##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K

|  |  |                                                                                                                              
|- |  | -----------------------------------------------------------------------------------------------------------------------------
|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2003

or

|  |  |                                                                                                                                     
|- |  | ------------------------------------------------------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
          TO

Commission file number 0-27694

SCB COMPUTER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)


|                                                                         |  |                                             
|------------------------------------------------------------------------ |  | --------------------------------------------
|Tennessee
(State or other jurisdiction of incorporation or organization) |  | 62-1201561
(IRS Employer Identification No.)

|                                                                                                    |  |                 
|--------------------------------------------------------------------------------------------------- |  | ----------------
|3800 Forest Hill-Irene Road, Suite 100, Memphis, Tennessee
(Address of principal executive offices) |  | 38125
(Zip code)

|                                                   
|---------------------------------------------------
|Registrants telephone number, including area code:
|(901) 754-6577                                     

|                                                           
|-----------------------------------------------------------
|Securities registered pursuant to Section 12(b) of the Act:
|None                                                       

|                                                           
|-----------------------------------------------------------
|Securities registered pursuant to Section 12(g) of the Act:
|Common Stock, par value $.01 per share                     

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YesxNoo

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes     No     X

The aggregate market value of the shares of common stock held by
non-affiliates of the registrant, computed by reference to the closing price,
as reported on the OTC Bulletin Board, as of June 30, 2003, was approximately
$22,804,769.

At
July 11, 2003, there were 24,412,754 shares of common stock
outstanding.





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DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part II of Form 10-K is incorporated herein by
reference from the registrants annual report to shareholders for the fiscal
year ended April 30, 2003. The information required by Part III of Form 10-K,
to the extent not set forth herein, is incorporated herein by reference from
the registrants definitive proxy statement for its 2003 annual meeting of
shareholders, which will be filed with the Securities and Exchange Commission
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, within 120 days after the end of the registrants fiscal year ended
April 30, 2003.





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TABLE OF CONTENTS



|                                                   |                                                                                                                    |  |  |  |  |  |  | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS  
|PART I                                            
|                                                   | ITEM 1. BUSINESS                                                                                                  
|                                                   | ITEM 2. PROPERTIES                                                                                                
|                                                   | ITEM 3. LEGAL PROCEEDINGS                                                                                         
|                                                   | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                       
|PART II                                           
|                                                   | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                    
|                                                   | ITEM 6. SELECTED FINANCIAL DATA                                                                                   
|                                                   | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                      RESULTS OF OPERATIONS
|                                                   | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                               
|                                                   | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                               
|                                                   | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                      
|PART III                                          
|                                                   | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                                       
|                                                   | ITEM 11. EXECUTIVE COMPENSATION                                                                                   
|                                                   | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS           
|                                                   | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                           
|                                                   | ITEM 14. CONTROLS AND PROCEDURES                                                                                  
|PART IV                                           
|                                                   | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                                         
|SIGNATURES                                        
|SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS   
|EXHIBIT INDEX                                     
|EX-10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREE
|EX-13 FINANCIAL HIGHLIGHTS                        
|EX-21 SUBSIDIARIES OF SCB COMPUTER TECHNOLOGY, INC
|EX-23 CONSENT OF INDEPENDENT CPA'S                
|EX-99.1 SECTION 906 CERTIFICATION OF THE CEO      
|EX-99.2 SECTION 906 CERT. OF THE CFO AND TREASURER



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SCB COMPUTER TECHNOLOGY, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

|                                                 |  |          |      |                                                                                                |  |      |    | 
|------------------------------------------------ |  | -------- | ---- | ---------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                 |  |          |      |                                                                                                |  | Page
|                                                 |  |          |      |                                                                                                |  |     
|Cautionary Note About Forward-Looking Statements |  |          | 1    |                                                                                               
|Part I                                           |  |          |      |                                                                                                |  |     
|                                                 |  | Item 1.  |      | Business                                                                                       |  |      | 2  | 
|                                                 |  | Item 2.  |      | Properties                                                                                     |  |      | 7  | 
|                                                 |  | Item 3.  |      | Legal Proceedings                                                                              |  |      | 7  | 
|                                                 |  | Item 4.  |      | Submission of Matters to a Vote of Security Holders                                            |  |      | 7  | 
|Part II                                          |  |          |      |                                                                                                |  |     
|                                                 |  | Item 5.  |      | Market for Registrants Common Equity and Related Stockholder Matters                          |  |      | 8  | 
|                                                 |  | Item 6.  |      | Selected Financial Data                                                                        |  |      | 8  | 
|                                                 |  | Item 7.  |      | Managements Discussion and Analysis of
Financial Condition and Results of Operations          |  |      | 8  | 
|                                                 |  | Item 7A. |      | Quantitative and Qualitative Disclosures About Market Risk                                     |  |      | 8  | 
|                                                 |  | Item 8.  |      | Financial Statements and Supplementary Data                                                    |  |      | 8  | 
|                                                 |  | Item 9.  |      | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  |      | 8  | 
|Part III                                         |  |          |      |                                                                                                |  |     
|                                                 |  | Item 10. |      | Directors and Executive Officers of the Registrant                                             |  |      | 9  | 
|                                                 |  | Item 11. |      | Executive Compensation                                                                         |  |      | 9  | 
|                                                 |  | Item 12. |      | Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters |  |      | 9  | 
|                                                 |  | Item 13. |      | Certain Relationships and Related Transactions                                                 |  |      | 10 | 
|                                                 |  | Item 14. |      | Controls and Procedures                                                                        |  |      | 10 | 
|Part IV                                          |  |          |      |                                                                                                |  |     
|                                                 |  | Item 15. |      | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               |  |      | 11 | 
|Signatures                                       |  |          | 12   |                                                                                               
|Schedule                                         |  |          | S-1  |                                                                                               
|Exhibit Index                                    |  |          | EI-1 |                                                                                               





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CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. All statements made in
this report, other than statements of historical fact, are forward-looking
statements. They usually include, without limitation, the words believes,
anticipates, expects, estimates, projects, intends, plans, hopes,
future and words of similar phrasing and meaning. Forward-looking statements
reflect managements current assumptions, beliefs, and expectations and express
managements views of future performance and trends.

Forward-looking statements are subject to a number of risks and
uncertainties, including those discussed below, that could cause actual results
to differ materially from historical or anticipated results. These factors
include, but are not limited to, the potential for the Companys business
relationships with its significant customers to change or deteriorate; the
potential early termination of the Companys IT service contracts without
penalty; the potential for the Companys customers to reduce their IT services
outsourcing for various reasons, including federal and state budgetary
constraints; the Companys potential liability to its customers in connection
with the provision of IT services; the Companys potential inability to
attract, develop and retain qualified IT employees; the potential for customers
to hire the Companys employees; potential changes in the utilization and
productivity rates of the Companys IT employees; the Companys dependence on
key management personnel; the types and mix of IT services that the Company
performs during any particular period; potential changes in the Companys gross
profit due to a variety of factors, including increased wage and benefit costs
that are not offset by billed rate increases; the Companys potential inability
to finance, sustain and manage growth; the Companys potential inability to
develop or acquire additional IT service offerings; the Companys potential
inability to effectively identify, integrate and manage acquired businesses,
including Remtech Services, Inc.; the Companys increased leveraged position as
a result of the Remtech Services, Inc. acquisition; the potential effects of
competition; the potential outcome of possible litigation involving the
Company; the Companys decision to focus on its core competencies of IT
outsourcing, consulting and professional staffing; the Companys potential
inability to complete the acquisition of National Systems and Research Co; the
Companys potential inability to successfully integrate National Systems and
Research Co. and potential deterioration in the condition of the U.S. economy
and the IT services industry.

The Company disclaims any intent and undertakes no obligation to publicly
release any revision to or update of any forward-looking statement contained in
this report to reflect events occurring or circumstances existing after the
date hereof or otherwise.

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PART I




|        |  |         
|------- |  | --------
|ITEM 1. |  | BUSINESS

General

SCB Computer Technology, Inc. (the Company) is a leading provider of
information technology (IT) management and technical services to the United
States of America (U.S.) federal government, state and local government
agencies and commercial enterprises. The Companys services consist of (1)
consulting, which mainly entails the evaluation, design and re-engineering of
computer systems, management, quality assurance and technical directions for IT
projects, network planning and implementation, and functional expertise and
training; (2) outsourcing, which usually involves system development and
integration, maintenance, data center management, help desk and technical
services; and (3) professional staffing, which includes providing skilled IT
staff on an as-needed basis.

The Company was founded as a partnership in 1976 and was incorporated
under the laws of the State of Tennessee in 1984. The Companys principal
executive offices are located at 3800 Forest Hill-Irene Road, Suite 100,
Memphis, Tennessee 38125, and its telephone number at that address is (901)
754-6577. The Company also can be contacted via its website at
http://www.scb.com.

Business Development

In fiscal 2003, the Companys performance reflected the dramatic change in
its strategic direction that began in fiscal 2001 and continued in fiscal 2002.
In fiscal 2001, management re-evaluated the Companys strategic direction and
concluded that while the acquisition and diversification strategy followed by
the Company since fiscal 1997 had grown revenues at a robust rate, the
Companys net income had declined over the same period. Accordingly, management
changed the Companys business development strategy to focus on its historical
core competencies of providing IT consulting, outsourcing, and professional
staffing services (the core operations). A portion of that change in
strategic direction included focusing on the Companys strengths with
government customers and adding agencies of the U.S. federal government as
customers. As a result of the change in strategic direction, beginning in
fiscal 2001 and continuing through fiscal 2002, the Company disposed of several
underperforming business units. These non-core business units were engaged in
specialized policy consulting, computer hardware and specialty software sales,
enterprise resource planning, and computer equipment leasing (the non-core
operations). Beginning in fiscal 2003, the Company implemented a strategic
acquisition plan focused on growing its core operations through acquiring
companies with heavy concentrations in the government market, primarily the
U.S. Federal government market. The Company completed its first acquisition
under its plan with the purchase of Remtech Services, Inc. on February 6, 2003
as described below in Business Acquisitions. Subsequent to fiscal 2003, on May
28, 2003, the Company entered into a definitive agreement to acquire a second
company, National Systems Research Co. This acquisition is expected to close
by August 31, 2003 as described below in Business Acquisitions.

Business Acquisitions

On February 4, 2003, the Company, Remtech Services, Inc. (Remtech or
RSI), and the shareholders of Remtech (the Shareholders), entered into a
Stock Purchase Agreement (the Agreement), pursuant to which the Company
agreed to purchase and the Shareholders agreed to sell 100% of the outstanding
common stock of Remtech. On February 6, 2003 (the Closing Date), the sale was
completed. On the Closing Date, the Company acquired all of the outstanding
stock of Remtech from the Shareholders. Subsequent to the Closing Date, the
parties amended the agreement to have the acquisition effective as of February
1, 2003. Pursuant to the Agreement, the Company paid cash in the amount of
$10,864,000 and issued unsecured, subordinated promissory notes in the
aggregate amount of $1,800,000 to the Shareholders in consideration of the sale
of all the outstanding shares of common stock of Remtech. The purchase price
was determined by arms length negotiation between the parties, taking into
account the historical operating results and existing customer relationships of
Remtechs business. The Company obtained financing for part of the cash
consideration paid pursuant to the Agreement by (a) a term loan of
approximately $7,700,000 and (b) borrowing approximately $3,000,000 under the
Companys existing revolving loan. The Company funded the balance of the cash
consideration from working capital. The borrowing base under the existing
revolving loan was increased by approximately $3.7 million by virtue of adding
Remtechs accounts receivable to the Companys borrowing base.

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Remtech is a provider of IT technology services to a diverse group of
defense and civilian agencies of the federal government. Remtech provides full
life-cycle IT services to assist in the design, development, operation and
maintenance of its clients information technology infrastructure. Remtech
also provides professional support services in the areas of training, financial
management, logistics and facilities management, which are often integrated
with Remtechs IT service offerings.

Subsequent to year end, on May 28, 2003, the Company entered into a
definitive stock purchase agreement to acquire National Systems and Research
Co. (NSR). The acquisition is expected to close by August 31, 2003 based
upon the satisfactory completion of several closing conditions, including the
resolution of certain legal matters involving NSR and finalization of the
financing. NSR is a company that provides information technology
support services primarily to the federal and state governments with
annual 2002 revenues of approximately $28.3 million.

Services

The Company provides information technology (IT) professional services to its
customers. These IT professional services are designed based upon the specific needs
and requirements of the customer. Accordingly, the Company offers its customers
a wide range of (IT) professional services that typically are designed to evaluate
all phases of customers projects, from front-end needs assessment surveys to detailed
design and implementation of appropriate systems. Provided below is a partial list of the
IT professional services the Company offers its customer.



| |  |  | Performing an IT wellness test on a customers existing IT systems to determine
whether the overall management information systems (MIS) function is performing
to optimal management and technical specifications.                                                                                            
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Assisting customers attain the return on investment they expected from the
systems which the customers has implemented.                                                                                                                                                                                            
|
| |  |  | Developing an information systems plan (ISP) that identifies a customers
strategic organizational objectives, recommends an IT infrastructure (either
firm-wide or by business unit), and establishes a timeline and prioritizes
tasks for accomplishing the ISP.                                               
|
| |  |  | Forcasting a customers expected returns or cost savings on a particular technology
investment.                                                                                                                                                                                                                    
|
| |  |  | Creating IT project specifications that can be submitted for bids.                                                                                                                                                                                                                                                 
|
| |  |  | Implementing specific solutions selected by the customer.                                                                                                                                                                                                                                                          
|
| |  |  | Designing and developing a specific system for a customer.                                                                                                                                                                                                                                                         
|
| |  |  | Reengineering the customers processes to achieve the operational efficiencies
designed into the application.                                                                                                                                                                                                       
|
| |  |  | Designing and implementing hardware, networks, operating systems, and database
infrastructures as well as integrating software applications with these infrastructures.                                                                                                                                            
|
| |  |  | Networking and telecommunications solutions such as network services (LAN/WAN
design and engineering), staffing of help desk centers, project management of
larger network related projects, remote network monitoring and management,
development and implementation of disaster recovery solutions, and training.
|
| |  |  | Managing a specific application or the entire information systems function
for the customer.                                                                                                                                                                                                                       

The Company delivers
these IT services through three forms of projects: a)
Consulting, b) Outsourcing/Facilities Management, and c) Professional
Staffing.
Each of these forms of project is discussed below. The most significant differences
are 1) whether the Company assumes management and deliverable responsibility
and 2) the length of the engagement.

Consulting

The objective of the Companys consulting services engagements is to use
proven techniques to assist customers in evaluating and redesigning IT
operations to achieve improvements in IT cost, quality and efficiency. The
Companys consultants frequently employ state-of-the-art information
engineering methodologies and processes to assist customers in migrating from
centralized mainframe systems to open client/server and other network
architectures.

The Companys consulting services are delivered by professionals who are
specialists in providing complete systems development lifecycle consulting and
who have extensive experience working with relational database, networking,
client/server, and related technologies. The Companys consultants also have
the business acumen necessary to understand customers IT systems support
needs.

The Companys consulting service contracts are typically for short periods
of time (three months to two years) and specify the discrete tasks to
be performed and deliverable responsibility of the Company. The Companys
consulting fees are negotiated on a case-by-case basis, depend on the size of
the project and the skills required, and range from billing at hourly rates to
fixed-price engagements.

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Outsourcing

The Company believes that the outsourcing of IT systems management and
operations is growing primarily because outsourcing often allows large
organizations to add expertise and improve end-user service in their IT
operations at a reduced cost. Because of the emerging hardware and software
technologies and the demands by end-users for more memory, speed and
flexibility, many large organizations have been forced to selectively deploy
their IT assets and personnel. Many of the Companys customers have elected to
focus their internal staffs on the emerging technologies and, therefore, have
engaged the Company to maintain and enhance their legacy systems in connection
with the development and operation of newer systems. The Company believes that
these developments will increase the need to outsource IT services.

The Companys outsourcing services are designed to support a wide range of
legacy and client/server systems and include network design and management,
systems support and maintenance, programming and application software
development, client/server and other network maintenance, data center
management, customer staff training, and help desk services. Under the general
direction of the customer, the Company assumes full and ongoing management and
technical responsibility for the installation or operation of a customers
systems on a long-term basis, both at the customers business site and at the
Companys sites. Outsourcing services sometimes involve substantial up-front
expenditures to purchase equipment, hire personnel, and operate the IT systems
on behalf of the customers.

Outsourcing
contracts tend to be for longer terms (three to nine years) and produce more
revenue per contract than consulting or professional staffing contracts.
Outsourcing contracts are expressed in terms of fixed prices for defined
services or hourly rates. In general, the Company determines its prices based
on the salaries and overhead costs of professionals assigned to a project plus
a margin designed to cover other expenses and provide a profit. The Company
also provides outsourcing services on a fixed-price basis to some customers
when the Company has a well defined understanding of the services to be
delivered or extensive knowledge of the customers business.

Professional Staffing

The Company provides the services of highly skilled professional IT
personnel at customers facilities on an as-needed basis. These services are
provided primarily to customers who desire the flexibility to supplement
internal staff with people having particular skill sets or to eliminate the
need to recruit, hire and train technical employees whose skills may not be
needed between projects. The Companys objectives in providing professional
staffing services include developing an understanding of the customers
business and IT systems needs and positioning the Company to provide consulting
and outsourcing services if the need arises. Professional staffing engagements
range from short-term discrete projects to long-term support arrangements.

Professional staffing, outsourcing, and consulting accounted for the
following percentages of core revenue for fiscal year 2003, 2002 and 2001:

|                      |  |                       |    |      |  |      |    |   |  |  |    |  
|--------------------- |  | --------------------- | -- | ---- |  | ---- | -- | - |  |  | -- | -
|                      |  | Years Ended April 30,
|                      |  |                      
|                      |  | 2003                  |    | 2002 |  | 2001
|                      |  |                       |    |      |  |     
|Professional staffing |  |                       | 66 | %    |  |      | 73 | % |  |  | 73 | %
|Outsourcing           |  |                       | 23 | %    |  |      | 14 | % |  |  | 15 | %
|Consulting            |  |                       | 11 | %    |  |      | 13 | % |  |  | 12 | %

As a result of the RSI acquisition,
the Companys revenue mix shifted to more outsourcing and
consulting during the fourth quarter of fiscal 2003 as professional
staffing, outsourcing and consulting comprised 48%, 42% and 10%,
respectively.

Markets and Customers

Subsequent to divesting its non-core operations, the Company operates in
one industry segment, providing IT services. Comparative segment revenues,
profit and related financial information for fiscal years 2003, 2002 and 2001
are presented in the table captioned Segment Information in Note 15 to the
Companys consolidated financial statements included in our 2003 Annual Report
to Shareholders.

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The Company performs IT services for customers in three distinct markets:
state and local governments, agencies of the Federal government of the United
States of America (U.S.) and commercial enterprises. In fiscal 2003,
approximately 57% of the Companys revenue was attributable to state and local
governments, compared to 58% and 48% in fiscal 2002 and 2001, respectively,
while commercial enterprises accounted for 33% of the Companys revenue, a
decrease from 42% and 52% in fiscal 2002 and 2001, respectively. The remaining
10% of fiscal 2003 revenue was derived from agencies of the Federal government
as a result of the RSI acquisition. The Company believes that it is a leading
provider of IT services to state and local governments in the U.S. Management
believes this strong presence in the state and local government market creates
a competitive advantage and market differentiator for the Company.

The Company currently provides IT services for over 120 customers. The
Company earns a significant portion of its revenue from relatively few
customers. In fiscal 2003 and 2002, the Companys five largest
revenue-generating customers accounted for 52% of its revenue. In fiscal 2003,
the following customers accounted for 10% or more of the Companys revenue:
State of Tennessee (16%), State of Kentucky (14%), and IBM (successor to
Honeywell International Inc.) (11%). During the fourth quarter of fiscal 2003,
the Companys five largest revenue-generating customers accounted for only
39.7% of its revenue with just the following two customers accounting for 10%
or more of the total revenue: State of Tennessee (12%) and State of Kentucky
(11%). A material decrease in services provided to any of the largest clients
of the Company could have an adverse impact on the Companys financial
condition and results of operations.

Generally, the Companys contracts with its customers are, in accordance
with industry practice, cancelable on short notice and without penalty (except
with respect to the Companys larger outsourcing contracts), provide for
monthly payment of fees, and establish other basic terms such as the hourly
billing rates for each type of Company professional who performs work pursuant
to the contract. Some contracts specifically define the services to be
performed pursuant to the contract, while other contracts, particularly
professional staffing contracts, merely establish the basic parameters of the
work (i.e., the system to be evaluated, designed or maintained) and require
that additional work orders be submitted for services to be performed. The
Company is the exclusive service provider under certain contracts, while other
contracts, particularly professional staffing contracts, specifically allow the
customer to engage other vendors for the projects covered by the contract. The
Company had orders at April 30, 2003 of approximately $188 million, in
comparison to orders of approximately $19 million at April 30, 2002. Because
the Companys clients can cancel or reduce the scope of their engagements on
short notice, the Company does not believe that backlog is a reliable
indication of future business. The backlog set forth above excludes
any contracts and open work orders the Company has for their
Professional Staffing business (which represents approximately 48% of
revenue).

Marketing and Sales

The Company markets its services through senior management and a sales
staff of 19 people. The Company currently has personnel located at sales
offices in 23 cities. Relationships with the Companys larger clients and key
government personnel are maintained and fostered by at least one of the
Companys executive officers. The Company believes that its senior managements
hands-on involvement with major clients is a significant competitive advantage.

Account managers are the primary revenue generators by marketing the
Companys services and serve as the primary contacts in maintaining client
relationships. Accordingly, account managers learn the basic aspects of a
clients business in order to identify opportunities for providing additional
IT services to the client. Account managers are paid a salary plus commissions
based on the revenues associated with client relationships under their
supervision. In general, account managers are not IT technicians. They are,
however, supported by Company technical personnel in their marketing and sales
efforts.

Personnel and Recruiting

The Companys current headcount, including employees and independent
subcontractors, is approximately 1,223 persons consisting of 1,131 technicians,
19 salespersons, 15 recruiters, 4 executive officers, and 54 other
administrative personnel. Approximately 6% of the Companys headcount consists
of independent subcontractors. The Company competes for personnel with in-house
MIS departments and other IT services firms. In general, the Company seeks to
hire professionals who have substantial experience either with an in-house MIS
department or another IT services firm. The Company recruits worldwide by
soliciting resumes generated by advertisements in trade journals and major city
newspapers. Employee referrals are another major source of recruiting leads. In
addition, the Companys web site on

5



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the Internet (www.scb.com) is used for recruiting. Most of the Companys
recruiters have technical or IT sales backgrounds and understand the skill sets
needed for the project for which they are recruiting.

Competition

The IT services market is highly competitive and is not dominated by a
single company or a small number of companies. The Company believes that its
principal competitors, categorized according to the services performed, are as
follows: (1) consulting - International Business Global Services (IBM), CACI
International, Inc., Affiliated Computer Services, Inc., Tier Technologies,
Inc., Accenture Ltd, Computer Horizons Corporation, CIBER, and Electronic Data
Systems Corporation (EDS); (2) outsourcing - IBM, EDS, Perot Systems
Corporation, Computer Sciences Corporation, Affiliated Computer Services, Inc.,
American Management Systems, Inc., BAE Systems, Lockheed Martin, Traywick,
ManTech, PROSOFT, SAIC and Accenture Ltd; and (3) professional staffing 
CIBER, SAIC, Keane, Inc., and Analysts International Corp.

The Company believes that the principal competitive factors in the IT
services industry are (1) responsiveness to clients needs and speed in
delivering IT solutions; (2) effectiveness of delivered solutions as measured
through cost reductions and improvements in price/performance ratios; (3)
output per employee as reflected in utilization rates; (4) quality of service;
(5) price; and (6) technical expertise. The Company believes that it competes
favorably with respect to these factors.

The Company also competes for the hiring and retention of management and
other professional personnel. See Business - Personnel and Recruiting in Part
1, Item 1 of this Form 10-K. In connection with professional staffing
engagements, particularly in situations where the Company is one of a number of
approved vendors, the Company competes to provide services based on the
relative qualifications of its personnel.

Potential Liability to Customers

Many of the Companys engagements involve projects that are critical to
the operations of its customers businesses and provide benefits that may be
difficult to quantify. Any failure in a customers system could result in a
claim for substantial damages against the Company, regardless of the Companys
responsibility for such failure. The Company attempts to contractually limit
its liability for damages arising from negligent acts, errors, mistakes and
omissions in rendering its IT services. The Company also maintains general
liability insurance coverage, including coverage for errors or omissions.
Although the Company believes that the insurance coverage is adequate in scope
and amount, there can be no assurance that such coverage will continue to be
available on acceptable terms or sufficient to cover one or more large claims.
Furthermore, any litigation, regardless of its outcome, could result in
substantial costs to the Company, diversion of managements attention from
operations, and negative publicity, any of which could adversely affect the
Companys results of operations and financial condition.

Executive Officers of The Registrant

The table below sets forth information with respect to the business
experience of the Companys executive officers during at least the past five
years.

|              |  |     |    |                   |  |                                                                                                                                                                                                                                                                                                                                                                   
|------------- |  | --- | -- | ----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name          |  | Age |    | Position and Term
|              |  |     |    |                  
|T. Scott Cobb |  |     | 66 |                   |  | Mr. Cobb is a co-founder of the Company and has been its
Chief Executive Officer and President since 2000. He
previously served the Company as Chairman of the Board
(1984-1999) and President (1984-1996). Mr. Cobb was a
partner in Seltmann, Cobb & Bryant, the Companys
predecessor, from its formation in 1976 to 1984. He is the
father of Jeffrey S. Cobb.

6



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##### Table of Contents



|                  |  |     |    |                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------------- |  | --- | -- | ----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name              |  | Age |    | Position and Term
|                  |  |     |    |                  
|Michael J. Boling |  |     | 56 |                   |  | Mr. Boling has been Executive Vice President of Finance
and Administration and Chief Financial Officer of the
Company since 2002 and its Treasurer since 2000. From
1999 to 2002 Mr. Boling was Executive Vice President of
Finance and Chief Financial Officer. Prior to joining the
Company, he was President and Chief Operating Officer of
TBN of Tennessee, Inc. (TBN), a management company that
provides information processing services to affiliated
companies in the home health care business, from 1998 to
1999. Mr. Boling was a partner with PricewaterhouseCoopers
LLP and its predecessor, Coopers & Lybrand LLP, from 1991
to 1998. He was an accountant with Ernst & Young LLP and
its predecessor, Arthur Young & Company, from 1976 to 1991
and became a partner there in 1982.
|                  |  |     |    |                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Jeffrey S. Cobb   |  |     | 41 |                   |  | Mr. Cobb has been Executive Vice President and Chief
Operating Officer of the Company since 2002. He previously
served the Company as Executive Vice President and Chief
Operating Officer of Professional Services (1998-2002),
Executive Vice President of Operations (1995-1998), Senior
Vice President of Operations and Administration
(1992-1995), Director of Projects (1990-1992), and
Director of Recruiting (1989-1990). He is the son of T.
Scott Cobb.                                                                                                                                                                                                                                                                                                                                   
|                  |  |     |    |                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Steven H. Smith   |  |     | 48 |                   |  | Mr. Smith has been Executive Vice President of State
Government Services since 2001. He previously served the
Company as Executive Vice President of National Sales
(2000-2001), Senior Vice President of Marketing
(1995-2000), Senior Vice President of Marketing and
Recruiting (1990-1995), Vice President of Sales
(1989-1990), and Sales Representative (1986-1989)                                                                                                                                                                                                                                                                                                                                                                                                                            




|        |  |           
|------- |  | ----------
|ITEM 2. |  | PROPERTIES

The Company leases its corporate headquarters building in Memphis,
Tennessee, under a lease expiring in June 2009. The Company leases sales
offices in Montgomery, Alabama; Phoenix, Arizona; Little Rock, Arkansas;
Jacksonville, Florida; Baton Rouge, Louisiana; Frankfort, Kentucky;
Indianapolis, Indiana; Jackson, Mississippi; Nashville, Tennessee; Dallas,
Texas; Austin, Texas; Cary, North Carolina; Madison, Wisconsin; Columbia, South
Carolina; Overland Park, Kansas, Jefferson City, Missouri; Roseville,
Minnesota; Newport News, Virginia; Littleton, Colorado; Norfolk, Virginia;
Catonsville, Maryland; and Irmo, South Carolina.




|        |  |                  
|------- |  | -----------------
|ITEM 3. |  | LEGAL PROCEEDINGS

The Company from time to time is subject to various claims and lawsuits
arising out of its operations in the ordinary course of business. Management
believes that the disposition of such claims and lawsuits will not have a
material adverse effect on the Companys financial condition or results of
operations.




|        |  |                                                    
|------- |  | ---------------------------------------------------
|ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Companys security holders during
the fiscal quarter ended April 30, 2003.

7



---



##### Table of Contents






PART II




|        |  |                                                                       
|------- |  | ----------------------------------------------------------------------
|ITEM 5. |  | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

The information set forth under the caption Market for the Companys
Common Stock in the Companys 2003 annual report to shareholders (the Annual
Report) is incorporated herein by reference in response to this item.




|        |  |                        
|------- |  | -----------------------
|ITEM 6. |  | SELECTED FINANCIAL DATA

The information set forth under the caption Financial Highlights in the
Annual Report is incorporated herein by reference in response to this item.




|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|ITEM 7. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information set forth under the caption Managements Discussion and
Analysis of Financial Condition and Results of Operations in the Annual Report
is incorporated herein by reference in response to this item.




|         |  |                                                           
|-------- |  | ----------------------------------------------------------
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth under the caption Quantitative and Qualitative
Disclosures About Market Risk in the Annual Report is incorporated herein by
reference in response to this item.




|        |  |                                            
|------- |  | -------------------------------------------
|ITEM 8. |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information set forth under the caption Consolidated Financial
Statements in the Annual Report is incorporated herein by reference in
response to this item. The supplementary data is set forth in Schedule II to
this report.




|        |  |                                                                                     
|------- |  | ------------------------------------------------------------------------------------
|ITEM 9. |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

8



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##### Table of Contents






PART III




|         |  |                                                   
|-------- |  | --------------------------------------------------
|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The
information to be presented under the captions Proposal 1 - Election
of Directors and Stock Ownership - Section 16(a) Beneficial Ownership
Reporting Compliance in the Companys definitive proxy statement for its 2003
annual meeting of shareholders (the Proxy Statement) and the information set
forth under the caption Item 1. Business - Executive Officers of the
Registrant in this report are incorporated herein by reference in response to
this item.




|         |  |                       
|-------- |  | ----------------------
|ITEM 11. |  | EXECUTIVE COMPENSATION

The
information to be presented under the captions Proposal 1 - Election
of Directors - How are directors compensated? and Executive Compensation in
the Proxy Statement is incorporated herein by reference in response to this
item.




|         |  |                                                                                               
|-------- |  | ----------------------------------------------------------------------------------------------
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The
information to be presented under the caption Stock Ownership - How
much common stock do the Companys management and its largest shareholders
own? in the Proxy Statement is incorporated herein by reference in response to
this item.

Equity Compensation Plan Information

The table below sets forth certain information concerning the Companys
equity compensation plans as of the end of April 30, 2003:

|                                                           |  |                   |           |                      |  |                                 |      |                         |  |  |         | 
|---------------------------------------------------------- |  | ----------------- | --------- | -------------------- |  | ------------------------------- | ---- | ----------------------- |  |  | ------- | 
|                                                           |  | Number of         |           |                      |  |                                 |      |                         |  | 
|                                                           |  | securities to be  |           |                      |  |                                 |      | Number of securities   
|                                                           |  | issued upon       |           |                      |  |                                 |      | remaining available for
|                                                           |  | exercise of       |           | Weighted average     |  | future issuance under equity   
|                                                           |  | outstanding       |           | exercise price of    |  | compensation plans             
|                                                           |  | options, warrants |           | outstanding options, |  | (excluding securities reflected
|Plan Category                                              |  | and rights        |           | warrants and rights  |  | in column(a))                  
|                                                           |  |                   |           |                      |  |                                
|                                                           |  | (a)               |           | (b)                  |  | (c)                            
|Equity compensation plans approved by
security holders     |  |                   | 3,871,660 |                      |  | $                               | 2.67 |                         |  |  | 727,323 | 
|Equity compensation plans not
approved by
security holders |  |                   | 630,000   |                      |  |                                 | 0.65 |                         |  |  |        | 
|                                                           |  |                   |           |                      |  |                                 |      |                         |  |  |         | 
|Total                                                      |  |                   | 4,501,660 |                      |  | $                               | 2.39 |                         |  |  | 727,323 | 
|                                                           |  |                   |           |                      |  |                                 |      |                         |  |  |         | 

On December 15, 2000, in connection with the modification of its then
existing credit facility, the Company granted to the lender a warrant to
purchase 250,000 shares of common stock, at an exercise price of $0.31 per
share, at any time during the three-year period beginning on January 1, 2001,
and ending on January 1, 2004. On July 23, 2001, in connection with obtaining
its currently existing credit facility, the Company granted to the lender and a
debt placement agent warrants to purchase 80,000 shares and 220,000 shares,
respectively, of common stock, at an exercise price of $1.00 per share, at any
time during the three-year period beginning on July 23, 2001, and ending on
July 23, 2004. In connection with obtaining a term loan to finance part of
the purchase price of the Remtech Services, Inc., acquisition, the Company
granted to the lender warrants to purchase 80,000 shares of common stock at an
exercise price of $0.68 per share with an expiration date of July 23, 2007 and
modified the 80,000 warrants previously issued to the lender on July 23, 2001
(referred to above), at origination of the credit facility. The modification
decreased the exercise price from $1.00 to $0.68 and extended the expiration
date to July 23, 2007.

9



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##### Table of Contents






|         |  |                                               
|-------- |  | ----------------------------------------------
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information to be presented under the caption Certain Transactions
in the Proxy Statement is incorporated herein by reference in response to this
item.




|         |  |                        
|-------- |  | -----------------------
|ITEM 14. |  | CONTROLS AND PROCEDURES

Within the 90 days prior to the date of the filing of this report, the
Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Companys disclosure controls and procedures, as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c). Based upon that
evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are effective
in enabling the Company to record, process, summarize and report information
required to be disclosed in the Companys periodic filings with the Securities
and Exchange Commission within the required time period. There have been no
significant changes in the Companys internal controls or in other factors that
could significantly affect internal controls subsequent to the date the Company
carried out its evaluation.

10



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##### Table of Contents






PART IV




|         |  |                                                                 
|-------- |  | ----------------------------------------------------------------
|ITEM 15. |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



|(a)
 1. Financial Statements
|----------------------------

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The financial statements incorporated by reference herein are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Consolidated Balance Sheets at April 30, 2003 and 2002
     Consolidated Statements of Operations for the Fiscal Years Ended April 30, 2003, 2002 and 2001
     Consolidated Statements of
Shareholders Equity for the Fiscal Years Ended April 30, 2003, 2002 and 2001
     Consolidated Statements of Cash Flows for the Fiscal Years Ended April 30,
2003, 2002 and 2001
     Notes to Consolidated Financial Statements
     Report of BDO Seidman, LLP, Independent Certified Public Accountants



|2. Financial Statement Schedules                                                                                         
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|The financial statement schedule filed as part of this report is as
follows:                                             
|                                                                                                                         
|Schedule II  Valuation and Qualifying Accounts
     Report of BDO Seidman, LLP, Independent Certified Public Accountants
|                                                                                                                         
|3. Exhibits                                                                                                              

The exhibits listed in the Exhibit Index following the signature page
hereof are filed as part of this report or are incorporated herein by
reference.

(b) Reports on Form 8-K

The Company filed the following Current Reports on Form 8-K during the
three-month period ending April 30, 2003.

|     |  |                                                                                                                                                                                                                                                                                                             
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|i.   |  | Current Report on Form 8-K filed with the SEC on February 7, 2003,
announcing the agreement to purchase 100% of the common stock of Remtech
Services, Inc. (Remtech) by the Company.                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                             
|ii.  |  | Current Report on Form 8-K filed with the SEC on February 13, 2003,
which attached and incorporated by reference the Companys press release
announcing that the Company had entered into a non-binding letter of
intent to acquire another government information technology professional
services company.
|     |  |                                                                                                                                                                                                                                                                                                             
|iii. |  | Current Report on Form 8-K/A filed with the SEC on February 13, 2003,
amended the Form 8-K dated February 7, 2003, and disclosed that the
Remtech transaction had closed.                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                             
|iv.  |  | Current Report on Form 8-K filed with the SEC on February 21, 2003,
which attached and incorporated by reference the Companys press release
regarding financial results for its third quarter ending January 31,
2003.                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                             
|v.   |  | Current Report on Form 8-K/A filed with the SEC on April 3, 2003,
which attached and incorporated by reference an amendment to the
agreement between the Company and Remtech providing that the purchase
and sale of Remtech common stock would be treated as effective on
February 1, 2003.                
|     |  |                                                                                                                                                                                                                                                                                                             
|vi.  |  | Current Report on Form 8-K/A filed with the SEC on April 4, 2003,
which provided financial statements, pro forma financial information and
exhibits relating to the Remtech acquisition.                                                                                                                    

11



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

| |  |                               |  |                                      
| |  | ----------------------------- |  | -------------------------------------
| |  | SCB COMPUTER TECHNOLOGY, INC.
| |  |                               |  |                                      
| |  | By:                           |  | /s/ T. Scott Cobb                    
| |  |                               |  | T. Scott Cobb                        
| |  |                               |  | President and Chief Executive Officer

Date: July 28, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                                         |  |                                                                                                               |  |              
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | -------------
|Signature                                |  | Title                                                                                                         |  | Date         
|                                         |  |                                                                                                               |  |              
|/s/ Jack R. Blair

Jack R. Blair         |  | Chairman of the Board                                                                                         |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ T. Scott Cobb

T. Scott Cobb         |  | Director, President and Chief Executive Officer
(Principal Executive Officer)                                 |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ Michael J. Boling

Michael J. Boling |  | Executive Vice President, Chief Financial Officer,
and Treasurer (Principal Financial and
Accounting Officer) |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ Walter M. Grant

Walter M. Grant     |  | Director                                                                                                      |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ James E. Harwood

James E. Harwood   |  | Director                                                                                                      |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ Robert J. Hunt

Robert J. Hunt       |  | Director                                                                                                      |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ Robert G. McEniry

Robert G. McEniry |  | Director                                                                                                      |  | July 28, 2003
|                                         |  |                                                                                                               |  |              
|/s/ Jim Rout

Jim Rout                   |  | Director                                                                                                      |  | July 28, 2003

12



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##### Table of Contents



CERTIFICATIONS

Certification
pursuant to and in connection with the
Annual Report on Form 10-K
to be filed under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended

I, T. Scott Cobb, President and Chief Executive Officer, certify that:

1.     I have reviewed this annual report on Form 10-K of SCB Computer
Technology, Inc.;

2.     Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |  | a)     Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b)     Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                               
|
| |  | c)     Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |  | a)     All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b)     Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 28, 2003

| |                                                                      
| | ---------------------------------------------------------------------
| | /s/ T. Scott Cobb
T. Scott Cobb
President and Chief Executive Officer

13



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##### Table of Contents



Certification
pursuant to and in connection with the
Annual Report on Form 10-K
to be filed under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended

I, Michael J. Boling, Executive Vice President, Chief Financial Officer, and
Treasurer certify that:

1.     I have reviewed this annual report on Form 10-K of SCB Computer
Technology, Inc.;

2.     Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

3.     Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



| |  | a)     Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b)     Evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and                                                                                                  
|
| |  | c)     Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):



| |  | a)     All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b)     Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and                                                                                                                                        

6.     The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 28, 2003

| |                                                                                                         
| | --------------------------------------------------------------------------------------------------------
| | /s/ Michael J. Boling
Michael J. Boling
Executive Vice President,
Chief Financial Officer, and Treasurer

14



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##### Table of Contents



SCB COMPUTER TECHNOLOGY, INC.




SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|--------------------------------------------------------------------------------------------------- |  | ---------- | ----- | ------------ |  | --------- | ----- | ---------- |  | --------- | - | ------- |  | - | ------ | - |  | - | ----- | 
|COL. A                                                                                              |  | COL. B     |       | COL. C       |  | COL. D    |       | COL. E    
|                                                                                                    |  |            |       |              |  |           |       |           
|                                                                                                    |  |            |       |              |  | ADDITIONS |       |            |  |           |   |         |  |  
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |  
|                                                                                                    |  | BALANCE AT |       | CHARGED      |  | CHARGED   |       |            |  |           |   | BALANCE
|                                                                                                    |  | BEGINNING  |       | TO COSTS     |  | TO OTHER  |       |            |  |           |   | AT END 
|DESCRIPTION                                                                                         |  | OF PERIOD  |       | AND EXPENSES |  | ACCOUNTS  |       | DEDUCTIONS |  | OF PERIOD
|                                                                                                    |  |            |       |              |  |           |       |            |  |          
|Fiscal Year Ended April 30, 2003                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Reserves deducted in the balance
sheet from the assets to which
they apply Allowance for losses
on: |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Accounts Receivable  Trade                                                                         |  | $          | 165   |              |  | $         | 10    |            |  | $         |  |         |  | $ | (15    | ) |  | $ | 160   | 
|Other Assets   Notes Receivable                                                                    |  |            | 354   |              |  |           | (68   | )          |  |           |  |         |  |   |       |   |  |   | 286   | 
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|                                                                                                    |  | $          | 519   |              |  | $         | (58   | )          |  | $         |  |         |  | $ | (15    | ) |  | $ | 446   | 
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Fiscal Year Ended April 30, 2002                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Reserves deducted in the balance
sheet from the assets to which
they apply Allowance for losses
on: |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Accounts Receivable  Trade                                                                         |  | $          | 624   |              |  | $         | (63   | )          |  | $         |  |         |  | $ | (396   | ) |  | $ | 165   | 
|Other Assets  Notes Receivable                                                                     |  |            | 1,320 |              |  |           | (90   | )          |  |           |  |         |  |   | (876   | ) |  |   | 354   | 
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|                                                                                                    |  | $          | 1,944 |              |  | $         | (153  | )          |  | $         |  |         |  | $ | (1,272 | ) |  | $ | 519   | 
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Fiscal Year Ended April 30, 2001                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Reserves deducted in the balance
sheet from the assets to which
they apply Allowance for losses
on: |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|Accounts Receivable  Trade                                                                         |  | $          | 1,519 |              |  | $         | 1,317 |            |  | $         |  |         |  | $ | (2,212 | ) |  | $ | 624   | 
|Other Assets  Notes Receivable                                                                     |  |            | 1,000 |              |  |           | 320   |            |  |           |  |         |  |   |       |   |  |   | 1,320 | 
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 
|                                                                                                    |  | $          | 2,519 |              |  | $         | 1,637 |            |  | $         |  |         |  | $ | (2,212 | ) |  | $ | 1,944 | 
|                                                                                                    |  |            |       |              |  |           |       |            |  |           |   |         |  |   |        |   |  |   |       | 

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##### Table of Contents



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Shareholders
SCB Computer Technology, Inc.

The audits referred to in our report dated June 18, 2003, relating to the
consolidated financial statements of SCB Computer Technology, Inc., which is
incorporated in Item 8 of the Form 10-K by reference to the annual report to
shareholders for the year ended April 30, 2003, included the audit of the
financial statement schedule listed in the accompanying index. This financial
statement schedule is the responsibility of the Companys management. Our
responsibility is to express an opinion on this financial statement schedule
based upon our audits.

In our opinion, the financial statement schedule referred to above
presents fairly, in all material respects, the information set forth therein.

| |  |                     
| |  | --------------------
| |  | /s/ BDO Seidman, LLP

Memphis, Tennessee
June 18, 2003

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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.1     |  | Asset Purchase Agreement dated as of April 29, 2000, among MAXIMUS,
Inc., the Company, and Technology Management Resources, Inc.
(incorporated herein by reference to Exhibit 2.1 to the Companys
current report on Form 8-K dated April 29, 2000). Schedules and
exhibits have been omitted from this filing. The Company will
furnish, as supplementary information, copies of the omitted
materials to the SEC upon request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.2     |  | Asset Purchase Agreement dated as of June 12, 2001, among Partners
Resources Inc., the Company, Partners Capital Group, Charles A.
Vermillion, Scott R. Meyer, and OneNeck IT Services, Corporation
(incorporated herein by reference to Exhibit 2 to the Companys
current report on Form 8-K dated June 20, 2001). Schedules and
exhibits have been omitted from this filing. The Company will
furnish, as supplementary information, copies of the omitted
materials to the SEC upon request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.3     |  | Purchase and Sale Agreement dated April 1, 2002, between Partners
Capital Group and CTI Gateway, L.L.C. (incorporated herein by
reference to Exhibit 2 to the Companys current report on Form 8-K
dated April 1, 2002). Schedules and exhibits have been omitted from
this filing. The Company will furnish, as supplementary information,
copies of the omitted materials to the SEC upon request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.4     |  | Stock Purchase Agreement dated as of February 4, 2003, by and among
the Company, Remtech Services, Inc. (Remtech), and Douglas J.
Lising and Michael Lebofsky, who are the shareholders of Remtech.
Schedules and exhibits have been omitted from this filing. The
Company will furnish, as supplementary information, a copy of the
omitted material to the Securities and Exchange Commission upon
request (incorporated herein by reference to Exhibit 2 to the
Companys current report on Form 8-K dated February 7, 2003) as
amended by that First Amendment to Stock Purchase Agreement dated as
of March 28, 2003, by and among the Company, Remtech, and the
Shareholders (incorporated herein by reference to Exhibit 2.1 to the
Companys current report on Form 8-K dated April 3, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1     |  | Amended and Restated Charter of the Company (incorporated herein by
reference to Exhibit 3 to the Companys quarterly report on Form 10-Q
for the fiscal quarter ended October 31, 1998), as amended by (1)
Articles of Merger of SCB Software Services, Inc., a Tennessee
corporation, with and into the Company, filed with the office of the
Secretary of State for the State of Tennessee on June 28, 2001, (2)
Articles of Merger of Proven Technology, Inc., a Tennessee
corporation, with and into the Company, filed with the office of the
Secretary of State for the State of Tennessee on June 28, 2001, (3)
Articles of Amendment to Amended and Restated Charter of the Company,
filed with the office of the Secretary of State for the State of
Tennessee on September 21, 2001, (4) Articles of Merger of Technology
Management Resources, Inc., a Tennessee corporation, with and into
the Company, filed with the office of the Secretary of State for the
State of Tennessee on July 10, 2002, (5) Articles of Merger of Delta
Software Systems, Inc., a Tennessee corporation, with and into the
Company filed with the office of the Secretary of State for the State
of Tennessee on November 18, 2002, and (6) Articles of Merger of
Partners Capital Group, a California corporation, with and into the
Company, filed with the Secretary of State for the State of Tennessee
on December 2, 2002. (Items (1), (2) and (3) are incorporated herein
by reference to Exhibit 3.1 to the Companys quarterly report on Form
10-Q for the fiscal quarter ended October 31, 2001; Item (4) is
incorporated herein by reference to Exhibit 3.1, the Companys annual
report on Form 10-K for the year ended April 30, 2002; Items (5) and
(6) are incorporated herein by reference to Exhibit 3.1 to the
Companys quarterly report on Form 10-Q for the fiscal quarter ended
October 31, 2002).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2     |  | Amended and Restated Bylaws of the Company effective as of December
5, 2001 (incorporated herein by reference to Exhibit 3.2 to the
Companys quarterly report on Form 10-Q for the fiscal quarter ended
October 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1     |  | Specimen certificate evidencing the Companys common stock
(incorporated herein by reference to Exhibit 4.1 to the Companys
registration statement on Form S-1 (Registration No. 33-80707)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.2     |  | Article 7 of the Amended and Restated Charter of the Company, as
amended (included in Exhibit 3.1 hereto, which is incorporated herein
by reference to Exhibit 3 to the Companys quarterly report on Form
10-Q for the fiscal quarter ended October 31, 1998).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Number  |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1*   |  | Loan and Security Agreement dated as of July 23, 2001, among the
Company, SCB Computer Technology of Alabama, Inc., Partners Resources
Inc., and Foothill Capital Corporation, as agent and lender
(incorporated herein by reference to Exhibit 10.1 to the Companys
annual report on Form 10-K for the fiscal year ended April 30, 2001),
as amended by First Amendment to Loan and Security Agreement dated as
of March 27, 2002, among the parties (incorporated herein by
reference to Exhibit 10 to the Companys Quarterly Report on Form
10-Q for the fiscal quarter ended July 31, 2002), as amended by
Second Amendment to Loan and Security Agreement dated as of September
19, 2002, among the parties (incorporated herein by reference to
Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 2002, and as amended by Third
Amendment to Loan and Security Agreement dated as of February 6,
2003, among the parties. Schedules and exhibits have been omitted
from this filing. The Company will furnish, as supplementary
information, copies of the omitted materials to the Commission upon
request.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2+   |  | SCB Computer Technology, Inc. 1995 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-1 (Registration No. 33-80707)).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3+   |  | SCB Computer Technology, Inc. 1997 Stock Incentive Plan (incorporated
herein by reference to Appendix A to the Companys definitive proxy
statement dated September 25, 1998), as amended by (1) Amendment No.
1 to 1997 Stock Incentive Plan dated as of November 3, 1998, (2)
Amendment No. 2 to 1997 Stock Incentive Plan dated as of December 14,
1999, and (3) Amendment No. 3 to 1997 Stock Incentive Plan dated as
of August 7, 2000 (Items (1), (2) and (3) are incorporated herein by
reference to the Companys annual report on Form 10-K for the fiscal
year ended April 30, 2000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4+   |  | Employment Agreement with T. Scott Cobb dated November 1, 2002
(incorporated herein by reference to Exhibit 10.2 to the Companys
quarterly report on Form 10-Q for the fiscal quarter ended October
31, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11      |  | Computation of Earnings Per Share (included in Note 10 of the Notes
to Consolidated Financial Statements in the Companys 2003 annual
report to shareholders filed as Exhibit 13 hereto).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13*     |  | Portions of the Companys 2003 annual report to shareholders that are
expressly incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|21*     |  | Subsidiaries of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23*     |  | Consent of BDO Seidman, LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|99.1*   |  | Certification by the Chief Executive Officer pursuant to 18 U.S.C.,
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|99.2*   |  | Certification by the Chief Financial Officer pursuant to 18 U.S.C.,
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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|* |  | All or part of this exhibit is filed herewith.                    
|- |  | ------------------------------------------------------------------
| 
|+ |  | This is a management contract or compensatory plan or arrangement.

EI-2