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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 DECEMBER 31, 2001

     / / 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 0-24982

                                   -----------
                             ON-SITE SOURCING, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                       54-1648470
 (STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

832 NORTH HENRY STREET, ALEXANDRIA, VIRGINIA                 22314
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

                                 (703) 276-1123
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                       1111 NORTH 19TH STREET, SIXTH FLOOR
                            ARLINGTON, VIRGINIA 22209

   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                    REPORT)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

  TITLE OF EACH CLASS:                                 NAME OF EACH EXCHANGE
  -------------------                                  ---------------------
       None                                             ON WHICH REGISTERED:
                                                        --------------------
                                                             None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                          Common Stock, $.01 par value
Indicated 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. YES /X/ NO / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
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. /X/

At March 21, 2002 the registrant had 5,288,155 shares of common stock (the
"Common Stock") outstanding, and the aggregate market value of the Common Stock
held by non-affiliates of the registrant was approximately $14,300,604. The
aggregate market value was determined based on the closing price of the Common
Stock on the NASDAQ Small Cap Market on March 21, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2002 Annual Meeting of the Registrant
which will be filed with the Commission within 120 days after the close of the
fiscal year are incorporated by reference into Part III.

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                             ON-SITE SOURCING, INC.

                           ANNUAL REPORT ON FORM 10-K
                      FOR THE YEAR ENDED DECEMBER 31, 2001

                                TABLE OF CONTENTS

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<S>        <C>
PART I

Item 1.    Business................................................................................  1
Item 2.    Properties.............................................................................. 12
Item 3.    Legal Proceedings....................................................................... 12
Item 4.    Submission of Matters to a Vote of Securityholders...................................... 13

PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters................... 13
Item 6.    Selected Financial Data................................................................. 13
Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations... 15
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.............................. 23
Item 8.    Financial Statements and Supplementary Data............................................. 23
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.... 23

PART III

Item 10.   Directors and Executive Officers of the Registrant...................................... 23
Item 11.   Executive Compensation.................................................................. 23
Item 12.   Security Ownership of Certain Beneficial Owners and Management.......................... 23
Item 13.   Certain Relationships and Related Transactions.......................................... 23

PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K......................... 24
</Table>


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                                     PART I

     This Annual Report on Form 10-K contains forward-looking statements such as
our intentions, hopes, beliefs, expectations, strategies and predictions of our
future activities, or other future events or conditions. Such statements are
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including, without limitation, the factors identified in Part I,
Item 1 of this Report. Although we believe that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and, therefore, there can be no assurance that
the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved.

ITEM 1. BUSINESS

GENERAL

     On-Site Sourcing, Inc. ("On-Site," "the Company," "we," "us," or "our")
provides document and information management services through its facilities in
the greater Atlanta, Baltimore, New York City, Philadelphia and Washington, D.C.
metropolitan areas, and also serves clients on the West Coast through its Tempe,
Arizona facility. We help clients in information-intensive industries manage
large volumes of documents and information, allowing them to concentrate on
their core business operations. Our target clients typically generate large
volumes of documents and information that require specialized processing,
distribution,

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storage, and retrieval. Our typical clients include law firms, insurance
companies, healthcare organizations, non-profit organizations, accounting,
consulting and finance firms and other organizations throughout the East Coast
of the United States. We have also begun to serve law firms on the West Coast of
the United States through our facility in Tempe, Arizona, which began operations
in October 2001. During 2000, we also began providing commercial printing
services utilizing digital printing technology.

     On-Site was originally incorporated in Virginia in December 1992, and
changed its state of incorporation to Delaware in March 1996. Our principal
executive offices are located at 832 North Henry Street, Alexandria, Virginia
22314, and our telephone number is (703) 276-1123. Our common stock trades on
the Nasdaq Small Cap Market under the symbol "ONSS."

STRATEGY

     Our goal is to become a national, single source provider of document and
information management services and printing services for clients in our
targeted industries. To achieve this goal, we intend to continue implementing a
focused business strategy based on the following elements:

   - BROADEN OUR GEOGRAPHIC PRESENCE. We intend to expand our geographic
     presence to gain access to new markets for clients. We believe that
     expanding our geographic presence will also help us gain access to
     additional clients in our existing markets who have document and
     information management needs in multiple regions of the United States. We
     will identify attractive geographic markets based on the potential client
     base and level of demand for our services. We currently have offices in the
     greater Atlanta, Baltimore, New York City, Philadelphia and Washington,
     D.C. metropolitan areas and in October 2001, we opened an office in Tempe,
     Arizona.

   - EXPAND AND DIVERSIFY OUR CLIENT BASE. We plan to market our document and
     information management services to additional information-intensive
     industries in order to gain access to new client markets. For example, in
     December 2001, the General Services Administration, or GSA, awarded us a
     Federal Supply Schedule under which any U.S. federal government agency can
     buy services directly from us. We have begun marketing our services to
     document-intensive federal agencies, such as the Department of Justice and
     the Internal Revenue Service.

   - IMPLEMENT NEW TECHNOLOGY. We continually seek to identify and implement new
     technologies that can better fulfill the document and information
     management needs of our clients, including technologies such as Web-based
     applications and mass storage devices.

   - EXPAND AND DIVERSIFY OUR DOCUMENT AND INFORMATION MANAGEMENT SERVICES. We
     seek to expand and diversify our service offerings, particularly our
     electronic file processing capabilities, with the goal of enabling existing
     and potential clients to obtain all of their data and information
     management services from us.

   - SEEK STRATEGIC ACQUISITIONS. We seek strategic acquisitions that we believe
     will expand our client base and increase our cross-selling opportunities.
     Our goal is to identify acquisition candidates that can help us gain access
     to information-intensive industries in addition to the industries that we
     currently serve. We also believe that such acquisitions can help us achieve
     greater economies of scale and help expand the scale and depth of our
     service offerings in existing markets.

SEGMENTS

     We have three significant operating segments -- imaging, reprographics
and digital printing -- each of which is described below. Prior to

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2002, we also operated an additional segment, facilities management services,
which involved the on-premises management of a client's support services,
including mailroom operations, facsimile transmission, records and supply
room management and copying services. We cancelled several of our facilities
management contracts in 2001 and we currently have only one ongoing
facilities management engagement. We do not intend to enter into any
additional facilities management engagements. Segment disclosures are
presented in Note 4 of the Notes to Consolidated Financial Statements
included in this Annual Report on Form 10-K.

OUR SERVICES

     The services we offer generally fall into three different categories:
imaging, reprographics and digital printing.

     IMAGING. Our imaging services consist of both image and data capture
services, which generally involve the scanning, conversion and/or extraction of
data from various media into electronic form, and data management services,
which involves the storage and manipulation of data in electronic form. We offer
imaging services through our Arizona, Georgia, New York and Virginia facilities.
We license various third-party software applications in connection with our
imaging services, including Concordance, Summation, iConect, Dataflight and
IPRO.

     Clients seek to convert and store data in electronic form for various
reasons. For clients who are required to retain data for long periods of time
for legal, regulatory or compliance reasons, the electronic medium offers a
number of advantages. Compared to paper-based storage, data stored in electronic
form is often more secure and takes up less space. For clients who require
constant or frequent access to their stored data, or occasional reference to the
data in support of ongoing business operations, the electronic format allows the
manipulation of large amounts of data quickly and efficiently. Maintaining data
in electronic form permits clients to:

   - retrieve the data quickly;
   - organize the information in multiple indexing and text-search formats;
   - have the data distributed at multiple locations; and
   - avoid the logistical problems and costs of paper-based storage.

     Our image and data capture services generally involve the scanning of paper
documents into electronic format through optical scanners, the conversion of
electronic files into other electronic formats and the extraction of data from
electronic files. We can store electronic information as an image, or, using
optical character recognition and other technologies, extract data from an
electronic file and store it in a database format. Extracted data can be more
easily manipulated and offer additional processing options. Our investment in
document scanners, software licenses, our proprietary software programs and
other imaging technology, combined with the experience of our personnel in the
scanning and conversion process, typically enable us to perform the scanning,
conversion and extraction process more efficiently, more effectively and in a
shorter period of time than our clients. These investments, together with our
ability to simultaneously draw on the resources of our various facilities, also
enable us to handle information and document management projects on a scale and
volume that our clients, and many of the smaller competitors in our industry,
cannot manage.

     Our data management services consist of the storage, indexing, formatting,
retrieval, delivery and return to storage of electronic data on a rapid time
frame. These services offer clients the benefits of electronic storage and
retrieval without having to purchase their own electronic storage and retrieval
system. Clients can use our data management services to access large volumes of
stored documents or data immediately, in a manner that would be impossible using
conventional, paper-based filing systems. We can index stored electronic data by
several criteria, allowing a client to use simple but precise computer search
techniques to rapidly access individual documents or types of documents. We also
have the capability to print large volumes of electronic

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data at a high rate of speed, known as "blowback" printing, when a client
requires hard copies of certain electronically stored documents. Our technical
support staff assists clients in developing customized indexing systems and
selecting appropriate file formats for the stored data. Our staff also helps
train clients in the use of, and provides on-going support for, various
imaging-related software applications.

     We can store electronic data, whether in original or extracted form, on a
variety of mediums. The type of storage medium selected depends on the type of
data and the needs of the client, including factors such as:

   - the need for access to and control over the data;
   - the length of time the data needs to be stored;
   - the reasons for storing the data, such as for litigation support,
     regulatory compliance or other reasons; and
   - the degree of security required for the data.

Data for which immediate and frequent access is required are often stored
on-line in internet-based repositories, while less time-critical data are often
stored off-line on a magnetic medium, such as computer tapes or diskettes, or on
optical laser discs, such as a compact disc. Our technical support staff assists
clients in selecting the storage medium most appropriate for their needs.

     We provide imaging services primarily to law firms and their clients,
although we also serve insurance companies, healthcare organizations, non-profit
organizations, accounting, consulting and finance firms and other
document-intensive industries. A typical imaging job involves a law firm
representing a client in a litigation or administrative matter. In order for the
firm to prepare for its case it often must review a large number of documents
and other data. We enable the firm to convert the original data, whether in
paper format or various electronic files, into an electronic format. We can then
extract, format and index the data as required, allowing the firm to search the
information for specific key words, or index the data according to particular
categories, thereby helping them identify critical documents or groups of
documents more easily and efficiently. We can also print large volumes of the
converted data on an expedited time frame, to the extent the firm requires hard
copies of certain data.

     For each imaging job, our quality control personnel compare the number of
scanned pages against the number of original pages to verify that the correct
number of originals have been scanned or converted. These personnel also confirm
that a high-quality image was captured or blown back, as applicable, match
indexing numbers applied to the document in sequential order between the scanned
and original documents, and confirm that all added fields in a particular
document were captured and that the hard copies of the documents were
reassembled to their original condition.

     As of March 15, 2002, we owned the following equipment for use in our
imaging segment:

   - 54 black and white blowback stations;
   - 42 high-speed black and white scanning stations;
   - 26 quality control stations for our blowback and scanning processes;
   - three scanners for scanning color documents; and
   - three scanners for scanning oversize documents.

     Our billing methodology for imaging services depends on the type of service
provided. For scanning and blowback printing, we typically charge the client on
a per-page basis. For coding, we typically charge the client on a per-page basis
and according to the number of fields coded on each page. We generally bill
services involving data extraction, manipulation, indexing, formatting and
similar services on a per-file basis. For our data storage services, we
typically charge the client a fee based on the amount of data to be stored and
length of storage, as well as licensing fees for the third-party software
applications we use to store and retrieve the data.

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Our imaging services accounted for approximately 8%, 27% and 29% of our
consolidated revenues for the years ended December 31, 1999, 2000 and 2001,
respectively.

     REPROGRAPHICS. Reprographics involves the copying and management of large
amounts of paper documents, extracted in their original format from the offices
and files of our clients. Despite the advantages and increasing popularity of
electronic data storage, stored information remains primarily paper based. As
discussed above, the law firms that comprise a substantial portion of our client
base often must review and manage large volumes of documents in connection with
litigation or administrative cases, much of it in paper form. It is often
critical for these firms to accurately record, track and label each of the
documents involved in the particular case, have large numbers of these documents
photocopied for other participants in the case and otherwise manage and organize
these documents. We also provide reprographic services to insurance companies,
healthcare organizations, non-profit organizations, accounting, consulting and
finance firms and other organizations that typically deal with large amounts of
paper-based documents. The reprographic services we provide to clients such as
these include photocopying, binding, hole-punching, Bates stamping (which
involves stamping or applying numbers to individual pages), labeling, collating,
assembling and quality review.

     We offer reprographics services through our Arizona, Georgia, New York,
Pennsylvania and Virginia facilities. Our reprographics services are available
24 hours a day, seven days a week in order to provide the prompt turn around
time often required by our clients. A typical job can range in size from single
documents with a small number of pages to multiple sets of documents involving
more than a million pages.

     Generally, our in-house courier service picks up a reprographics job from
the client's facility and delivers it to our production center. We maintain an
in-house dispatch staff of approximately 30 persons, and own or lease a fleet of
approximately 20 vehicles, for our courier and shipment needs. At our production
center, we process the job according to the client's instructions and our
in-house dispatch staff returns the processed documents as directed by the
client. Our quality control process extends from the beginning of the job
through completion. Beginning when we pick up a job from the client, we use our
proprietary box-tracking system, BoxTrax, to track each box of documents as they
are processed through our system. Dedicated project managers monitor the
progress of each job throughout the production process. Our quality control
personnel check each page of the reproduced documents to verify legibility,
correct page order and number of pages copied.

     As of March 15, 2002, we owned or leased approximately 160 photocopiers for
use in our reprographics segment, including:

   - 133 black and white photocopiers, of which 75 were owned and 58 were
     leased;
   - ten high-speed black and white photocopiers, of which six were owned and
     four were leased;
   - nine color photocopiers, of which two were owned and seven were leased; and
   - ten photocopiers for copying oversized documents, all of which were owned.

We also maintain a staff of in-house technicians at each of our reprographics
centers, in order to service our photocopiers and other reprographics equipment
in event they require maintenance or repairs.

     We generally bill for our photocopying services on a page-by-page basis,
depending on the level of difficulty involved in the photocopying, and for
our other reprographics-related services on a time and materials basis. Our
reprographic services accounted for approximately 76%, 59% and 57% of our
consolidated revenues for the years ended December 31, 1999, 2000 and 2001,
respectively.

     DIGITAL PRINTING. The digital printing services we offer include both black
and white and color digital production of catalogs, brochures, postcards,
stationary, direct mail, newsletters, and exhibit materials. We also provide
services ancillary to these printing services, including graphic design,
mailing, special finishing,

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Storage, fulfillment, and delivery services. Our target clients for these
services include our existing imaging and reprographics clients as well as other
commercial organizations requiring print media. Our clients typically use our
digital printing services to produce marketing, business development and similar
materials. We offer digital printing services through our Maryland facility.

     As of March 15, 2002, we leased the following equipment for use in our
digital printing segment:

   - four color press machines;
   - four letterpresses;
   - eight Docutech copy machines; and
   - four graphic design stations.

     Our printing services include both electronic print work and print press
work. For our electronic print work, our clients typically provide us with an
electronic file of the materials to be printed. Although the graphic design work
is often completed by the time we receive the materials for printing, we do have
the capability to perform necessary editing, alterations and other graphic
design work on the materials to the extent required by the client. In our print
press work, the client typically provides us with a proof of the material to be
printed. We can perform graphic design work on the proof to the extent requested
by the client. We create plates from these proofs and use these plates in our
print presses to print the required quantities of printed materials. Although
the print quality of materials created using the print press method is generally
better than the print quality of materials created using the electronic printing
process, the electronic printing process is generally faster than the print
press process.

     We typically bill printing services on a time and materials basis,
depending on several factors, including whether the work involves electronic
or print press printing, quantity of items printed, number of colors involved
in the printing, quality of paper used and graphic design time. Our digital
printing services accounted for approximately 5% and 7% of our consolidated
revenues for the years ended December 31, 2000 and 2001, respectively. We
began offering digital printing services in April 2000.

CLIENTS

     Our clients include law firms, insurance companies, healthcare
organizations, non-profit organizations, accounting, consulting and finance
firms and other organizations throughout the East Coast of the United States. In
late 2001, we also began serving clients, primarily law firms, on the West Coast
of the United States through our Tempe, Arizona facility. Our clients include
many of the largest law firms in the markets we serve. No single client
accounted for more than 10% of our consolidated revenues for any of our last
three fiscal years.

     In December 2001, the GSA awarded us a Federal Supply Schedule which is
effective until January 2006. Federal Supply Schedules are centralized,
government-wide acquisition contracts negotiated and awarded by the GSA. These
schedules effectively act as fixed-price or time-and-materials contracts, which
any United States federal governmental agency may use to purchase services and
products at predetermined ceiling prices, terms and conditions. There are no
limitations on order size or cumulative order value under such contracts. Under
our Federal Supply Schedule, any U.S. federal government agency can buy services
directly from us. We have begun marketing our document and information
management services to document-intensive federal agencies, such as the
Department of Justice and the Internal Revenue Service.

COMPETITION

     The document and information management services industry is highly
competitive. With respect to each of our segments, we face competition from the
following general categories of businesses:

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   - the in-house document management capability of our existing and potential
     clients;
   - various privately-held regional and local companies; and
   - publicly-held companies such as Sourcecorp Inc. and Lason, Inc., and the
     document and information management services divisions of larger
     publicly-held companies such as IKON Office Solutions Inc., Pitney Bowes
     Management Services, Inc., Xerox Corp. and Iron Mountain Incorporated.

     In each of our segments, we compete primarily on the basis of price, scope
and scale of technology, quality of service, reputation for reliability, ability
to handle large projects, scope of distribution network, and client service and
support. We believe that we generally compete effectively based on these
factors, for reasons that include our competitive pricing, our capacity to
handle large-volume jobs, our significant investments in technology and the
range of document and information management services we offer our clients.

SALES AND MARKETING

     Our sales and marketing efforts target law firms, insurance companies,
healthcare organizations, non-profit organizations, accounting, consulting and
finance firms and other information intensive businesses of various sizes. As of
March 15, 2002, our dedicated sales and marketing force consisted of
approximately 35 personnel, including sales managers, account executives and
sales assistants. Our sales model employs a three-tiered approach for deploying
sales coverage in the geographic areas we serve. Our account executives act as
the primary client contacts, supported by sales assistants for larger and more
complex jobs. Our sales assistants assist the account executives in day-to-day
matters and facilitate interaction between the client and our production
departments. We believe this model provides an effective training ground for
training and developing qualified account executives, and many of our sales
assistants move on to become account executives. Our senior management also
participates in our sales and marketing efforts. We generate sales leads through
referrals from clients, leveraging off the experience and relationships of our
senior management team, responses to requests for proposals, strategic
partnerships and alliances with companies that serve similar clients,
advertisements in trade journals, as well as through the marketing activities
described below. Our account executives receive a fixed salary during their
first six months of employment with us, and thereafter their compensation is
entirely commission-based.

     Our marketing strategy seeks to make existing and prospective clients aware
of the range and level of services we provide, generate leads for our sales
force and differentiate us in the information management services industry. Our
marketing strategy employs the following targeted sales and marketing
activities:

   - we maintain an Internet site which describes our company and the services
     we offer;
   - using our internal digital printing capabilities, we have developed
     marketing materials specific to the particular industries we target;
   - we make telephone calls to potential clients in targeted industries; and
   - following our award of a Federal Supply Schedule in December 2001, we have
     begun responding to certain requests for proposals issued by federal
     government agencies.

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PROPRIETARY INFORMATION

GENERAL

     We regard the systems, processes and know-how underlying our services as
proprietary. We rely primarily on a combination of patents, trade secrets,
confidentiality agreements and contractual provisions to protect these rights.
Our executive and senior-level personnel and software developers typically
execute confidentiality agreements upon beginning their employment with us.

PROPRIETARY SOFTWARE PROGRAMS

     We have developed a series of proprietary software programs that we use for
processing electronic files. We have developed these programs by combining and
adapting existing third-party software applications to meet the particular needs
of our business. We currently employ four, full-time software developers and
engage other developers on an outsourced basis as needed. These developers
maintain and upgrade our existing proprietary programs as necessary, keep track
of developments in available third-party software that have potential
applications in our industry and work on developing new proprietary programs
based on available third-party software. The attributes of the proprietary
programs we have developed include the capacity to:

   - organize, print, and search electronic documents using un-attended
     workstations controlled by a centralized database server; and

   - convert large quantities of electronic documents, email, and email
     attachments into various electronic formats, or send them directly to
     high-speed printers.

These programs typically work with existing, off-the-shelf commercial software
products used by many of our clients. Used mainly in our imaging segment, these
programs have helped us to reduce overhead, lower our employee count, increase
production capacity and increase our profit margins.

     We have also developed a proprietary software program that provides
Web-based access to databases of electronically stored documents. This system
allows our clients to search through a large volume of electronically-stored
documents using a Web-based search engine. We are able to customize the
interfaces of this program as required by the particular client project and data
requirements. We offer the use of this program to clients as an additional
service after our imaging segment has processed the applicable data and
documents.

PATENTED TECHNOLOGY

     In October 1999, we obtained a patent for our proprietary real-time
invoicing and productivity analysis technology, known as Costrax, which enables
us to automate certain billing and job tracking functions. Given that many
photocopiers and scanners now manufactured have the capability to automatically
record billing and job tracking information, Costrax is no longer material to
our business. The patent expires October 21, 2017.

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ENVIRONMENTAL CONDITIONS

     We are subject to federal, state and local laws, regulations and ordinances
that:

   - govern activities or operations that may have adverse environmental
     effects, such as discharges into the air and water and handling and
     disposal practices for solid and hazardous wastes; and
   - impose liability for the costs of cleaning up, and certain damages
     resulting from, past spills, disposals or other releases of solid wastes
     and hazardous substances.

We are not aware of any adverse environmental conditions at any of the
facilities we currently own or operate or have owned or operated in the past
that would be likely to have a material adverse effect on our business. We
cannot assure you, however, that environmental liabilities will not in the
future have a material adverse effect on our business or financial condition.

EMPLOYEES

     We continuously recruit, and train and offer benefits and other incentives
to our personnel, in order to develop and retain a qualified and reliable staff.
Under our training program, we train our personnel in the use and maintenance of
equipment, interpersonal skills and operating procedures. We place a strong
emphasis on positive employee relations and engage in team building exercises in
furtherance of this goal. We also provide incentives, including a stock option
plan, specifically designed to encourage and reward employee performance.

     As of March 15, 2002, we had approximately 810 employees, including
approximately 213 imaging personnel, 452 reprographics personnel, 21 digital
printing personnel, 35 sales and marketing personnel, 33 customer
service/dispatch personnel and 56 corporate administrative and management
personnel. Approximately 445 of our employees as of that date were part-time
employees. None of our employees are represented by a labor union and we
consider our employee relations to be good.

RISK FACTORS

The following factors could affect our business, financial condition or results
of operations.

WE MAY INCUR SUBSTANTIAL COSTS TO KEEP PACE WITH THE LATEST CHANGES IN
TECHNOLOGY AND CLIENT PREFERENCES IN OUR INDUSTRY, WHICH COULD MATERIALLY AND
ADVERSELY AFFECT OUR RESULTS OF OPERATIONS. IF WE FAIL TO KEEP PACE WITH THESE
CHANGES, OUR CURRENT SERVICES MAY BECOME OBSOLETE AND UNMARKETABLE AND WE MAY
LOSE CLIENTS AND REVENUE AND HAVE DIFFICULTY ATTRACTING NEW CLIENTS.

     The document and information management services industry is characterized
by technological change, evolving client needs and preferences and emerging
technical standards. We have committed substantial resources, and expect to
commit substantial resources in the future, to purchasing hardware, purchasing
or licensing software and training our personnel and clients in the use of new
technology. Existing or future hardware, software and other products may be able
to convert or manipulate large amounts of documents and information more cost
effectively than the products we currently use. We may not be able to obtain or
implement these new technologies, or respond to these new needs, preferences and
standards, on a cost-effective or timely basis or at all, and our failure to do
so could make our current services obsolete and unmarketable and may result in
the loss of current and potential clients and revenue. Even if we successfully
adapt our services to changing technologies and client preferences, we may incur
substantial costs in doing so, and our results of operations may suffer.

IF WE DO NOT EFFECTIVELY MANAGE OUR GROWTH, WE MAY NOT BE ABLE TO CONTROL OUR
COSTS AND EFFECTIVELY SERVE OUR CLIENTS.

                                       9
<Page>

     We intend to grow by increasing our client base, expanding into new
geographic areas and selectively acquiring other businesses. We cannot be sure
that our management team will be able to effectively oversee and implement our
operating or growth strategies. Further, our growth will continue to place
significant demands on management and on our internal systems and controls. We
cannot assure you that our management group will be able to effectively direct
us through a continued period of significant growth. In addition, we cannot
assure you that our current systems will be adequate for our future needs or
that we will be successful in implementing new systems or converting existing
systems. If we fail to implement these new systems, procedures and controls on a
timely and cost effective basis, we may not be able to service our clients'
needs, hire and retain new employees, pursue new business, complete future
acquisitions or operate our business effectively. Any of these problems
associated with expansion could materially and adversely affect our financial
condition and results of operations.

CHANGES IN OUR CLIENTS' INDUSTRIES, PARTICULARLY THE LEGAL SERVICES INDUSTRY,
COULD MATERIALLY REDUCE THE DEMAND FOR OUR SERVICES AND ADVERSELY AFFECT OUR
REVENUE.

     We derive our revenue primarily from document and information intensive
industries, particularly law firms, insurance companies, healthcare
organizations, non-profit organizations, accounting, consulting and finance
firms. Changes in the business activity or practices of any of these client
industries, whether due to economic, regulatory, technological or other
developments, could result in material reduction in demand for the document and
information management services we offer and have a material adverse effect on
our revenues. In particular, any decline in the demand for legal services, such
as a decline in mergers and acquisitions activity, reduced enforcement of
antitrust regulations or a decrease in lawsuits, could materially reduce the
demand for our services.

THE UNAUTHORIZED DISCLOSURE OR LOSS OF ANY CONFIDENTIAL OR SENSITIVE INFORMATION
IN OUR POSSESSION COULD DAMAGE OUR REPUTATION, ADVERSELY AFFECT OUR OPERATING
REVENUES AND SUBJECT US TO LIABILITY.

     A substantial portion of our business involves the handling of documents
containing confidential and other sensitive information, and we sometimes enter
into confidentiality agreements with our clients obligating us to maintain the
confidentiality and security of their documents and information. We cannot
assure you that the internal procedures we have established will prevent
unauthorized disclosures or loss of this confidential and sensitive information.
Any unauthorized disclosures or loss of confidential or sensitive information
could result in adverse client reactions, including a failure to pay for our
services, negative publicity, loss of future business, and claims against us.

Our insurance may not cover all claims against us or may not adequately protect
us from all liability that we may incur. Any of the occurrences described above,
or the success of one or more large claims against us that is not covered, or is
not entirely covered by our insurance coverage, could materially and adversely
affect our business.

ANY INTERRUPTIONS IN OUR OPERATIONS OR SERVICES COULD MATERIALLY AND ADVERSELY
AFFECT OUR FINANCIAL CONDITION.

     Certain of our operations are performed at a single location, or depend on
continuous computer, electrical, and/or telephone service. As a result, any
fire, flood, earthquake, power loss, telephone service loss, problems caused by
computer or technology issues, Internet problems or other disruption of our
day-to-day operations affecting one or more of our facilities could materially
and adversely affect our results of operations. Although we carry general
liability insurance coverage, our insurance may not cover all losses or
liabilities that we may suffer or incur as a result of any such event or
disruption. In addition, our general liability insurance coverage may not
continue to be available on reasonable terms or at all. Any uninsured or
underinsured loss or liability could have a material adverse effect on our
financial condition.

                                       10
<Page>

OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATIONS.

     Our operating results are likely to fluctuate over time, due to a number of
factors, many of which are outside of our control. In particular, since our
revenue is typically generated on a job-by-job basis, the timing or completion
of material jobs could result in significant fluctuations in our results of
operations from period to period. As a result, we believe that comparing
financial results for one period against another period is not necessarily
meaningful, and you should not rely on our results of operations in prior
periods as an indication of our future performance.

WE FACE INTENSE COMPETITION IN OUR INDUSTRY. IF WE ARE UNABLE TO COMPETE
SUCCESSFULLY OUR BUSINESS WILL SUFFER.

     We cannot assure you that our clients and potential clients will outsource
more of their document and information management needs or that such
businesses will not bring in-house services that they currently outsource. In
addition, many of our competitors have larger client bases, longer
relationships with their clients, greater brand or name recognition and
significantly larger staffs and financial, technical and marketing resources
than we do. Many of our competitors may be in a position to devote greater
resources than we can to the development, promotion and sale of their
services. Certain of these competitors also operate in broader geographic
areas than we do. In the future, we intend to enter new geographic areas and
target new industries through internal growth and acquisitions, and we may
encounter significant competition from established competitors in each new
area.

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

     We typically enter into contracts with our clients on a job-by-job basis
and we generally do not have long-term contracts with our clients. As a result,
it is difficult to predict our revenues from period to period. If we cannot
reduce our expenses as necessary to compensate for unanticipated variations in
the number or size of jobs in progress, we may incur unnecessary expenses, which
would adversely affect our profitability and financial condition.

MISCALCULATION OF THE TIME OR RESOURCES REQUIRED TO COMPLETE A FIXED-FEE
ENGAGEMENT COULD REDUCE THE PROFITABILITY OF, OR RESULT IN A LOSS ON, THE
ENGAGEMENT.

     We occasionally enter into contracts with our clients on a fixed-fee,
fixed-timeframe basis. If we miscalculate the resources or time needed to
complete a fixed-fee engagement, we may need to devote additional resources to
the engagement for which we will not receive additional compensation, possibly
reducing the profitability of, or resulting in a loss on, the engagement.

POTENTIAL ACQUISITIONS MAY RESULT IN INCREASED EXPENSES, DIFFICULTIES IN
INTEGRATING THE ACQUIRED COMPANIES AND DIVERSION OF MANAGEMENT'S ATTENTION.

     We may attempt to grow our business, expand our service offerings and gain
access to new markets through strategic acquisitions and investments. Diversion
of our management's attention during the acquisition process and the costs
incurred in integrating the systems and personnel of the acquired company into
our existing operations may adversely affect our results of operations. In
addition, our future profitability depends on how effectively we integrate the
operations and management of any companies we acquire. Failure to effectively
integrate any of the companies we acquire may cause significant operating
inefficiencies and adversely affect our profitability.

IF WE CANNOT OBTAIN ADDITIONAL FINANCING IN THE FUTURE ON ACCEPTABLE TERMS, OR
AT ALL, WE MAY NOT BE ABLE TO INVEST IN NEW TECHNOLOGIES AND OUR GROWTH MAY
SUFFER.

     We may need to raise additional financing in the future in order to invest
in new technology, equipment and training, and otherwise grow our business. We
cannot be certain that we will be able to obtain additional financing on
acceptable terms, if at all, and our failure to obtain additional financing on
acceptable terms could adversely affect our growth. If we need additional
capital and cannot raise it on acceptable terms, we may not be able to make
capital expenditures, invest in new technologies to keep pace with changing
client needs and technical standards, acquire additional companies, open or
expand offices in the United States, hire and train additional personnel or
otherwise expand or grow our business.

     If we elect and are able to obtain additional funding through equity
financing, the terms of this financing could be dilutive to our current
shareholders. We may also attempt to obtain additional funding through debt
financings. Any debt financings may contain restrictive terms that limit our
operating flexibility. As a result, either debt or equity financing could have a
material adverse effect on our business and financial condition.

                                       11
<Page>

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

     The steps we have taken to protect our proprietary rights may not prevent
or deter someone else from using or claiming rights to our intellectual
property. Third party infringement or misappropriation of our trade secrets,
patents or other proprietary information could cost us money, place us at a
competitive disadvantage, require us to incur legal expenses, distract our
management and result in loss of revenue and higher expenses. We also cannot
assure you that we will be able to prevent the unauthorized disclosure or use of
our proprietary know-how, systems and processes if any of our officers or other
employees leave us. In addition, although we believe that our proprietary rights
do not infringe on the proprietary rights of others, other parties may claim
that we have violated their proprietary rights. These claims, even if not true,
could result in significant legal and other costs and may distract our
management.

     We license most of the software that we use to run our business from
various vendors. If these vendors assert claims that we or our clients are
infringing on their software or related intellectual property, we could incur
substantial costs to defend these claims. In addition, if any of our vendors'
infringement claims are ultimately successful, our vendors could require us:

   - to cease selling or using products or services that incorporate the
     challenged software or technology;
   - to obtain a license or additional licenses from our vendors; or
   - to redesign our products and services which rely on the challenged software
     or technology.

ITEM 2. PROPERTY.

     In January 2002, we completed the move of our principal executive
offices and Virginia production center to 832 North Henry Street, Alexandria,
Virginia. We own this facility, which covers approximately 68,550 square
feet, 55,800 of which is available for office and production space. We also
lease facilities totaling approximately 72,360 square feet, in:

   - Atlanta, Georgia;
   - Gaithersburg, Maryland;
   - New York City, New York;
   - Philadelphia, Pennsylvania; and
   - Tempe, Arizona.

All of these facilities are principally used for operations and general
administrative functions. We from time to time lease additional space on a
short-term basis to facilitate higher workloads and specific requests from
clients. The leases extend for terms of between one and nine years and expire
from 2003 to 2011.

     Of the approximately 140,910 square feet that we own and lease,
approximately 23,460 square feet are utilized for our imaging segment,
approximately 48,600 square feet are utilized for our reprographics segment,
approximately 23,325 square feet are utilized for our digital printing segment
and approximately 45,525 square feet are utilized for corporate and other
purposes.

     As of March 15, 2002, we also operated at a client location pursuant to our
remaining facilities management contract.

ITEM 3. LEGAL PROCEEDINGS.

     We are, from time to time, a party to legal proceedings arising in the
normal course of our business. We believe that none of the legal proceedings
currently outstanding will have a material adverse effect on our

                                       12
<Page>

business, financial condition or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

     During the fourth quarter of the year ended December 31, 2001, no matters
were submitted to a vote of our securityholders.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

(a)  Market Information.

     The following table shows the high and low sales prices per share of our
common stock by quarter during 2000 and 2001. Our common stock trades on the
Nasdaq Small Cap Market under the symbol "ONSS." The Common Stock Purchase
Warrants (symbol "ONSSW") expired in July 2001, in accordance with the
original terms of issuance. As a result the Units (symbol "ONSSU") comprised
of two shares of Common Stock and one Common Stock Purchase Warrant were no
longer listed on the Nasdaq Small Cap Market.

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------
                                  COMMON STOCK                  WARRANTS                    UNITS
===========================================================================================================
Quarter Ended:                 HIGH           LOW          HIGH          LOW          HIGH          LOW
-----------------------------------------------------------------------------------------------------------
        <S>                     <C>           <C>          <C>           <C>          <C>           <C>
            March 31, 2000     $6.38         $1.38        $2.56         $0.25        $14.00        $3.00
-----------------------------------------------------------------------------------------------------------
             June 30, 2000      5.25          2.63         1.69          0.75         10.88         6.75
-----------------------------------------------------------------------------------------------------------
        September 30, 2000      4.13          2.22         0.88          0.16          8.50         5.00
-----------------------------------------------------------------------------------------------------------
         December 31, 2000      3.06          1.25         0.38          0.13          6.00         2.75
-----------------------------------------------------------------------------------------------------------
            March 31, 2001      2.06          1.13         0.28          0.05          5.22         2.63
-----------------------------------------------------------------------------------------------------------
             June 30, 2001      2.28          1.05         0.19          0.01          4.50         2.00
-----------------------------------------------------------------------------------------------------------
        September 30, 2001      3.16          1.71         0.05          0.02          5.55         4.75
-----------------------------------------------------------------------------------------------------------
         December 31, 2001      3.65          1.83            -             -             -            -
-----------------------------------------------------------------------------------------------------------
</Table>

(b)  Holders.

     The number of record holders of our common stock as of December 31, 2001
was 33. We believe that in excess of 1,400 beneficial owners hold such shares of
common stock in depository or nominee form.

(c)  Dividends.

     We have not paid dividends on our common stock and do not intend to pay
dividends on our common stock in the foreseeable future. Instead, we currently
intend to retain our earnings to finance the expansion of our business and for
general corporate purposes. Our Board of Directors has the authority to declare
and pay dividends on the common stock at any time, in its discretion, as long as
there are funds legally available for that distribution. Our line of credit with
Wachovia Bank prohibits the payment of dividends without the lender's consent.

(d)  Unregistered Sales of Securities

     None.

ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth selected financial data of the Company. The
selected financial data presented below has been derived from the Company's
financial statements which have been audited by

                                       13
<Page>

Reznick Fedder & Silverman PC, as described in their report thereon, and should
be read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the financial statements and notes
included in this Annual Report on Form 10-K.

<Table>
<Caption>
                                                                          YEARS ENDED DECEMBER 31,

                                                 2001             2000              1999             1998              1997
                                            ------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS DATA
-------------------------------
<S>                                           <C>               <C>              <C>               <C>              <C>
Revenue                                       $39,460,153       $35,489,911      $26,670,903       $25,965,723      $21,138,948
Cost of revenue                                26,282,163        24,457,491       19,368,458        21,713,453       15,293,617
                                              -----------       -----------      -----------       -----------      -----------

Gross profit                                   13,177,990        11,032,420        7,302,445         4,252,270        5,845,331
Selling                                         3,567,748         3,706,762        2,703,755         2,645,776        2,401,691
Administrative                                  6,078,501         4,606,426        3,742,909         3,025,825        2,226,103
Merger Related Costs                                    -           330,807                -                 -                -
                                            ------------------------------------------------------------------------------------

Income (loss) from operations                   3,531,741         2,388,425          855,781        (1,419,331)       1,217,537
                                            ------------------------------------------------------------------------------------
Other income (expense)                         (1,286,213)         (523,990)         123,158            (7,282)          54,718

Income (loss) before income taxes               2,245,528         1,864,435          978,939        (1,426,613)       1,272,255
Income tax expense (benefit)                      950,468           922,022          189,000          (429,000)         551,182
                                            ------------------------------------------------------------------------------------

Net income (loss)                             $ 1,295,060       $   942,413      $   789,939       $  (997,613)     $   721,073
                                            ------------------------------------------------------------------------------------

Earnings (loss) per share
Basic                                         $      0.25       $      0.19      $      0.16       $     (0.21)     $      0.15
Diluted                                       $      0.24       $      0.18      $      0.16       $     (0.21)     $      0.15

Weighted Average Shares Outstanding
Basic                                           5,032,076         4,870,825        4,838,727         4,818,220        4,794,705
Diluted                                         5,178,452         5,320,943        4,909,924         4,818,220        4,947,203
</Table>

<Table>
<Caption>
                                                                                 AS OF DECEMBER 31,
                                            ------------------------------------------------------------------------------------

                                                 2001             2000              1999             1998              1997
                                            ------------------------------------------------------------------------------------
<S>                                           <C>               <C>              <C>               <C>              <C>
BALANCE SHEET DATA:
Working capital                               $ 1,159,890       $   260,906      $ 3,496,846       $ 3,181,400      $ 4,577,446
Total assets                                   25,158,928        28,079,231       11,649,129        10,951,210       12,239,083
Current Liabilities                             7,991,460        11,501,179        3,695,246         3,326,752        3,468,759
Long-term Debt                                  7,030,794         8,097,810          528,687         1,169,454        1,094,444
Stockholders' equity                            9,545,315         7,852,989        6,944,019         6,135,911        7,092,987
                                            ------------------------------------------------------------------------------------
</Table>

                                       14
<Page>

QUARTERLY RESULTS

     The following table sets forth quarterly financial data as reported by the
Company on its Quarterly Reports on Form 10-Q, for years 2000 and 2001.

                             ON-SITE SOURCING, INC.
                        SELECTED QUARTERLY FINANCIAL DATA
                                    UNAUDITED
<Table>
<Caption>
                                    MARCH 31,    JUNE 30,    SEPT 30,   DEC 31,    MARCH 31,    JUNE 30,    SEPT 30,    DEC 31,
                                       2000        2000        2000      2000         2001        2001        2001        2001
                                    -----------------------------------------------------------------------------------------------
<S>                                    <C>         <C>        <C>        <C>          <C>        <C>         <C>         <C>
Revenue                                9,772,365   8,681,120  7,967,584  9,068,842    9,449,649  10,332,382  10,609,923  9,068,199
Costs and expenses
Cost of sales                          5,999,605   5,793,342  6,030,322  6,634,222    6,362,965   6,653,651   6,963,741  6,301,806
                                    -----------------------------------------------------------------------------------------------
                                       3,772,760   2,887,778  1,937,262  2,434,620    3,086,684   3,678,731   3,646,182  2,766,393
                                    -----------------------------------------------------------------------------------------------
Selling expense                          910,230     984,402    625,892  1,186,238      897,377     901,073   1,053,949    715,349
Administrative expense                 1,080,301   1,106,118  1,132,396  1,287,611    1,422,004   1,652,773   1,522,702  1,481,022
Merger Related Costs                           -           -          -    330,807            -           -           -          -
                                    -----------------------------------------------------------------------------------------------
                                       1,990,531   2,090,520  1,758,288  2,804,656    2,319,381   2,553,846   2,576,651  2,196,371
                                    -----------------------------------------------------------------------------------------------
Income (loss) from operations          1,782,229     797,258    178,974   (370,036)     767,303   1,124,885   1,069,531    570,022
Other income (expense)
Other income                               2,335       4,304      9,503     71,909       72,690      81,211      82,771     86,094
Other expense                           (147,644)    (60,722)  (122,871)  (280,804)    (397,813)   (441,763)   (461,545)  (307,858)
                                    -----------------------------------------------------------------------------------------------
                                        (145,309)    (56,418)  (113,368)  (208,895)    (325,123)   (360,552)   (378,774)  (221,764)
                                    -----------------------------------------------------------------------------------------------
Income (Loss) before income taxes      1,636,920     740,840     65,606   (578,931)     442,180     764,333     690,757    348,258
Income tax (benefit) expense             652,000     294,800     25,198    (49,976)     200,000     344,100     280,575    125,793
                                    -----------------------------------------------------------------------------------------------
Net (Loss) Income                        984,920     446,040     40,408   (528,955)     242,180     420,233     410,182    222,465
                                    -----------------------------------------------------------------------------------------------
</Table>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements such as our
intentions, hopes, beliefs, expectations, strategies and predictions of our
future activities, or other future events or conditions. Such statements are
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and are intended to be covered by the safe harbors created thereby.
Investors are cautioned that all forward-looking statements involve risks and
uncertainty, including, without limitation, the factors identified in Part I,
Item 1 of this Report. Although we believe that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and, therefore, there can be no assurance that
the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved.

GENERAL

     On-Site was originally incorporated in Virginia in December 1992, and
changed its state of incorporation to Delaware in January 1996. We began
providing reprographic and facilities management services in June 1993. In
November 1996, we also began providing imaging and scanning services. In April
2000, we began providing commercial printing services utilizing digital printing
technology.

     Today, we provide document and information management services through our
facilities in the greater Atlanta, Baltimore, New York City, Philadelphia and
Washington, D.C. metropolitan areas, and also serve

                                       15
<Page>

clients on the West Coast through our Tempe, Arizona facility. We help clients
in information-intensive industries manage large volumes of documents and
information, allowing them to concentrate on their core business operations. Our
target clients typically generate large volumes of documents and information and
require specialized processing, distribution, storage, and retrieval of these
documents and the information they contain. Our typical clients include law
firms, insurance companies, healthcare organizations, non-profit organizations,
accounting, consulting and finance firms and other organizations throughout the
East Coast of the United States. We have also begun to serve law firms on the
West Coast of the United States through our facility in Tempe, Arizona.

     We have three significant operating segments -- imaging, reprographics
and digital printing -- each of which is described above under "Item 1.
Business." Our imaging services accounted for approximately 8%, 27% and 29%
of our consolidated revenues for the years ended December 31, 1999, 2000 and
2001, respectively. Our reprographic services accounted for approximately
76%, 59% and 57% of our consolidated revenues for the years ended December
31, 1999, 2000 and 2001, respectively. Our digital printing services
accounted for approximately 5% and 7% of our consolidated revenues for the
years ended December 31, 2000 and 2001, respectively. Segment disclosures are
presented in Note 4 of the Notes to Consolidated Financial Statements
included in this Annual Report on Form 10-K.

     Prior to 2002, we also operated an additional segment, facilities
management services, which involved the on-premises management of a client's
support services, including mailroom operations, facsimile transmission, records
and supply room management and copying services. In December 2001, we terminated
several contracts related to our facilities management division and exited this
segment. We currently have one ongoing facilities management engagement. We do
not intend to enter into any additional facilities management engagements. The
termination of these facilities management contracts is expected to eliminate
approximately $125,000 in yearly losses and increase our focus on more
profitable business segments. Revenues for the years 1999, 2000 and 2001 from
our facilities management segment totaled $3.2 million, $3.0 million and $2.6
million, respectively, and accounted for approximately 12%, 9% and 6% of our
consolidated revenues for such years, respectively. In addition, in 1999 we sold
our information technology division.

     We derive our revenues primarily from our imaging, reprographics, and
digital printing segments. We collect revenues from these segments on a per job
basis. Our customers generally retain us on a job-by-job basis. We typically do
not have material contracts that commit a customer to use our services on a
long-term basis. Revenue is recognized upon completion of a job.

     Our billing methodology for imaging services depends on the type of service
provided. For scanning and blowback printing, we typically charge the client on
a per-page basis. For coding, we typically charge the client on a per-page basis
and according to the number of fields coded on each page. We generally bill
services involving data extraction, manipulation, indexing, formatting and
similar services on a per file basis. For our data storage services, we
typically charge the client a fee based on the amount of data to be stored and
length of storage, as well as licensing fees for the third-party software
applications we use to store and retrieve the data. We generally bill for our
photocopying services on a page-by-page basis, depending on the level of
difficulty involved in the photocopying, and for our other reprographics-related
services on a time and materials basis. We typically bill printing services on a
time and materials basis, depending on several factors, including whether the
work involves electronic or print press printing, quantity of items printed,
number of colors involved in the printing, quality of paper used and graphic
design time.

     Revenues from our segments vary from period to period depending on the
volume and size of work orders received. Our revenues can vary from period to
period due to the impact of specific large jobs. Currently, we derive our
revenues primarily from law firms. As a result of the slow-down in activity
that our clients generally experience during the months of August and
December, we typically experience lower revenues during those months. As we
continue to diversify our service offerings and continue expanding into other

                                       16
<Page>

markets, including healthcare, insurance, and government, we expect the
period-to-period fluctuations in our revenues to decrease.

     Cost of sales includes expenses related to compensation and benefits to
employees, occupancy costs, equipment costs, supplies, and other costs, which
are directly related to providing goods and services to our clients.

     Selling expense includes commissions, salaries and related travel,
entertainment and other costs related to our sales staff.

     Administrative expense consists primarily of compensation and related
benefits to executive management, accounting, human resources, and other
administrative employees, communications costs, insurance costs, legal and
accounting professional fees, and other costs incurred to provide support to our
operating segments.

RECENT EVENTS

     In January 2002, the Company completed the relocation of its Arlington,
Virginia production facilities and headquarters to Alexandria, Virginia. The
Company purchased the property in Alexandria, Virginia in November 2000, for
a total purchase price of approximately $7.5 million, including a cash
expenditure of approximately $1.7 million and a related mortgage of
approximately $5.8 million. As a result of holding the Alexandria property
during 2001 in addition to leasing its Arlington location, the Company
incurred significant costs for maintaining both locations. The Company
expects to realize approximately $250,000 in cost savings in 2002 as result
of the purchase.

SIGNIFICANT DEVELOPMENTS - FISCAL YEAR 2001

     During October 2001, the Company opened an office in Tempe, Arizona. The
opening of the Arizona office is consistent with the Company's strategy of
geographic expansion. The Arizona office is expected to provide significant
additional selling opportunities and allow for market penetration into the West
Coast.

     In December 2001, the GSA awarded us a Federal Supply Schedule which is
effective until January 2006. Federal Supply Schedules are centralized,
government-wide acquisition contracts negotiated and awarded by the GSA. Under
our Federal Supply Schedule, any U.S. federal government agency can buy services
directly from us. We have begun marketing our document and information
management services to document-intensive federal agencies, such as the
Department of Justice and the Internal Revenue Service.

SIGNIFICANT DEVELOPMENTS - FISCAL YEAR 2000

     In July 2000, the Company signed a definitive merger agreement with U.S.
Technologies Inc. pursuant to which U.S. Technologies would acquire the Company.
As a result of entering into the merger agreement, the Company incurred expenses
of $330,807, including legal fees and costs associated with the preparation of a
fairness opinion directly related to the due diligence of the transaction. On
April 2, 2001, the Company terminated the merger agreement with U.S.
Technologies. As a result of the termination, the Company wrote off, during the
fourth quarter of 2000, these expenses related to the proposed merger.

     During 2000, the Company acquired two digital printing businesses and began
providing full color digital printing and graphic services to both existing and
new customers. The Company acquired Legend Lithographic, Inc and Pseudon
Communications, Inc. in April 2000, for cash consideration of $438,172 and
assumption of $231,461 in liabilities. The Company acquired Duplicating & Design
Inc. in September 2000, for cash consideration of $274,412. In connection with
this acquisition, the Company also made a subsequent

                                       17
<Page>

payment of $233,333 on the first anniversary of the acquisition and is required
to make an additional payment of $233,333 on the second anniversary of the
acquisition. Revenues from the acquired business, classified as our digital
printing segment, were $3.0 million and $1.9 million for the years ended 2001
and 2000, respectively.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2000

REVENUE

     Revenues increased $4.0 million or 11%, to $39.5 million in 2001 from $35.5
million in 2000. The increase resulted from an increase in demand for our
services in all three of our business segments as a result of hiring additional
sales staff and additional market penetration into legal, insurance, and heath
care markets. The revenue increase in 2001 was offset by a general decrease in
demand for our services immediately following the September 11, 2001 terrorist
attacks. Revenues and increases by segment are as follows:

     Digital printing revenues increased $1.1 million or 60% to $3.0 million
from $1.9 million in 2000. Imaging revenues increased $1.9 million or 20% to
$11.4 million from $9.5 million in 2000. Reprographics revenues increased $1.5
million or 7% to $22.6 million from $21.1 million in 2000.

     The imaging segment, which accounted for 29% of our revenue in 2001,
plays an important role in the Company's future growth. As the needs of our
clients shift from traditional reprographic document management solutions to
more technology-based solutions, we expect imaging revenues as a percentage
of total Company revenues to increase. In the future, as clients shift to
imaging, we expect a decrease in reprographic revenues. However, we do not
expect a significant decrease in our reprographic revenues in the short term
if our efforts to expand into new markets, including national markets, are
successful.

     As discussed previously, the Company during 2001, opened a new office in
Tempe, Arizona and was awarded a GSA Federal Supply Schedule, under which any
U.S. federal government agency can buy services directly from us. We expect
these initiatives to expand the potential markets for our services.

GROSS PROFIT

     Gross profit increased $2.1 million, or 19%, to $13.2 million in 2001
from $11.0 million in 2000, largely due to the increases in revenue and
improvements in gross profit margins. Gross profit as percentage of sales
increased from 31% in 2000 to 33% in 2001. The increase is attributable in
part to improved management of our labor force by increasing utilization of
part-time workers, compared to full-time workers, to handle peak demand
periods. As a result, the Company incurred significantly lower labor costs,
as a percentage of revenues, in 2001 compared to 2000. Other factors
contributing to the increase in gross profit include higher profit margins
attributable to the Company's imaging segment, which accounted for a higher
percentage of total revenues in 2001 compared to 2000, as compared to margins
in our reprographics and digital printing segments, and efficiencies achieved
as a result of spreading increased revenues over certain fixed costs. Gross
profit was negatively impacted by a loss of $734,486 incurred in the
Company's digital printing operations. As and to the extent the digital
printing operations become profitable, the Company expects that this will
have a favorable impact on gross profits.

SELLING AND ADMINISTRATIVE EXPENSE

     Selling expense as a percentage of revenues decreased from 10% in 2000 to
9% in 2001. The decrease is attributable to a larger percentage of "house"
accounts, or accounts under which no account executives are assigned, on which
no commissions are paid.

     Administrative expense increased $1.5 million to $6.1 million in 2001
compared to $4.6 million in 2000. This increase is due to the significant
investments in people and equipment we made in 2001 in order to prepare for
anticipated future growth. Key factors which contributed to the increase include
the following:

                                       18
<Page>

      - Approximately $700,000 of our 2001 administrative expenses consist of
        increases in administrative salaries and wages as a result of the two
        acquisitions completed during the second and third quarter of 2000,
        additional administrative personnel hired to support the growth and the
        expansion of our imaging services to Georgia and New York, and additions
        of corporate administrative and management personnel;

      - Approximately $240,000 of our 2001 administrative expenses related to a
        severance payment to our former Director of Sales & Marketing who
        resigned in May 2001;

      - Approximately $220,000 of our 2001 administrative expenses consisted of
        bonus payments, used to reward and motivate employees for meeting
        certain performance objectives; and

      - Approximately $165,000 of our 2001 administrative expenses consisted of
        increases in depreciation costs related to the purchase of computer and
        other information technology equipment used to manage our computer
        network and process administrative functions in our imaging and digital
        printing segments and our accounting/human resources departments.

OTHER INCOME AND EXPENSE

     Other income increased by $234,715 to $322,766 in 2001 from $88,051 in
2000. The increase is primarily due to rental income in the amount of
$277,244 for 2001 as a result of subletting the property purchased in
Alexandria, Virginia. In January 2002, the Company relocated its Virginia
production center and headquarters to this Alexandria facility. The Company
does not expect any significant rental income in 2002.

     Other expense increased by $996,938 to $1.6 million in 2001 from
$612,041 in 2000. Other expense is comprised of interest expense, loss on
disposal of assets, and expenses related to the Alexandria, Virginia property:

      - Interest expense (excluding mortgage expense, which is separately
        discussed below) increased by $222,209 to $637,445 in 2001 from $415,236
        in 2000. Approximately $161,522 of the increase is due to higher
        utilization of the Company's line of credit in 2001, and approximately
        $60,686 of the increase is due to additional financing arrangements
        entered into by the Company in connection with the acquisition of
        digital printing equipment in 2000.

      - Loss on disposal of assets totaled $141,531 for 2001 compared to $86,185
        in 2000. The 2001 disposals related to the write-off of certain
        non-performing, fixed assets.

      - The Company incurred $830,003 and $88,510, in 2001 and 2000,
        respectively, in expenses related to the Alexandria, Virginia property.
        Of these amounts, $557,591 and $66,403, respectively, represented
        interest expense incurred in connection with the mortgage on the
        property. The remaining amounts, $272,412 and $22,108, respectively,
        were expenses related to the ownership and maintenance of the property.
        For the year ending December 31, 2002, expenses incurred in maintaining
        the property will be included as part of the Company's operating
        expenses.

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1999

REVENUE

                                       19
<Page>

     Revenue increased $8.8 million or 33%, to $35.5 million in 2000 from $26.7
million in 1999. The increase resulted from an increase in imaging revenues and
revenues from our acquisitions completed in the year 2000.

     Imaging revenues increased 327% or $7.3 million, from $2.2 million for the
year ended December 31, 1999 to $9.5 million for the year ended December 31,
2000. The increase in imaging revenues is a result of the investment and
commitment the Company has placed in the imaging segment in response to the
shift from traditional paper based files to digital and/or electronic files.

     Revenues of $1.9 million were achieved as a result of the acquisitions of
Legend Lithograph, Pseudon Communications, and Duplicating & Design, which were
completed in 2000.

     1999 included $979,000 in revenues generated from the Company's information
technology division, which was sold in September 1999.

GROSS PROFIT

     Gross profit increased $3.7 million, or 51%, to $11.0 million in 2000
from $7.3 million in 1999. Gross profit as a percentage of sales increased
4%, from 27% for the year ended December 31, 1999 to 31% for the year ended
December 31, 2000. The increase was due to revenues from our imaging services
division, which contributes higher margins compared to reprographics,
printing, and facilities management segments, accounting for a higher
percentage of total revenues in 2000 compared to 1999.

SELLING AND ADMINISTRATIVE EXPENSES

     Selling expenses, as a percentage of revenues, remained relatively constant
for the year ended December 31, 2000 compared to the year ended December 31,
1999. As a percentage of revenues, selling expense was 10% for both years ended
December 31, 2000 and 1999, respectively.

     Administrative expenses increased from $3.7 million in 1999 to $4.6 million
in 2000. The increase is due to increased administrative staffing related to the
two acquisitions completed in 2000, increased staffing in accounting and human
resources to handle the revenue growth experienced by the company, and
expenditures related to the maintenance and development of the Company's
information technology infrastructure.

MERGER RELATED COSTS

     As described above, during the fourth quarter of 2000 the Company expensed
$330,807 in merger-related expenses as a result of the termination of the merger
agreement with U.S. Technologies.

OTHER INCOME AND EXPENSES

     Other income decreased in the year 2000 by $260,003, from $348,054 in 1999
to $88,051 in 2000. Of the $88,051 in other income reported for 2000,
approximately $70,000 was related to rental income received as a result of
subletting the property in Alexandria, Virginia. The remainder of other income
for 2000, approximately $18,000, included miscellaneous refunds and credits.
Other income for 1999 of $348,054 includes a gain of $270,000 realized as a
result of the sale of the Company's information technology division, insurance
proceeds of $23,000, representing proceeds on amounts previously written off,
a $42,000 gain on the sale of copy equipment, and other miscellaneous items
totaling approximately $13,000.

     Other expense increased in the year 2000 by $387,145, to $612,041 compared
to $224,896 in the year 1999. Other expense for 2000 included expenses of
$88,510 related to expenses for the Alexandria, Virginia property, $108,295 in
early termination fees and the write-off of certain leasehold improvements
related to the Company relocating its Atlanta, Georgia facility to a less
expensive facility, and $415,236 in interest and interest related fees
(excluding mortgage expenses, which are included in the discussion of the
Alexandria property expenses above).

                                       20
<Page>

INCOME TAX EXPENSE (BENEFIT)

     During 1999, the Company utilized net operating loss carry forwards
totaling approximately $1.8 million, which effectively offset net taxable
income. The Company recorded a deferred tax expense for 1999 of $189,000. During
2000, the remaining net operating loss carry forwards were not sufficient to
fully offset taxable net income, resulting in a current tax liability of
$583,552 and a deferred tax liability of $338,470.

LIQUIDITY AND CAPITAL RESOURCES

     We have funded our expansion and growth by utilizing internally generated
cash flow, long-term financing, and a commercial line of credit. We anticipate
that the cash flow from operations and our line of credit will be sufficient to
meet our expected cash requirements for the next twelve months. There can be no
assurances that unforeseen events may not require more working capital than we
have at our disposal. As of December 31, 2001, we had approximately $3,000 in
cash and cash equivalents and working capital of approximately $1.2 million.

     In order to provide additional working capital to fund our growth and
expansion, we entered into an amended and restated working capital line of
credit with First Union - Wachovia Bank in May 2001. Outstanding borrowings
under the line of credit at any given time cannot exceed the lesser of $7.0
million or the aggregate amount of eligible accounts receivable, which are
generally defined as 75% of accounts receivable less than 120 days old. Amounts
outstanding under the line of credit bear interest at the lesser of the bank's
prime rate of interest or the 30-day LIBOR rate plus 2.25%. The line of credit,
which expires May 31, 2002, requires us to comply with certain financial
covenants, including a requirement that we maintain a minimum net worth (as
defined in the agreement) of $6,000,000. At December 31, 2001, advances totaling
$3,120,166 were outstanding under the line of credit, our remaining availability
under the line of credit was approximately $1,300,000 and our net worth, as
defined under the agreement, was $8,638,764. The Company expects to renew the
line of credit arrangement in May 2002, for an additional year.

     In November 2000, the Company entered into a mortgage note payable in
the amount of $5,800,000 with First Union -- Wachovia Bank. The mortgage is
in relation to the purchase of the Alexandria, Virginia property. Under the
terms of the note, the Company is required to make monthly principal and
interest payments in the aggregate amount of $60,495 for a period of seven
years. At the end of the seven-year period in October 2007, the Company is
required to make a lump-sum payment of $4,155,254. In order to address
interest rate fluctuations, the Company entered into interest rate swap
agreement under which the interest rate is fixed at 9.48%.

     In addition to the line of credit and mortgage note agreement, we have
obtained purchase money financing for certain equipment and vehicles in an
aggregate amount of $2.5 million as of December 31, 2001. These notes are
secured by the equipment and vehicles, accrue interest at rates ranging from
4.34% to 10.25 % per annum and mature at various times between 2001 and 2008.
The weighted average interest rate of the amounts outstanding under these
notes as of December 31, 2001 was approximately 6.25% per annum. Detailed
information regarding the various financing arrangements is presented in Note
6 of Notes to Financial Statements included in this Annual Report on
Form 10-K.

     The Company relies for its short-term liquidity on its line of credit, the
availability of which depends on the Company's accounts receivable balances, and
cash flows from operations. The Company may experience an inability to meet its
capital requirements if any one or a combination of the following occur:
Significant losses from operations, significant decrease in revenues, default of
certain line of credit covenants such the requirements that the Company maintain
a minimum net worth, causing the line of credit to be due on demand, or the
default by customers or a group of customers with significant account receivable
balances owed to the Company.

     In order to meet its capital requirements, the Company may seek additional
sources of financing. These may include collateral based loans, and capital and
operating leases.

     The following summarizes our obligations, as of December 31, 2001, and
commitments to make future payments (principal and interest) under contracts,
such as debt and lease agreements, and under contingent commitments, such as
debt guarantees. We expect to fund such obligations from cash generated from
operating activities and funding from our line of credit.

                                       21
<Page>

<Table>
<Caption>
--------------------------------------------------------------------------------------------------------
                                                      PAYMENTS DUE BY PERIOD
--------------------------------------------------------------------------------------------------------
      Contractual                               Less Than         1-3            4-5           After 5
      Obligations                Total            1 Year         Years          Years          Years
--------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>            <C>            <C>            <C>
Line of Credit                 3,120,166         3,120,166              -              -              -
--------------------------------------------------------------------------------------------------------
Building Mortgage              8,450,400           725,940      2,177,820      1,391,385      4,155,255
--------------------------------------------------------------------------------------------------------
Long-Term Debt                 7,238,824           867,938      1,370,278      5,000,608              -
--------------------------------------------------------------------------------------------------------
Capital Lease Obligations        288,921           153,253        135,668              -              -
--------------------------------------------------------------------------------------------------------
Operating Lease, Rental        6,822,682         1,828,002      3,651,047      1,343,633              -
& Lease Commitments
--------------------------------------------------------------------------------------------------------
Other Long-Term Obligations      483,333           483,333              -              -              -
--------------------------------------------------------------------------------------------------------
Total Contractual Cash        26,404,326         7,178,632      7,334,813      7,735,626      4,155,255
Obligations
--------------------------------------------------------------------------------------------------------
</Table>

     Net cash flow from operating activities increased by $5.7 million to $5.5
million in 2001 compared to a deficit of $197,500 in 2000. The increase is a
result of improved collections on the Company's account receivable balances. The
efficiency in collecting accounts receivable balances has a significant effect
on the Company's cash flow from operations.

     Net cash flows used in investing activities decreased $2.3 million to $2.0
million in 2001 compared to $4.5 million in 2001. The decrease is due to capital
expenditures for significant purchases of digital printing equipment in 2000.
The Company anticipates that future requirements for capital expenditures will
include capital expenditures incurred during the ordinary course of business,
including costs related to our anticipated geographic expansion, investment in
high-end data storage equipment, and leasehold improvements related to our
Alexandria, Virginia facility. We anticipate our capital expenditures for 2002
will be between $2.0 million and $3.0 million. We expect to fund such capital
expenditures with cash generated from operating activities and funding from our
line of credit.

CRITICAL ACCOUNTING POLICIES

     In determining the Company's accounts receivable reserves, the Company
estimates amounts that may be uncollectible as a result of an allowance
granted to a customer or write-off due to bad debt. The Company determines
this reserve based on what it believes is uncollectible based on prior
business trends and communications with our customers. As of December 31,
2001 the Company had an established reserve of approximately $350,000 with a
corresponding accounts receivable balance of $8.5 million. The Company
believes the established allowance is sufficient to account for any
write-offs that may potentially occur. The allowance is reviewed and adjusted
on a quarterly basis to ensure adequacy. In the event of a significant
adjustments and/or default from one or several of our customers, our accounts
receivable reserves may prove insufficient, and we may incur an additional
expense in order to replenish our reserve balances.

RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

     In June 2001 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
other Intangible Assets." Upon the adoption of SFAS No. 142, goodwill and
intangible assets that have indefinite useful lives will not be amortized but
rather will be tested at least annually for impairment. The Company will adopt
the provisions of SFAS No. 142 on January 1, 2002. The Company will complete its
assessment of goodwill impairment by June 30, 2002. The impact of an impairment,
if any determined during such assessment, would be recorded as a cumulative
effect of a change in accounting principle during the first quarter of fiscal
2002.

                                       22
<Page>

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

     We believe our market risk exposure with regard to our financial
instruments is limited to changes in interest rates. Based upon the composition
of our variable rate debt outstanding at December 31, 2001, which is primarily
borrowings under the working capital line of credit, we do not believe that a
hypothetical increase in the bank's prime rate of interest or the 30-day LIBOR
rate would be material to net income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by Item 8 is included in Item 14 of this Form
10-K.

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

     There have been no changes in or disagreements with the Company's
independent auditors.

                                    PART III

ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     The information required by this Item will be included in the Company's
Proxy Statement for the 2002 Annual Meeting of Shareholders under the caption
Directors and Executive Officers which will be filed with the Securities and
Exchange Commission no later than 120 days after the close of the fiscal year
ended December 31, 2001, and is incorporated herein by reference.

ITEM 11.EXECUTIVE COMPENSATION

     The information required by this Item will be included in the Company's
Proxy Statement for the 2002 Annual Meeting of Shareholders under the caption
Executive Compensation which will be filed with the Securities and Exchange
Commission no later than 120 days after the close of the fiscal year ended
December 31, 2001, and is incorporated herein by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item will be included in the Company's
Proxy Statement for the 2002 Annual Meeting of Shareholders under the caption
Security Ownership of Certain Beneficial Owners and Management which will be
filed with the Securities and Exchange Commission no later than 120 days after
the close of the fiscal year ended December 31, 2001, and is incorporated herein
by reference.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item will be included in the Company's
Proxy Statement for the 2002 Annual Meeting of Shareholders under the caption
Certain Relationships and Related Transactions which will be filed with the
Securities and Exchange Commission no later than 120 days after the close of the
fiscal year ended December 31, 2001, and is incorporated herein by reference.

                                     PART IV

                                       23
<Page>

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)  Financial Statements

        The following financial statements required by this item are submitted
in a separate section beginning on page F-1 of this Report.

<Table>
<Caption>
                                                                                         Page
<S>                                                                                       <C>
Report of Independent Auditors........................................................... F-2

Financial Statements:

Balance Sheets as of December 31, 2001 and 2000.......................................... F-3

Statements of Operations for the Years Ended December 31, 2001, 2000 and 1999............ F-4

Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000 and 1999.. F-5

Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999............ F-6

Notes to Financial Statements............................................................ F-8
</Table>

(a)(2)  Financial Statement Schedules

        All Schedules are omitted because the required information is
inapplicable or it is presented in the Financial Statements or the notes
thereto.

(a)(3)  Exhibits

        The Exhibit Index is incorporated herein by reference.

(b)     Reports on Form 8-K

        There were no reports on Form 8-K filed by the Registrant during the
fourth quarter of the fiscal year ended December 31, 2001.

(c)     Exhibits

        The exhibits required by this item are listed in the Exhibit Index.

(d)     Financial Statement Schedules

        See Item 14(a)(2).

                                       24
<Page>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the Registrant caused this Annual Report on Form 10-K to be
signed on its behalf by the undersigned thereunto duly authorized on this 29th
day of March 2002.

                                      ON-SITE SOURCING, INC.

                                      By: /s/ CHRISTOPHER J. WEILER
                                         --------------------------------------
                                             Christopher J. Weiler
                                             President, Chief Executive Officer
                                             and Director

     Each person whose signature appears below constitutes and appoints
Christopher J. Weiler and Jason Parikh as his or her true and lawful
attorneys-in-fact each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign any or all amendments to this Annual Report on Form
10-K, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully for all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact, or their
substitutes, each acting alone, may lawfully do or cause to be done by virtue
hereof.

     In accordance with the Securities Exchange Act of 1934, as amended, this
Annual Report on Form 10-K has been signed below by the following persons on
behalf of the Registrant, and in the capacities and on the date indicated.

<Table>
<S>                                   <C>
Date: March 29, 2002                     By: /s/ CHRISTOPHER J. WEILER
                                         --------------------------------------------------------
                                         Christopher J. Weiler
                                         President, Chief Executive Officer and Director
                                         (Principal Executive Officer)

Date: March 29, 2002                     By: /s/ JASON PARIKH
                                         --------------------------------------------------------
                                         Jason Parikh
                                         Chief Financial Officer and Secretary
                                         (Principal Financial and Accounting Officer)

Date: March 29, 2002                     By: /s/ CLIFFORD KENDALL
                                         --------------------------------------------------------
                                         Clifford Kendall
                                         Director and Chairman of the Board

Date: March 29, 2002                     By: /s/ MICHAEL D. BRANT
                                         --------------------------------------------------------
                                         Michael D. Brant
                                         Director

Date: March 29, 2002                     By: /s/ JORGE R. FORGUES
                                         --------------------------------------------------------
                                         Jorge R. Forgues
                                         Director

Date: March 29, 2002                     By: /s/ MICHAEL MEYER
                                         --------------------------------------------------------
                                         Michael Meyer
                                         Director

Date: March 29, 2002                     By: /s/ CHARLES B. MILLAR
                                         --------------------------------------------------------
                                         Charles B. Millar
                                         Director

Date: March 29, 2002                     By: /s/ DENIS SEYNHAEVE
                                         --------------------------------------------------------
                                         Denis Seynhaeve
                                         Director

</Table>

                                       25
<Page>

                            FINANCIAL STATEMENTS AND
                          INDEPENDENT AUDITORS' REPORT

                             ON-SITE SOURCING, INC.

                        DECEMBER 31, 2001, 2000 AND 1999

<Page>

<Table>
<Caption>
                             On-Site Sourcing, Inc.

                                TABLE OF CONTENTS
                                                                                  PAGE
<S>                                                                                 <C>
INDEPENDENT AUDITORS' REPORT                                                       F-2

FINANCIAL STATEMENTS

         BALANCE SHEETS                                                            F-3

         STATEMENTS OF INCOME                                                      F-4

         STATEMENTS OF STOCKHOLDERS' EQUITY                                        F-5

         STATEMENTS OF CASH FLOWS                                                  F-6

         NOTES TO FINANCIAL STATEMENTS                                             F-8
</Table>

                                       F-1
<Page>

                       [REZNICK FEDDER & SLIVERMAN LOGO]
            Certified Public Accountants - A Professional Corporation

4520 East West Highway - Suite 300 - Bethesda, Maryland 20814-3319 - Phone (301)
                          652-9100 - Fax (301) 652-1848

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
On-Site Sourcing, Inc.

     We have audited the accompanying balance sheets of On-Site Sourcing, Inc.,
as of December 31, 2001 and 2000, and the related statements of income,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of On-Site Sourcing, Inc., as
of December 31, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Reznick Fedder & Silverman

Bethesda, Maryland
January 31, 2002

                                      F-2
<Page>

                             On-Site Sourcing, Inc.

                                 BALANCE SHEETS

                           December 31, 2001 and 2000

<Table>
<Caption>
                                                                                            2001                     2000
                                                                                     ---------------         ----------------
<S>                                                                                  <C>                      <C>
                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                         $        3,282           $        3,428
   Accounts receivable, net                                                               8,103,379                9,762,093
   Prepaid supplies                                                                         611,988                  677,771
   Prepaid expenses                                                                         242,818                  471,764
   Prepaid income taxes                                                                      38,303                  715,674
   Notes receivable, current portion                                                        151,580                  131,355
                                                                                     ---------------         ----------------
             Total current assets                                                         9,151,350               11,762,085

PROPERTY AND EQUIPMENT, net                                                              14,933,769               15,024,026
OTHER ASSETS
   Note receivable, net of current portion                                                        -                  117,753
   Goodwill, net                                                                            906,551                1,011,944
   Other assets                                                                             167,258                  163,423
                                                                                     ---------------         ----------------
             Total assets                                                            $   25,158,928           $   28,079,231
                                                                                     ===============         ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Line of credit                                                                    $    3,120,166           $    5,809,598
   Current portion of long-term debt                                                      1,314,396                1,401,184
   Accounts payable                                                                       2,759,191                3,149,926
   Accrued and other liabilities                                                            738,972                  853,986
   Deferred income taxes                                                                     58,735                  286,485
                                                                                     ---------------         ----------------
             Total current liabilities                                                    7,991,460               11,501,179

NONCURRENT LIABILITIES
   Long-term debt, net of current portion                                                 7,030,794                8,097,810
   Deferred rent                                                                            217,143                  189,177
   Deferred income taxes                                                                    374,216                  438,076
                                                                                     ---------------         ----------------
             Total liabilities                                                           15,613,613               20,226,242

COMMITMENTS AND CONTINGENCIES                                                                     -                        -

STOCKHOLDERS' EQUITY
   Common stock, $.01 par value, 20,000,000 shares
       authorized; 5,254,259 and 5,057,215 shares issued and outstanding                     52,543                   50,572
   Preferred stock, $.01 par value, 1,000,000 shares
       authorized, no shares issued and outstanding                                               -                        -
   Subscription receivable                                                                        -                 (50,400)
   Additional paid -in capital                                                            7,131,139                6,786,244
   Treasury stock (113,590 shares of common stock at cost)                                 (396,152)                (396,152)
   Retained earnings                                                                      2,757,785                1,462,725
                                                                                     ---------------         ----------------
                                                                                          9,545,315                7,852,989
                                                                                     ---------------         ----------------

             Total liabilities and stockholders' equity                              $   25,158,928           $   28,079,231
                                                                                     ===============         ================
</Table>

                       See notes to financial statements

                                       F-3
<Page>

                             On-Site Sourcing, Inc.

                              STATEMENTS OF INCOME

                           December 31, 2001 and 2000

<Table>
<Caption>
                                                         2001                  2000                  1999
                                                  --------------------     ----------------     ----------------
<S>                                                  <C>                    <C>                   <C>

Revenue                                              $   39,460,153         $   35,489,911        $   26,670,903

Cost of revenue                                          26,282,163             24,457,491            19,368,458
                                                  --------------------     ----------------     ----------------
Gross profit                                             13,177,990             11,032,420             7,302,445
                                                  --------------------     ----------------     ----------------

Selling                                                   3,567,748              3,706,762             2,703,755
Administrative                                            6,078,501              4,606,426             3,742,909
Merger related costs                                              -                330,807                     -
                                                  --------------------     ----------------     ----------------

                                                          9,646,249              8,643,995             6,446,664
                                                  --------------------     ----------------     ----------------

Income from operations                                    3,531,741              2,388,425               855,781
                                                  --------------------     ----------------     ----------------

Other income (expense)
Other income                                                322,766                 88,051               348,054

Other expense, primarily interest                        (1,608,979)              (612,041)             (224,896)
                                                  --------------------     ----------------     ----------------

                                                         (1,286,213)              (523,990)              123,158
                                                  --------------------     ----------------     ----------------

Income before income taxes                                2,245,528              1,864,435               978,939
                                                  --------------------     ----------------     ----------------

Income tax expense (benefit)
Current                                                   1,242,078                583,552                     -

Deferred                                                   (291,610)               338,470               189,000
                                                  --------------------     ----------------     ----------------
                                                            950,468                922,022               189,000
                                                  --------------------     ----------------     ----------------

Net income                                           $    1,295,060         $      942,413        $      789,939
                                                  ====================     ================     ================

Basic earnings per share                             $         0.25         $         0.19        $         0.16
Diluted earnings per share                           $         0.24         $         0.18        $         0.16
</Table>

                        See notes to financial statements

                                       F-4
<Page>

                             On-Site Sourcing, Inc.

                        STATEMENTS OF STOCKHOLDERS' EQUITY

                           December 31, 2001 and 2000

<Table>
<Caption>

                               Common       Common    Additional paid-  Subscriptions   Treasury     Retained
                               shares       stock        in capital      receivable      stock       earnings            Total
                            ---------     ------------ -------------- ----------------- ----------  -------------    --------------
<S>                         <C>            <C>          <C>             <C>             <C>         <C>               <C>
Balance at
   December 31, 1998        4,824,669      $    48,247  $   6,432,691   $    (50,400)   $  (25,000) $    (269,627)    $   6,135,911

Sale of common stock           27,000              270         37,230              -             -              -            37,500

Common stock reacquired             -                -              -              -       (19,331)             -           (19,331)

Net income                          -                -              -              -            -         789,939           789,939
                            ---------     ------------ -------------- ----------------- ----------  -------------    --------------
Balance at
   December 31, 1999        4,851,669           48,517      6,469,921        (50,400)      (44,331)       520,312         6,944,019

Sale of common stock          205,546            2,055        316,323              -            -               -           318,378

Common stock reacquired             -                -              -              -      (351,821)             -          (351,821)

Net income                          -                -              -              -            -         942,413           942,413
                            ---------     ------------ -------------- ----------------- ----------  -------------    --------------
Balance at
   December 31, 2000        5,057,215           50,572      6,786,244        (50,400)     (396,152)     1,462,725         7,852,989

Sale of common stock          197,044            1,971        344,895              -             -              -           346,866

Collection of subscription
   receivable                       -                -              -         50,400             -              -            50,400

Net income                          -                -              -              -             -      1,295,060         1,295,060
                            ---------     ------------ -------------- ----------------- ----------  -------------    --------------
Balance at
    December 31, 2001       5,254,259      $    52,543  $   7,131,139   $          -    $ (396,152) $   2,757,785     $   9,545,315

                            ---------     ------------ -------------- ----------------- ----------  -------------    --------------
</Table>

                        See notes to financial statements

                                       F-5
<Page>

                             On-Site Sourcing, Inc.

                            STATEMENTS OF CASH FLOWS

                           December 31, 2001 and 2000

<Table>
<Caption>
                                                                    2001                  2000                   1999
                                                             -----------------       ---------------       ----------------
<S>                                                             <C>                    <C>                   <C>
Cash flows from operating activities
   Net income                                                  $    1,295,061          $    942,413          $     789,939
   Adjustments to reconcile net earnings
   to net cash provided by (used in) operating activities
     Depreciation and amortization                                  2,204,559             1,571,818              1,057,820
     Loss on disposition of equipment                                  95,719                86,185
     Deferred taxes                                                  (291,610)              338,379                189,000
     Gain on disposition of division                                        -                     -               (270,000)
     Changes in assets and liabilities
        Decrease (increase) in accounts receivable, net             1,658,712            (3,299,469)              (540,597)
        Decrease (increase) in prepaid supplies                        65,783              (175,410)               (52,995)
        Decrease (increase) in prepaid expenses                       228,946              (309,280)               (25,726)
        Decrease (increase) in prepaid income taxes                   677,371              (715,674)                     -
        Increase in other assets                                       (3,835)              (80,492)                (7,869)
        Increase (decrease) in accounts payable                      (390,735)            1,341,293               (209,615)
        Increase (decrease) in accrued and other liabilities         (115,014)               47,128                112,524
        Increase in deferred rent                                      27,966                55,609                 11,657
                                                             -----------------       ---------------       ----------------
          Net cash provided by (used in) operating activities       5,452,923              (197,500)             1,054,138
                                                             -----------------       ---------------       ----------------

 Cash flows from investing activities
     Acquisition of property and equipment                         (2,119,626)           (4,535,672)              (793,930)
     Proceeds from disposition of equipment                            15,000                25,414                      -
     Advances in connection with sale of business division                  -                     -                (50,000)
     Receipt of payments on notes receivable                           97,528                62,833                  8,059
                                                             -----------------       ---------------       ----------------
          Net cash used in investing activities                    (2,007,098)           (4,447,425)              (835,871)
                                                             -----------------       ---------------       ----------------
Cash flows from financing activities
     Proceeds from sale of common stock                               346,865               318,378                 37,500
     Proceeds from subscription receivable                             50,400                     -                      -
     Proceeds of long-term debt arrangements                                -               231,461                      -
     Net borrowings (payments) short-term debt agreement           (2,689,432)            5,340,123                328,130
     Payments under long term debt agreements                      (1,153,804)             (912,470)              (541,884)
     Payments for reacquisition of common stock                             -              (351,821)               (19,331)
                                                             -----------------       ---------------       ----------------
        Net cash provided by (used in) financing activities        (3,445,971)            4,625,671               (195,585)
                                                             -----------------       ---------------       ----------------
        NET INCREASE (DECREASE) IN CASH                                  (146)              (19,254)                22,682

Cash, beginning                                                         3,428                22,682                      -
                                                             -----------------       ---------------       ----------------
Cash, ending                                                   $        3,282          $      3,428          $      22,682
                                                             -----------------       ---------------       ----------------
</Table>

                        See notes to financial statements

                                       F-6
<Page>

                                On-Site Sourcing

                       STATEMENTS OF CASH FLOWS- CONTINUED

                           December 31, 2001 and 2000

<Table>
<S>                                                                         <C>                  <C>                  <C>
Supplemental disclosure of cash flow information

   Interest paid                                                            $    1,107,835       $    371,502         $  181,714
                                                                            ==============       ============         ===========
   Income taxes paid                                                        $      539,210       $  1,298,845         $        -
                                                                            ==============       ============         ==========
Noncash investing and financing activities:

   Equipment financed through long-term debt                                $           -        $  2,802,943         $        -
                                                                            ==============       ============         ==========

   Issuance of note receivable in connection with sale of business division $           -        $          -         $  270,000
                                                                            ==============       ============         ==========
   Acquisition of assets financed through long-term debt                    $           -        $  6,276,666         $        -
                                                                            ==============       ============         ==========
</Table>

                        See notes to financial statements

                                       F-7
<Page>

                             On-Site Sourcing, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                        December 31, 2001, 2000 and 1999

1.   OPERATIONS

     NATURE OF BUSINESS

     On-Site Sourcing, Inc. (the "Company") was incorporated in the Commonwealth
     of Virginia on December 1992 and changed its state incorporation to
     Delaware in January 1996. The Company performs various services, including
     digital imaging, facilities management, litigation copying, and related
     services at customer and company locations. The digital imaging, facilities
     management and litigation copying services are performed in the
     metropolitan areas of Philadelphia, Pennsylvania; Washington, D.C.;
     Atlanta, Georgia; New York, New York; and Tempe, Arizona.

     ACQUISITIONS

     On April 12, 2000, the Company purchased certain assets and assumed certain
     liabilities of Legend Lithographics, Inc. and Pseudon Communications, Inc.
     (collectively, "Legend"), a digital printing and copying company, for
     $438,172 in cash. The purchase price has been allocated to the fair value
     of the assets acquired and liabilities assumed.

     On September 6, 2000, the Company entered into a Stock Purchase Agreement
     with Duplicating and Design, Inc. ("D&D") a digital printing and graphic
     design company. Under the agreement, the Company purchased the capital
     stock of D&D for an aggregate purchase price of $741,078 in cash, payable
     in three installments through 2002. The purchase price has been allocated
     to the fair value of the assets acquired and liabilities assumed. The
     operations of D&D are included in the operations of the Company as of the
     acquisition date.

     The Company accounted for both of these transactions under the purchase
     method of accounting.

     In connection with the Legend and D&D acquisitions, the assets acquired and
     liabilities assumed are as follows:

<Table>
               <S>                                           <C>
               Tangible assets acquired at fair value        $          356,785
               Goodwill                                               1,053,926
               Liabilities assumed at fair value                       (231,461)
                                                             -------------------

               Cash paid                                     $        1,179,250
                                                             ===================
</Table>

     Proforma results of operations of the Company for the year ended December
     31, 2000 (unaudited), as if the acquisitions had occurred at the beginning
     of the year, are as follows:

<Table>
               <S>                                           <C>
               Revenue                                       $       36,017,711
               Net income                                    $          950,496
               Earnings per share:
                   Basic                                     $              .19
                   Diluted                                   $              .18
</Table>

     The proforma results do not purport to be indicative of results that would
     have occurred had the acquisitions been in effect for the period presented,
     nor do they purport to be indicative of the results that will be obtained
     in the future.

                                       F-8
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     USE OF ESTIMATES

     In preparing financial statements in conformity with accounting principles
     generally accepted in the United States of America, management is required
     to make estimates and assumptions that affect the reported amounts of
     assets and liabilities, the disclosure of contingent assets and liabilities
     at the date of the financial statements, and revenue and expenses during
     the reporting period. Actual results could differ from those estimates.

     REVENUE RECOGNITION

     Revenue from reprographic and imaging services is recognized on a per copy
     basis upon completion of the services. Facilities management revenue is
     recognized based on monthly fixed fees and, in certain cases, on a variable
     per copy fee basis, as defined in facilities management agreements.

     SEGMENT DISCLOSURES

     The Company complies with Statement of Financial Accounting Standards
     ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related
     Information." SFAS No. 131 establishes standards for reporting information
     about operating segments and related disclosures about products and
     services, geographic areas and major customers.

     INCOME TAXES

     Deferred taxes are recognized based on the estimated future tax effects of
     temporary differences between the carrying amounts of assets and
     liabilities for financial reporting purposes and the amount used for income
     tax purposes. Income taxes represent the current tax provision for the
     period and the change during the period in deferred tax assets and
     liabilities. Deferred taxes for temporary differences relate to
     depreciation, amortization, deferred rent and cash basis adjustment.

     DEPRECIATION AND AMORTIZATION

     Property and equipment are stated at cost. Depreciation on property and
     equipment is computed on a straight-line basis over the estimated useful
     lives of the assets ranging from two to forty years for financial reporting
     purposes. Accelerated methods are used for tax purposes.

     EARNINGS PER COMMON SHARE

     Basic earnings per share exclude dilution and are calculated using the
     average number of shares outstanding. Diluted earnings per share is
     computed on the basis of the average number of shares outstanding plus the
     effect of outstanding stock options using the "treasury stock" method.

                                       F-9
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     EARNINGS PER COMMON SHARE (Continued)

<Table>
<Caption>
                                                                    Year ended December 31,

                                                           2001              2000              1999
                                                      ----------------  ----------------  ----------------
<S>                                                   <C>               <C>               <C>
Net income available for common shareholders          $    1,295,060    $      942,413    $      789,939
                                                      ----------------  ----------------  ----------------
Average outstanding:
   Common stock                                            5,145,291         4,870,825         4,838,727
   Employee stock options                                    146,375           450,118            71,197
                                                      ----------------  ----------------  ----------------
Common stock and common stock equivalents                  5,291,666         5,320,943         4,909,924
                                                      ================  ================  ================

Earnings per share:
   Basic                                              $          .25    $          .19    $          .16
   Diluted                                            $          .24    $          .18    $          .16
</Table>

     Unexercised employee stock options to purchase 582,851, 531,798 and 997,971
     shares of the Company's common stock as of December 31, 2001, 2000 and
     1999, respectively, were not included in the computations of diluted
     earnings per share because the options' exercise prices were greater than
     the average market price of the Company's common stock during the
     respective period.

     GOODWILL

     Cost in excess of fair value of net assets acquired resulting from
     acquisitions is being amortized on a straight-line basis over a period of
     ten years.

     In June 2001 the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
     other Intangible Assets." Upon the adoption of SFAS No. 142, goodwill and
     intangible assets that have indefinite useful lives will not be amortized
     but rather will be tested at least annually for impairment. The Company
     will adopt the provisions of SFAS No. 142 on January 1, 2002. The Company
     will complete its assessment of goodwill impairment by June 30, 2002. The
     impact of an impairment, if any determined during such assessment, would be
     recorded as a cumulative effect of a change in accounting principle during
     the first quarter of fiscal 2002.

     DEFERRED RENT

     Deferred rent is recorded and amortized to the extent the total minimum
     rental payments allocated to the current period on a straight-line basis
     are less than the cash payments required.

                                       F-10
<Page>
                             On-Site Sourcing, Inc.

                          NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following disclosure of the estimated fair value of financial
     instruments is made in accordance with the requirements of SFAS No. 107,
     "Disclosure about Fair Value of Financial Instruments." The estimated fair
     value amounts have been determined using available market information,
     assumptions and valuation methodologies.

     SUBSCRIPTION RECEIVABLE AND NOTES RECEIVABLE

     Management believes that it is not practicable to estimate the fair value
     of notes because notes with similar characteristics are not available from
     the Company.

     LINE OF CREDIT AND LONG-TERM DEBT

     The carrying amounts approximate fair value.

     IMPAIRMENT OF LONG-LIVED ASSETS

     The Company complies with SFAS No. 121, "Accounting for the Impairment of
     Long-Lived Assets to be Disposed Of." SFAS No. 121 requires that long-lived
     assets and certain identifiable intangibles held and used by an entity be
     reviewed for impairment whenever changes in circumstances indicate that the
     carrying amount of an asset may not be recoverable. To determine
     recoverability of its long-lived assets, the Company evaluates the
     probability that future undiscounted net cash flows will be less than the
     carrying amounts of net assets. Impairment, if any, is measured at fair
     value.

     CONCENTRATION OF CREDIT RISK

     Financial instruments, which potentially subject the Company to a
     concentration of credit risk, principally consist of trade accounts
     receivable. Credit risk with respect to trade receivables is also limited
     because the Company deals with a large number of customers in a wide
     geographic area.

     INTEREST RATE SWAP AGREEMENT

     The Company has entered into an interest rate swap agreement to reduce the
     impact of changes in interest rates on its floating rate long-term debt. At
     December 31, 2001, the Company had an outstanding interest rate swap
     agreement with a commercial bank, having a total notional amount of
     $5,800,000. The interest rate swap agreement matures at the time the
     related note matures. The agreement effectively changes the Company's
     interest rate exposure on a $5,800,000 promissory note at a fixed rate of
     9.48%. The Company is exposed to credit loss in the event of nonperformance
     by the other parties to the interest rate swap agreements. However, the
     Company does not anticipate nonperformance by counterparties.

     RECLASSIFICATIONS

     Certain prior year balances have been reclassified to conform to the 2001
     presentation.

                                       F-11
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

3.   COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

     ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following at December 31, 2001 and 2000:

<Table>
<Caption>
                                                                    2001                    2000
                                                           --------------------    -------------------
         <S>                                               <C>                     <C>
         Trade receivables                                 $       8,452,657       $      10,201,371
         Allowance for uncollectible accounts                       (349,278)               (439,278)
                                                           --------------------    -------------------
                                                           $       8,103,379       $       9,762,093
                                                           ====================    ===================
</Table>

     OTHER ASSETS

     Other assets consist of the following at December 31, 2001 and 2000:

<Table>
<Caption>

                                                                    2001                    2000
                                                           --------------------    -------------------
         <S>                                               <C>                     <C>
         Deposits                                          $          128,535      $         110,286
         Employee advances                                             38,723                 53,137
                                                           --------------------    -------------------
                                                           $          167,258      $         163,423
                                                           ====================    ===================
</Table>

     PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at December 31, 2001 and
2000:

<Table>
<Caption>
                                                                     2001                   2000
                                                           --------------------    -------------------
         <S>                                               <C>                     <C>
         Land                                              $        4,562,066      $       4,562,066
         Building                                                   2,979,296              2,916,730
         Copiers                                                    4,537,977              4,547,690
         Computers, equipment and other                             8,101,224              7,225,951
         Vehicles                                                     485,001                476,489
                                                           --------------------    -------------------
                                                                  20,665,564              19,728,926
         Accumulated depreciation                                 (5,731,795)             (4,704,900)
                                                           --------------------    -------------------
                                                           $      14,933,769       $      15,024,026
                                                           ====================    ===================
</Table>

     Depreciation expense charged to operations was $2,102,165, $1,529,836, and
     $1,057,820 for the years ended December 31, 2001, 2000 and 1999,
     respectively.

                                       F-12
<Page>

                             On-Site Sourcing, Inc.

                          NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

3.   COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

     ACCRUED AND OTHER LIABILITIES

     Accrued and other liabilities consist of the following at December 31, 2001
     and 2000:

<Table>
<Caption>
                                                                            2001                   2000
                                                                      -----------------      -----------------
     <S>                                                              <C>                    <C>
     Accrued salaries, commissions, taxes and fringe benefits         $        462,103       $        496,684
     Accrued sales tax payable                                                 136,855                123,584
     Other accrued liabilities                                                 140,014                233,718
                                                                      -----------------      -----------------

                                                                      $        738,972       $        853,986
                                                                      =================      =================
</Table>

4.   SEGMENT INFORMATION

     The Company's reportable segments are strategic business units that offer
     different products and services. The Company has four reportable segments:
     imaging, reprographics, digital printing and facilities management
     services. Imaging services include coding, scanning and blowbacking.
     Reprographic services include copying, binding, labeling, collating and
     indexing materials. Facilities management services include on-premises
     management of the customer's support services, including mailroom
     operations, facsimile transmission, records and supply room management and
     copying services. Digital printing services include black and white and
     color digital production, graphic design, mailing, special finishing,
     storage, fulfillment and delivery services. Other operating segments
     primarily include information technology in 1999. During 1999, the company
     sold the information technology business segment (note 13).

     The accounting policies of the segments are the same as those described in
     the summary of significant accounting policies (note 2). The Company
     evaluates performance based on profit and loss from operations before
     income taxes and does not review information regarding the allocation of
     assets to each segment. In addition, corporate administrative costs are not
     allocated to each segment. There are no intersegment sales or transfers.

     Revenue and profit by reportable segment for the years ended December 31,
     2001, 2000 and 1999 are as follows:

<Table>
<Caption>
                                  Repographic services                      Facilities management services
                        -----------------------------------------     -----------------------------------------
                              2001         2000          1999               2001           2000        1999
                        ------------- ------------- -------------     -------------  ------------- ------------
     <S>                <C>           <C>           <C>               <C>            <C>           <C>
     Revenue            $  22,572,613 $  21,111,105 $  20,250,011     $   2,556,858  $   3,039,566 $  3,222,480

     Segment profit     $   4,545,666 $   1,217,977 $   2,873,962     $     183,478  $     411,607 $    685,706
</Table>

                                       F-13
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

4.   SEGMENT INFORMATION (Continued)

<Table>
<Caption>
                                     Imaging services                              Digital printing
                        ---------------------------------------       -----------------------------------------
                              2001          2000         1999              2001          2000          1999
                        ------------- ------------- -----------       -------------  ------------- ------------
     <S>                <C>           <C>           <C>               <C>            <C>           <C>
     Revenue            $  11,371,985 $   9,486,070 $ 2,219,759       $   2,958,697  $   1,853,170 $          -

     Segment profit
     (loss)             $   3,326,065 $   4,355,535 $   599,959       $   (734,486)  $   (419,567) $          -
</Table>

     A reconciliation of segment revenue and profit (loss) to total revenue and
earnings from operations is as follows:

<Table>
<Caption>

                                                                2001               2000               1999
                                                          -----------------  -----------------  -----------------
     <S>                                                  <C>                <C>                <C>
     Revenue
        Total revenue for reportable segments             $     39,460,153   $     35,489,911   $     25,692,250
        Other revenue                                                    -                  -            978,653
                                                          -----------------  -----------------  -----------------

            Total revenue                                 $     39,460,153   $     35,489,911   $     26,670,903
                                                          =================  =================  =================

     Profit or loss
        Total profit for reportable segments              $      7,320,723   $      5,565,552   $      4,159,627
        Other loss                                              (3,788,982)        (3,177,127)        (3,303,846)
                                                          -----------------  -----------------  -----------------

            Income from operations                        $      3,531,741   $      2,388,425   $        855,781
                                                          =================  =================  =================
</Table>

5.   LINE OF CREDIT

     At December 31, 2001, the Company has available a working capital line of
     credit with a financial institution in the amount of $7,000,000. The
     working capital line of credit is collateralized by accounts receivable and
     certain equipment as described in the agreement. The working capital line
     of credit expires May 31, 2002 and is subject to certain financial
     covenants, including minimum tangible net worth requirements. The line of
     credit bears interest at the bank's prime rate or the 30-day LIBOR rate
     plus 2.25% (4.12% at December 31, 2001).

                                       F-14
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

6.   LONG-TERM DEBT

     Long-term debt is as follows:

<Table>
<Caption>
                                                                                      2001                2000
                                                                                 ----------------     ----------------
     <S>                                                                         <C>                  <C>
     Equipment  notes,  at  8.75%  -  9.02%,  collateralized  by  equipment,
     payable  in monthly  installments  of $5,594 - $22,916  plus  interest,
     maturing in 2001 through 2002.                                              $        45,596      $       269,230

     Vehicle notes, at 4.9% - 9.7%,  collateralized by vehicles,  payable in
     monthly installments of $425 - $1,272 plus interest, maturing in 2001.                    -               64,707

     Loan assumed in connection with an acquisition (see note 1) at 10%
     collateralized by certain equipment, payable in equal monthly
     principal and interest installments of $6,183, repaid in 2001.                            -               91,509

     Loan assumed in connection with the acquisition of certain assets (see note
     1) at 9.5%, payable in equal monthly principal and interest
     installments of $9,966, matured January 2001.                                             -                9,874

     Loan made in connection with the acquisition of certain assets (see note 1)
     noninterest bearing, payable in two annual payments, maturing
     September 2002.                                                                     233,333              476,666

     Term note in the original amount of $1,780,300, at LIBOR plus 2.5% (4.37% at
     December 31, 2001), payable in monthly principal
     installments of $29,672 plus interest maturing in July 2006.                      1,632,240                    -

     Equipment note at 10.14%, collateralized by certain assets, payable in
     equal monthly installments of $31,250 plus interest, maturing on
     June 2003.                                                                          562,500              937,500

     Equipment notes of 9.98% - 10.25%, collateralized by certain equipment,
     payable in monthly principal and interest installments of
     $8,108 - $20,118, repaid in 2001.                                                         -            1,641,733
</Table>

                                       F-15
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

6.   LONG-TERM DEBT (Continued)

<Table>
<Caption>
                                                                                     2001                2000
                                                                                -----------------     ----------------
    <S>                                                                         <C>                   <C>
     Promissory note at 9.48%, subject to an interest rate swap agreement,
     collateralized by the land and building, (see note 14) payable in monthly
     installments of principal plus interest maturing in November
     2007 with a balloon payment due at maturity.                                      5,610,761            5,785,325

     Capital lease obligations (see note 7)                                              260,760              222,450
                                                                                 ----------------     ----------------
                                                                                       8,345,190            9,498,994

     Less current maturities included in current liabilities                          (1,314,396)          (1,401,184)
                                                                                -----------------     ----------------
                                                                                $      7,030,794      $     8,097,810
                                                                                =================    =================
</Table>

     Aggregate maturates of long-term debt for the five years following December
     31, 2001 and thereafter is as follows:

<Table>
           <S>                                      <C>
           Year ending December 31, 2002            $       1,314,396
                                    2003                      853,194
                                    2004                      588,125
                                    2005                      591,183
                                    2006                      468,168
                              Thereafter                    4,530,124
                                                    -----------------

                                                    $       8,345,190
                                                    =================
</Table>

7.   LEASES

     The Company leases its office facilities, copiers and office equipment
     under various operating and capital leases. Lease terms range from one to
     approximately six years.

                                       F-16
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

7.   LEASES (Continued)

     Minimum annual rental and lease commitments for leases with a remaining
     term of one year or more at December 31, 2001, are as follows:

<Table>
<Caption>
     Year ending December 31,                                              Capital leases     Operating leases
     ------------------------------------------------------------------- ----------------   ------------------
     <S>                                                                 <C>                <C>
     2002                                                                $        153,253   $        1,828,002
     2003                                                                         119,688            1,515,438
     2004                                                                          15,980            1,307,992
     2005                                                                               -              827,617
     2006                                                                               -              592,909
     Thereafter                                                                         -              750,724
                                                                         ----------------   ------------------

     Total minimum lease payments                                                 288,921   $        6,822,682
                                                                                            ==================

     Less:  interest                                                               28,161
                                                                         ----------------

     Present value of net minimum lease payments                         $        260,760
                                                                         ================
</Table>

     Fixed assets recorded under capital leases as of December 31, 2001 and 2000
     total approximately $495,000 and $659,000, respectively, representing
     reprographic machines, and computer equipment. Interest expense on the
     outstanding obligations under capital leases was approximately $37,227,
     $33,444 and $45,717 for the years ended December 31, 2001, 2000 and 1999,
     respectively.

     Rent expense was $2,586,971, $2,512,366 and $2,243,190 for the years ended
     December 31, 2001, 2000 and 1999, respectively.

8.   RELATED PARTY TRANSACTIONS

     In March 1996, the Company loaned $89,900 to a former officer/director. The
     loan bore interest at 6% per year. The balance of $50,400 was paid during
     2001.

9.   COMMITMENTS AND CONTINGENCIES

     The Company has entered into employment agreements with its officers and
     certain employees. The agreements provide for base salaries, contingent
     incentive compensation based on achievement of certain sales and other
     goals, noncompete and nondisclosure restrictions and, in certain cases,
     stock options which vest over a period of time. The agreements are
     terminable at the discretion of the Company.

                                       F-17
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

10.  INCENTIVE STOCK OPTION PLAN

     The Company adopted an incentive stock option plan for 2001, 1998, 1997,
     1996 and 1995 under which a pool of 153,500, 417,048, 477,862, 242,000 and
     365,800 shares, respectively, has been reserved. The plan is administered
     and terms of option grants are established by the Board of Directors. Under
     the terms of the plan, options may be granted to the Company's employees to
     purchase shares of common stock. Options become exercisable ratably over a
     vesting period as determined by the Board of Directors, and expire over
     terms not exceeding 10 years from the date of grant, three months after
     termination of employment, or one year after the death or permanent
     disability of the employee. The Board of Directors determines the option
     price (not less than fair market value) at the date of grant.

     The Company applied APB Opinion No. 25 and related Interpretations in
     accounting for its plans. Had compensation cost been determined in
     accordance with FASB No. 123, the Company's net income and net income per
     share would have been the proforma amounts indicated below:

<Table>
<Caption>
                                                            2001                  2000                  1999
                                                     -------------------  -------------------   -------------------
     <S>                                             <C>                  <C>                      <C>
     Net income:
         As reported                                 $         1,295,060  $           942,413      $       789,939
         Proforma                                              1,224,312              707,573              634,985

     Net income per common share - Basic:
         As reported                                                 .25                  .19                 .16
         Proforma                                                    .24                  .15                 .13

     Net income per common share - Diluted:
         As reported                                                 .24                  .18                 .16
         Proforma                                                    .23                  .13                 .13
</Table>

     All options granted during the years ended December 31, 2001, 2000 and 1999
     were issued pursuant to the incentive stock option plans. The fair value of
     each option grant under the plan is estimated on the date of grant using
     the Black-Scholes option-pricing model. The following weighted-average
     assumptions for 2001, 2000 and 1999, respectively, were used: expected
     dividend yields of 0.0%, 0.0% and 0.0%, expected volatility rates of 75%,
     75% and 72%, risk-free rates of 5.7%, 5.7% and 4.6%, respectively, and
     expected lives of 1 to 4 years.

     At December 31, 2001, 2000 and 1999, the Company had outstanding options to
     sell 637,800, 625,600 and 469,825 shares, respectively, of common stock to
     officers and directors at exercise prices ranging from $1.13 to $4.25 per
     share. The options expire through 2011.

                                       F-18
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

10.  INCENTIVE STOCK OPTION PLAN (Continued)

     During 2001, 2000 and 1999, the Company granted options for 509,500,
     936,500 and 161,000 shares of common stock, respectively, at exercise
     prices ranging from $1.31 to $4.625 per share, respectively. The grant
     price per share was equal or greater than the market price at the date of
     grant. As of December 31, 2001, 2000 and 1999, options for 1,243,046,
     422,757 and 795,442 of the shares are vested with the remainder scheduled
     to vest through February 2005 and October 2004, respectively. The options
     expire through 2011.

     The following depicts activity in the plan for three years ended December
     31, 2001:

<Table>
<Caption>
                                                              Options outstanding

                                                                      Per share
                                                  Shares           exercise prices
                                              ---------------      ---------------
           <S>                                    <C>              <C>
           Outstanding, December 31, 1998         1,675,360        $    1.10-3.00
               Options granted                      161,000             1.38-1.88
               Options exercised                     27,000                  1.39
               Options expired                      630,402             1.11-3.44
                                              ---------------      --------------
           Outstanding, December 31, 1999         1,178,958             1.10-3.44
               Options granted                      936,500            1.75-4.625
               Options exercised                    205,546            1.11-3.250
               Options expired                      194,844            2.25-4.625
                                              ---------------      --------------
           Outstanding, December 31, 2000         1,715,068            1.10-4.625
               Options granted                      509,500             1.31-2.45
               Options exercised                    197,044            1.13-2.125
               Options expired                      525,453            1.75-4.625
                                              ---------------      --------------
           Outstanding, December 31, 2001         1,502,071        $   1.10-4.625
                                               ==============      ==============
</Table>

                                       F-19
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

11.  INCOME TAXES

     The amounts and sources of the provision for current and deferred income
     tax expense (benefit) were as follows for the year ended December 31,:

<Table>
<Caption>
                                                             2001                 2000                1999
                                                      -------------------- ------------------- -------------------
<S>                                                   <C>                  <C>                 <C>
FEDERAL
    Current                                           $        927,258     $        366,752    $              -
    Deferred                                                  (237,735)             256,767             157,113
                                                      -------------------- ------------------- -------------------
                                                               689,523              623,519             157,113
                                                      -------------------- ------------------- -------------------
STATE
    Current                                                    314,820              216,800                   -
    Deferred                                                   (53,875)              81,703              31,887
                                                      -------------------- ------------------- -------------------
                                                               260,475              298,503              31,887
                                                      -------------------- ------------------- -------------------
Total provision for income taxes                      $        950,468     $        922,022    $        189,000
                                                      ==================== =================== ===================
</Table>

     Deferred income taxes reflect the net tax effects of temporary differences
     between carrying amounts of assets and liabilities for financial reporting
     purposes. Components of the Company's deferred tax liability (benefit) are
     as follows:

<Table>
<Caption>
                                                                 2001               2000
                                                           ------------------ ------------------
        <S>                                                <C>                <C>
        Excess of tax over financial accounting
         depreciation                                      $        367,493   $        485,844
        Cash to accrual adjustment                                        -            330,564
        Other                                                        65,458            (91,847)
                                                           ------------------ ------------------
                                                           $        432,951   $        724,561
                                                           ================== ==================

</Table>

     Beginning in 1998, the Company was required to report on the accrual basis
     for federal and state income tax purposes. In accordance with Internal
     Revenue Service Code, the amount of income tax due resulting from the
     conversion from cash to accrual is payable over 4 years.

                                       F-20
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

12.  EMPLOYEE BENEFIT PLAN

     The Company sponsors a plan to provide retirement benefits under the
     provision of Section 401(k) of the Internal Revenue Code (the 401(k) Plan)
     for all employees who have completed one year of service and have reached
     their 21st birthday. Company contributions may range from 0% to 100% of
     employee contributions. Employees may elect to contribute up to 25% of
     their eligible compensation on a pretax basis. Benefits under the 401(k)
     Plan are limited to the assets of the 401(k) Plan. During the years ended
     December 31, 2001, 2000 and 1999, respectively, the Company made no
     contributions to the 401(k) Plan.

13.  SALE OF INFORMATION TECHNOLOGY DIVISION

     On September 30, 1999, the Company entered into a purchase and sale
     agreement with a former stockholder and employee to sell the rights and
     contracts to provide certain information technology services to customers
     previously serviced by the Company's Information Technology Division. The
     sale price, in the amount of $270,000, was financed by a note agreement
     between the Company and former shareholder. The note accrues interest at 8%
     per annum, is payable in interest only installments through September 2000
     and in principal and interest installments until maturity in September
     2002. At December 31, 2001 and 2000, $151,580 and $249,108 remains payable
     to the Company, respectively.

     In connection with the sale, the Company entered into an additional note
     agreement with the former shareholder in the amount of $50,000. The note
     accrued interest at 8% per annum. The note was paid during 2000.

14.  PURCHASE OF PROPERTY

     On November 16, 2000, the Company acquired the option to purchase certain
     property consisting of land and buildings for use as its corporate
     headquarters and as an operating facility. As consideration, the Company
     agreed to pay $1,995,000 for the assignment of the option and $5,505,000 to
     exercise the option and purchase the property. In connection with the
     purchase, the Company entered into a note agreement with a bank in the
     amount of $5,800,000 (see note 6).

15.  MERGER AGREEMENT

     In July 2000, the Company entered into a definitive merger agreement with
     U.S. Technologies Inc. ("U.S. Technologies") pursuant to which U.S.
     Technologies will acquire the Company. Under the terms of the agreement,
     stockholders of the Company would receive, at their election, U.S.
     Technologies' stock, cash, or a combination of stock and cash (subject to
     proration due to the cash limitation and adjustment formula as prescribed
     in the agreement) in exchange for their shares.

     Closing was subject to certain conditions including shareholder approval
     and Securities and Exchange Commission ("SEC") registration of the
     securities to be issued in the merger. The merger agreement expired on
     March 31, 2001. On April 2, 2001, the Company exercised its option to
     terminate the merger agreement. In connection with the merger the Company
     incurred $330,807 of merger related costs during 2000, which were expensed
     in the fourth quarter of 2000.

                                       F-21
<Page>

                             On-Site Sourcing, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                        December 31, 2001, 2000 and 1999

16.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<Table>
<Caption>
          2001                  First                 Second                Third                 Fourth
------------------------- -------------------  ---------------------  -------------------   -------------------
<S>                        <C>                    <C>                  <C>                     <C>
Revenue                    $  9,449,649           $    10,332,382      $   10,609,923          $   9,068,199

Gross profit                  3,086,684                 3,678,731           3,646,182              2,766,393

Net income                      242,180                   420,233             410,182                222,465

Basic:                              .05                       .09                 .08                    .04

Diluted:                            .05                       .08                 .08                    .04

<Caption>
          2000                  First                 Second                Third                 Fourth
------------------------- -------------------  ---------------------  -------------------   -------------------
<S>                        <C>                    <C>                  <C>                     <C>
Revenue                    $  9,772,365           $     8,681,120      $    7,967,584          $   9,068,842

Gross profit                  3,772,760                 2,887,778           1,937,262              2,434,620

Net income (loss)               984,920                   446,040              40,408               (528,955)

Basic:                              .20                       .09                 .01                   (.11)

Diluted:                            .19                       .08                 .01                   (.11)
</Table>

                                       F-22
<Page>

                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT NUMBER             DESCRIPTION OF DOCUMENT
--------------             -----------------------
<S>                  <C>
3.01 (1)             Certificate of Incorporation of On-Site Sourcing, Inc.

3.02 (1)             Restated By-Laws of On-Site Sourcing, Inc.

4.01 (1)             Form of Common Stock Certificate

4.02 (1)             On-Site Sourcing's Certificate of Incorporation is
                     ncorporated by reference to Exhibit 3.01.

4.03 (1)             On-Site Sourcing's Restated Bylaws are incorporated by
                     reference to Exhibit 3.02.

10.01 (1)            Employment Agreement with Christopher Weiler dated
                     January 8, 1998

10.02 (2)            Lease agreement dated July 17, 1996, with 443
                     Company/William Real Estate Co., Inc. for New York,
                     New York office

10.03 (3)            Lease agreement dated March 4,1998, with Miller Properties
                     for storage in Baltimore, Maryland

10.04 (4)            Modification to lease agreement dated June 8, 1998, with
                     Williams Real Estate for New York, New York office.

10.05 (4)            1998 Stock Option Plan

10.06 (4)            Employment Agreement with Arne Christensen dated July 1,
                     1998

10.07 (5)            Purchase Agreement for Alexandria, Virginia property dated
                     November 15, 2000

10.08 (5)            Mortgage agreement with First Union for Alexandria,
                     Virginia property dated November 15, 2000

10.09 (5)            Lease agreement dated April 27,2000, with Laytonsville
                     Partnership for Gaithersburg, Maryland office

10.10 (5)            Lease agreement dated September 25, 2000, with L.A. Avenue
                     of the Arts for Philadelphia, Pennsylvania office

10.11 (5)            Lease agreement dated March 1, 2000, with Chattahouchee
                     Warehouses LLC for Atlanta, Georgia office

10.12 (5)            Lease agreement dated April 1,2000, with GA-Met for
                     Atlanta, Georgia office

10.13 (6)            2001 Broad Based Option Plan

10.14*               Lease Agreement dated August 31, 2001, with AU Park Lane
                     LLC for  Tempe, Arizona office
</Table>

<Page>

<Table>
<S>                  <C>
10.15*               Lease Agreement dated January 16, 2002, with 40 Exchange
                     Place Corp. for New York, New York office

10.16*               Employment agreement with Brian Leydet, Sr. dated
                     September 25, 2001

10.17*               Amended and Restated Revolving Line of Credit Loan
                     Agreement, Term Loans Agreement and Security Agreement
                     dated May 30, 2001, with First Union National Bank

10.18*               First Modification of Amended and Restated Revolving Line
                     of Credit Loan Agreement, Term Loans Agreement and Security
                     Agreement dated July 2, 2001, with First Union National
                     Bank

23.1*                Consent of Reznick Fedder & Silverman P.C.
</Table>

----------

(1)      Incorporated by reference to the Company's Registration
         Statement on Form SB-2, file No. 333-3544.

(2)      Incorporated by reference to the Company's Annual Report on
         Form 10-KSB for the year ended December 31, 1996

(3)      Incorporated by reference to the Company's Annual Report on
         Form 10-KSB for the year ended December 31, 1997

(4)      Incorporated by reference to the Company's Annual Report on
         Form 10-KSB for the year ended December 31, 1998

(5)      Incorporated by reference to the Company's Annual Report on
         Form 10-K for the year ended December 31, 2000

(6)      Incorporated by reference to the Company's Quarterly Report
         on Form 10-Q for the period ended June 30, 2001

* Filed herewith. All other exhibits have been previously filed as indicated.