tendered Shares and pay the fees and other expenses related to the
Offer. See Section 19. The Purchaser expects to obtain the funds required to
consummate the Offer through payments by Three Cities Fund III of notes it gave
in payment for interests in BR Holdings which were transferred by BR Holdings,
through Holdings, Inc., to the Purchaser in exchange for common stock, preferred
stock and subordinated notes of the Purchaser. After the Merger, the Company
will obtain funds through borrowings from Comerica Bank--California ("Comerica")
which are the subject of a commitment dated July 7, 2000. Some of those funds
may be used to pay costs of the Offer and the Merger.

The commitment provides that Comerica will lend up to an aggregate of
$45,000,000 to the Company (as successor to the Purchaser) pursuant to revolving
credit and secured loan facilities. All advances made pursuant to these
facilities will mature five years from the date of the loan agrement and will be
secured by the property of the Company and a pledge of all the stock of the
subsidiaries of the Company. Borrowings will bear interest at (at the Company's
option) Comerica's base rate or its eurodollar rate plus applicable margins.

19
<PAGE>
16. THE MERGER.

The Merger Agreement. The Merger Agreement requires that if the Purchaser
accepts the Shares which are tendered in response to the Offer and not
withdrawn, following the satisfaction or waiver of the conditions described
below under "Conditions to the Merger" (which, with one exception, will be
within the Purchaser's control), the Company will be merged into the Purchaser,
which will be the surviving corporation of the Merger (the "Surviving
Corporation"). As a result of the Merger (i) BR Holdings (the indirect sole
shareholder of the Purchaser) will become the indirect sole shareholder of the
Company, and (ii) all the pre-Merger shareholders of the Company, other than the
Purchaser and BR Holdings, will receive cash equal to the Offer Price (i.e.,
$9.25 per share).

Under the California General Corporation Law, a company may not merge with
an entity which (directly or through affiliates) owns more than 50% but less
than 90% of the outstanding shares of the company, unless holders of
nonredeemable stock of the company receive in the merger nonredeemable common
shares of the surviving corporation or its parent. This would prevent the
Purchaser from paying cash in the Merger unless following completion of the
Offer, the Purchaser owned at least 90% of the outstanding Shares, or the
Purchaser subsequently increased its ownership to that level. In order to be
sure the Company's shareholders can receive cash as a result of the Merger, if
the Purchaser does not own at least 90% of the outstanding Shares after the
Offer is completed, the Purchaser will vote in favor of the Company's changing
its state of incorporation to Delaware, and therefore to cause the Merger to
take place entirely under Delaware law (which permits cash to be issued in a
merger regardless of the number of shares one party may own of the other). The
Company would change its state of incorporation to Delaware by forming a wholly
owned Delaware corporation and merging into that Delaware corporation in a
transaction in which each share of stock of the Company would become an
identical share of stock of the Delaware corporation. The Purchaser would be
required to vote for, and otherwise support, that reincorporation merger to the
same extent it is required to vote for and otherwise support the Merger. Because
the reincorporation would not have any effect on the Merger other than requiring
an extra step to cause it to take place (which could delay it), the discussion
below assumes the Merger will take place without the need for the Company to
reincorporate in Delaware.

Recommendation. The Merger Agreement states that the Special Committee of
the Company's Board of Directors has determined that the Merger Agreement and
the transactions contemplated by it are fair to and in the best interests of the
Company and its shareholders and that based upon the recommendation of the
Special Committee, the Board of Directors has resolved to recommend that the
Company's shareholders accept the Offer, tender their Shares in response to the
Offer and, if required to permit the Merger to take place, adopt and approve the
Merger Agreement and the Merger. The Board may, upon recommendation of the
Special Committee, withdraw, modify or amend its recommendation if it
determines, based upon advice of the Company's legal counsel, that its failure
to do so could reasonably be expected to be a breach of the directors' fiduciary
duties under applicable law. Each of the directors and executive officers of the
Company has agreed to tender and sell his or her shares in response to the
Offer, except that directors and executive officers whose sales might result in
liability under Section 16(b) of the Exchange Act have agreed that if they do
not tender and sell their Shares in response to the Offer, they will vote their
Shares in favor of the Merger.

Stock of the Company. AT THE EFFECTIVE TIME, (A) EACH COMMON SHARE WHICH
IS NOT OWNED BY THE PURCHASER WILL BECOME THE RIGHT TO RECEIVE $9.25 IN CASH, OR
ANY OTHER PRICE PER SHARE PAID WITH REGARD TO THE SHARES TENDERED IN RESPONSE TO
THE OFFER (WHICH MAY NOT BE LESS THAN $9.25 PER SHARE) AND (B) EACH SHARE OWNED
BY THE PURCHASER OR ITS SHAREHOLDERS, INCLUDING BR HOLDINGS, OR BY THE COMPANY
OR ITS SUBSIDIARIES, WILL BE CANCELLED AND NO PAYMENT WILL BE MADE WITH RESPECT
TO THOSE SHARES.

Stock of the Purchaser. At the Effective Time, each share of stock of the
Purchaser which is outstanding immediately before the Effective Time will be
converted into and become one share of the same class of stock of the Surviving
Corporation. Therefore, BR Holdings, which is the sole shareholder of the
Purchaser, will become the sole shareholder of the Company.

Company Options and Warrants. At the Effective Time, each outstanding
option or warrant issued by the Company will become the right to receive
(i) the amount, if any, by which the Offer Price exceeds the exercise price of
the option or warrant, times (ii) the number of Shares issuable upon exercise of
the option or warrant in full.

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<PAGE>

Shareholder Vote Required to Approve Merger. Under the California General
Corporate Law (the "CGCL"), the affirmative vote of holders of a majority of the
outstanding Shares (including any Shares owned by the Purchaser) is required to
approve the Merger. Immediately before the Purchaser accepts the Shares which
are tendered in response to the Offer, the Purchaser expects to own
approximately 6% of the outstanding Shares and the Merger will not be presented
to the shareholders unless the Purchaser has acquired through the Offer at least
51% of the remaining Shares. Therefore, if the Merger is presented to the
shareholders for approval, the Purchaser and its affiliates will be able to
cause the Merger to be approved, even if no other shareholders vote for it. If
the Purchaser acquires at least 90% of the outstanding shares, under
Section 1110 of the CGCL, shareholder approval will not be required.

Shareholders Meeting. If approval by the Company's shareholders is
required in order to consummate the Merger, and if the Purchaser purchases the
Shares which are properly tendered in response to the Offer, the Company will
hold a special meeting of its shareholders as soon as practicable after the
Expiration Time for the purpose of adopting the Merger Agreement and approving
the Merger.

Conditions to the Merger. If the Purchaser acquires the Shares which are
properly tendered in response to the Offer and not withdrawn, the Purchaser and
BR Holdings will be contractually obligated to vote in favor of the Merger. The
obligations of the Company to carry out the Merger will be conditioned on the
Merger's being approved by the holders of a majority of the outstanding Shares.
In addition, the obligations of the Company and of the Purchaser to complete the
Merger each are subject to the conditions that: (a) either of them will have
fulfilled in all material respects all its obligations under the Merger
Agreement required to have been fulfilled on or before the Merger Date; (b) no
order will have been entered by any court or governmental authority and be in
force which invalidates the Merger Agreement or restrains the Company or the
Purchaser from completing the transactions contemplated by the Merger Agreement;
and (c) if shareholder approval of the Merger is required by applicable law or
by the rules of the Nasdaq National Market (if they are applicable), the Merger
will have been approved by the holders of at least a majority of the outstanding
Shares.

Termination of the Merger Agreement. The Merger Agreement may be
terminated at any time prior to the Effective Time of the Merger, whether before
or after approval of the terms of the Merger Agreement by the shareholders of
the Company:

(1) by mutual consent of the Company and the Purchaser;

(2) by the Company if (i) any of the representations and warranties of
the Purchaser contained in the Merger Agreement was not complete and
accurate in all material respects on the date of the Merger Agreement or
(ii) any of the conditions to the Company's obligations to complete the
Merger are not satisfied or waived by the Company prior to or on the date
of the Merger;

(3) by the Purchaser if (i) any of the representations or warranties
of the Company contained in the Merger Agreement was not complete and
accurate in all material respects on the date of the Merger Agreement, or
(ii) any of the conditions to the Purchaser's obligations to complete the
Merger are not satisfied or waived by the Purchaser prior to or on the date
of the Merger;

(4) by the Company if after the date of the Merger Agreement and
before the Purchaser accepts the Shares which are properly tendered and not
withdrawn, (A) it receives an Acquisition Proposal or a potential acquiror
commences a cash tender offer for all the Company's outstanding stock
(other than that already owned by potential acquiror), (B) within 10
business days after the Company receives a Firm Proposal or the tender
offer is commenced, the Company's Board of Directors determines the Firm
Proposal or the tender offer is a Superior Proposal and resolves to accept
the Superior Proposal unless the Purchaser will increase the Tender Offer
Price to an amount at least as great as that offered in the Superior
Proposal or to recommend that shareholders tender their shares in response
to the Superior Proposal, and (C) the Company has given the Purchaser at
least 10 business days' prior notice (i) of the terms of the Superior
Proposal (including the consideration per Share, valuing non-cash
consideration as provided in the Merger Agreement, the Company's
shareholders would receive as a result of the Superior Proposal), and
(ii) that unless the Purchaser increases the Tender Offer Price to an
amount per share at least as great as the consideration per share the
Company's shareholders would receive as a result of the Superior Proposal,
the Merger Agreement will terminate as set forth in the notice and (E) the
Company has paid the Purchaser

21
<PAGE>
$750,000, and reimbursed or agreed to reimburse the Purchaser for its out
of pocket expenses (up to $500,000) incurred in connection with the Merger
Agreement and the transactions contemplated by it. A "Superior Proposal" is
an Acquisition Proposal which (A) would result in the Company's
shareholders receiving consideration which is at least 10% greater than the
Offer Price, (B) is not subject to the outcome of due diligence or any
other form of investigation, (C) is not subject to a financing contingency
and is from a proposed acquiror which the Board determines in good faith,
after consultation with its independent financial advisor, has the
financial resources necessary to carry out the transaction and (D) the
Board determines in good faith after consultation with its independent
financial advisor, to be more favorable to the Company's shareholders than
the Offer and the Merger.

The Company will not be able to withdraw a notice that it will terminate
the Merger Agreement which it gives as described in condition (4) unless the
Purchaser consents to the withdrawal.

Effect of Termination of the Merger Agreement. If the Merger Agreement is
terminated, neither the Company nor the Purchaser will be required to complete
the Merger. Termination of the Merger Agreement will not relieve either party of
liability for any breach of the Merger Agreement which occurs before the Merger
Agreement is terminated. If the Merger Agreement is terminated after the
Purchaser has accepted Shares tendered in response to the Offer, the termination
will not affect the Purchaser's purchase of the Shares it has accepted or its
obligation to pay for those Shares.

Acquisition Proposals. The Merger Agreement contains prohibitions against
the Company's soliciting, or authorizing its officers, directors, employees or
agents to solicit, acquisition proposals, and regarding what the Company may do
if it receives unsolicited acquisition proposals. It permits the Company to
furnish non-public information (after receiving a Confidentiality Agreement) to,
and to enter into discussions and negotiations with, a person who submits an
unsolicited proposal which the Special Committee determines, after consultation
with its financial advisor would, if consummated, result in the shareholders'
receiving consideration which is greater than the Offer Price and would be more
favorable to the shareholders than the Offer.

Board of Directors. The members of the Board of Directors of the Purchaser
immediately before the Effective Time will be the members of the Board of
Directors of the Surviving Corporation after the Effective Time and will hold
office in accordance with the by-laws of the Surviving Corporation.

Representations and Warranties. The Merger Agreement contains various
customary representations and warranties.

Other Provisions. The Merger Agreement also contains provisions
(i) requiring the Company to operate its business in the ordinary course,
including maintaining the goodwill of its business and maintaining its assets in
good condition, limiting the Company's borrowings and commitments for capital
expenditures, precluding the Company from amending or entering into employment
or severance agreements, and precluding the Company from paying dividends (other
than payments by subsidiaries of the Company to the Company or to other wholly
owned subsidiaries of the Company) or taking other steps regarding its stock,
until the Effective Time and (ii) requiring the Purchaser (and the Surviving
Corporation) to indemnify present and former directors, officers or employees of
the Company and its subsidiaries against liability rising out of their service
as directors, officers or employees of the Company or its subsidiaries.

Appraisal Rights. If immediately before the Merger is consummated, the
Shares are traded on the Nasdaq National Market (as they currently are), holders
of Shares will not have dissenters' appraisal rights as a result of the Merger
Shares unless holders of 5% or more of the outstanding Shares dissent from the
Merger and notify the Company before the vote on the Merger of their intention
to seek appraisal of their shares. If trading of the Shares on the Nasdaq
National Market is terminated before the Effective Time of the Merger, holders
of Shares at the Effective Time of the Merger who follow the procedures set
forth in Chapter 13 of the CGCL will be entitled to receive the appraised value
of their Shares, which may be more or less than what they would receive as a
result of the Merger, regardless of how many Shares are held by persons who seek
appraisal of their shares. The text of Sections 1301--1305 of the CGCL, which
contain the requirements and procedures for seeking the appraised value of
shares in connection with a merger, is attached as Schedule II to this Offer to
Purchase.

If the Company changes its state of incorporation to Delaware, the
availability of, and procedures for asserting, dissenters' appraisal rights as a
result of the Merger will be governed by Section 262 of the DGCL

22
<PAGE>
instead of Chapter 13 of the CGCL. There are differences between the Delaware
provisions and the California provisions. Among other things, under the Delaware
provisions, if the Shares are traded on the Nasdaq National Market System
immediately before the Merger is consummated, holders of Shares will not have
dissenters' appraisal rights no matter how many shares are owned by holders who
dissent from the Merger. Also, if dissenters' appraisal rights are available,
there are some differences between the procedures under the DGCL and those under
the CGCL. The text of Section 262 of the DGCL is attached as Schedule III to
this Offer to Purchase.

THE REQUIREMENTS FOR SEEKING THE APPRAISED VALUE OF SHARES AS A RESULT OF A
MERGER ARE COMPLICATED AND MUST BE FOLLOWED CAREFULLY. WE URGE YOU TO READ THE
ATTACHED TEXT OF THE RELEVANT PORTIONS OF THE CGCL AND THE DGCL IF YOU ARE
CONSIDERING DISSENTING AND SEEKING THE APPRAISED VALUE OF YOUR SHARES.

17. DIVIDENDS AND DISTRIBUTIONS.

The Merger Agreement prohibits the Company from paying any dividends or
making other distributions with regard to its stock or from issuing any Shares,
until the Effective Time of the Merger.

18. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

General. Except as otherwise disclosed in this Offer to Purchase, based on
the Company's representations and warranties in the Merger Agreement and a
review of publicly available filings by the Company with the Commission, the
Purchaser is not aware of (i) any license or regulatory permit that appears to
be material to the business of the Company and its subsidiaries, taken as a
whole, that might be adversely affected by the acquisition of Shares by the
Purchaser pursuant to the Offer or by the Merger or (ii) any approval or other
action by any governmental, administrative or regulatory agency or authority,
domestic or foreign, that would be required for the Purchaser to acquire and own
Shares.

Going Private Transactions. The Commission has adopted Rule 13e-3 under
the Exchange Act, which is applicable to certain "going private" transactions.
This Offer to Purchase contains information required by Rule 13e-3. Also, the
Purchaser, BR Holdings and Three Cities Fund III have filed with the Commission
a Transaction Statement on Schedule TO. The Schedule TO and any exhibits or
amendments to it may be inspected at, and copies obtained from, the places
described in Section 13 (except that they will not be available at the regional
offices of the Commission).

Antitrust Compliance. The Company and Three Cities Fund III will make a
filing with the United States Federal Trade Commission (the "FTC") under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The HSR
Act requires that, before an acquisition involving companies which exceed
specified sizes can take place, information must be provided to the FTC and to
the Antitrust Division of the United States Department of Justice, and specified
waiting periods must expire or be terminated by the FTC or the Antitrust
Division. The waiting period with regard to a tender offer is ten days, but if
during the ten day period, either of those agencies requests further
information, the waiting period will be extended until ten days after the
additional information is provided.

State Takeover Statutes. A number of other states have adopted laws and
regulations applicable to attempts to acquire securities of corporations which
are incorporated, or have substantial assets, shareholders, principal executive
offices or principal places of business, or whose business operations otherwise
have substantial economic effects, in such states. In 1982, in Edgar v. MITE
Corp., the Supreme Court of the United States invalidated on constitutional
grounds the Illinois Business Takeover Statute, which, as a matter of state
securities law, made takeovers of corporations meeting certain requirements more
difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the
Supreme Court held that the State of Indiana may, as a matter of corporate law,
and, in particular, with respect to those aspects of corporate law concerning
corporate governance, constitutionally disqualify a potential acquiror from
voting on the affairs of a target corporation without the prior approval of the
remaining shareholders. The state law before the Supreme Court was by its terms
applicable only to corporations that had a substantial number of shareholders in
the state and were incorporated there.

19. FEES AND EXPENSES.

Except as set forth below, none of the Purchaser, Holdings, Inc., BR
Holdings or the Three Cities Fund will pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer.

23
<PAGE>
The Purchaser has retained D.F. King & Co., Inc. to act as the Information
Agent in connection with the Offer. The Information Agent may contact holders of
Shares by mail, telephone, facsimile, telegraph and personal interviews and may
request brokers, dealers and other nominee shareholders to forward materials
relating to the Offer to beneficial owners of Shares. The Information Agent will
receive reasonable and customary compensation together with reimbursement for
its reasonable out-of-pocket expenses and will be indemnified against certain
liabilities and expenses, including certain liabilities under the federal
securities laws.

In addition, the Purchaser has retained American Stock Transfer and Trust
Company as the Depositary. The Depositary has not been asked to make
solicitations or recommendations in its role as Depositary. The Depositary will
receive reasonable and customary compensation for its services, will be
reimbursed for certain reasonable out-of-pocket expenses and will be indemnified
against certain liabilities and expenses. Brokers, dealers, commercial banks and
trust companies will be reimbursed by the Purchaser for customary mailing and
handling expenses incurred by them in forwarding offering material to their
customers.

20. MISCELLANEOUS.

The Purchaser is not aware of any jurisdiction where the making of the
Offer is prohibited by any administrative or judicial action or pursuant to any
state statute. If the Purchaser becomes aware of any state statute prohibiting
the making of the Offer or the acceptance of the Shares which are tendered in
response to the Offer, the Purchaser will make a good faith effort to comply
with that state statute. If, after a good faith effort the Purchaser cannot
comply with any state statute, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) the holders of Shares in that state.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER WHICH IS NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF ANYONE GIVES ANY INFORMATION OR
MAKES ANY REPRESENTATION WHICH DIFFERS FROM WHAT IS SAID IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, THAT INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
PURCHASER.

The Purchaser, Holdings, Inc., BR Holdings and Three Cities Fund III have
filed with the Commission a Tender Offer Statement on Schedule TO, as amended
(the "Schedule TO"), together with exhibits, pursuant to Rule 14d-3 of the Rules
under the Exchange Act, containing information with respect to the Offer in
addition to what is contained in this Amended Offer to Purchase, and they may
file amendments to the Schedule TO. The Schedule TO and any amendments to it,
including exhibits, may be inspected at, and copies may be obtained from, the
places described in Section 13 (except that they will not be available at the
regional offices of the Commission).

BRG ACQUISITION CORPORATION

August 4, 2000

24
<PAGE>
SCHEDULE I

CERTAIN INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF THE THREE CITIES FUND, BR HOLDINGS AND THE PURCHASER

1. Directors and Executive Officers of the Three Cities Fund. Set forth
below is the name, current business address, citizenship and the present
principal occupation or employment and material occupations, positions, offices
or employments for the past five years of each managing director of Three Cities
Research, Inc., the advisor to the Three Cities Fund. The principal address of
the Three Cities Fund and, unless otherwise indicated below, the current
business address for each individual listed below is c/o Three Cities Research,
Inc., 650 Madison Avenue, New York, New York 10022. Unless otherwise indicated,
each such person is a citizen of the United States.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT DURING PAST FIVE YEARS, POSITIONS
NAME WITH THE THREE CITIES FUND AND CERTAIN DIRECTORSHIPS
------------------------------------------ ---------------------------------------------------------------------

<S> <C>
J. William Uhrig.......................... Mr. Uhrig is a Director and is the Secretary of Three Cities
Research, Inc. Mr. Uhrig has been Director of Three Cities Research,
Inc. since 1991. Mr. Uhrig joined Three Cities Research, Inc. in
1984. From January 1993 to January 1998, Mr. Uhrig served on the
Board of Directors of MLX Corp., a holding company which was a
predecessor of Morton Industrial Group. From January 1997 to October
1998, Mr. Uhrig served on the Board of Directors of Family Bargain
Corporation.

Willem F.P. de Vogel...................... Mr. de Vogel is a Director and is the President of Three Cities
Research, Inc. Mr. de Vogel has been the President of Three Cities
Research, Inc. since 1982. Mr. de Vogel is a Director of Computer
Associates International and Morton Industrial Group. Mr. de Vogel is
a citizen of The Netherlands.

Thomas G. Weld............................ Mr. Weld is a Director and is the Treasurer of Three Cities Research,
Inc. which he joined in 1993. From 1988 until 1993, Mr. Weld was an
associate with McKinsey and Company, a management consulting firm.
Mr. Weld was a director of Family Bargain Corporation from January
1997 to December 1998.
</TABLE>

2. Directors and Executive Officers of BR Holdings. Set forth below is the
name, current business address, citizenship and the present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and executive officer of BR Holdings. The
principal address of BR Holdings and, unless otherwise indicated below, the
current business address for each individual listed below is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. Unless otherwise
indicated, each such person is a citizen of the United States.

<S> <C>
W. Robert Wright II....................... Mr. Wright is a Director and is the Secretary of the Purchaser.
Mr. Wright has been employed by Three Cities Research, Inc. since
1992, except for a period from July 1993 to August 1995 when he was
in a graduate program at Harvard University. He has been a Principal
of Three Cities Research, Inc. since 1998. Before joining Three
Cities Research, Inc., Mr. Wright worked for Marriott International
in its strategic planning department. He is a Director of Family
Bargain Corporation.
</TABLE>

I-1
<PAGE>
<TABLE>
<S> <C>
J. William Uhrig.......................... Mr. Uhrig is a Director and is the Vice-President of the Purchaser.
Mr. Uhrig's biographical information is set forth above.

Jeanette Welsh............................ Ms. Welsh is a Director and is the Secretary of the Purchaser.
Ms. Welsh has been employed by Three Cities Research, Inc. since
October 1999. From April 1998 to October 1999, Ms. Welsh practiced
law at the law firm of Epstein, Becker & Green, P.C. Ms. Welsh was
the Administrative Officer at Societe Generale Securities Corporation
from November 1992 to March 1998.
</TABLE>

3. Directors and Executive Officers of Holdings, Inc. Set forth below is
the name, current business address, citizenship and the present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
Purchaser. The principal address of Purchaser and, unless otherwise indicated
below, the current business address for each individual listed below is c/o
Three Cities Research, Inc., 650 Madison Avenue, New York, New York 10022.
Unless otherwise indicated, each such person is a citizen of the United States.

<S> <C>
W. Robert Wright II....................... Mr. Wright is a Director and is the President of the Purchaser.
Mr. Wright's biographical information is set forth above.

J. William Uhrig.......................... Mr. Uhrig is a Director and is the Vice-President of the Purchaser.
Mr. Uhrig's biographical information is set forth above.

Jeanette Welsh............................ Ms. Welsh is a Director and is the Secretary and Treasurer of the
Purchaser. Ms. Welsh's biographical information is set forth above
</TABLE>

4. Directors and Executive Officers of Purchaser. Set forth below is the
name, current business address, citizenship and the present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and executive officer of Purchaser. The
principal address of Purchaser and, unless otherwise indicated below, the
current business address for each individual listed below is c/o Three Cities
Research, Inc., 650 Madison Avenue, New York, New York 10022. Unless otherwise
indicated, each such person is a citizen of the United States.

<S> <C>
W. Robert Wright II....................... Mr. Wright is a Director and is the President of the Purchaser.
Mr. Wright's biographical information is set forth above.

J. William Uhrig.......................... Mr. Uhrig is a Director and is the Vice-President of the Purchaser.
Mr. Uhrig's biographical information is set forth above.

Jeanette Welsh............................ Ms. Welsh is a Director and is the Secretary and Treasurer of the
Purchaser. Ms. Welsh's biographical information is set forth above
</TABLE>

I-2
<PAGE>
SCHEDULE II

California General Corporation Law, ss.ss.1301-1305

ss. 1301. Notice to holder of dissenting shares of reorganization approval;
Demand for purchase of shares; Contents of demand

(a) If, in the case of a reorganization, any stockholders of a corporation
have a right under Section 1300, subject to compliance with paragraphs (3) and
(4) of subdivision (b) thereof, to require the corporation to purchase their
shares for cash, such corporation shall mail to each such stockholder a notice
of the approval of the reorganization by its outstanding shares (Section 152)
within 10 days after the date of such approval, accompanied by a copy of
Sections 1300, 1302, 1303, 1304 and this section, a statement of the price
determined by the corporation to represent the fair market value of the
dissenting shares, and a brief description of the procedure to be followed if
the stockholder desires to exercise the stockholder's right under such sections.
The statement of price constitutes an offer by the corporation to purchase at
the price stated any dissenting shares as defined in subdivision (b) of Section
1300, unless they lose their status as dissenting shares under Section 1309.

(b) Any stockholder who has a right to require the corporation to purchase
the stockholder's shares for cash under Section 1300, subject to compliance with
paragraphs (3) and (4) of subdivision (b) thereof, and who desires the
corporation to purchase such shares shall make written demand upon the
corporation for the purchase of such shares and payment to the stockholder in
cash of their fair market value. The demand is not effective for any purpose
unless it is received by the corporation or any transfer agent thereof (1) in
the case of shares described in clause (i) or (ii) of paragraph (1) of
subdivision (b) of Section 1300 (without regard to the provisos in that
paragraph), not later than the date of the stockholder's meeting to vote upon
the reorganization, or (2) in any other case within 30 days after the date on
which the notice of the approval by the outstanding shares pursuant to
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the stockholder.

(c) The demand shall state the number and class of the shares held of
record by the stockholder which the stockholder demands that the corporation
purchase and shall contain a statement of what such stockholder claims to be the
fair market value of those shares as of the day before the announcement of the
proposed reorganization or short-form merger. The statement of fair market value
constitutes an offer by the stockholder to sell the shares at such price.

ss. 1302. Stamping or endorsing dissenting shares

Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the stockholder, the stockholder shall submit to the corporation at
its principal office or at the office of any transfer agent thereof, (a) if the
shares are certificated securities, the stockholder's certificates representing
any shares which the stockholder demands that the corporation purchase, to be
stamped or endorsed with a statement that the shares are dissenting shares or to
be exchanged for certificates of appropriate denomination so stamped or endorsed
or (b) if the shares are uncertificated securities, written notice of the number
of shares which the stockholder demands that the corporation purchase. Upon
subsequent transfers of the dissenting shares on the books of the corporation,
the new certificates, initial transaction statement, and other written
statements issued therefor shall bear a like statement, together with the name
of the original dissenting holder of the shares.

ss. 1303. Dissenting stockholder entitled to agreed price with interest thereon;
When price to be paid

(a) If the corporation and the stockholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting
stockholder is entitled to the agreed price with interest thereon at the legal
rate on judgments from the date of the agreement. Any agreements fixing the fair
market value of any dissenting shares as between the corporation and the holders
thereof shall be filed with the secretary of the corporation.

(b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount thereof
has been agreed or within 30 days after any statutory or contractual conditions
to the reorganization are satisfied, whichever is later, and in the case of
certificated securities, subject to surrender of the certificates therefor,
unless provided otherwise by agreement.

II-1
<PAGE>
ss. 1304. Action by dissenters to determine whether shares are dissenting shares
or fair market value of dissenting shares or both; Joinder of stockholders;
Consolidation of actions; Determination of issues; Appointment of appraisers

(a) If the corporation denies that the shares are dissenting shares, or the
corporation and the stockholder fail to agree upon the fair market value of the
shares, then the stockholder demanding purchase of such shares as dissenting
shares or any interested corporation, within six months after the date on which
notice of the approval by the outstanding shares (Section 152) or notice
pursuant to subdivision (i) of Section 1110 was mailed to the stockholder, but
not thereafter, may file a complaint in the superior court of the proper county
praying the court to determine whether the shares are dissenting shares or the
fair market value of the dissenting shares or both or may intervene in any
action pending on such a complaint.

(b) Two or more dissenting stockholders may join as plaintiffs or be joined
as defendants in any such action and two or more such actions may be
consolidated.

(c) On the trial of the action, the court shall determine the issues. If
the status of the shares as dissenting shares is in issue, the court shall first
determine that issue. If the fair market value of the dissenting shares is in
issue, the court shall determine, or shall appoint one or more impartial
appraisers to determine, the fair market value of the shares.

ss. 1305. Duty and report of appraisers; Court's confirmation of report;
Determination of fair market value by court; Judgment, and payment; Appeal;
Costs of action

(a) If the court appoints an appraiser or appraisers, they shall proceed
forthwith to determine the fair market value per share. Within the time fixed by
the court, the appraisers, or a majority of them, shall make and file a report
in the office of the clerk of the court. Thereupon, on the motion of any party,
the report shall be submitted to the court and considered on such evidence as
the court considers relevant. If the court finds the report reasonable, the
court may confirm it.

(b) If a majority of the appraisers appointed fail to make and file a
report within 10 days from the date of their appointment or within such further
time as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.

(c) Subject to the provisions of Section 1306, judgment shall be rendered
against the corporation for payment of an amount equal to the fair market value
of each dissenting share multiplied by the number of dissenting shares which any
dissenting stockholder who is a party, or who has intervened, is entitled to
require the corporation to purchase, with interest thereon at the legal rate
from the date on which judgment was entered.

(d) Any such judgment shall be payable forthwith with respect to
uncertificated securities and, with respect to certificated securities, only
upon the endorsement and delivery to the corporation of the certificates for the
shares described in the judgment. Any party may appeal from the judgment.

(e) The costs of the action, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the
court considers equitable, but, if the appraisal exceeds the price offered by
the corporation, the corporation shall pay the costs (including in the
discretion of the court attorneys' fees, fees of expert witnesses and interest
at the legal rate on judgments from the date of compliance with Sections 1300,
1301 and 1302 if the value awarded by the court for the shares is more than 125
percent of the price offered by the corporation under subdivision (a) of Section
1301).

II-2
<PAGE>
SCHEDULE III

Delaware General Corporation Law ss. 262. Appraisal rights

(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this
section with respect to such shares, who continuously holds such shares through
the effective date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in favor of the
merger or consolidation nor consented thereto in writing pursuant to ss. 228 of
this title shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to ss. 251 (other than a merger effected pursuant to ss.
251(g) of this title), ss. 252, ss. 254, ss. 257, ss. 258, ss. 263 or ss. 264 of
this title:

(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or
(ii) held of record by more than 2,000 holders; and further provided that
no appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the stockholders of the surviving corporation
as provided in subsection (f) of ss. 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection, appraisal rights
under this section shall be available for the shares of any class or series
of stock of a constituent corporation if the holders thereof are required
by the terms of an agreement of merger or consolidation pursuant to ss. ss.
251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock
anything except:

a. Shares of stock of the corporation surviving or resulting from
such merger or consolidation, or depository receipts in respect thereof;

b. Shares of stock of any other corporation, or depository receipts
in respect thereof, which shares of stock (or depository receipts in
respect thereof) or depository receipts at the effective date of the
merger or consolidation will be either listed on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc. or held of record by more than 2,000 holders;

c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or

d. Any combination of the shares of stock, depository receipts and
cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a., b. and c. of this
paragraph.

(3) In the event all of the stock of a subsidiary Delaware corporation
party to a merger effected under ss. 253 of this title is not owned by the
parent corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,

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the procedures of this section, including those set forth in subsections
(d) and (e) of this section, shall apply as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsection (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of such
stockholder's shares shall deliver to the corporation, before the taking of
the vote on the merger or consolidation, a written demand for appraisal of
such stockholder's shares. Such demand will be sufficient if it reasonably
informs the corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of such stockholder's
shares. A proxy or vote against the merger or consolidation shall not
constitute such a demand. A stockholder electing to take such action must
do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or consolidation, the surviving or
resulting corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not voted in
favor of or consented to the merger or consolidation of the date that the
merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant to ss. 228 or
ss. 253 of this title, each consitutent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constitutent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section; provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within 20 days after the date of mailing
of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constitutent corporation shall send a second notice before
the effective date of the merger or consolidation notifying each of the
holders of any class or series of stock of such constitutent corporation
that are entitled to appraisal rights of the effective date of the merger
or consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either
notice that such notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each
constitutent corporation may fix, in advance, a record date that shall be
not more than 10 days prior to the date the notice is given, provided, that
if the notice is given on or after the effective date of the merger or
consolidation, the record date shall be such effective date. If no record
date is fixed and the notice is given prior to the effective date, the
record date shall be the close of business on the day next preceding the
day on which the notice is given.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw such stockholder's demand

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for appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and
(d) hereof, upon written request, shall be entitled to receive from the
corporation surviving the merger or resulting from the consolidation a statement
setting forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement shall
be mailed to the stockholder within 10 days after such stockholder's written
request for such a statement is received by the surviving or resulting
corporation or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.

(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that such stockholder is not entitled to appraisal rights under this
section.

(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

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(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however, that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

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Facsimile copies of the Letter of Transmittal, properly completed and duly
signed, will be accepted. The Letter of Transmittal, certificates for Shares and
any other required documents should be sent by each shareholder of the Company
or the shareholder's broker, dealer, commercial bank, trust company or other
nominee to the Depositary as follows:

The Depositary for the Offer is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY

<TABLE>
<S> <C> <C> <C>
By Registered or Facsimile
Certified Mail: Transmission: By Hand: By Overnight Courier:
--------------------------- --------------------------- ---------------------------

American Stock Transfer (for Eligible American Stock Transfer American Stock Transfer
and Trust Company Institutions Only) and Trust Company and Trust Company
40 Wall Street (718) 234-5001 40 Wall Street 40 Wall Street
46th Floor 46th Floor 46th Floor 46th Floor
New York, NY 10005 New York, NY 10005 New York, NY 10005
</TABLE>

For Confirmation Telephone:
(718) 921-8200

Any questions or requests for assistance or additional copies of the Offer
to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may
be directed to the Information Agent at the telephone numbers and location
listed below. You may also contact your broker, dealer, commercial bank or trust
company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005-4495

Banks and Brokerage Firms Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 628-8528