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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
                           Commission File No.00-24055
                            DA CONSULTING GROUP, INC.
               (Exact name of registrant as specified in charter)

             TEXAS                                    76-0418488
  (State or other jurisdiction                 (IRS employer incorporation
        of organization)                           identification No.)

      5847 SAN FELIPE, SUITE 1100
             HOUSTON, TEXAS                              77057
  (Address of principal executive office)              (Zip Code)


      Registrant's telephone number, including area code:   (713) 361-3000

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

           Securities Registered Pursuant to Section 12(g) of the Act:

                                 Title of Class:
                                 ---------------
                     COMMON STOCK, PAR VALUE $.01 PER SHARE

     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
Registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.
Yes  X  No
    ---    ---

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  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  [ ].

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) [ ].

     Aggregate  market  value  of  voting  and  non-voting common equity held by
non-affiliates,  computed  by  reference to the price at which the common equity
was last sold as reported by the NASDAQ National Market as of June 28, 2002, the
last  business  day  of  the  registrant's most recently completed second fiscal
quarter:  $1,597,942.

Number  of  shares  of  common  stock, no par value, outstanding as of March 28,
2003:  8,418,604.


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<PAGE>
<TABLE>
<CAPTION>
                                      DA CONSULTING GROUP, INC.
                                              FORM 10-K

                                          TABLE OF CONTENTS

<S>         <C>                                                                                    <C>
                                               PART I
Item 1.     Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
Item 2.     Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
Item 3.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
Item 4.     Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . .   15

                                              PART II
Item 5.     Market for the Registrant's Common Equity and Related Stockholder Matters. . . . . .   15
Item 6.     Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations  17
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . .   25
Item 8.     Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . .   25
Item 9.     Changes in and Disagreements With Accountants on Accounting and Financial Disclosure   25

                                             PART III
Item 10.    Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . .   25
Item 11.    Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
Item 12.    Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . .   29
Item 13.    Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . .   31
Item 14.    Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
PART IV
Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K . . . . . . . . . .   32

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
</TABLE>


                                  Page 2 of 59
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                                     PART I

ITEM  1.  BUSINESS

     DA  Consulting Group, Inc. ("DACG" or "the Company") is a global consulting
firm  specializing  in  learning solutions, employee education, business process
mapping,  business process  improvement, and support for effective change.  From
its  offices  in  America,  Canada,  the  UK,  France,  Germany,  Singapore  and
Australia,  DACG  enables  clients to use technology and improve productivity by
managing  and  changing  what  their  employees  know.

     DACG's core business is:

     Process documentation and business process mapping
     Business process improvement
     Training for system implementations
     Change communication
     Organizational learning solutions
     Employee performance support
     E-learning within an organization

MANAGEMENT OF DACG

     Significant changes in the management of DACG took place in August 2001.
The officers of the Company are:

     Chairman                   Dr. B K Prasad
     President & CEO            Virginia L. (Val) Pierpont
     Chief Financial Officer    Dennis Fairchild
     Chief Operating Officer    Malcolm Wright

     The  Company  was  founded  in  1984 in Houston, Texas by Val Pierpont, who
resumed the CEO role in August 2001.  Offering documentation services to the oil
and gas industry, it participated in the early implementations of ERP systems in
that  sector.  End-user  training  was a natural extension of its core expertise
and  was  added to the Company's portfolio in 1989.  DACG was well positioned to
take  advantage  of the demand for ERP expertise when that market emerged in the
l990's.  In  particular,  there  was  strong  demand  for  its  services  in SAP
implementations.  The  new  systems  were as demanding as they were powerful and
DACG created a specialist niche for itself in customized documentation, training
and  change  communication  in  the  Global  2000  market.

     The  decade  from  1988  through 1998 was marked by explosive growth in the
Company.  In the five years from 1993 to 1998 the average rate of growth was 80%
per  annum.  DACG  developed  several  proprietary  tools  in  this period which
captured  its knowledge and expertise.  Today these continue to help the Company
deliver  consistently  high standards of work at significant savings in time and
cost  including  the  following:

     DA  Passport,  a  contact  sensitive  employee  performance  support system
     DA  Learning  Center,  a web-enabled repository for all components of
     corporate learning
     DA  Cornerstone,  proprietary  methodology
     DA  Foundation,  proprietary  content  and  reference  materials
     DA  Reporter,  a  tool  for  measuring  training  effectiveness.

     DACG  is continuing its work with Customer Relationship Management systems,
in  particular,  Siebel, Vantive and SAP. The Company also does significant work
in  the  Public  Sector.

MARKET

     DACG participates in three marketplaces - education, software support tools
and  documentation  and  training for ERP (enterprise resource planning) and CRM
(customer relationship management) systems.  There are many service providers in
the  education and end-user support markets.  The providers who compete directly
with  DACG  include software developers, computer training companies, consulting
firms  and  e-learning  companies.  There  is  also  competition  from  large
international  system  integrators  and  technology vendors who provide end-user
support  programs  with  their  proprietary  software.


                                  Page 3 of 59
<PAGE>
     DACG's  ability  to  increase  revenues  in  the  ERP  and CRM training and
documentation  markets  is  dependent  upon the license sales of the ERP and CRM
software.  The  Company  believes  the  turndown  in  the ERP marketplace in the
second  half  of 1999 through the first half of 2000 was caused by the diversion
of customers' resources to Y2K compliance.  This had a decidedly negative impact
on  the  demand  for  DACG's  services.  The  current trend in the ERP market is
towards  system  upgrades  which  incorporate  internet capability, linking back
office  functions with the front office and the extended enterprise.  In Europe,
growth  in the ERP market has been partially driven by the need for companies to
comply  with  European  Union  regulations.

     Most of DACG's current revenue is earned in upgrades to ERP systems and new
implementations  of  CRM  systems.  There  is  also steady growth in the sale of
DACG's  proprietary  EPSS  (electronic performance support systems) and computer
based  training  systems.

     New  market  opportunities  for the Company will come with the expansion of
e-Learning.  A significant investment by DACG in e-Learning software was made in
2000  and 2001 building a proprietary software system called Dynamic IQ.  It led
to  the  development  of  two  new  software  tools,  The Learning Center and DA
Reporter.  Both  of  these  have  been  well  received by the market and provide
excellent  value  in  generating  new  customer  relationships as well as useful
revenues.  Dynamic  IQ  itself  is  currently  for  sale.

BUSINESS STRATEGY

     DACG's mission is to support Global 2000 customers who seek to improve what
their  employees  do  by  managing  and  changing  what  their  employees  know.

     DACG  will  continue  its  efforts  to  grow  a strong and healthy business
offering  its  core  expertise  to  the Global 2000.  It will continue to be the
leader  in its niche by respecting and nurturing relationships with its clients.
New developments and new markets will be pursued if they are a natural extension
of our core skills and offer a good return on investment.   DACG management will
focus  on cash profits as a measure of its success as custodian of the business,
and  will  at  all  times protect the interests of both the shareholders and the
stakeholders  in  the  Company.

     New  initiatives  for  the  Company  are  the  Global  Account  Program and
Strategic  Alliances  and Partnerships.  Both of these are driven by an interest
in  looking  after  our  clients  as  completely  as  possible.  DACG management
believes  a prosperous future for the Company can only be secured by linking its
goals  to  the  best  interests  of  its clients.  Therefore, these programs are
important  vehicles  for  growth  in  the future.  The Company has announced the
following  alliances  and  partnerships  with AXON, Global Knowledge and X-Help.

Maintain Independence and Leverage Existing Client Relationships

     The  Company  provides  its consulting and software services independent of
the  ERP,  CRM  and  e-Learning  solutions  providers.  The Company provides its
customers  with  solutions that are best suited to their environment, budget and
technical  preferences.

     Since  1984  ,  DACG  has  provided services to more than 720 of the global
Fortune  2000  companies.  DACG's  strategy  is  to  continue  to  develop these
relationships,  particularly  as  they  seek  to  become  continuous  learning
organizations.  Relationships with these companies have been an important source
of  business  leads  and  referrals.  During  2002,  approximately 76% of DACG's
business  came  from  previous or existing customers.  The Company believes that
its  brand  recognition  and  reputation  are important assets in its market and
differentiate  it  from  its  e-Learning  competitors.

Diversify  into  e-Learning

     The  lessons learned in 2001 taught us  that the market is not receptive to
full scale Learning Management Systems (LMS).  While everyone can appreciate the
benefit  of  LMS, very few are willing to inflict on their business the cost and
disruption  that  an  LMS  implementation  entails.

     DACG  has  found  ready  acceptance  for  The  Learning Center, its on-line
repository  for  learning  and  support content which sells at a fraction of the
cost  of  a  full  scale  LMS.  The  Learning  Center  is simple and painless to
install;  it  uses  content that DACG has already developed over the course of a
project.  It  differs  from an LMS in that it only affects employees who will be
end-users.  In  the  course  of  a  typical project, DACG will have already done
significant  work  in  Change  Management  for  these  people,  and  that can be
re-cycled  into  The  Learning  Center.


                                  Page 4 of 59
<PAGE>
     The  Company  expects  to see continued growth in its software tool market,
both  its  own  and  those  of  its  Alliance  Partners.

PRODUCTS  AND  SERVICES

     The  Company  delivers  employee  support  solutions designed to secure the
return  on  information  technology  investments  of  its clients that take into
account  an  organization's  individual  needs, resources, and requirements. New
technology  has a significant impact on the business processes of a corporation.
Managing  a  smooth  transition  during  the implementation of a new system, and
providing  support  for  end  users  in  the  future  is  essential.

     DACG  reviews  the  procedures and tasks that client employees will need to
learn  once  the  new system is in place and incorporates them into the end-user
support.

     DA Passport provides on-line context sensitive end-user support, customized
to  individual  jobs.

     DACG's proprietary methodology, DA Cornerstone(TM) supports all the project
work  undertaken  by  the  Company.

Learning  and  Change  Management

     Change  management  is  another  DACG  deliverable.  Companies transforming
themselves  into  continuously  learning organizations commit themselves to long
term  change.  Clients'  employees are affected by this change, seeing it on the
desktop  in new software and in day-to-day business activities in new procedures
and  policies.  A  first  step in managing this change is establishing executive
management  support. However, the real key to successful cultural transformation
is  eliciting  the  support  of  employees, as well as those within the extended
enterprise,  such  as  customers  and  suppliers.  Effective  utilization of new
technology  is  critical  to  the  success  of the learning organization. Common
change  management  deliverables  provided  by  the  Company  include  kick-off
meetings,  speeches,  facilitated  collaborative  work  groups,  multimedia
presentations,  video  presentations,  and  newsletters.  These deliverables, in
addition  to  providing  critical  information,  help to ensure a successful and
ongoing  cultural  transformation.

Education

     The Company develops educational programs customized to individual client's
needs,  taking into account the client's infrastructure and resources, the scope
of  the  client's  information  technology  system,  language  and  cultural
requirements.  In order to influence the way an employee works while getting the
best out of a new system, DACG develops training programs that focus on specific
end-user  job  responsibilities,  as well as the overall business processes that
impact  the  end-user.  DA  Foundation is a library of training content material
collected  over  the  years  that  the  Company  can draw on for these projects.

     The  Company  consults  with the client to determine the appropriate format
for  delivering  training  such  as  instructor-led  training,  computer-based
training,  and  e-Learning.  Most clients choose a combination of instructor led
and  on-line  training,  supported  by  DA  Passport  and  The  Learning  Center
post-implementation.

     Many  companies, particularly those with large and geographically dispersed
operations,  are  increasingly  seeking  ways  to use computer-based training to
decrease  costs  and  minimize employee time away from the job. DACG offers both
custom  and  off  the  shelf  computer-based  training  modules.

     DACG  offers  both  synchronous  and  asynchronous  capabilities  for
computer-based distance learning. Using Symposium software from Centra Software,
Inc.,  DACG  provides  synchronous  distance  learning,  where many students can
follow  a  single  event.  DACG  provides asynchronous distance learning through
custom  courses that allow students to work independently and at their own pace.
Both  of  these  methods  are  used  by companies with remote user audiences and
require  only  basic information technology infrastructures because they involve
distributing content by wide area networks (WAN), corporate intranets, and audio
conferencing  technology.  Typically  a  client  implementing  an  ERP system or
another new business technology will have the required infrastructure already in
place.  E-Learning  is effective in situations where travel, time away from work
and  cost  are  important.


                                  Page 5 of 59
<PAGE>
Performance  Support

     A  critical  component  of  the  Company's end-user support solution is the
documentation of business processes. DACG's documentation is designed to support
employees  during training and after implementation.  The best support should be
readily  accessed on-line without interrupting the task in hand because the real
cost  of  training  is the cost of time off the job.  Giving an end-user exactly
the information required to perform a specific procedure is crucial to getting a
return  on  investment  from  a  new  system.

     DACG  consultants work with each client to assess ongoing documentation and
performance  support  needs  of  the  particular audience of end users. Using DA
Foundation as a resource, the Company develops support content, creating clearly
defined  policies,  processes,  and procedures which the end user will follow in
the  future  in  conjunction  with  the  new  technology.

     More  sophisticated  performance  support  solutions  are delivered via the
client's  corporate  intranet.  Clients  are  offered  a choice of support media
according  to  need,  budget  and  time constraints.  Quick reference guides and
printed  documentation  in  hard  copy are used less often, but can be useful in
certain  circumstances.

     DA  Passport  is  the  Company's  electronic  performance  support  system
("EPSS").  It  provides  comprehensive  end-user support on-line at the desktop,
minimizing  interruptions to end users.  DA Passport is context sensitive, which
means  it  can  track the location of end-users in the client's ERP system.   It
provides  support  on  a  particular application in use at transactional or task
level.  DACG  can  link  system  tasks,  business  procedures,  training,  and
computer-based  training  files to ERP transactions using DA Passport technology
to  provide  sophisticated  support  to  end-users.

CLIENTS  AND  REPRESENTATIVE  ENGAGEMENTS

     The Company provides custom support solutions around the world to large and
mid-sized  companies,  many  of  which have information intensive, multinational
operations.  The  Company  has  provided  services  to  more  than  720 clients,
including  many  of  the  world's  leading  corporations  in  a  broad  range of
industries,  including  oil  and  gas,  information  technology, pharmaceutical,
chemicals,  utilities, telecommunications, consumer products, and manufacturing.

     The  Company's  ten  largest  clients,  in  the  aggregate,  accounted  for
approximately  55%  ,  61%  and 59% of its billed hour revenue in 2000, 2001 and
2002,  respectively.  One  client accounted for approximately 18% and 12% of the
Company's  revenue  in  2001  and  2002,  respectively. The possible loss of the
Company's  largest  customer, Unilever, would have a significant impact upon the
Company.  The following is a selection of DACG's 2002 clients and representative
engagements.

Unilever

     Unilever  is  one  of  the  largest consumer goods businesses in the world.
Unilever  operates  with  two  global  divisions:  Unilever  BestFoods whose top
performing  categories  are  Spreads,  Dressings and Leaf Tea, and include brand
names  such  as  Flora, Lipton and Knorr; Unilever Home and Personal Care, whose
broad  range  of  categories  includes  fabric  cleaning, deodorants, oral care,
household  cleaning,  and  hair  care  with  brand names such as Dove, Domestos,
Timotei  and  Persil.

     Each  of  these  divisions  is  implementing  and upgrading SAP and DACG is
providing  the  education  solution  for  both.  By  adopting common information
systems  and sharing best practices Unilever will achieve better cost-control as
well as visibility of costs.  All in all, Unilever intends that the introduction
of  common business practices and systems will support profitable growth for the
company.

     DACG  was  awarded  Gold  at  the 2002 IT Training Awards, for working with
Unilever  providing  education  solutions.  The  multilingual  project  included
delivery in seven different languages to countries across Europe and encompassed
cutting-edge  technology, change communications, innovative training and support
techniques,  and  strong  project  management.  DACG  developed  a  tailor-made
electronic  performance support solution using DA Learning Center, a web-enabled
flexible  learning  management  tool to deliver custom training programs to over
20,000  employees.  DACG  used  a  sophisticated context-sensitive end-user help
tool,  DA  Passport,  that  delivers customized business process and application
support  on demand to the employee's desktop.  The repository provides access to
role-based  business  processes,  mapped  by  DACG,  designed  to  increase user
productivity.

Diageo

     Diageo,  the  world's  leading  player  in the premium drinks industry, was
formed out of the 1997 merger of Guinness and GrandMet. The move amassed a large
number  of  premium  brands,  such  as  Guinness,  Smirnoff, Baileys and Johnnie
Walker.


                                  Page 6 of 59
<PAGE>
     DACG  was  contracted  by  Diageo  Business Services (DBS) in May 2001 as a
training  partner  to  develop an on-line learning solution, to support business
service centres within Europe and North America, as well as other business units
within  these  regions. DBS is responsible for creating effective global process
solutions  for  finance  and  HR  functions,  such  as  dealing  with customers,
suppliers and employees, paying bills and taking orders. The project encompasses
implementation  of  SAP 4.6, PeopleSoft 8.s and Concur (Travel and Entertainment
software).

     A  detailed  training needs analysis revealed that a new solution had to be
developed  to  manage  and  store  all  the  business  process documentation. DA
Learning  Centre  was  used  to  create  documentation from the system blueprint
facilitating  use  of  an  online  help  system  called  DA  Passport.  On  line
simulation  lessons  are  delivered  using  the web-enabled front end. Classroom
training is delivered from the same materials.  Competencies are checked by post
training  tests  and  role  playing business scenarios. The results are analyzed
using  DA  Reporter.  The  worldwide  program will be delivered to around 15,000
people  and each training implementation will be customized to suit the needs of
the  specific  individual  market.

GlaxoSmithKline

     GlaxoSmithKline  (GSK)  is  a  world  leading research-based pharmaceutical
company  in  four  major  therapeutic  areas  - anti-infectives, central nervous
system  (CNS), respiratory and gastro-intestinal/metabolic. In addition, it is a
leader in the important area of vaccines and has a growing portfolio of oncology
products.  GSK's  mission  is  to  improve the quality of human life by enabling
people  to  do  more,  feel better and live longer.  Headquartered in the UK and
with  operations  based  in  the US, the company is one of the industry leaders,
with  an  estimated  seven  per cent of the world's pharmaceutical market.   The
company  also  has  a  Consumer Healthcare portfolio comprising over-the-counter
(OTC)  medicines,  oral  care products and nutritional healthcare drinks, all of
which  are  among the market leaders.  GSK has over 100,000 employees worldwide.

     GlaxoSmithKline  realized  the  need  to  upgrade their enterprise resource
planning  system,  SAP,  and  turned  to  DACG  to  support  them  for  their
end-user-training program from SAP R/3 to version 4.6. DACG performed an initial
training  needs  analysis  and developed a targeted training concept, delivering
documentation  solutions  with  the  use  of  help  cards  and  bespoke training
workshops  aimed  at ensuring staff self sufficiency and a high knowledge of the
system.  DACG  also  produced  customized  courses,  reference-based  training,
workshops  and  technical  and  instructional  post  go-live  support.

Airservices Australia

     Airservices  Australia  is  a  government-owned  commercial  authority
responsible  for  the  provision  of  safe and environmentally sound air traffic
management,  and  related  services,  to the aviation industry in the Australian
Flight  Information  Region.  The  Australian Flight Information Region includes
Australia's  sovereign  airspace  as  well  as  international  airspace over the
Pacific  and Indian oceans, encompassing approximately 11 percent of the world's
airspace.  Airservices  Australia  provides  air  traffic management and related
services  such as, in route and terminal air traffic services; aeronautical data
services, tower services, aviation rescue and fire fighting services, design and
management  of airspace usage; and the management of the Australian national air
navigation  infrastructure.  Airservices  Australia  provides  services  to over
three  million  aircraft  movements  annually  at  600  sites  around Australia.

     Airservices  Australia  is undergoing an SAP implementation in Canberra and
Brisbane  focusing  on  essential business components which include, procurement
and  billing;  rostering and payroll; asset management and maintenance; customer
relationship  management;  and  executive  information systems.  Included in the
project will be the enhancement of the core SAP R/3 implementation with four key
SAP  Extended  Enterprise Solutions to include  Strategic Enterprise Management,
Business  Warehouse,  Enterprise  Buyer  Professional  and  SAP  Portals.

     DACG  was  selected  to  implement  a  comprehensive  Change Management and
Learning solution.  Phase I: Planning and Strategy of Change Management has been
completed  with  a  focus  turning  toward  Phase  II:  Transition of Management
activities.  These  include  change  sponsor  and  change  agent  management and
development,  communications,  and  regular  change  readiness  assessment.  The
Learning  solution  is  powered  by  DACG's Learning Centre, a portal to all the
training and support materials required by Airservices Australia.  The objective
is  to  complete  a  blended  learning  solution,  incorporating  SAPTutor  and
traditional  instructor-led  materials.

Chubb  PLC

     Chubb  is  a  leading  worldwide security services provider, differentiated
from  its  international  competitors  by  the  breadth of its security services
offering  and  its  ability  to  integrate these services for the benefit of its
customers.  These  services  include  electronic  access  control,  intrusion
detection,  CCTV,  fire  detection  and  suppression  systems, alarm monitoring,
emergency  response  and  security  personnel  services.  The  Chubb  brand  has
provided  security  applications  for  184  years.  The  company has over 49,000
employees  and  two  million  customers  around  the  world, with leading market
position  on  four  continents.


                                  Page 7 of 59
<PAGE>
     Chubb  is  currently  implementing  the  Atlas  Program,  a global business
solution  using  PeopleSoft.  Upon  completion  this  solution will impact up to
49,000  employees  in  more  than 11 countries over the next two to three years.

     DACG  has  been  chosen  to manage and provide a comprehensive Learning and
Performance solution for the Atlas Program.  The solution includes a combination
of  e-learning  lessons, OnDemand Personal Navigator system simulations and more
traditional  instructor-led  materials.  These  components  are  then integrated
using  the  DA  Learning Centre, DACG's learning and performance support portal.

RMC  Group  p.l.c.

     RMC  Group  p.l.c.  is  one  of  the  world's leading producers of building
materials  with operations in 27 countries and a global turnover in excess of  5
billion.  Established in 1930, the company employs over 31,000 people worldwide,
8,000 of whom work in RMC's four core businesses in the UK producing ready mixed
concrete,  cement,  aggregates  and  concrete  products.

     In  order  to  combat  increasing  competition  within the marketplace, RMC
decided  it  needed  to  undertake a major change to its UK business. This meant
reducing  its  cost  base  by becoming more efficient, and increasing revenue by
improving  its  business  practices  and  streamlining processes. RMC decided to
implement SAP 4.6 and required a comprehensive training programme to ensure that
employees  at  all  levels - across 400 UK locations - would be able to make the
most  of  the  IT  investment.

     The  program  involved  the  training  in  two  of  the company's divisions
Readymix  and Aggregates as well as the new Shared Service Centre. DACG employed
a  variety  of  training  methods,  including  computer-based  training  and
instructor-led  classroom  training.  One  of the most important elements of the
computer-based  training  was  the  introduction  of  a  Learning Gateway, RMC's
version of DACG's proprietary DA Learning Centre(TM) which features full details
of  all  training  courses,  course  codes  and  training  materials  that  were
specifically  developed  for  the  RMC  project.  This information can be easily
accessed  by  staff  wherever  they  are  located,  and  was  vital if the tight
timescales  were  to  be  met,  with  minimal  disruption to the business. This,
together  with  a  planned  series  of classroom-based courses, formed part of a
'blended approach', which, for many users, included basic training on IT systems
so  they  could be competent and confident. Additional elements for post-go-live
support included face-to-face coaching or floor-walking, coaching and monitoring
to  ensure a comprehensive result. By the end of the project, DACG's consultants
provided  7,217  delegate  training  days  in  four  waves,  each of four weeks.

Alstom

     ALSTOM's  Lincoln-based  Gas  Turbine  business (part of ALSTOM, the global
specialist  in  energy and transport infrastructure) manufactures a range of Gas
Turbines  and  focuses  on  the  operational  efficiency  and  quality  of power
generation  systems;  continually strengthening it's position in the gas turbine
market  by  producing  new  and  more  competitive  products.

     SAP  was implemented consolidating over 400 disparate IT systems across the
business  with  a  single integrated ERP system enabling faster access to better
quality  information  while  adopting  a common information system. Sharing best
practice  will  also deliver better cost-control and visibility at the same time
as  supporting  profitable  growth  for  the  company.

     A  blended training approach has been achieved via a mixture of traditional
instructor  led  training  and  facilitated  courses  using  simulated  training
exercises  all  accessible  for post-training support 24-hours a day, 365 days a
year  through  ALSTOM's  customised  web  portal,  the DACG Learning Centre.  54
training  courses  have been developed and over 500 simulation lessons have been
created  (plus  additional  training  support  items  -  helpcards).  Training
attendance figures are averaging at 95% and quality of instructional delivery is
scoring an average of 90%.  The Learning Centre has proved an easy and intuitive
tool,  which  has  been  well  accepted  by  the  end-user  audience.

24seven  Utility  Services  Limited

     24seven  Utility  Services  Limited  is  a  300m  utility network operator,
serving  5.3 million homes and businesses in South East and East Anglia - that's
about  one  in four of the UK's population.  Since January 2002, the company has
been  a  wholly  owned subsidiary of LE Group, a part of the giant international
utility, EDF.  At its inception in April 2000, the company inherited a number of
legacy systems. The company's growth aspirations, coupled with its commitment to
efficiency,  led  to  a  decision  to  implement  SAP.


                                  Page 8 of 59
<PAGE>
     DACG  was  selected  as 24seven's Training and End User Support partner for
the  SAP  implementation  and  worked  closely  with the 24seven project team to
develop  a  full  suite  of  Reference Based Training materials to cover the SAP
modules  of  Work  Management,  Projects,  Finance,  Controlling, Purchasing and
Inventory  Management.  These  materials  were  supported  by  the  creation  of
customised  STT  (Simulation  Training Tool) simulation lessons, which provide a
safe  and  realistic  learning  environment for the new users.  The training and
support  materials  were  made  available  to  all  users  via  DACG's  Learning
Centre(TM),  which  was specifically customised for 24seven.  The final piece in
the  support  puzzle  was  DA  Passport(TM),  DACG's  proprietary  Electronic
Performance  Support  System (EPSS) which provides a context-sensitive link to a
24seven  customised  on-line  help  system  for  all users from within their SAP
transactions.

     24seven  chose  25  employees  from  across  the  business  areas  as Local
Champions  to  deliver  training for each project. Each successfully completed a
Train  the  Trainer  course  from the DA DiplomA certification programme and was
subsequently  trained  on  the  relevant  SAP  functionality  by DACG. They then
delivered  the  courses  themselves.  Several months later, DACG returned to the
site  to  perform  a  User  Performance  Gap  Analysis, using their post go-live
analysis  methodology  DA  Snapshot.  The  findings  of  the  DA Snapshot report
prompted  24seven  to  engage  DACG to carry out a refresher and ongoing support
and change communications programme. Training feedback evaluations revealed that
92%  of  the  participants  now feel much better prepared to do their SAP tasks.

     The  following  is  a  sample  list  of  clients  that the Company provided
services  for  during  2002:

<TABLE>
<CAPTION>
<S>                                      <C>                              <C>
24seven Utility Services                 Edeka                            Novartis
Abbott Laboratories                      Georgia Pacific                  Ortho-Clinical Diagnostics
Agriculture Fisheries & Forestry (AFFA)  GlaxoSmithKline                  PaperlinX
Airservices Australia                    Guinness                         Pfizer Canada
Alstom                                   Hampshire County Council         PWC Consulting
Australian Defence Organisation          Infineum                         RMC Limited
BBC                                      Jacobs Bakery Ltd.               Robert Bosch Australia
BHP Billiton                             KPMG                             Royal & Sun Alliance
BNFL                                     Karstadt                         STN Atlas
Basell International                     Kuwait Petroleum                 Schneider Electric
Castle Cement                            Linde Gase                       Schneider Foods
Centrelink                               Linfox                           Sydney Ports
Christian Dior                           NSW Dept. of Community Services  Toyota Australia
Chubb PLC                                NSW Dept. of Transport           UDV Diageo
Citibank                                 NSW Roads & Traffic Authority    UK College of Environment & Transport
Damovo                                   Newmont                          Unilever
Diageo
</TABLE>

COMPANY  ORGANIZATION  AND  PROJECT  MANAGEMENT  METHODOLOGY

Organization

     The  Company  has  three principal operating divisions: the Americas, which
includes  the USA and Canada;  Europe, which includes the UK, France and Germany
as  well  as  mobile  services  provided  in  other European countries; and Asia
Pacific,  which includes operations in Australia and mobile services provided in
Asia.

     Within  each  division  there  are  administrative, sales and marketing and
operations  functions.  Administration  consists of finance, human resources and
management  information  services.   Operations performs all of the functions of
the  consulting  services  and  product  implementation  and  support.

     The  Company  has  two  corporate  functions:  research and development and
corporate  management.  Research  and  development  is  responsible for on-going
support  of  software  products  as  well  as  the  development of new products.
Corporate  management  consists  of  the  offices  of  the  CEO,  CFO,  and COO.

Project Methodology Management

     The  Company's  DA  Cornerstone(TM)  project  management  methodology  is
essential  to its delivery of quality end-user support solutions. DA Cornerstone
is  a  comprehensive  six phase, end-user support methodology that addresses key
end-user support program deliverables, activities, and milestones throughout the
lifecycle  of  a  business information technology implementation. Each phase has
associated  tools that facilitate the completion of activities and deliverables.


                                  Page 9 of 59
<PAGE>
     DA  Cornerstone  phases  include:

     Analyze:       DACG  analyzes the client needs, resources, and requirements
                    and  submits  to the client an end-user support strategy and
                    proposed  deliverables  for  approval.

     Prototype and  When  the  strategies  are  approved,  DACG  designs,
     Designs        deliverables  and  establishes  appropriate  development
                    strategies.  The  client  must approve the strategic program
                    design.

     Develop:       DACG  executes  the  strategies and submits all deliverables
                    For  frequent  internal  and  client  review.

     Implement:     DACG  delivers  the  final  work  to  the  end-users.

     Evaluate:      After  implementation  and  as  part  of the services to the
                    client,  DACG  evaluates  the  effectiveness of the services
                    using  appropriate  tools.

     Support:       DACG  will  arrange  and  set up the post implementation and
                    long-term  maintenance strategy for the educational program,
                    end-user  support,  change  communications or other programs
                    created  by  DACG  for  the  client.

     The  Company's  project  staff  develops  each  end-user  support component
through  an  iterative  draft  and  review process that directly involves client
end-users  in  the  development  of content specific to their needs. This review
process  typically  consists  of  three  stages  and  has  quality control steps
embedded  in each stage as formal checkpoints. These checkpoints are intended to
ensure  that  the client is satisfied with the deliverables, that the content is
accurate  and  adheres  to  the Company's own standards, and that the project is
delivered  in a cost-effective and timely manner. The success of a given project
engagement  from  a  cost,  time,  and  client  satisfaction  standpoint  is the
responsibility  of  the  assigned  operations  and  project  managers.

SALES  AND  MARKETING

     The  Company  generates  business  through  a  field sales force that sells
directly  and  pursues referrals and trade show leads.  In addition, the Company
co-markets,  sometimes  in  joint  sales calls and marketing materials, with its
Alliance  Partners.

     The  Company's  direct sales efforts are the responsibility of 23 full-time
sales  and  marketing  personnel,  most  of whom have either a local or regional
territory.  The  sales  personnel generate leads from several sources, including
referrals  from  the  Company's existing clients and from attendance at industry
trade  shows.  The  Company  also uses Internet-based marketing, tele-marketing,
direct  mail,  corporate  presentations,  joint marketing events, and networking
through  regional  business  communities  to  generate potential sources for new
business.  In 2003, the Company plans to focus its marketing on the ERP, CRM and
e-Learning  marketplaces.

     The  Company maintains partnerships with integrators and providers of tools
for  use  in  documentation  and  training  such  as  Global  Knowledge,  X-ayce
InterWise,  X-Help  and  Axon.  The  Company  develops and delivers to potential
clients  proposals  in collaboration with Strategic Alliance Partners, including
proposals  covering software applications, software implementation services, and
end-user  support  solutions.

     The  Company's  services  require  a  substantial  financial  commitment by
clients  and,  therefore,  typically  involve a long sales cycle. Once a lead is
generated,  the  Company  needs  to  understand  quickly  the potential client's
business  needs  and objectives in order to develop the appropriate solution and
bid  accordingly.  The  Company's  operations  and project managers are involved
throughout  the  sales  cycle  to  ensure  mutual understanding of client goals,
including  time  to  completion and technological requirements. Sales cycles for
end-user  support  solution projects typically range from one to six months from
the  time the Company initially meets with a prospective client until the client
decides whether to authorize commencement of an engagement. The retention of the
Company  typically  occurs at the beginning of the design/prototype stage of the
software  implementation.

RECRUITING  AND  PROFESSIONAL  DEVELOPMENT

     As  of  February  28,  2003,  DACG's  personnel  consisted  of 159 billable
employees,  23  sales  and  marketing  personnel,  2  development  staff  and 28
administrative  employees.  The Company believes that its success depends on its
ability  to  attract,  retain, and motivate talented, creative, and professional
employees  at all levels. For core business, the Company seeks to hire personnel
with  prior  consulting  experience  in  end-user  education programs, education
professionals  with  a  background  in  information  technology, and information
technology  professionals  with  education  or communication program experience.
Strong  project  management,  analytical  and  communications  skills  and
international  experience  are  also  considered.  Recruiting  is  coordinated
Company-wide  through  the  Company's  human  resources  department.


                                  Page 10 of 59
<PAGE>
     Training  and  mentoring  are  integral  parts  of  the  Company's  staff
development  program.  The  Company's  training  programs  ensure  that  its
professional  staff  understands  the impact of technology on people, is able to
communicate  effectively at all levels within a client organization, and has the
ability  to  communicate  with  its  clients' technical, business and management
staff  to  provide value-added content to its clients. Ongoing training includes
in-house  and external training. In-house training includes basic training, more
detailed  software  education,  project  management,  consultancy  skills,  and
leadership  training.  The use of DA Foundation materials and the application of
performance support technologies such as DA Passport and The Learning Center are
also  covered.  In  addition,  all  consultants  are  required  to  attend  a DA
Cornerstone  methodology training program, and to be approved for its use before
being  assigned  to  any  consulting  project.

     The  Company believes that its culture is central to its ability to attract
and  retain  highly  skilled  and  motivated professionals. Extensive technical,
management,  and sales training enable DACG professionals to expand their skills
and  attain  increasing  levels  of  responsibility within the organization. The
technical  career  path  provides  opportunities  for  advancement  outside  the
traditional  management  career  ladder.  The  technical  career  path  builds
technical  skills,  provides  compensation  incentives,  and  at  a macro level,
supports the development of DACG's current and future core competencies. Through
planned  job  assignment  and  rotations,  special  projects  and  structural
development  events, high potential management candidates are prepared to assume
greater  management  roles.  The Company attracts and motivates its professional
and  administrative staff by offering competitive packages of base and incentive
compensation  and  benefits.  All  professional  staff  members are eligible for
bonuses.  The  Company appreciates the importance of recognition and a promotion
track  for  its  administrative  staff  and  fully integrates its staff into the
conduct  of its business. All of the Company's employees are eligible to receive
stock  options.

     During  2000,  the  Company  rolled-out  its  internal  implementation of a
learning  management  system,  eCampus,  based  on  its  Dynamic  IQ  platform.
Additionally,  the  company  is  providing  employees  with  access to SkillSoft
courses  as  part  of  its  commitment  to  distribute  SkillSoft  content.  All
employees  have  received  training  on  e-Campus  and  are  developing personal
development  plans,  including  mentoring  programs.

RESEARCH  AND  DEVELOPMENT

     DACG  established  a research and development department in 1995 to support
and  maintain its end-user support content and consulting methodologies.  During
2000  the  primary focus of this department was the development of Dynamic IQ, a
virtual  learning environment with complementary consulting services and ongoing
maintenance  of  DA  Passport, DA Foundation,  the Company's proprietary toolset
used  for  rapid deployment of end-user support solutions.  During 2001 and 2002
the  primary focus was on the modification of tools to work with a broader range
of  software.

     The  Company's  research  and  development  department  continually applies
technology  developments  to  the  Company's  content  and  tools. As technology
advances,  DACG  has kept pace, expanding its deliverables from traditional hard
copy  materials  and  instructor  led training to include on-line documentation,
multimedia  training,  employee  performance  support  systems,  e-learning  and
web-based education and performance support solutions. The Company will maintain
its  commitment  to  innovative  and  collaborative research and development and
anticipates  a  broadening  of  this  function  through partnering.  Development
expense  was  $3.7  million,  $0.7 million and $0.2 million for the fiscal years
2000,  2001  and  2002,  respectively.

COMPETITION

     The  global  markets for end-user performance support services for business
information  technology  and  e-Learning  services are large, highly fragmented,
change  rapidly,  and  are  subject  to  low barriers to entry. DACG has various
market  areas  for  competition,  including:

-    Competition from the ERP software developers and other applications
     developers, which includes the software that DACG trains on, including SAP
     and other vendors;
-    Competition from large international systems integrators, such as the
     consulting practices of the large international accounting firms, which are
     focused principally on systems integration and implementation but also
     provide end-user support as a secondary service;


                                  Page 11 of 59
<PAGE>
-    Competition from the professional services groups of many large technology
     and management consulting companies and a large number of smaller
     organizations that specialize in employee support services, generally
     serving a limited geographic area and having a smaller base of technical
     and managerial resources;
-    Competition if clients elect to use internal resources to satisfy their
     needs for training services the Company provides; and
-    In e-Learning, the Company faces a number of competitors in the form of
     software start-ups, established software companies and consulting companies
     as well as other niche operators.

     In all markets, DACG faces competition for client assignments from a number
of  companies  having  significantly  greater  financial,  technical,  marketing
resources  and  name  recognition.  The Company believes key competitive factors
forming the basis upon which these companies compete are experience, reputation,
industry  focus,  international  presence, service and technology offerings, and
price  relative  to  the  value  of  the  services  provided.

INTELLECTUAL PROPERTY AND OTHER PROPERTY RIGHTS

     The  Company  relies  upon  a  combination  of  nondisclosure  and  other
contractual  arrangements  and  trade  secret  laws  to  protect its proprietary
rights.  The  Company  generally enters into confidentiality agreements with its
key  employees and clients, thereby seeking to limit distribution of proprietary
information.  There  can  be no assurance that the steps taken by the Company in
this  regard  will  be  adequate  to  deter  misappropriation  of  proprietary
information  or  that the Company will be able to detect unauthorized use of and
take  appropriate  steps  to  enforce its intellectual property rights. Software
developed  and other materials prepared by the Company in connection with client
engagements  are  usually  assigned  to  the  Company's  clients  following  the
termination  of the engagement. The Company retains the right to use the general
know-how  developed  by  the  Company  in the course of the engagement, and this
accumulated  knowledge  is  the  basis  for  the DA Foundation. The Company also
retains  all  rights  to  certain  of its proprietary methodologies and software
(such  as DA Passport(TM) and computer-bas ed training software), the benefit of
which  the  Company  provides  to  the  client  by  royalty-free  license.

     Dynamic  IQ,  DA Foundation(R), DA Team Teach(R) and DA Consulting Group(R)
are registered trademarks and/or service marks of the Company.  The Company also
claims  common  law  trademark  rights  in DACG and design, the globe and temple
logo,  Fast  Implementation  Toolkit(TM),  Fast  Implementation  Toolset(TM), DA
Cornerstone(TM), and DA Passport(TM), for each of which the Company has filed an
application  for  registration in the United States Patent and Trademark Office.
Furthermore,  the  Company  claims  common  law trademark rights in DACG(TM), DA
FIT/Fast Implementation Toolkit(TM), FastED(TM), DA ASK(TM), DA Quickweb(TM), DA
Learning  Centre, DA Learning Center, DA Reporter and the slogan mark "Solutions
for  People  and  Technology"(TM), but as to these has decided at present not to
file  applications  for  trademark  registration.  The Company holds no patents.
The  Company  has  registered  the copyright in the computer programs titled "DA
Basic  Skills  Training  for  SAP R/3" and "DA Basic Skills Training for SAP R/3
v2.0 US."  The Company also claims the copyright in numerous other works and may
elect  to  register  such  copyrights  on  a  case-by-case  basis.

RISK  FACTORS

History of losses

     The  Company  has  incurred losses before income tax totaling approximately
$20.6,  $3.2,  and  $1.6  million during 2000, 2001 and 2002, respectively.  The
Company began a restructuring process in 2000, which was completed during  2001.
There can be no assurance that overall profits will be achieved in the future as
a  result  of  this  process.  Thus,  the  Company  may  be  required  to record
additional  charges  to  decrease  the carrying value of the deferred tax asset.

Our business operations are dependent on SAP and the ERP software market.

     A  substantial  portion  of  our  revenue  is derived from the provision of
end-user support services in connection with ERP software implementations by our
clients.  These  relationships  and  authorizations  are  generally  subject  to
termination  on  short notice. In addition, these licensors could further modify
their  software  in order to make the implementation cycles for its new releases
shorter  and less complicated, thereby possibly reducing the need for customized
end-user  support,  or  they  could increase their provision of end-user support
services  for  their  software  applications.  Software  vendors  are  currently
customers  and  direct competitors.  They could also cease referring us to their
customers  as  a provider of end-user support services. Any one or more of these
circumstances  could have a material adverse effect on our business and revenue.


                                  Page 12 of 59
<PAGE>
We may not be able to keep up with rapid technological changes.

     Our  future  success  will  depend  on  our  ability  to  gain expertise in
technological  advances,  such as the latest releases from ERP software vendors,
and to respond quickly to evolving industry trends and client needs. Our efforts
to  gain  technological  expertise and to develop new technologies require us to
incur  significant expense. There can be no assurance that we will be successful
in  adapting  to  these  advances in technology or in addressing changing client
needs  on  a  timely  basis.  In  addition,  there  can be no assurance that the
services  or  technologies  developed  by  others  will not significantly reduce
demand  for  our  services  or  render  our  services obsolete.  Any significant
reduction  in the demand for our services will have a material adverse effect on
our  results  of  operations.

Our stock price has been volatile.

     Stock  prices  may  be  subject to wide swings, particularly on a quarterly
basis,  in  response  to  variations  in  operating  and  financial  results,
fluctuations  in  earnings,  competitive  pressures,  market  place  conditions,
failure to meet revenue expectations and other similar factors.  It is difficult
to  forecast the timing of revenue because project cycles depend on factors such
as  the  size  and  scope  of  assignments, circumstances specific to particular
clients  or  industries,  the  number and nature of client projects commenced or
completed  during a period, and the utilization rates of our professional staff.
Were  we to fail to meet expectations of our anticipated revenue in a period, or
if  we  were  to  experience a negative change in our perceived long-term growth
prospects,  either  would  likely  have  an  adverse  effect on our stock price.

     The  shares  of  our  stock  were  previously listed on The NASDAQ National
Market  (the  "National Market"). We received notification from Nasdaq on August
23,  2002  (the  "Nasdaq  Notification") that our common stock would be delisted
from  the  National  Market  because we did not comply with Nasdaq's minimum bid
price  requirements.  Specifically, we did not comply with NASD Marketplace Rule
4450(a)(5)  when the bid price of our common stock closed at less than $1.00 per
share  for  30  consecutive  trading  days.

     Nasdaq  approved  the  transfer  of our common stock to the SmallCap Market
effective  September  2002.  As  does  the  National Market, the SmallCap Market
requires  listed  companies  to  have  a  minimum closing bid price of $1.00 per
share. As such, we have been afforded a grace period to evidence compliance with
the  $1.00 minimum closing bid price requirement. Subsequent correspondence from
Nasdaq  following  the  Nasdaq  Notification  provided  us until June 3, 2003 to
achieve  compliance  with  the  bid  price  requirement.  This  subsequent
correspondence  made  reference  to  proposed revisions to Marketplace Rule 4310
providing that SmallCap issuers that satisfy one of several minimum requirements
would  be  granted  at  least one additional 180-day grace period to satisfy the
minimum  bid  requirements.  Nasdaq  has  since  adopted  these  revisions  to
Marketplace  Rule  4310  and, as a result of this adoption, the grace period may
(but  not necessarily will) be extended past the specified June 3, 2003 date. If
so  extended,  it  is  unclear  how  much  of  an  extension  we  would receive.

     If  during  the grace period, the closing bid price of our common stock  is
$1.00  per share or more for 10 consecutive trading days, we will  have regained
compliance  with  Nasdaq's  minimum  bid  price  requirements  and  may  also be
eligible  to  transfer  our  common  stock  back to the  Nasdaq National Market,
provided  that  we  have  maintained  compliance  with  other  continued listing
requirements  on that market. If during  the grace period, the closing bid price
of  our  common  stock  remains  below  $1.00,  we  will  be deemed to be out of
compliance  with  the  Nasdaq  requirements  and  will  have  to explore certain
avenues, including a  potential reverse stock split, to increase our stock price
above  $1.00  and thus regain compliance. There can be no assurance that we will
be  able  to  maintain our Nasdaq listing beyond June 3, 2003 or in the  future.

     Our  failure  to  meet  Nasdaq's  maintenance  criteria  may  result in the
delisting  of  our common stock from Nasdaq. In such event, trading, if  any, in
our  common  stock  may  then  continue  to  be  conducted  in  the  non-Nasdaq
over-the-counter  market  in  what  are  commonly referred to as  the electronic
bulletin board and the 'pink sheets'. As a result, an  investor may find it more
difficult to dispose of or obtain accurate  quotations as to the market value of
our  common  stock. Additionally,  delisting of our common stock would also make
it  more  difficult  for  us  to  raise  additional capital. We would also incur
additional  costs  under  state blue-sky laws to sell equity if we are delisted.

We  may  continue  to  experience  increased  competition  from competitors with
greater  resources  than  ours,  from  potential clients performing services "in
house"  and  from  suppliers  delivering  a complete package to their customers.

     The  information technology services industry is highly competitive.  It is
served  by  many  national, regional and local companies, including full service
agencies and specialized temporary service agencies.  It has limited barriers to
entry,  in  part  due to rapidly changing technologies.  Our primary competitors
come  from  a variety of market segments, including large systems consulting and
implementation  firms  and  large  general management consulting firms.  Many of
these  competitors have significantly greater financial, technical and marketing
resources  and  greater  name  recognition.  Such  advantages  may  enable these
competitors to attract more clients and provide faster service at less cost.  In
addition, our potential clients have increasingly decided to dedicate sufficient
internal  resources  to  performing  the  services  that  we provide "in house",
particularly where these resources represent a fixed cost to the client.  We are
also  increasingly  finding  that  software licensors are implementing their own
software packages, as well as educating their customers' employees in how to use
them.  Such competition may impose additional pricing pressures.  We expect that
the  level of competition will remain high in the future.  Increased competition
could  have  a  material adverse effect on our ability to profitably operate our
business.

We  may  not  be  able  to  attract  and retain qualified information technology
consultants.

     Our  continued success will depend in large part on our ability to attract,
retain  and motivate highly skilled employees, particularly project managers and
other senior technical personnel. The qualified project managers that we require
are  in  great  demand  and  are  likely  to  remain  a limited resource for the
foreseeable  future.  Many  of the companies with which we compete for qualified
professionals  have  substantially greater financial and other resources than we
do.  There  can  be  no  assurance that we will be able to recruit, develop, and
retain a sufficient number of highly skilled, motivated professionals to compete
successfully.  In addition, competition for qualified personnel may also lead to
increased  costs  for  such  personnel  which  we  may  not be able to offset by
increases  in  billing  rates.  The loss of a significant number of professional
personnel  is  likely  to have a material adverse effect on us, particularly our
ability  to  complete  existing  projects  or  secure  new  projects.

Failure  to  adequately  estimate  costs,  or  efficiently  manage fixed-bid and
not-to-exceed  projects  could  have  a  material  adverse  effect  on  our
profitability.

     Certain  of  our  projects are undertaken on a fixed bid basis, pursuant to
which  we charge our clients a flat rate for our services, or on a not-to-exceed
basis,  pursuant  to  which  we  limit  the  maximum fee that we will charge our
client.  For  the  year ended December 31, 2002, we realized the majority of our
revenue  from fixed-bid or not-to-exceed projects. Were we to fail to adequately
estimate  the  actual  cost  to  us of completing a project under the guaranteed
not-to-exceed  or fixed fee price set forth in certain of our contracts, or were
we  to  fail  to  efficiently  manage  these  projects  after  entering into the
not-to-exceed  or  fixed  fee contract, we could become exposed to unrecoverable
budget  overruns,  which  could  materially  adversely affect our profitability.
Additionally,  client  engagements  are  generally  terminable with little or no
notice  or penalty, and our failure to meet a client's expectations could damage
our  relationship  with  that  client  and  cause  the  client  to terminate our
engagement.  A  client's  unanticipated  decision  to  terminate  or  postpone a
project  may  result in higher than expected numbers of unassigned professionals
or  severance  costs,  which  could  materially  adversely affect our results of
operations.


                                  Page 13 of 59
<PAGE>
We  do  not  have  any  patents to protect our intellectual property rights from
misappropriation.

     Our  success  in  the information technology services business depends upon
our  software  deployment  and  methodology  and  other proprietary intellectual
property  rights.  We do not hold any patents. We rely on a combination of trade
secret, nondisclosure and other contractual arrangements and technical measures,
and copyright and trademark laws to protect our proprietary rights. We generally
enter  into  confidentiality agreements with our employees, consultants, clients
and  potential  clients  and limit access to and distribution of our proprietary
information. There can be no assurance that the steps that we have taken will be
adequate to prevent misappropriation of our intellectual property rights or that
third parties will not independently develop functionally equivalent or superior
methodologies  or  software.  Moreover,  there  can  be  no assurance that third
parties  will not assert infringement claims against us in the future that would
result  in costly litigation or license arrangements regardless of the merits of
such  claims.  Additionally, because our engagements are typically work-for-hire
based,  we  assign  ownership  of,  or  grant a royalty-free license to use, the
materials  that  we  develop  specifically for our clients to those clients upon
project  completion.

Significant  exposure  to  international  markets.

     We  currently  have  international  operations  in  Singapore,  Australia,
England,  France,  Germany  and  Canada.  As  of  December  31, 2002, 83% of our
revenue resulted from our international operations.  The successful operation of
such  geographically  dispersed  offices  requires  considerable  management and
financial  resources  and results in significant ongoing expense.  International
operations and the provision of services in foreign markets are subject to risks
involving  trade  barriers,  exchange  controls,  national  and  regional  labor
strikes,  civil  disturbances  and  war,  and  increases  in  duties, taxes, and
governmental  royalties,  multiple  and  possibly overlapping tax structures, as
well  as  changes  in  laws  and  policies governing operations of foreign-based
companies.  We  may  also  experience  difficulties  relating  to  the  global
administration of our business.  Any of such factors may have a material adverse
effect  on  the  Company.

ITEM  2.  PROPERTIES

     Recognizing  the global nature of the information technology market and the
importance  of being able to serve multi-national clients, the Company has built
a  substantial  international  presence  and provides services in North America,
Europe  and  Asia-Pacific.  The  Company has offices in the U.S., Canada, United
Kingdom,  France,  Germany and Australia.  The Company's headquarters is at 5847
San  Felipe,  Suite  1100,  Houston, Texas. This lease expires in July 2004. The
Company  also  maintains  foreign  offices in Toronto, London, Paris, Melbourne,
Sydney,  Essen  and  Canberra.  The  Company  has operations in Dallas, Chicago,
Philadelphia, Boston and New York, but does not maintain a physical office. Each
operation  is  located  near one or more significant clients of the Company, and
the  physical  facilities have terms that will expire between one and five years
(exclusive of renewal options exercisable by the Company).  All of the Company's
operations  are  electronically  linked  together  and have access to all of the
Company's capabilities and core consulting tools. From time to time, the Company
uses  office  space  provided  at  client sites to facilitate performance of its
services  and  maximize  client  contact.  Where  the  Company operates in areas
without  an  established  office,  operations are handled on a mobile basis with
corporate  support  being delivered from one of its regional centers in Houston,
London  or Sydney. The Company believes  its current facilities are adequate for
its  needs.

ITEM  3.  LEGAL  PROCEEDINGS

     From  time  to  time,  the  Company is a party to routine litigation in the
ordinary  course  of business. The Company does not believe that such litigation
will  have  a  material  impact  on  the  financial  statements.


                                  Page 14 of 59
<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     At  the Company's Annual Meeting of Shareholders held on November 20, 2002,
the  shareholders  of  the  Company  voted  on  the  following  matter:

     Approval  for  the election of two Class A Directors, Nigel W.E. Curlet and
Gunther  E.A.  Fritze.

     The voting results were as follows:

                          Votes For     Votes Abstained
                          ---------     ---------------
                          7,310,665     231,562


                                     PART II

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

     The Company's common stock has traded under the symbol "DACG" on The NASDAQ
SmallCap  Market (the "SmallCap Market") since September 2002, and on The NASDAQ
National  Market  (the "National Market") from April, 1998 until September 2002.
The  following  table  sets forth, for each quarterly period indicated, the high
and  low  closing  sale  price  for the common stock as reported by the National
Market  and  the  SmallCap  Market  (as  the  case  may  be).

2001         High    Low
-----------  -----  -----
1st  Quarter  $1.63  $0.66
2nd  Quarter   1.80   1.25
3rd  Quarter   1.60   0.31
4th  Quarter   0.35   0.14

2002
-----------  -----  -----
1st  Quarter  $0.93  $0.24
2nd  Quarter   1.25   0.40
3rd  Quarter   0.44   0.16
4th  Quarter   0.36   0.09

     We  received  notification  from  Nasdaq on [August 23], 2002 (the  "Nasdaq
Notification") that our common stock would be delisted from  the National Market
because  we  did  not  comply  with  Nasdaq's  minimum  bid  price requirements.
Specifically,  we  did not comply with NASD Marketplace Rule 4450(a)(5) when the
bid  price  of  our  common  stock  closed  at less than  $1.00 per share for 30
consecutive  trading  days.

     Nasdaq  approved  the  transfer  of our common stock to the SmallCap Market
effective  September  2002.  As  does  the  National Market, the SmallCap Market
requires  listed  companies  to  have  a  minimum closing bid price of $1.00 per
share. As such, we have been afforded a grace period to evidence compliance with
the  $1.00 minimum closing bid price requirement. Subsequent correspondence from
Nasdaq  following  the  Nasdaq  Notification  provided  us until June 3, 2003 to
achieve  compliance  with  the  bid  price  requirement.  This  subsequent
correspondence  made  reference  to  proposed revisions to Marketplace Rule 4310
providing that SmallCap issuers that satisfy one of several minimum requirements
would  be  granted  at  least one additional 180-day grace period to satisfy the
minimum  bid  requirements.  Nasdaq  has  since  adopted  these  revisions  to
Marketplace  Rule  4310  and, as a result of this adoption, the grace period may
(but  not necessarily will) be extended past the specified June 3, 2003 date. If
so  extended,  it  is  unclear  how  much  of  an  extension  we  would receive.

     If  during  the grace period, the closing bid price of our common stock  is
$1.00  per share or more for 10 consecutive trading days, we will  have regained
compliance  with  Nasdaq's  minimum  bid  price  requirements  and  may  also be
eligible  to  transfer  our  common  stock  back to the  Nasdaq National Market,
provided  that  we  have  maintained  compliance  with  other  continued listing
requirements  on that market. If during  the grace period, the closing bid price
of  our  common  stock  remains  below  $1.00,  we  will  be deemed to be out of
compliance  with  the  Nasdaq  requirements  and  will  have  to explore certain
avenues, including a  potential reverse stock split, to increase our stock price
above  $1.00  and thus regain compliance. There can be no assurance that we will
be  able  to  maintain  our Nasdaq listing beyond June 3, 2003 or in the future.

     Our  failure  to  meet  Nasdaq's  maintenance  criteria  may  result in the
delisting  of  our common stock from Nasdaq. In such event, trading, if  any, in
our  common  stock  may  then  continue  to  be  conducted  in  the  non-Nasdaq
over-the-counter  market  in  what  are  commonly referred to as  the electronic
bulletin board and the 'pink sheets'. As a result, an  investor may find it more
difficult to dispose of or obtain accurate  quotations as to the market value of
our  common  stock. Additionally,  delisting of our common stock would also make
it  more  difficult  for  us  to  raise  additional capital. We would also incur
additional  costs  under  state blue-sky laws to sell equity if we are delisted.

     No  dividends  were  declared  on  the  Company's  common stock  during the
years  ended  December  31,  2001 and 2002, and the Company  does not anticipate
declaring  dividends  in  the  foreseeable  future.

     As  of  March  28,  2003  there  were  approximately  100  shareholders  of
record  and  952  beneficial  shareholders.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On  October  16,  2000,  the  Company consummated the sale to Purse Holding
Limited,  a British Virgin Islands limited company, of two million shares of the
Company's  common  stock  for  $4.8 million and warrants to purchase up to three
million  shares of the Company's common stock. The sale was effected pursuant to
a  Securities  Purchase Agreement, dated August 2, 2000, between the Company and
Purse.  The  Company credited its $2 million loan, received from Purse on August
3, 2000, toward the $4.8 million purchase price of the two million shares of its
common  stock.

     In  accordance  with  the  terms  of the Securities Purchase Agreement, the
Company  issued  (i)  two million shares of common stock at a price of $2.40 per
share  and  (ii)  warrants  to  purchase (a) two million shares of common stock,
exercisable  until October 16, 2003, at the greater of $3.00 per share or 85% of
the  market  price  per  share  of  the  Company's  common  stock at the time of
exercise, and (b) one million shares of common stock, exercisable for the period
of  time  after January 1, 2002, and until October 16, 2003, at $3.00 per share.

     The  sale of the securities was exempt from registration under Section 4(2)
of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506 of
Regulation  D promulgated under the Securities Act, since the sale was made to a
single accredited investor who was acquiring the shares for investment without a
view  to  further distribution.  No underwriters were involved with the issuance
and  sale  of  the  securities.


                                  Page 15 of 59
<PAGE>
SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

     The  following table provides information as of December 31, 2002 regarding
compensation plans  (including individual compensation arrangements) under which
equity  securities  of  DA  Consulting  Group,  Inc are authorized for issuance.

<TABLE>
<CAPTION>
                                          EQUITY COMPENSATION PLAN INFORMATION

                                                                                              Number of Securities
                                                                                             Remaining Available for
                            Number of Securities to be                                    Future Issuance Under Equity
                              Issued Upon Exercise of                                          Compensation Plans
                               Outstanding Options,         Weighted Average Exercise         (Excluding Securities
                                Warrants and Rights       Price of Outstanding Options,     Reflected in Column (a))
Plan Category                     (in thousands)               Warrants and Rights               (in thousands)
                                       (a)                             (b)                            (c)
<S>                         <C>                          <C>                              <C>
Equity Compensation Plans
Approved by Security
Holders(1)                                        1,960  $                          1.33                           ---

Equity Compensation Plans
Not Approved by Security
Holders                                             ---                              ---                           ---
</TABLE>

     (1)  This plan is the Company's 1997 Stock Option Plan.  The 1997 Stock
Option Plan provides that the number of shares with respect to which options may
be granted, and the number of shares of common stock subject to an outstanding
option, shall be proportionately adjusted in the event of a subdivision or
consolidation of shares or the payment of a stock dividend on common stock, and
the purchase price per share of outstanding options shall be proportionately
revised.


                                  Page 16 of 59
<PAGE>
ITEM  6.  SELECTED FINANCIAL DATA

     The following selected consolidated financial statement data as of December
31,  2001  and 2002 and for each of the three years in the period ended December
31,  2002  is  derived  from the audited consolidated financial statements of DA
Consulting  Group,  Inc. and its subsidiaries (the "Company") included elsewhere
herein.  This  information  should be read in conjunction with such Consolidated
Financial  Statements  and  related  notes  thereto.  The  selected  financial
information  as  of  December  31, 1998, 1999 and 2000 has been derived from the
audited  financial  statements of the Company that have been previously included
in the Company's reports under The Securities Exchange Act of 1934, that are not
included  herein.  See  "Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations."

<TABLE>
<CAPTION>
                                                      YEARS ENDED DECEMBER 31,
                                          ---------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)   1998      1999        2000        2001      2002
                                          -------  ---------  -----------  --------  --------

INCOME STATEMENT DATA:
<S>                                       <C>      <C>        <C>          <C>       <C>
 Revenue                                  $80,132  $ 70,295   $   30,989   $28,654   $23,671
 Cost of revenue                           40,817    38,717       20,656    16,536    14,184
                                          -------  ---------  -----------  --------  --------

 Gross profit                              39,315    31,578       10,333    12,118     9,487
 Selling and marketing expense              5,195     7,403        4,945     3,280     2,342
 Development expense                        2,124     1,802        3,667       702       165
 General and administrative expense        24,877    33,461       16,884    10,411     7,876
 Amortization expense                          29       354          760       592       574
 Restructuring charge                           -         -        4,666         -         -
 Employee stock-related charge                  -       142            -         -         -
                                          -------  ---------  -----------  --------  --------

 Operating income (loss)                    7,090   (11,584)     (20,589)   (2,867)   (1,470)
  Other (expense) income, net                  22       287           25      (326)     (125)
                                          -------  ---------  -----------  --------  --------

 Income (loss)  before taxes                7,112   (11,297)     (20,564)   (3,193)   (1,595)
 Provision (benefit)  for income taxes      2,813    (3,034)      (7,347)    2,507     5,768
                                          -------  ---------  -----------  --------  --------

 Net income (loss)                        $ 4,299  $ (8,263)  $  (13,217)  $(5,700)  $(7,363)
                                          =======  =========  ===========  ========  ========

 Basic earnings (loss)  per share         $  0.72  $  (1.28)  $    (1.93)  $ (0.68)  $ (0.87)
 Weighted average shares outstanding        5,976     6,444        6,841     8,419     8,419

 Diluted earnings (loss) per share        $  0.69  $  (1.28)  $    (1.93)  $ (0.68)  $ (0.87)
 Weighted average shares outstanding        6,233     6,444        6,841     8,419     8,419


BALANCE SHEET DATA:
 Cash and cash equivalents                $ 9,971  $  5,795   $      949   $   373   $   576
 Working capital (deficit)                 25,585    11,007       (1,120)     (663)   (1,266)
 Total assets                              48,903    32,918       24,940    17,212     9,576
 Total debt                                     -         -          154     1,077     1,335
 Shareholders' equity                      34,944    25,238       16,291    10,303     3,128
</TABLE>

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

     This  Annual  Report  on Form 10-K contains certain statements that are not
historical  facts which constitute forward-looking statements within the meaning
of  the  Private Securities Legislation Reform Act of 1995 which provides a safe
harbor  for  forward-looking  statements.  These  forward-looking statements are
based  on  management's  belief  as  well as assumptions made by and information
currently  available  to  management,  and  are subject to substantial risks and
uncertainties  that  could  cause  the  Company's actual results, performance or
achievements  to  differ  materially  from  those  expressed or implied by these
forward-looking  statements.  When  used in this report, the words "may," will,"
"anticipate,"  "believe," "expect" and similar expressions as they relate to the
Company  or  its  management  are  intended  to  identify  such  forward-looking
statements.  Actual  future  results  and  trends  may  differ  materially  from
historical  results as a result of certain factors, including those set forth in
the  Risk Factors section of this report, in the Liquidity and Capital Resources
section  of  Management's  Discussion  and  Analysis  of Financial Condition and
Results of Operations section in this report and those risk factors set forth in
our  other  filings  with  the  Securities  and  Exchange  Commission.


                                  Page 17 of 59
<PAGE>
BUSINESS

     The  Company is an international provider of employee education and support
solutions to companies investing in business information technology. Through its
212  employees  worldwide  at  December  31, 2002, the Company provides employee
support  solutions  through  customized  change  communications,  education, and
performance  support  services  to clients. Since 1988, the Company has provided
services  to  over  720  clients  most of whom are Fortune Global 500 companies.

     The  Company  is  currently  organized  into  three divisions: the Americas
Division  which  includes  its  operations in North America; the Europe Division
which  includes  its  operations  in Europe; and the Asia Pacific Division which
includes  its  operations  in  Australia. In 2002, the, Europe, Asia Pacific and
Americas  Divisions  represented 63%, 20%, and 17% of revenue, respectively. The
number  of  clients served by the Company has increased substantially from 52 in
1994  to  approximately  720  in 2002. The Company's client base is diversified,
with  one  client  representing  12%  of  revenue  in  2002.

     The  Company  derives  substantially  all  of  its  revenue  from  fees for
professional  services  related to supporting end-users in the implementation of
ERP  systems.  Revenue from clients implementing SAP software represented 94% of
billed  consulting  revenue  for  2002.  The  majority of the Company's projects
involve  from  three to ten consultants, are generally completed in three months
to  two  years, and result in revenue from $200,000 to $1.5 million. The Company
often  performs  multiple  projects  for  a  client  in  support  of  a  phased
implementation  of  the  business information technology. The Company's services
are  generally  provided pursuant to written contracts that can be terminated by
the  client  with  limited advance notice. In the event of such a termination by
the client, the client remains obligated to pay for the services rendered to the
client  to  the  termination  date.  The Company bills its clients weekly, twice
monthly  and monthly for the services provided by its consultants at agreed upon
rates,  and  where permitted, for expenses. The Company provides services to its
clients  primarily on a time and materials basis, although many of its contracts
contain  "not-to-exceed"  provisions  and  Company  performance obligations. The
remainder  of  the  Company's contracts are on a fixed-price basis, representing
approximately 24% of the Company's total revenue for 2002. Revenue from time and
materials  engagements,  as  well  as  revenue  from  fixed  price contracts, is
recognized  as  services  are  performed  and  the realization of the revenue is
assured.  The  Company  also  receives  approximately  3%  of total revenue from
license  fees  related  to  computer-based  training products and other software
products  that  are  developed independently or are co-developed by the Company.

     Cost  of  revenue  includes compensation and benefits paid to the Company's
professional  staff  and  all  direct  expenses  of performing project work. The
Company's  financial  performance  is highly dependent upon staff billing rates,
costs,  and  utilization  rates.  The  Company  manages  these  parameters  by
establishing and monitoring project budgets and timetables and tracking staffing
requirements  for  projects  in  progress  and  anticipated  projects.  Project
terminations,  completions,  and  scheduling  delays  may result in periods when
consultants  are  not  fully  utilized.  An  unanticipated  termination  of  a
significant  project  could  cause  the  Company  to  experience  lower  staff
utilization.  In  addition,  the  establishment  of new services or new regional
operations,  employee  vacations  and  training,  and increases in the hiring of
consultants  may  result  in  periods  of  lower  staff utilization and downward
pressure  on  gross  margins.  The  Company's  professional  staff are generally
employed  on  a  full-time basis, and therefore the Company incurs substantially
all  of  its  staff-related costs even during periods of low utilization. In the
past, the Company has experienced some seasonality in its business with somewhat
lower  levels  of  revenue  and profitability in Europe in the third quarter and
Asia  in the fourth quarter. The timing of project start-ups and completions, as
well  as  holidays and vacations has the most significant impact on fluctuations
in  revenue.

     Selling  and  marketing  expense  relates  principally  to compensation and
benefits  paid  to  the  Company's  dedicated  sales  staff and all direct costs
associated  with  the sales process. Development expense consists principally of
compensation  costs  for  the Company's in-house research and development. These
personnel  focus  on  development  of  methodologies  and  applications  of  new
technologies,  including  development  of computer-based training courseware and
performance  support  software  and  content.  Development expense also includes
personnel  who provide technical support for the Company's professional staff in
the  field.  Development  expense  in  2000  and early 2001 included the cost of
creating  a  web based learning management system named the Dynamic IQ.  General
and  administrative  expense  consists  principally of salaries and benefits for
management,  physical  facilities,  depreciation and professional fees.  General
and  administrative  salaries  include  executive  management,  accounting,
administrative,  information technology, human resources as well as compensation
for  the  senior  management  in  each  of  the  Company's  divisions.

CRITICAL ACCOUNTING POLICIES

Income  Taxes

     The  Company  recognizes  deferred income taxes for the expected future tax
consequences  of  events  that have been included in the financial statements or
tax  returns.  Under  this method, deferred income taxes are determined based on
the  difference between the financial statement carrying amount and tax basis of
assets  and  liabilities using enacted tax rates in effect in the years in which
the  differences  are  expected  to  reverse.  A valuation allowance is provided
against deferred tax assets which management considers more likely than not will
fail  to  be  realized.


                                  Page 18 of 59
<PAGE>
     For  the years ended December 31, 2000, 2001 and 2002, the Company incurred
losses  before  income  taxes  of  $20.6 million, $3.2 million and $1.6 million,
respectively.  At  December  31,  2002,  the Company had generated net operating
loss  carryforwards  for  tax  reporting purposes of approximately $32.7 million
recording  $11.9  million  of  deferred  tax  assets  of  which  the Company has
recorded  a valuation allowance of approximately $10.3 million resulting in $1.6
million  of  deferred  tax  assets  from net operating loss carryover net of the
allowance based upon management's estimate of future taxable income, against the
deferred  tax  asset  generated  from  the  net  operating  loss  carryforwards.

     There  can  be no assurance that management's restructuring plan will yield
sufficient  future  taxable  income  necessary to utilize the net operating loss
carryforwards  recorded  as  a  deferred tax asset by the Company.  The ultimate
realization  of the deferred tax asset is dependent upon management's ability to
grow  the  revenues  of  the  Company, adhere to the cost saving measures put in
place  during  the  restructuring and generate sufficient future taxable income.
Any  future  decline,  if  any,  in the demand for the Company's services or the
Company's  inability to return to profitability will result in the Company being
required  to  increase  the  valuation  allowance against the deferred tax asset
which  would  adversely  affect  the  Company's financial position and operating
results.

Long-lived  Assets

     Management  reviews  long-lived  assets  for  impairment whenever events or
changes  in  circumstances indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison  of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to be impaired, the
impairment  to  be  recognized  is  measured by the amount by which the carrying
amount  exceeds  the  fair  value  of  the assets which considers the discounted
future  net  cash  flows.  Assets to be disposed of are reported at the lower of
the  carrying  amount  or  the  fair  value  less  costs  of  disposal.

Revenue  Recognition

     The  majority of the Company's contracts with clients are based on time and
expenses  incurred  with the remainder of the revenue generated from fixed price
contracts.  Accordingly,  service  revenue  under  both  types  of  contracts is
recognized  as  services  are  performed  and  the realization of the revenue is
assured.  Contract  costs  include direct labor costs and reimbursable expenses,
and those indirect costs related to contract performance such as indirect labor.
Selling,  general  and  administrative costs are charged to expense as incurred.
Provisions  for estimated losses on uncompleted contracts are made in the period
in  which such losses are determined. Changes in job performance, job conditions
and  estimated profitability may result in revisions to costs and income and are
recognized in the period in which the revisions are determined. Unbilled revenue
represents  the  revenue  earned in excess of amounts billed and deferred income
represents  billings  in excess of revenue earned. Revenue includes reimbursable
expenses  directly  incurred  in  providing  services  to  clients.  The Company
recognizes  product  revenue  upon shipment to the client if no further services
are  required.

Accounting  for  Stock  Options

     In  October 1995, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  123,  Accounting  for  Stock-Based
Compensation  ("SFAS  No.  123"),  which  sets  forth  accounting and disclosure
requirements  for  stock  option  and  other stock-based compensation plans. The
statement  encourages,  but  does  not  require, companies to record stock-based
compensation  expense using a fair-value method, rather than the intrinsic-value
method  prescribed  by  Accounting  Principles Board ("APB") Opinion No. 25. The
Company  has  adopted  only  the disclosure requirements of SFAS No. 123 and has
elected  to  continue  to  record  stock-based  compensation  expense  using the
intrinsic-value  approach  prescribed  by  APB  No. 25. Accordingly, the Company
computes  compensation  cost  as  the  amount by which the intrinsic vale of the
Company's  common  stock  exceeds  the  exercise price on the date of grant. The
amount  of  compensation  cost,  if  any,  is charged to income over the vesting
period.

Property  and  Equipment

     Property  and  equipment  are  stated at cost. Expenditures for substantial
renewals  and  betterments  are  capitalized,  while repairs and maintenance are
charged  to  expense  as incurred. Assets are depreciated or amortized using the
straight-line  method  for  financial reporting purposes and accelerated methods
for  tax  purposes  over  their  estimated  useful lives.  Computer equipment is
depreciated over a useful life of three to five years.  Furniture is depreciated
over  a  seven  year  useful life. Leasehold improvements are amortized over the
term  of  the  lease.  In  1999  the  Company  capitalized  $3.3  million  in
implementation  costs  related  to  the  Company's  primary  information system.
Purchased  software  and  internal  software  development  costs  related to the
Company's  primary  information  system  are amortized over a seven year period.
Gains  or losses from disposals of property and equipment are reflected in other
expense.


                                  Page 19 of 59
<PAGE>
NEW  ACCOUNTING  PRONOUNCEMENTS

      In  April  2002,  the Financial Accounting Standards Board issued SFAS No.
145,  Rescission  of  FASB  Statements  No.  4,  44,  and  64, Amendment of FASB
Statement  No.  13,  and  Technical  Corrections  (SFAS  145).  This  statement
eliminates  the current requirement that gains and losses on debt extinguishment
must be classified as extraordinary items in the income statement. Instead, such
gains  and  losses  will  be  classified as extraordinary items only if they are
deemed  to  be  unusual  and  infrequent,  in  accordance  with the current GAAP
criteria  for  extraordinary classification. In addition, SFAS 145 eliminates an
inconsistency  in  lease  accounting  by requiring that modifications of capital
leases  that  result  in  reclassification  as operating leases be accounted for
consistent  with  sale-leaseback  accounting  rules. The statement also contains
other  nonsubstantive  corrections  to  authoritative accounting literature. The
changes  related  to  debt  extinguishment  will  be  effective for fiscal years
beginning  after  May 15, 2002, and the changes related to lease accounting will
be  effective  for  transactions  occurring after May 15, 2002. Adoption of this
standard  will  not  have  any  immediate  effect  on the Company's consolidated
financial  statements.  The  Company  will  apply  this  guidance prospectively.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or  Disposal  Activities  (SFAS 146), which addresses accounting for
restructuring  and  similar  costs.  SFAS  146  supersedes  previous  accounting
guidance,  principally  Emerging  Issues  Task Force (EITF) Issue No. 94-3.  The
Company  will  adopt  the  provisions  of  SFAS 146 for restructuring activities
initiated  after  December  31,  2002.  SFAS 146 requires that the liability for
costs  associated  with  an  exit  or  disposal  activity be recognized when the
liability  is  incurred.  Under  EITF No. 94-3, a liability for an exit cost was
recognized  at the date of a company's commitment to an exit plan. SFAS 146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly,  SFAS  146  may  affect  the  timing  of recognizing future
restructuring  costs  as  well  as  the  amount  recognized.

     In December 2002, the FASB issued SFAS No. 148,  Accounting for stock-Based
Compensation - Transition and Disclosure (SFAS 148), which amended SFAS No. 123,
Accounting  for  Stock-Based Compensation (SFAS 123).  The new standard provides
alternatiuve  methods  of  transition  for  a voluntary change to the fair velue
based method of accounting for stock-based employee compensation.  Additionally,
the  statement  amends  the  disclosure  requirements of SFAS No. 123 to require
prominent  disclosures  in the annual and interim financial financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of the method used on reported results.  This statement is effective for
financial  statements  for  fiscal  years  ending  after  December 15, 2002.  In
compliance  with  SFAS  No.  148,  DACG  has  elected  to continue to follow the
intrinsic  value  method in accounting for its stock-based employee compensation
arrangement  as  defined  by Accounting Principles Board Opinion ("APB") No. 25,
Accounting for Stock Issued to Employee, and has made the applicable disclosures
in  note  8  to  the  consolidated  financial  statements.


                                  Page 20 of 59
<PAGE>
RESULTS  OF  OPERATIONS

     The following table sets forth, for the periods indicated, income statement
data  expressed  as  a  percentage  of  revenue:

<TABLE>
<CAPTION>
                                       PERCENTAGE OF REVENUE
                                      ------------------------
                                      YEARS ENDED DECEMBER 31,
                                      ------------------------
                                       2000     2001     2002
                                      ------   ------   ------
<S>                                   <C>      <C>      <C>
Revenue. . . . . . . . . . . . . . .  100.0%   100.0%   100.0%
Cost of revenue. . . . . . . . . . .   66.7     57.7     59.9
                                      ------   ------   ------
Gross profit . . . . . . . . . . . .   33.3     42.3     40.1
Selling and marketing expense. . . .   16.0     11.4      9.9
Development expense. . . . . . . . .   11.8      2.5      0.7
General and administrative expense .   54.5     36.3     33.3
Amortization expense . . . . . . . .    2.4      2.1      2.4
Restructuring charge . . . . . . . .   15.0        -        -
                                      ------   ------   ------
Operating loss . . . . . . . . . . .  (66.4)   (10.0)    (6.2)
Other (expense) income, net. . . . .    0.0     (1.1)    (0.5)
                                      ------   ------   ------
Loss before taxes. . . . . . . . . .  (66.4)   (11.1)    (6.7)
Provision (benefit) for income taxes  (23.7)     8.8     24.4
                                      ------   ------   ------
Net loss . . . . . . . . . . . . . .  (42.7)%  (19.9)%  (31.1)%
                                      ======   ======   ======
</TABLE>

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     Revenue. Revenue decreased by $5.0 million, or 17.4%, from $28.7 million in
2001  to $23.7 million in 2002. The decrease was substantially attributable to a
decrease  in  demand  for services that began during the latter part of 1999 and
continued  throughout  2002,  as competition for fewer assignments grew. Revenue
from the Americas Division decreased by 25.9% from $5.4 million to $4.0 million;
revenue  from  the  EMEA Division decreased by 12.7% from $17.1 million to $15.0
million;  and  revenue from the Asia Pacific Division decreased by 23% from $6.1
million  to $4.7 million. Revenue included $1.3 million of product sales in 2002
compared to $0.9 million in 2001. The Company ended the year 2002 with 212 total
employees,  down  from  272  employees  at  the  beginning  of  the  year.

     Revenue  for  the  fouth  quarter of 2002 was $5.5 million. Revenue for the
first  quarter  of  2003  will fall short of expectations. Revenue for the first
quarter  of  2003  will  decline  approximately  8 to 10 percent from the fourth
quarter  of  2002.

     Gross  profit.   Gross  profit  decreased  by  $2.6 million, or 21.7%, from
$12.1  million  in  2001  to  $9.5  million in 2002, and decreased from 42.3% of
revenue  in  2001  to  40.1%  of  revenue  in  2002.  The  decrease is primarily
attributable  to  decreased  project  and  product  margin  and  lower  staff
utilization.

     Selling and marketing expense.   Selling and marketing expense decreased by
$1.0  million,  or 28.6%, from $3.3 million in 2001 to $2.3 million in 2002. The
decrease  is  the result of reduced salaries, incentive compensation and outside
marketing  services.  Sales  and  marketing staff total 23 persons at the end of
2002  and  2001.

     Development  expense.   Development  expense  decreased by $0.5 million, or
76.5%,  from  $0.7  million  in 2001 to $0.2 million in 2002.  Development costs
were  reduced  to their current levels in the middle of 2001 by the reduction of
staff.  Development  personnel  were  2  at  year  end  2001  and  2002.

     General  and  administrative  expense.   General and administrative expense
decreased  by $2.5 million, or 24.3%, from $10.4 million in 2001 to $7.9 million
in  2002.  The  decrease  in  expense  is  due  to  a  reduction  in  headcount,
professional  fees, travel and depreciation.  Administrative personnel have been
reduced  from  31  at  year  end  2001  to  28  at  year  end  2002.

     Restructuring  Charge.  During the year ended December 31, 2000 the Company
recorded  restructuring  charges  of  $4.7 million for termination pay and lease
abandonment.  No  restructuring  charge  was  recorded in 2002  or 2001.  During
2002 a $0.3 million charge to administrative expense was recorded for additional
lease  abandonment compared to a $0.8 million charge in 2001.   At  December 31,
2002,  the  Company  believes  that  the  remaining  provision  for  lease
abandonment  is  adequate  to  cover the future costs attributable to this plan.
At  December 31, 2002 an accrual of approximately  $1.1 million remained accrued
for future lease payments related  to  abandoned  leases.  No liability remained
for  termination  pay.  Payments charged to the reserve totaled $0.4 million for
lease  abandonment  during  2002.


                                  Page 21 of 59
<PAGE>
     Amortization expense.   Amortization expense decreased by $18,000, or 3.0%,
from  $592,000  in  2001  to  $574,000 in 2002, and increased as a percentage of
revenue  from  2.1%  in  2001 to 2.4% in 2002. Amortization decreased due to the
discontinued  amortization  of  goodwill.  Amortization  is  largely  due to the
amortization of internal development costs associated with the SAP system placed
in  service  in  July  1999.  These  costs  are  amortized  over  seven  years.

     Operating loss.   Operating loss decreased by $1.4 million or 48.7%, from a
loss  of  $2.9  million  in  2001  to  $1.5  million in 2002. Operating results,
exclusive  of  restructuring  charges,  increased lease abandonment reserves and
depreciation and amortization  were a $0.7 million profit in 2002 as compared to
a  $0.2  million  profit  in  2001.

<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                                       ------------------------
                                                             2001    2002
                                                            ------  ------
                                                            (in millions)
<S>                                                        <C>     <C>
Operating loss                                             $(2.9)  $(1.5)
Lease abandonment reserves                                   0.8     0.4
Depreciation and amortization                                2.3     1.8
                                                           ------  ------
Operating income before lease reserves,
depreciation and amortization                              $ 0.2   $ 0.7
                                                           ======  ======
</TABLE>

     Other  income  (expense), net.   Other income (expense), net decreased from
expense  of  $326,000  in  2001 to expense of $125,000 in 2002. Interest expense
decreased  from  $54,000  in  2001  to  interest  expense  of  $29,000  in 2002.

      Provision  for income taxes.   The increase in the Company's effective tax
rate  from  78.5%  in 2001 to an expense of 361.7% in 2002, relates primarily to
the  valuation  allowance recorded against deferred tax assets in 2001 and 2002.
At  December  31, 2002, the Company's deferred tax asset recorded on its balance
sheet  was  approximately  $1.0  million,  consisting  primarily  of  future tax
benefits  resulting  from net operating loss ("NOL") carryforwards.  At December
31,  2002,  the  Company established a $10.3 million valuation allowance against
deferred  tax  assets.  The  Company's  ability  to recognize the entire benefit
requires  that  the  Company achieve certain future earnings levels prior to the
expiration of the NOL carryforwards.  The Company expects to generate the future
earnings  necessary  to  utilize the NOL carryforwards through implementation of
reasonable  tax  planning  strategies  and projected future income.  The Company
could  be  required to record an additional valuation allowance for a portion or
entire  deferred  tax  asset  if  the  market  conditions deteriorate and future
earnings  are  below,  or  projected  to  be  below,  current  estimates.

     At  December  31, 2002, the Company had NOL carryforwards of $32.7 million.
Of  that amount, $3.8 million expires in 2006 to 2008 and  $24.9 million expires
in  2019,  2020  and 2021.  The remaining $4.0 million have no expiration.   The
Company  would  need  to  earn  $31.5 million income before taxes to recover all
deferred  tax  assets.

     Net  loss.   Net  loss was $7.4 million in 2002 compared to a loss of  $5.7
million  in 2001. The loss per share increased from $0.68 to $0.87 due to income
taxes  partially  offset  by  improved  operating  income.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     Revenue.   Revenue  decreased  by $2.3 million, or 7.5%, from $31.0 million
in 2000 to $28.7 million in 2001. The decrease was substantially attributable to
a  decrease in demand for services that began during the latter part of 1999 and
continued  throughout  2001, as competition for fewer assignments grew primarily
in  America.  Revenue  from  the Americas Division decreased by 54.5% from $11.8
million  to $5.4 million; revenue from the EMEA Division increased by 37.4% from
$12.5  million  to  $17.1  million;  and  revenue from the Asia Pacific Division
decreased  by 8.4% from $6.7 million to $6.1 million. The Company ended the 2001
period with 272 total employees, down from 336 employees at the beginning of the
period.

     Gross  profit.   Gross  profit  increased  by  $1.8 million, or 17.3%, from
$10.3  million  in  2000  to  $12.1 million in 2001, and increased from 33.3% of
revenue  in  2000  to  42.3%  of  revenue  in  2001.  The  increase is primarily
attributable  to  increased  bill  rates and increased recovery of travel costs.

     Selling and marketing expense.   Selling and marketing expense decreased by
$1.6  million,  or 33.7%, from $4.9 million in 2000 to $3.3 million in 2001. The
decrease  is  the  result  of  refocusing marketing efforts on a regional basis.
Sales  and marketing staff total 23 persons at the end of 2001 compared to 25 at
the  end  of  2000.

     Development  expense.   Development  expense  decreased by $3.0 million, or
80.9%,  from  $3.7  million  in 2000 to $0.7 million in 2001.  Development costs
during  the  year ended December 31, 2000 were due to professional fees incurred
for  the  development  of the Company's web-enabled learning management system -
Dynamic  IQ,  which was launched during the fourth quarter of 2000.  Development
personnel  decreased  from  18  at  year  end  2000  to  2  at  year  end  2001.


                                  Page 22 of 59
<PAGE>
     General  and  administrative  expense.   General and administrative expense
decreased by $6.5 million, or 38.3%, from $16.9 million in 2000 to $10.4 million
in  2001.  The  decrease in expense is due primarily to a reduction in headcount
in  the  areas  of  finance,  information  systems,  administration  and  human
resources.  Administrative  personnel have been reduced from 59 at year end 2000
to  31  at  year  end  2001.  In  addition,  facilities  costs  were  reduced by
consolidating  locations  during  the  year.

     Restructuring  Charge.  During the year ended December 31, 2000 the Company
recorded  restructuring  charges  of  4.7  million for termination pay and lease
abandonment.  No  restructuring charge was recorded in 2001.  During 2001 a $0.8
million  charge  to  administrative  expense  was  recorded for additional lease
abandonment.   At  December  31,  2001,  the  Company  believed  that  the
remaining  provision  for  lease  abandonment  was  adequate to cover the future
costs  attributable  to  this  plan.  At  December  31,  2001  an  accrual  of
approximately  $1.1  million remained accrued  for future lease payments related
to  abandoned  leases.  No liability remained for termination pay.  Payments for
termination  pay  charged  to  the reserve totaled $0.3 million and payments for
lease  abandonment  totaled  $1.1  million  during  2001.

     Amortization  expense.   Amortization  expense  decreased  by  $168,000, or
22.1%,  from $760,000 in 2000 to $592,000 in 2001, and decreased as a percentage
of  revenue from 2.4% in 2000 to 2.1% in 2001. Amortization decreased due to the
writeoff  of  leasehold  improvements.  Amortization  is  largely  due  to  the
amortization of internal development costs associated with the SAP system placed
in  service  in  July  1999.  These  costs  will  be amortized over a seven-year
period.

     Operating  loss. Operating loss decreased by $17.7 million or 86.1%, from a
loss  of  $20.6  million  in  2000  to  $2.9  million in 2001. Operating income,
exclusive  of  lease  reserves,  restructuring  charges,  depreciation  and
amortization, was $0.2 million in 2001 as compared to a loss of $12.9 million in
2000.

<TABLE>
<CAPTION>
                                                        YEARS ENDED DECEMBER 31,
                                                        ------------------------
                                                             2000     2001
                                                            -------  ------
                                                             (in millions)
<S>                                                         <C>      <C>
Operating loss                                              $(20.6)  $(2.9)
Lease abandonment reserves                                     2.4     0.8
Restructuring charges excluding lease charges                  2.3       -
Depreciation and amortization                                  3.0     2.3
                                                            -------  ------
Operating income (loss) before lease reserves,
restructuring charges, depreciation and amortization        $(12.9)  $ 0.2
                                                            =======  ======
</TABLE>

     Other  income  (expense), net.   Other income (expense), net decreased from
income  of  $25,000  in  2000  to  expense  of $326,000 in 2001. Interest income
decreased  from  $31,000  in 2000 to interest expense of $54,000 in 2001.  Other
expense  in  2001  includes  the  loss  on  sale and abandonment of fixed assets
totaling $157,000 compared to $123,000 in 2000.  Other income in 2000 included a
$100,000  gain  on  the  sale  of  a  small  business.

      Provision  for income taxes.   The increase in the Company's effective tax
rate  benefit  from  35.7%  in  2000  to  an  expense  of 78.5% in 2001, relates
primarily  to  the  valuation  allowance recorded against deferred tax assets in
2001.  At  December  31,  2001, the Company's deferred tax asset recorded on its
balance sheet was approximately $6.6 million, consisting primarily of future tax
benefits  resulting  from net operating loss ("NOL") carryforwards.  The Company
established a $4.0 million valuation allowance against deferred tax assets.  The
Company's  ability  to  recognize  the  entire benefit requires that the Company
achieve  certain  future  earnings  levels  prior  to  the expiration of the NOL
carryforwards.  The Company expects to generate the future earnings necessary to
utilize  the NOL carryforwards through implementation of reasonable tax planning
strategies and projected future income.  The Company could be required to record
an  additional valuation allowance for a portion or entire deferred tax asset if
the market conditions deteriorate and future earnings are below, or projected to
be  below,  current  estimates.

     At  December  31, 2001, the Company had NOL carryforwards of $31.3 million.
Of  that amount, $3.0 million expires in 2006 to 2008 and  $24.6 million expires
in  2019,  2020  and 2021.  The remaining $3.7 million have no expiration.

     Net  loss.   Net loss was $5.7 million in 2001 compared to a loss of  $13.2
million  in  2000. The loss per share decreased from $1.93 to $0.68 due both the
decrease  in  the net loss and the increase in the number of shares outstanding.

QUARTERLY  OPERATING  RESULTS

     The  Company's  unaudited  quarterly  operating results are included in the
notes  to  consolidated  financial  statements.


                                  Page 23 of 59
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     Since  its  inception, the Company has historically financed its operations
with cash flow from operations, supplemented by the issuance of common stock and
short-term  borrowings  under  revolving  line  of  credit  arrangements.

     The  Company's  cash and cash equivalents were $0.6 million at December 31,
2002,  compared  to  $0.4  million  at December 31, 2001.  The Company's working
capital  deficit  was  $1.3  million  at  December  31, 2002 compared to working
capital  deficit  of  $0.7  million  at  December  31,  2001.

     The  Company's  operating activities required cash of $0.2 million for year
ended  December  31, 2002, compared to  $1.5 million used in operations in 2001.
The  decrease  in cash used in operations primarily resulted from reduced pretax
operating  losses  offset  by  a  decrease  in  deferred  income  taxes  due  to
establishing  a  valuation  allowance  against  previously  recorded  income tax
benefits.  Accounts  receivable  reductions produced less cash in 2002 than 2001
and  payment  of  accounts  payable  required  less  cash  during  2002.

<TABLE>
<CAPTION>
LIQUIDITY DISCLOSURE
                                                       Payment Due by Fiscal Period
                                             --------------------------------------------------
                                              Total    2003    2004-2006  2007-2008  Thereafter
                                             -------  -------  ---------  ---------  ----------
<S>                                          <C>      <C>      <C>        <C>        <C>
Total debt, leases reserve                   $  526   $    -   $    396   $       -  $      130
Operating leases                              1,540      966        532          42           -
Operating leases included in long-term debt    (396)       -       (396)          -           -
Line of credit                                1,335        -      1,335           -           -
Additional lease liabilities                    141      141          -           -           -
                                             -------  -------  ---------  ---------  ----------
Total contractual obligations                $3,146   $ 1,107  $  1,867   $      42  $      130
</TABLE>

     Investing  activities  used  cash  of $9,000 in the year ended December 31,
2002,  compared  to  cash provided of $241,000 for the same period in 2001.  For
the  year  ended December 31, 2002, $30,000 was provided by the sale of property
compared  to $295,000 during 2001 and $39,000 was used to purchase new computers
compared  to  $54,000  during  2001  .

     Financing  activities provided $0.3 million for the year ended December 31,
2002  as a result of borrowing against a line of credit compared to $0.9 million
for  the  year  ended  December  31,  2001.

     The  Company  has an agreement with a bank, which provides for financing of
eligible  U.S.  accounts  receivable  under  a purchase and sale agreement.  The
maximum  funds  available under this agreement is $2.5 million.  At December 31,
2002,  the  Company  had  sold  no  receivables pursuant to this agreement.  The
Company has a credit facility from a bank  with  a  maximum  line  of  credit of
approximately  $1.2  million,  based on eligible  foreign  accounts  receivable.
At  December  31, 2002, the Company had borrowed $0.1 in excess of the facility.

     The  Company believes its current cash balances, receivable-based financing
and  cash provided by future operations will be sufficient to meet the Company's
working  capital and cash needs through 2003. However, there can be no assurance
that such sources of funds will be sufficient to meet these future expenses. The
Company  may  seek additional financing through a public or private placement of
equity.  The  Company's  need  for  additional  financing  will  be  principally
dependent  on the degree of market demand for the Company's services.  There can
be  no  assurance  that  the  Company will be able to obtain any such additional
financing  on  acceptable  terms,  if  at  all.

     The  Company  capitalizes software development costs beginning when product
technological  feasibility  is  established  and  concluding when the product is
ready  for  general  release.  At  such  time,  software  development  costs are
amortized  on  the  straight-line  basis  over  a  maximum of three years or the
expected  life of the product, whichever is less. During the year 2000 and 2001,
all  development  costs  for the companies web based learning management system,
Dynamic  IQ  were  expensed.  Research costs related to software development are
expensed  as  incurred.

      In  1999  the  Company  capitalized  $3.3  million of implementation costs
related to the Company's primary information system.  Such development costs are
amortized  over  a  seven  year  period.

        The  Company  is  subject  to market risk related to fluctuations in the
value  of  the  U.S.  dollar  compared  to  certain foreign currencies.  We have
subsidiaries  which  operate  in Canada, the United Kingdom, France, Germany and
Australia.  We  attempt  to  maintain  a  balance between assets and liabilities
denominated in foreign currencies.  The Company does not currently hedge against
currency  fluctuations.


                                  Page 24 of 59
<PAGE>
ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The Company from time to time holds short-term investments which consist of
variable  rate  municipal  debt  instruments.  The  Company  uses  a sensitivity
analysis  technique  to  evaluate the hypothetical effect that changes in market
interest  rates  may  have  on  the fair value of the Company's investments.  At
December  31,  2002  the  Company  did  not  hold  any  short-term  investments.

     We  are  subject  to  market  risk  exposure  related  to  foreign currency
fluctuations and interest rates on our credit facility. At December 31, 2002 our
outstanding  facility  was  $1.3  million.

ITEM  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  consolidated financial statements of the Company are included in Pages
33  through  58.

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

     A  change  in  independent  auditors from PricewaterhouseCoopers LLP to BDO
Seidman,  LLP  was reported in a Current Report on Form 8-K filed by the Company
on  February  5,  2002.


                                    PART III

ITEM  10. DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The names, ages and present positions of the directors and executive
officers of the Company as well as other relevant information are set forth
below:

                                                              Year in Which
                                                              -------------
                                                              First Became
                                                              -------------
Name                      Age      Position with Company        Director
------------------------  ---  -----------------------------  -------------
Virginia L. Pierpont      61   Chief Executive Officer and        1987
                               President

Malcolm G. Wright         46   Chief Operating Officer

Dennis C. Fairchild       53   Executive Vice President and       2001
                               Chief Financial Officer

Nigel W.E. Curlet         57   Director                           1996

Gunther E.A. Fritze       66   Director                           1996

B.K. Prasad               66   Chairman of the Board              2000

James R. Wilkinson        46   Director                           2002


     Virginia  L. Pierpont, age 61, founded the Company as a sole proprietorship
in  1984,  incorporated  the  business  in  1987,  and opened its United Kingdom
operation  in  1988. Ms. Pierpont was the Chief Executive Officer of the Company
from 1984 to 1993 and served as Chairman of the Board from December 1996 through
August  1998 and again from April 2000 to August 2001.   Ms. Pierpont is a Class
B  Director  whose  term  expires  at  the  2003  Annual  Meeting.


                                  Page 25 of 59
<PAGE>
     Malcolm  G.  Wright,  age  46,  joined  the  Company  in March 2000 as Vice
President  of  Europe  and,  in  February  2001, was promoted to Chief Operating
Officer.  Prior  to  joining  the  Company, Mr. Wright was with Equifax Plc from
November  1996  to  January  2000,  and  his  last position was as European & UK
Divisional  Director  of Commercial Information Services. He also spent 17 years
with  Dun  &  Bradstreet  and was Director of Multinational Development at Dun &
Bradstreet  Europe  from  December  1990  to  November  1996.

     Dennis  C. Fairchild, age 53, joined the Company in April 1999 as Executive
Vice  President and Chief Financial Officer and is primarily responsible for the
finance  and  administrative  functions  of  the  Company.  Prior to joining the
Company,  Mr. Fairchild provided consulting services from April 1998 to February
1999.  From  April 1997 to April 1998, Mr. Fairchild was Chief Financial Officer
at  National  Water  & Power. He served as Chief Financial Officer at AmeriQuest
Technologies  from January 1994 to April 1997 and at Southeast Frozen Foods from
March  1990  to January 1994. Mr. Fairchild received his B.A. from Mankato State
University.   Mr. Fairchild is a Class C Director whose term expires at the 2004
Annual  Meeting.

     Nigel  W.E.  Curlet,  age 57, has served as a director since December 1996.
Since 1976, he has been employed in various capacities by Shell Chemical Company
and  is  currently  its Manager-Global Supply Chain Best Practices. Mr. Curlet's
prior management roles at Shell were in its information technology, research and
development,  and  operations and strategic planning departments. He is a member
of  the Company's Audit, Compensation and Stock Option Committees. Mr. Curlet is
a  Class  A  director  whose  term  expires  at  the  2005  Annual  Meeting.

     Gunther  E.A. Fritze, age 66, has served as a director since December 1996.
Mr.  Fritze  is  retired.  From 1962 to 1999, Mr. Fritze was employed in various
capacities  by  Bank  of  Boston. Mr. Fritze's most recent position was Manager,
Finance  Companies.  Mr. Fritze is a member of the Company's Audit, Compensation
and Stock Option Committees. Mr. Fritze is a Class A Director whose term expires
at  the  2005  Annual  Meeting.

     B.K.  Prasad,  Ph.D.,  age 66, has served as a director since December 2000
and as the Chairman of the board of directors since August 2001.   Dr. Prasad, a
corporate  strategy and management consultant, has served as President and Chief
Executive Officer of Moon Macro Systems Inc since July 2002 and as a independent
Corporate  Strategy and Management Consultant from January 2002 until June 2002.
Dr.  Prasad  was  employed  as  a Director and Vice President by Comcraft Canada
Limited  from 1987 to December 2001, and by Comcraft Asia (Pte) Ltd from 1981 to
1987.  Prior  to  joining  Comcraft, Dr. Prasad served in various senior finance
and management positions in large industrial organizations.  Dr. Prasad holds an
LLB,  MBA,  FCMA,  FCA and CPA.  Dr. Prasad has been designated by Purse Holding
Limited ("Purse") to serve as a member of the board of directors pursuant to the
Securities  Purchase Agreement between DACG and Purse, dated August 2, 2000, and
approved  by  DACG's shareholders at a special meeting held on October 12, 2000,
under  which  Purse has the right to designate one director for so long as Purse
owns  at  least  25%  of the common stock that it purchased under the Securities
Purchase  Agreement.  Dr. Prasad is a Class C Director whose term expires at the
2004  Annual  Meeting.

     James  R.  Wilkinson,  age  46, is the founder of Capstone Funding Ltd., an
investment  company  started  in  1990,  and  of The Strategic CFO, a consulting
company  started  in  1998 where Mr. Wilkinson devotes the majority of his time.
Prior  to  establishing  these  two  entities,  Mr.  Wilkinson  served  in
executive-level positions in real estate and accounting firms.  Mr. Wilkinson is
a  CPA and a graduate of Texas A&M University.  Mr. Wilkinson is a member of the
audit  committee,  compensation  committee  and  a  Class  B Director whose term
expires  at  the  2003  Annual  Meeting.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and  Exchange  Commission  ("SEC")  initial  reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Officers,  directors  and  greater than ten-percent shareholders are required by
SEC  regulation  to  furnish  the Company with copies of all Section 16(a) forms
they  file.

     To  the  Company's  knowledge, based solely on review of the copies of such
reports  furnished  to  the  Company  and  written representations that no other
reports  were  required,  during  the  fiscal  year ended December 31, 2002, all
Section  16(a)  filing  requirements  applicable  to  the  Company's  officers,
directors  and  greater  than  ten-percent  beneficial  owners  were  complied.

ITEM  11.  EXECUTIVE  COMPENSATION

CASH AND NON-CASH COMPENSATION PAID TO CERTAIN EXECUTIVE OFFICERS


                                  Page 26 of 59
<PAGE>
     The  following  table  sets forth, with respect to services rendered during
fiscal  years  2002,  2001  and  2000,  the  total  compensation  earned by each
individual  who  served  as  the Company's Chief Executive Officer during fiscal
year  2002  and  the  most highly compensated executive officers, other than the
Chief  Executive  Officer,  who were serving as executive officers at the end of
fiscal  year  2002  and  whose  total  annual salary and bonus exceeded $100,000
during  2002:

<TABLE>
<CAPTION>
                                             SUMMARY COMPENSATION TABLE

                                                                                  LONG  TERM
                                                                                 COMPENSATION
                                                                                 ------------
                                                YEAR    ANNUAL COMPENSATION (1)     AWARDS
                                                ----    -----------------------     ------

                                                                                  SECURITIES
                                                                                  UNDERLYING         ALL OTHER
NAME AND PRINCIPAL POSITION                             SALARY($) (2)   BONUS($)  OPTIONS (#)  COMPENSATION ($) (3)
---------------------------                             -------------  ---------  -----------  ---------------------
<S>                                             <C>     <C>            <C>        <C>          <C>
Virginia L. Pierpont (4)                        2002    $     179,020     26,008       50,000
    President and Chief Executive Officer       2001    $     112,500        ---      100,000              ---
                                                2000    $     103,125        ---          ---              ---

Dennis C. Fairchild (5)                         2002    $     223,117     38,145       50,000  $        21,483 (7)
    Executive Vice President - Finance and      2001    $     220,000        ---      270,000  $        18,275
    Administration, Chief Financial Officer     2000    $     189,847  $  92,000       40,000  $        17,092

Malcolm G. Wright (6)                           2002    $     265,931     41,093       50,000  $        30,832 (8)
     Chief Operating Officer                    2001    $     213,693        ---      300,000  $        23,902
                                                2000    $     147,764  $  73,237       33,000  $        19,327
<FN>
(1) All figures converted to U.S. dollars based upon the exchange rate at the
end of the applicable fiscal year.

(2) Salary includes amounts deferred, if any, pursuant to the Company's 401(k)
plan.

(3) Amounts include compensation expense attributed to employee stock awards,
employer 401(k) contributions and Company perquisites.

(4) Ms. Pierpont receives $150,000 annually, beginning May 1, 2000, under her
employment agreement for her service as Chairman of the Board of Directors and
later as President and Chief Executive Officer.  Ms. Pierpont voluntarily
deferred $37,500 of her compensation during 2001 of which all was repaid in
2002.  The 2002 bonus is payable when determined by the Board of Directors.

(5) Mr. Fairchild was elected as an Executive Vice President and the Chief
Financial Officer of the Company on April 14, 1999 at a base annual salary of
$175,000. His base salary increased to $220,000 effective November 1, 2000.
Effective June 6, 2002 Mr. Fairchild base salary was increased to $226,800.
The 2002 bonus is payable when determined by the Board of Directors.

(6) Mr. Wright joined the Company on March 21 , 2000 as Vice President of Europe
at a base salary of  $169,750 and was elected as the Company's Chief Operating
officer effective February 6, 2001 at a base salary of $213,693.  Effective June
6, 2002 Mr. Wright base salary was increased to 157,500 Pounds.  The 2002 bonus
is payable when determined by the Board of Directors.

(7)  Represents $14,400 in car allowance and $5,500 in employer 401(k)
contributions and $1,583 in life insurance.

(8)  Represents $17,292 in car allowance and $11,927 in employer pension
contributions and $1,613 in private medical insurance.
</TABLE>


                                  Page 27 of 59
<PAGE>
STOCK OPTIONS GRANTED TO CERTAIN EXECUTIVE OFFICERS DURING LAST FISCAL YEAR

     Under the 1997 Stock Option Plan, options to purchase Common Stock are
available for grant to directors, officers and other key employees of the
Company. The following table sets forth certain information regarding options
for the purchase of Common Stock that were awarded to the named executive
officers during fiscal year 2002.

<TABLE>
<CAPTION>
                                         OPTION GRANTS IN LAST FISCAL YEAR

                         Number of
                        Securities      Percent of Total                                    Potential Realizable Gain
                        Underlying     Options Granted to   Exercise or                     at Assumed  Annual Rates
                          Options         Employees in       Base Price     Expiration  of Stock Appreciation for Option
Name                  Granted (#) (1)   Last Fiscal Year     ($/Sh) (2)        Date                   Terms
--------------------  ---------------  -------------------  ------------  --------------      Compounded Annually
                                                                                          --------------------------
                                                                                             5% ($)        10% ($)
                                                                                          -------------  -----------
<S>                   <C>              <C>                  <C>           <C>             <C>            <C>
Virginia L. Pierpont      50,000 (3)             11%             0.17        11/20/2012        $ 5,346      $ 13,547

Dennis Fairchild          50,000 (3)             11%             0.17        11/20/2012        $ 5,346      $ 13,547

Malcolm G. Wright         50,000 (3)             11%             0.17        11/20/2012        $ 5,346      $ 13,547
<FN>
(1)  Unless  otherwise, noted, all options vest in one-third installments on the
second,  third,  and  fourth  anniversaries  of  the  date  of  grant.

(2)  The exercise price equaled the fair market value of a share of Common Stock
on the date of grant as determined by the Board of Directors. The exercise price
is payable in cash or by delivery of shares of Common Stock having a fair market
value  equal  to  the  exercise  price  of  the  options  exercised.

(3)  The  options  vest  in  one-third installments beginning November 20, 2003.
</TABLE>

STOCK OPTIONS EXERCISED BY NAMED EXECUTIVE OFFICERS DURING FISCAL YEAR 2002 AND
HELD BY NAMED EXECUTIVE OFFICERS AT DECEMBER 31, 2002

     No  options  granted  by  the Company were exercised by the named executive
officers  during  2002.  The  following  table  sets  forth  certain information
regarding  options  for the purchase of Common Stock that were held by the named
executive  officers.

<TABLE>
<CAPTION>
                                AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR
                                        AND FISCAL YEAR-END OPTION VALUES

                                                Number of Securities Underlying  Value of Unexercised In-the-Money
                         Shares                  Unexercised Options at FY-End          Options at FY-End
                      Acquired on      Value     -----------------------------          -----------------
Name                  Exercise (#)  Realized($)               (#)                            ($) (1)
--------------------  ------------  -----------               ---                            -------
                                                  Exercisable    Unexercisable     Exercisable    Unexercisable
                                                 --------------  --------------  ---------------  --------------
<S>                   <C>           <C>           <C>            <C>             <C>              <C>
Virginia L. Pierpont           ---          ---          34,358         116,667             ---            ---
Dennis C. Fairchild            ---          ---         260,749         130,001             ---            ---
Malcolm G. Wright              ---          ---         231,000         152,000
<FN>
(1) Based on $0.16 per share, the closing price of the Common Stock, as reported
by the Nasdaq National Market, on December 31, 2002.
</TABLE>

COMPENSATION OF DIRECTORS

     The  Company  pays each non-employee director an annual retainer of $12,500
and  awards  non-employee directors an option to purchase shares of Common Stock
pursuant  to  the  Company's  1997  Stock Option Plan.  The number of options is
determined  by  dividing  $10,000  by the fair market value of a share of Common
Stock on the date of the Company's Annual Meeting. Due to the low stock price at
the  time  of  the  annual  meeting  in 2002 the formula was waived.  Options to
purchase  30,000  shares  were issued to each non-employee director. The Company
also reimburses directors for travel expenses incurred on behalf of the Company.
The  Company  pays  directors fees on a quarterly basis.  Directors fees for the
third  and  fourth  quarters  of  fiscal  year  2001  were  paid  in  2002.


                                  Page 28 of 59
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS

     The  Company  entered  into  an  employment  agreement  with  Ms. Pierpont,
effective  April  4,  2000.  Pursuant  to her employment agreement, Ms. Pierpont
received $150,000 per year and reimbursement for her expenses incurred on behalf
of  the Company, beginning May 1, 2000, to serve as the Chairman of the Board of
Directors.  Effective  August,  2001,  Ms.  Pierpont  resigned  her  position as
Chairman  of  the  Board  and became President and Chief Executive Officer at an
annual  salary of $150,000.  Ms. Pierpont's salary may be increased by the Board
upon  its  annual  review  at  the beginning of each calendar year. Ms. Pierpont
serves  at  the  Board's  discretion,  and,  if  terminated by the Board, she is
entitled  to  receive  her  salary  for  90  days  after  she receives notice of
termination.  If  Ms.  Pierpont  is  terminated  within  180 days of a change of
control of the Company, she is entitled to receive her salary for 180 days after
she receives notice of termination. Ms. Pierpont's employment agreement contains
a  non-compete  covenant that is in effect during the term of her employment and
for  18  months  following  her  termination.

     The  Company  entered  into  an  employment  agreement with Mr. Wright, the
Company's  Chief  Operating  Officer,  dated  February  6, 2001. Pursuant to his
employment  agreement, Mr. Wright was entitled to receive an initial base salary
of  (British  pounds) 150,000 per year or such other rate as is shown on his pay
slip, subject to annual review, and the Company matches his contributions to his
personal  pension  up to five percent of his total pay. The annualized salary of
Mr.  Wright  for  2001  is  $216,000.  Each  of  the  Company and Mr. Wright may
terminate  the  employment  contract  on six months prior notice in writing. Mr.
Wright's  employment agreement contains a non-compete covenant that is in effect
during  the term of his employment and for six months following his termination.

     Prior  to  his  appointment  as Chief Operating Officer of the Company, Mr.
Wright  entered  into a change in control separation agreement with the Company,
effective  September  30,  1999,  the  initial  term of which was two years. The
Company  may,  in its sole discretion, extend, terminate or modify the agreement
within  60  days from and after its expiration and, if it takes no action within
60  days  after  expiration of the term, the agreement is automatically extended
for  an additional two years. Also, the agreement remains in force for two years
after  any  change in control of the Company, as defined in the agreement. Under
the  agreement, if Mr. Wright is involuntarily terminated within two years after
a  change  in  control  of  the  Company, he is entitled to (i) (British pounds)
117,000  as a lump sum in cash, (ii) a lump sum in cash equal to the cost of his
benefits  for two years, (iii) out-placement services in connection with finding
new  employment and (iv) the right to immediately exercise all outstanding stock
options  granted  to  him  by  the  Company.

     The  Company entered into a change in control separation agreement with Mr.
Fairchild,  the Company's Chief Financial Officer, effective September 30, 1999,
the  initial  term  of  which  was  two  years.  The  Company  may,  in its sole
discretion,  extend,  terminate  or modify the agreement within 60 days from and
after  its expiration and, if it takes no action within 60 days after expiration
of  the  term,  the  agreement  is  automatically extended for an additional two
years.  Also,  the  agreement remains in force for two years after any change in
control of the Company, as defined in the agreement. Under the agreement, if Mr.
Fairchild is involuntarily terminated within two years after a change in control
of  the  Company,  he  is entitled to (i) $243,250 as a lump sum in cash, (ii) a
lump  sum  in  cash  equal  to  the  cost  of  his benefits for two years, (iii)
out-placement  services  in  connection with finding new employment and (iv) the
right  to  immediately  exercise all outstanding stock options granted to him by
the  Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Ms.  Pierpont served as a member of the Company's Compensation Committee in
2002  and  also  served  as the Chairman of the Board of Directors until August,
2001,  and  as  President  and  Chief Executive Officer thereafter for which she
receives  a  salary  of  $150,000  annually  and  reimbursement for her expenses
incurred  on  behalf  of  the  Company.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  information  set  forth in Part II, Item 5 of this Form 10-K under the
caption  "Securities Authorized for Issuance Under Equity Compensation Plans" is
hereby  incorporated  by  reference  into  this  Item  12.

     The  following  table  sets  forth  information, as of March 30, 2003, with
respect  to the beneficial ownership of shares of Common Stock of the Company by
each  person who is known to the Company to be the beneficial owner of more than
five  percent  of  the outstanding Common Stock, by each director or nominee for
director,  by  each  of  the  named executive officers, and by all directors and
executive  officers  as  a  group.


                                  Page 29 of 59
<PAGE>
<TABLE>
<CAPTION>
                                                    Amount and Nature of    Percent of Voting
Name and Address of Beneficial Owner              Beneficial Ownership (1)      Power
------------------------------------------------  ------------------------  -----------------
<S>                                               <C>                       <C>
EXECUTIVE OFFICERS AND DIRECTORS (2)
Virginia L. Pierpont (3)                                           653,201               7.8%
Dennis C. Fairchild (4)                                            270,249               3.1%
Malcolm G. Wright (5)                                              248,666               2.9%
Nigel W.E. Curlet (6)                                               94,871               1.1%
Gunther E.A. Fritze (7)                                            111,191               1.3%
B.K. Prasad (8)                                                     63,333               0.7%
James R. Wilkinson (9)                                              55,000               0.7%
OTHER SHAREHOLDERS
Worcester Discretionary Trust  (10)                                631,092               7.5%
Woodbourne Discretionary Trust  (10)                               629,034               7.5%
Dimensional Fund Advisors, Inc. (11)                               477,200               5.7%
John Andrew Cowan (11)                                           1,260,126              15.0%
Roger Geoffrey Barrs (12)                                        1,260,126              15.0%
Purse Holding Limited (13)                                       5,000,000              43.8%
All directors and executive officers as a group                  1,496,511              16.2%
    (7 persons)
<FN>
* Less than 1%

(1)  Each beneficial owner's percentage ownership is determined by assuming that
options  that  are  held by such person (but not those held by any other person)
and  that  are exercisable within 60 days of March 30, 2003 have been exercised.
Options  that  are  not  exercisable  within 60 days of March 31, 2003 have been
excluded.  Unless  otherwise, noted, the Company believes that all persons named
in  the  above  table  have sole voting and investment power with respect to all
shares  of  Common  Stock  beneficially  owned  by  them.

(2)  Unless  indicated otherwise, the address of each of these people is: c/o DA
Consulting  Group,  Inc.,  5847  San  Felipe, Suite 1100, Houston, Texas  77057.

(3)  Includes  (i)  370,000  shares  owned  by  Ms.  Pierpont's spouse, Nicholas
Marriner,  the  former  President and Chief Executive Officer of the Company and
Chairman  of  the  Board of Directors, (ii) 8,400 shares held by Ms. Pierpont as
custodian  for  three  minors, and (iii) 34,358 shares that may be acquired upon
exercise  of  stock  options. Ms. Pierpont disclaims beneficial ownership of the
shares  owned  by  her  spouse  and  held  as  custodian  for  three  minors.

(4)  Includes  260,749  shares  that  may  be  acquired  upon  exercise of stock
options.

(5)  Includes  248,666  shares  that  may  be  acquired  upon  exercise of stock
options.

(6) Represents (i) 11,130 shares owned by Mr. Curlet's spouse, (ii) 1,450 shares
owned by Mr. Curlet's son, and (iii) 82,291 shares that may be acquired upon the
exercise  of  stock  options.

(7)  Includes 82,291 shares that may be acquired upon exercise of stock options.

(8)  Includes 63,333 shares that may be acquired upon exercise of stock options.

(9)  Includes 30,000 shares that may be acquired upon exercise of stock options.

(10)  Messrs.  John Andrew Cowan and Roger Geoffrey Barrs are the co-trustees of
the trust. The trustees have the power to appoint all or any part of the capital
and  income  of  the  trust to one or more of the beneficiaries described in the
trust  deed  and in such names and proportions and at such time as such trustees
shall in their discretion determine. The address of this stockholder is: Victory
House,  7th  Floor,  Prospect Hill, Douglas, Isle of Man, British Isle, IM1 1EQ.

(11)  Information with respect to the ownership of this stockholder was obtained
from  Schedule  13G  filed  February  10, 2003, with the Securities and Exchange
Commission.  The  address  of  this  stockholder is: 1299 Ocean Avenue, Eleventh
Floor,  Santa  Monica,  CA  90401.


                                  Page 30 of 59
<PAGE>
(12)  Represents  (i) 631,092 shares held by such stockholder as a co-trustee of
the  Worcester  Discretionary  Trust  and  (ii)  629,034  shares  held  by  such
stockholder  as  co-trustee  of  the  Woodbourne  Discretionary  Trust.  Such
stockholder disclaims beneficial ownership of the shares held by the trusts. The
address  of  this  stockholder  is:  Victory  House,  7th  Floor, Prospect Hill,
Douglas,  Isle  of  Man,  British  Isle,  IM1  1EQ.

(13)  Includes  3,000,000  shares  that may be acquired by Purse Holding Limited
("Purse")  upon exercise of a warrant, exercisable until October 16, 2003. Purse
is  a  British  Virgin  Islands limited company. Chanderia Charitable Foundation
1982  No.  5  ("Foundation")  is  the  sole  shareholder of Purse. R&H Trust Co.
(Bermuda)  Limited  ("Trust") is the Trustee of Foundation. John David Boden and
Paul  Barrington  Hubbard  are  the joint owners of Trust. Mr. Boden is also the
President  and a Director of Trust. Mr. Hubbard is also the Vice-President and a
Director  of  Trust and the settlor of Foundation. Purse, Foundation, Trust, and
Messrs. Boden and Hubbard have the shared power to vote or to direct the vote of
or  to  dispose  or  direct  the  disposition  of  the  shares  of Common Stock.
Foundation,  Trust,  and Messrs. Boden and Hubbard disclaim beneficial ownership
of  the  5,000,000  shares  of  Common  Stock.  The  address  of  Purse  is:

Altstetterstrasse  126, P.O. Box 1705, CH-8048, Zurich, Switzerland. The address
of  Foundation,  Trust  and  Messrs.  Boden  and  Hubbard  is:  Corner House, 20
Parliament  Street,  Hamilton  HM 12, Bermuda. Information with respect to these
stockholders  was  obtained  from  Schedule  13D  filed  March 16, 2001 with the
Securities  and  Exchange  Commission.
</TABLE>

WARRANTS TO PURCHASE COMMON STOCK

     On  October  16,  2000,  the  Company consummated the sale to Purse Holding
Limited,  a  British  Virgin  Islands  limited company ("Purse"), of two million
shares  of  the Company's Common Stock for $4.8 million and warrants to purchase
up  to three million shares of the Company's Common Stock. The sale was effected
pursuant  to  a Securities Purchase Agreement, dated August 2, 2000, between the
Company  and  Purse.  In  accordance  with  the terms of the Securities Purchase
Agreement,  the Company issued (i) two million shares of Common Stock at a price
of  $2.40  per  share  and  (ii)  warrants to purchase (a) two million shares of
Common  Stock,  exercisable  until October 16, 2003, at the greater of $3.00 per
share  or 85% of the market price per share of the Company's Common Stock at the
time  of  exercise,  and (b) one million shares of Common Stock, exercisable for
the  period  of time after January 1, 2002, and until October 16, 2003, at $3.00
per  share.  As  of April 30, 2001, there were 8,418,604 shares of the Company's
Common  Stock  outstanding. Therefore, if Purse exercised the warrants, it would
own  44% of the outstanding shares of Common Stock, assuming there were no other
changes  in  the  number  of  shares  outstanding.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Not Applicable.

ITEM 14.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

     The Company maintains controls and procedures designed to ensure that it is
able  to  collect  the  information it is required to disclose in the reports it
files  with  the  SEC,  and  to process, summarize and disclose this information
within  the time periods specified in the rules of the SEC.  The Company's Chief
Executive  and  Chief  Financial  Officers  are responsible for establishing and
maintaining these procedures, and, as required by the rules of the SEC, evaluate
their  effectiveness.  Based  on  their  evaluation  of the Company's disclosure
controls  and  procedures  which  took  place as of a date within 90 days of the
filing  date  of  this  report, the Chief Executive and Chief Financial Officers
believe  that  these procedures are effective to ensure that the Company is able
to  collect,  process and disclose the information it is required to disclose in
the  reports  it  files  with  the  SEC  within  the  required  time  periods.

INTERNAL  CONTROLS

     The  Company  maintains  a  system of internal controls designed to provide
reasonable  assurance  that:  transactions  are  executed  in  accordance  with
management's  general  or  specific  authorization; transactions are recorded as
necessary  (1)  to permit preparation of financial statements in conformity with
generally accepted accounting principles, and (2) to maintain accountability for
assets;  access  to  assets  is  permitted  only in accordance with management's
general or specific authorization; and the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is  taken  with  respect  to  any  differences.


                                  Page 31 of 59
<PAGE>
     Since  the  date  of  the  most recent evaluation of the Company's internal
controls by the Chief Executive and Chief Financial Officers, there have been no
significant  changes  in  such  controls  or  in  other  factors that could have
significantly  affected  those  controls,  including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


                                     PART IV

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

     (a)     Documents  filed  as  a  part  of  this  Report.

     1.   The following financial statements of the Company and the related
          reports of independent accountants are filed herewith:

<TABLE>
<CAPTION>
                                                                                            Page
                                                                                           ------
                                                                                           Number
                                                                                           ------
<S>                                                                                        <C>
Reports of Independent Certified Public Accountants                                            37
Consolidated Financial Statements:
  Balance Sheets at December 31, 2001 and 2002                                                 39
  Statements of Operations for the years ended December 31, 2000, 2001, and 2002               40
  Statements of Shareholders' Equity for the years ended December 31, 2000, 2001 and 2002      41
  Statements of Cash Flows for the years ended December 31, 2000, 2001 and 2002                42
  Notes to Consolidated Financial Statements                                                   43
</TABLE>

     2.   Schedules for which provisions were made in accordance with applicable
          accounting regulations of the Securities and Exchange Commission are
          inapplicable and therefore have been omitted.

(b) Reports on Form 8-K.

     None


                                  Page 32 of 59
<PAGE>
(c)  Exhibits

EXHIBIT NO.               DESCRIPTION
-----------               -----------
      3.1*    - Amended and Restated Articles of Incorporation of the Company
                (incorporated by reference to the Company's Form S-1/A filed
                April 20, 1998).
      3.2*    - Bylaws of the Company, amended on August 6, 1999 (incorporated
                by reference to the Company's Form 10-Q filed November 15,
                1999).
      4.1*    - Specimen Stock Certificate (incorporated by reference to the
                Company's Form S-1/A filed April 20, 1998).
     10.1* +  - Amended and Restated 1997 Stock Option Plan (incorporated by
                reference to the Company's Form 10-K filed March 30, 2000).+
     10.2*    - Securities Purchase Agreement dated August 2, 2000 between the
                Company and Purse Holding Limited (incorporated by reference
                to Annex I to the Company's Definitive Proxy Statement filed
                September 11, 2000).
     10.3* +  - Change in Control Agreement between Dennis C. Fairchild and the
                Company dated September 30, 1999 (incorporated by reference to
                the Company's Form 10-Q filed November 13, 1999).+
     10.4* +  - Change in Control Agreement between Malcolm Wright and the
                Company dated April 10, 2000. (incorporated by reference to the
                Company's Form 10-K filed April 2, 2001). +
     10.5* +  - Conditions of Employment Agreement between Malcolm Wright and DA
                Consulting Services Limited dated February 6, 2001.
                (incorporated by reference to the Company's Form 10-K/A filed
                April 30, 2001). +
     10.6* +  - Employment Agreement between the Company and Virginia L.
                Pierpont dated October 12, 2000. (incorporated by reference to
                the Company's Form 10-K/A filed April 30, 2001). +
     21.1     - Subsidiaries of the Company. (incorporated by reference to the
                Company's Form 10-K/A filed April 30, 2001).
     23.1     - Consent of BDO Seidman, LLP.
     23.2     - Consent of PricewaterhouseCoopers LLP.
     99.1     - Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
                Virginia L. Pierpont, President and Chief Executive Officer.
     99.2     - Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
                Dennis C. Fairchild, Chief Financial Officer.

+ Management contract or compensatory benefit plan or arrangement.
* Incorporated by reference.


                                  Page 33 of 59
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on March 31, 2003.

                                        DA Consulting Group, Inc.
                                             (Registrant)

                                   By:  /s/ Virginia L. Pierpont
                                        ------------------------
                                        Virginia L. Pierpont
                                        President and Chief Executive Officer

                                   By:  /s/ Dennis C. Fairchild
                                        -----------------------
                                        Dennis C. Fairchild
                                        Chief Financial Officer, Executive Vice
                                        President, Secretary and Treasurer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on  March 31, 2003.

<TABLE>
<CAPTION>
       SIGNATURE                                     TITLE
------------------------  -------------------------------------------------------------
<S>                       <C>
/s/ VIRGINIA L. PIERPONT  Chief Executive Officer and President (Principal Executive
------------------------  Officer)
Virginia L. Pierpont

/s/ DENNIS C. FAIRCHILD   Chief Financial Officer, Executive Vice President, Secretary
------------------------  and Treasurer (Principal Financial and Accounting Officer)
Dennis C. Fairchild

/s/ NIGEL W.E. CURLET     Director
------------------------
Nigel W.E. Curlet

/s/ GUNTHER E. A. FRITZE  Director
------------------------
Gunther E. A. Fritze

/s/ B.K. PRASAD           Director and Chairman
------------------------
B.K. Prasad

/s/ JAMES R. WILKINSON    Director
------------------------
James R. Wilkinson
</TABLE>


                                  Page 34 of 59
<PAGE>
          CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Virginia L. Pierpont, Chief Executive Officer of DA Consulting Group,
Inc., certify that:

1.     I have reviewed this annual report on Form 10-K of DA Consulting Group,
Inc.;

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

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

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

     a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     b)     evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

     c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

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

     a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b)     any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

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


Date:  March 31, 2003                /s/  Virginia L. Pierpont
                                          Virginia L. Pierpont
                                          Chief Executive Officer


                                  Page 35 of 59
<PAGE>
          CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT
                TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Dennis C. Fairchild, Chief Financial Officer of DA Consulting Group,
Inc., certify that:

1.     I have reviewed this annual report on Form 10-K of DA Consulting Group,
Inc.;

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

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

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

     a)     designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     b)     evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

     c)     presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

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

     a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b)     any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

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


Date:  March 31, 2003              /s/ Dennis C. Fairchild
                                       Dennis C. Fairchild
                                       Chief  Financial  Officer


                                  Page 36 of 59
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
DA Consulting Group, Inc.:

     We  have  audited  the  accompanying  consolidated  balance  sheets  of  DA
Consulting  Group,  Inc.  as  of  December  31,  2001  and  2002 and the related
consolidated statements of operations,  shareholders' equity, and cash flows for
the years then ended.   These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

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

     In  our  opinion,  the  consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
DA  Consulting Group, Inc. at December 31, 2001 and 2002, and the results of its
operations  and  its  cash  flows  for  the  years then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

/s/BDO Seidman, LLP

Houston, Texas
March 21, 2003


                                  Page 37 of 59
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
DA Consulting Group, Inc.

     In  our  opinion,  the  consolidated  statement of operations, shareholders
equity and cash flows for the year ended December 31, 2000 appearing on pages 40
through  42  of  DA  Consulting  Group,  Inc. Annual Report on Form 10-K present
fairly, in all material respects, the results of operations and cash flows of DA
Consulting Group, Inc. and subsidiaries for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.  These  financial  statements  are  the responsibility of the Company's
management;  our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit. We conducted our audit of these statements in
accordance  with  auditing  standards generally accepted in the United States of
America,  which  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,  assessing  the
accounting  principles  used  and  significant estimates made by management, and
evaluating  the  overall  financial  statement presentation. We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

PricewaterhouseCoopers LLP

Houston, Texas
March 19, 2001


                                  Page 38 of 59
<PAGE>
<TABLE>
<CAPTION>
                                         DA CONSULTING GROUP, INC.
                                        CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                                                            DECEMBER 31,
                                                                                         --------------------
                                                                                           2001       2002
                                                                                         ---------  ---------
<S>                                                                                      <C>        <C>
                                            ASSETS
                                            ------
Current Assets:
 Cash and cash equivalents                                                               $    373   $    576
 Accounts receivable, net                                                                   4,053      3,615
 Unbilled revenue                                                                              38         50
 Deferred tax asset                                                                           629        160
 Prepaid expenses and other current assets                                                    352        255
     Total current assets                                                                   5,445      4,656
                                                                                         ---------  ---------
 Property and equipment, net                                                                5,394      3,670
 Other assets                                                                                 177        204
 Deferred tax asset                                                                         5,990        840
 Goodwill, net                                                                                206        206
                                                                                         ---------  ---------
     Total assets                                                                        $ 17,212   $  9,576
                                                                                         =========  =========

                           LIABILITIES AND SHAREHOLDERS' EQUITY
                           ------------------------------------
Current Liabilities:
 Revolving line of credit                                                                $  1,077   $  1,335
 Accounts payable                                                                           1,759      1,268
 Accrued expenses                                                                           3,272      3,319
                                                                                         ---------  ---------
     Total current liabilities                                                              6,108      5,922
                                                                                         ---------  ---------
Lease abandonment liabilities                                                                 801        526
                                                                                         ---------  ---------
Commitments and contingencies (Notes 10 and 11)

Shareholders' equity:
 Preferred stock, $0.01 par value: 10,000,000 shares authorized                                 -          -
 Common stock, $0.01 par value: 40,000,000 shares authorized; 8,571,777 shares
 issued and 8,418,604 shares outstanding                                                       85         85
 Additional paid-in capital                                                                34,039     34,039
 Accumulated deficit                                                                      (20,782)   (28,145)
 Accumulated other comprehensive loss                                                      (1,517)    (1,329)
 Treasury stock, at cost: 153,173 shares                                                   (1,522)    (1,522)
                                                                                         ---------  ---------
     Total shareholders' equity                                                            10,303      3,128
                                                                                         ---------  ---------
       Total liabilities and shareholders' equity                                        $ 17,212   $  9,576
                                                                                         =========  =========
</TABLE>

     The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                  Page 39 of 59
<PAGE>
<TABLE>
<CAPTION>
                            DA CONSULTING GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                              YEARS ENDED DECEMBER 31,
                                            ----------------------------
                                              2000       2001      2002
                                            ---------  --------  --------
<S>                                         <C>        <C>       <C>
Revenue                                     $ 30,989   $28,654   $23,671
Cost of revenue                               20,656    16,536    14,184
                                            ---------  --------  --------

  Gross profit                                10,333    12,118     9,487
Selling and marketing expense                  4,945     3,280     2,342
Development expense                            3,667       702       165
General and administrative expense            16,884    10,411     7,876
Amortization expense                             760       592       574
Restructuring charge                           4,666         -         -
                                            ---------  --------  --------

  Operating loss                             (20,589)   (2,867)   (1,470)
                                            ---------  --------  --------
Interest income (expense), net                    31       (54)      (29)
Other expense, net                                (6)     (272)      (96)
                                            ---------  --------  --------
 Total other income (expense), net                25      (326)     (125)
                                            ---------  --------  --------
 Loss before provision for income taxes      (20,564)   (3,193)   (1,595)
                                            ---------  --------  --------
Provision for income taxes:
 Deferred provision (benefit)                 (7,347)    2,507     5,768
                                            ---------  --------  --------
     Provision (benefit) for income taxes     (7,347)    2,507     5,768
                                            ---------  --------  --------
     Net loss                               $(13,217)  $(5,700)  $(7,363)
                                            =========  ========  ========
Basic and diluted loss per share            $  (1.93)  $ (0.68)  $ (0.87)
Weighted average shares outstanding            6,841     8,419     8,419
</TABLE>

     The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                  Page 40 of 59
<PAGE>
<TABLE>
<CAPTION>
                            DA CONSULTING GROUP, INC.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (IN THOUSANDS)


                                                                              ACCUMULATED
                                      COMMON STOCK ADDITIONAL                    OTHER       TREASURY STOCK        TOTAL
                                      ------------  PAID-IN    ACCUMULATED    COMPREHENSIVE   -------------      SHAREHOLDERS'
                                      NUMBER  PAR   CAPITAL      DEFICIT          LOSS        NUMBER    COST        EQUITY
------------------------------------  ------  ----  --------  -------------  ---------------  ------  --------  ---------------
<S>                                   <C>     <C>   <C>       <C>            <C>              <C>     <C>       <C>
BALANCE AS OF DECEMBER 31, 1999        6,572  $ 65  $ 29,355  $     (1,865)  $         (795)     153  $(1,522)  $       25,238
     Issuance of common stock          2,000    20     2,446             -                -        -        -            2,466
     Issuance of warrants                              2,238             -                -                 -            2,238
                                           -     -         -       (13,217)               -                 -          (13,217)
     Net loss
    Foreign currency translation
    Adjustment, net of taxes of $241       -     -         -             -             (434)       -        -             (434)
------------------------------------  ------  ----  --------  -------------  ---------------  ------  --------  ---------------

BALANCE AS OF DECEMBER 31, 2000        8,572    85    34,039       (15,082)          (1,229)     153   (1,522)          16,291
 Net loss                                  -     -         -        (5,700)               -        -        -           (5,700)
    Foreign currency translation
    Adjustment, net of taxes of $176       -     -         -             -             (288)       -        -             (288)
------------------------------------  ------  ----  --------  -------------  ---------------  ------  --------  ---------------

BALANCE AS OF DECEMBER 31, 2001        8,572    85    34,039       (20,782)          (1,517)     153   (1,522)          10,303
 Net loss                                  -     -         -        (7,363)               -        -        -           (7,363)
    Foreign currency translation
    Adjustment, net of taxes of $115       -     -         -             -              188        -        -              188
------------------------------------  ------  ----  --------  -------------  ---------------  ------  --------  ---------------

BALANCE AS OF DECEMBER 31, 2002        8,572  $ 85  $ 34,039  $    (28,145)  $       (1,329)     153  $(1,522)  $        3,128
------------------------------------  ------  ----  --------  -------------  ---------------  ------  --------  ---------------
</TABLE>

     The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                  Page 41 of 59
<PAGE>
<TABLE>
<CAPTION>
                            DA CONSULTING GROUP, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)


                                                                                     YEARS ENDED DECEMBER 31,
                                                                                  -----------------------------
                                                                                    2000       2001      2002
                                                                                  ---------  --------  --------
<S>                                                                               <C>        <C>       <C>
Cash flows from operating activities:
 Net loss                                                                         $(13,217)  $(5,700)  $(7,363)
                                                                                  ---------  --------  --------
 Adjustments to reconcile net loss to net cash used in
 operating activities:
   Depreciation and amortization                                                     3,010     2,306     1,779
   Provision for (recovery of) doubtful accounts                                       662      (274)       36
 Writedown of property and equipment, goodwill and reserve for leasehold
      abandonment                                                                    3,195       155         9
   Deferred income taxes                                                            (7,347)    2,507     5,768
   Loss on sale on property and equipment                                              237       157        25
   Changes in operating assets and liabilities:
     Accounts receivable and unbilled revenue                                        2,918     1,615       390
     Prepaid expenses and other current assets                                          16        88        97
     Other assets                                                                     (254)       77       (27)
     Accounts payable and accrued liabilities                                       (1,367)   (2,383)   (1,024)
     Deferred income                                                                  (112)        -        76
     Income taxes payable                                                            2,979         -         -
                                                                                  ---------  --------  --------
       Total Adjustments                                                             3,937     4,248     7,129
                                                                                  ---------  --------  --------
       Net cash used in operating activities                                        (9,280)   (1,452)     (234)
                                                                                  ---------  --------  --------
Cash flows from investing activities:
 Proceeds from sale of property and equipment                                          263       295        30
 Sale of short-term investments                                                      2,389         -         -
 Purchases of property and equipment                                                  (253)      (54)      (39)
                                                                                  ---------  --------  --------
       Net cash provided by (used in) investing activities                           2,399       241        (9)
                                                                                  ---------  --------  --------
Cash flows from financing activities:
 Net proceeds from revolving line of credit                                            154       923       258
 Issuance of stock and warrants                                                      4,800         -         -
 Offering costs                                                                        (96)        -         -
                                                                                  ---------  --------  --------
       Net cash provided by (used in) financing activities                           4,858       923       258
                                                                                  ---------  --------  --------
Effect of changes in foreign currency exchange rate on cash and cash equivalents      (434)     (288)      188
                                                                                  ---------  --------  --------
       (Increase) Decrease  in cash and cash equivalents                            (2,457)     (576)      203
Cash and cash equivalents at beginning of year                                       3,406       949       373
                                                                                  ---------  --------  --------
Cash and cash equivalents at end of year                                          $    949   $   373   $   576
                                                                                  =========  ========  ========
</TABLE>

     The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                  Page 42 of 59
<PAGE>
                            DA CONSULTING GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Operations  &  Basis  of  Presentation

     DA  Consulting  Group,  Inc.  and  its  subsidiaries  (the "Company") is an
international  provider  of employee education and end-user support solutions to
companies  which  are implementing enterprise resource planning software systems
and  other  business  information  technology.  The  consolidated  financial
statements  include  the  accounts  of  DA Consulting Group, Inc. and all wholly
owned subsidiaries.  Intercompany balances and transactions have been eliminated
in  consolidation.

Management  Estimates

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

Cash  and  Cash  Equivalents

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

Property  and  Equipment

     Property  and  equipment  are  stated at cost. Expenditures for substantial
renewals  and  betterments  are  capitalized,  while repairs and maintenance are
charged  to  expense  as incurred. Assets are depreciated or amortized using the
straight-line  method  for  financial reporting purposes and accelerated methods
for  tax  purposes  over  their  estimated  useful lives.  Computer equipment is
depreciated over a useful life of three to five years.  Furniture is depreciated
over  a  seven year useful life. Leasehold improvements are depreciated over the
term  of  the  lease.  In  1999  the  Company  capitalized  $3.3  million  in
implementation  costs  related  to  the  Company's  primary  information system.
Purchased  software  and  internal  software  development  costs  related to the
Company's  primary  information  system  are amortized over a seven year period.

     Management reviews property and equipment for impairment whenever events or
changes  in circumstances indicate that the carrying amount of a group of assets
may not be recoverable. Recoverability of assets to be held and used is measured
by  a  comparison  of  the  carrying amount of an asset to future net cash flows
expected  to  be  generated  by  the  asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying  amount  exceeds  the  fair  value  of  the  assets which considers the
discounted  future  net cash flows. Assets to be disposed of are reported at the
lower  of  the  carrying  amount  or  the  fair value less costs of disposal. At
December 31, 2002 their was no such impairment of property and equipment.

Software  Development  Costs

     The  Company  capitalizes software development costs beginning when product
technological  feasibility  is  established  and  concluding when the product is
ready  for  general  release.  At  such  time,  software  development  costs are
amortized  on  a  straight-line  basis  over  the  lesser  of three years or the
expected life of the product. Research costs related to software development are
expensed  as  incurred.  All  software  development  costs for the Company's web
based  learning  management  system,  Dynamic IQ, were expensed during the years
2000  and  2001.

Income  Taxes

     The  Company  recognizes  deferred income taxes for the expected future tax
consequences  of  events  that have been included in the financial statements or
tax  returns.  Under  this method, deferred income taxes are determined based on
the  difference between the financial statement carrying amount and tax basis of
assets  and  liabilities using enacted tax rates in effect in the years in which
the  differences  are  expected  to  reverse.  A valuation allowance is provided
against deferred tax assets which management considers more likely than not will
fail  to  be  realized.


                                  Page 43 of 59
<PAGE>
Foreign Currency Translation and Other Comprehensive Loss

     For  the  Company's  foreign  subsidiaries,  the  local  currency  is  the
functional  currency.  For  countries  with  highly inflationary currencies, the
Company uses the U.S. dollar as the functional currency.  Assets and liabilities
are  translated at year-end exchange rates, and related revenue and expenses are
translated  at the average exchange rates in effect during the period. Resulting
translation  adjustments  are  recorded as a separate component in shareholders'
equity,  accumulated  other comprehensive loss, which is excluded from net loss.
     Other comprehensive income (loss) is added to the net loss to determine the
total  comprehensive  loss of the Company.  The components of comprehensive loss
are  listed  below  (in  thousands):

<TABLE>
<CAPTION>
                                     YEARS ENDED DECEMBER 31,
                                  ------------------------------
                                     2000       2001      2002
                                   ---------  --------  --------
<S>                                <C>        <C>       <C>
Net loss                           $(13,217)  $(5,700)  $(7,363)
Other comprehensive income (loss)      (434)     (288)      188
                                   ---------  --------  --------
Comprehensive loss                 $(13,651)  $(5,988)  $(7,175)
                                   ---------  --------  --------
</TABLE>

Risks and Uncertainties

     For  the years ended December 31, 2000, 2001 and 2002, the Company incurred
losses  before  income tax totaling approximately $20.6, $3.2, and $1.6 million,
respectively.  At  December  31,  2002, the Company generated net operating loss
carryforwards  for  tax reporting purposes of approximately $32.7 million ($11.9
million of  deferred  tax assets), of which the Company has recorded a valuation
allowance  of approximately $10.3 million, because management considered it more
likely  than  not  that  this  portion of the deferred tax asset will fail to be
realized.

     During  the  second  quarter of 2000, the Company implemented a strategy to
restructure  the  global  operations  of  the  Company. Management completed the
restructuring  during  the  third  quarter  of  2001.  Management  believes  the
Company's  restructuring plan will be successful, and the Company will return to
profitability.

     There  can  be no assurance that management's restructuring plan will yield
sufficient  future  taxable  income  necessary to utilize the net operating loss
carryforwards  recorded  as  a  deferred tax asset by the Company.  The ultimate
realization  of the deferred tax asset is dependent upon management's ability to
grow  the  revenues  of  the  Company, adhere to the cost saving measures put in
place  during  the  restructuring and generate sufficient future taxable income.
Any  future  decline,  in the demand for the Company's services or the Company's
inability  to  return to profitability will result in the Company being required
to  increase  the valuation allowance against the deferred tax asset which would
adversely  affect  the  Company's  financial  position  and  operating  results.

Concentration  of  Credit  Risk

     Financial  instruments  that  potentially  subject  the  Company  to
concentrations  of  credit  risk  consist principally of cash, cash equivalents,
trade  accounts  receivable,  accounts payable and the revolving line of credit.
The  Company  performs  ongoing  credit evaluations of its clients and generally
does not require collateral for services. Bad debts have not been significant in
relation  to the volume of revenue. The Company maintains cash deposits and cash
equivalents  from  time  to  time,  which  exceed Federally insured limits, with
several  major  financial  institutions.  Management  periodically  assesses the
financial  condition  of  the  financial institutions and investees and believes
that  any  possible  credit  risk  is  minimal.

Fair  Value  of  Financial  Instruments

     The  carrying  amounts  of  cash,  cash  equivalents,  accounts receivable,
accounts payable and the revolving line of credit approximate fair values due to
the  short-term  nature of these instruments. The estimated fair values of these
instruments  have  been  determined  by  the  Company  using  available  market
information.

Accounts  Receivable  and  Allowance  for  Doubtful  Accounts

     Accounts  receivable are customer obligations due under normal trade terms.
We  sell  our  services  to a variety of industries including consumer products,
telecommunications  and  high tech, engineering and construction, retail, public
sector  and  oil  and  gas.  We  perform  continuing  credit  evaluations of our
customers'  financial  condition.


                                  Page 44 of 59
<PAGE>
     Senior  management  reviews  accounts  receivable  on  a  monthly  basis to
determine  if any receivables will potentially be uncollectible.  We include any
accounts receivable balances that are determined to be uncollectible, along with
a  general  reserve,  in our overall allowance for doubtful accounts.  After all
attempts  to  collect  a  receivable  have failed, the receivable is written off
against the allowance.  Based on the information available to us, we believe our
allowance  for  doubtful accounts as of December 31, 2002 is adequate.  However,
actual  write-offs  might exceed the recorded allowance. The Company provides an
allowance for accounts receivable which, based on management's analysis, may not
be  fully  collectible  or realizable.  The balance of the allowance at December
31,  2001  and  2002,  was  $224,000  and  $205,000,  respectively.

Goodwill

     Prior  to  July  1995,  the  Company's  business  was operated through four
separate  companies  located  in  the  United  States, the United Kingdom, South
Africa  and  Australia (the "Predecessor Companies").  All of the Companies were
under common management.  As a result of a stock exchange transaction on July 1,
1995, the Predecessor Companies became wholly-owned subsidiaries of the Company.
In  the  exchange  transaction, the net assets of the three acquired Predecessor
Companies were recorded at fair market value.  As a result, the Company recorded
$485,000 of goodwill, which was being amortized over 25 years until December 31,
2001.  Accumulated  amortization  of  goodwill was $279,000 at both December 31,
2001  and  2002.

     Prior to 2002, goodwill, representing the excess of the purchase price over
the  estimated  fair  value  of  the  net  assets  of the acquired business, was
amortized  over  the period of expected benefit of 15 years.  However, effective
January 1, 2002, the Company adopted Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets (SFAS 142) which required that the
Company  cease  amortization  of  all intangible assets having indefinite useful
economic  lives.  Such assets, including goodwill, are not to be amortized until
their  lives are determined to be finite, however, a recognized intangible asset
with an indefinite useful life should be tested for impairment annually or on an
interim  basis  if  events  or circumstances indicate that the fair value of the
asset has decreased below its carrying value.  At December 31, 2002, the Company
evaluated  its  goodwill  and determined that fair value had not decreased below
carrying  value and no adjustment to impair goodwill was necessary in accordance
with  SFAS No. 142.  This analysis of the long-lived assets at December 31, 2001
resulted in the writeoff of $155,000 of goodwill net of accumulated amortization
related  to a closed operating unit.  The analysis indicated there were no other
impairments  in  the  carrying  values  of  the  assets  at  December  31, 2002.

Revenue  Recognition

     The  majority of the Company's contracts with clients are based on time and
expenses  incurred  with the remainder of the revenue generated from fixed price
contracts.  Accordingly,  service  revenue  under  both  types  of  contracts is
recognized  as  services  are  performed  and  the realization of the revenue is
assured.  Contract  costs  include direct labor costs and reimbursable expenses,
and those indirect costs related to contract performance such as indirect labor.
Selling,  general  and  administrative costs are charged to expense as incurred.
Provisions  for estimated losses on uncompleted contracts are made in the period
in  which such losses are determined. Changes in job performance, job conditions
and  estimated profitability may result in revisions to costs and income and are
recognized in the period in which the revisions are determined. Unbilled revenue
represents  the  revenue  earned in excess of amounts billed and deferred income
represents  billings  in excess of revenue earned. Revenue includes reimbursable
expenses  directly  incurred  in  providing  services  to  clients.  Revenue
attributable to reimbursable expenses amounted to $1.8 million, $2.0 million and
$1.3 million for the years ended December 31, 2000, 2001 and 2002, respectively.
The Company recognizes product revenue upon shipment to the client if no further
services  are  required.

Significant  Clients

     During  the years 2001 and 2002, one client accounted for approximately 18%
and  12%  of  consolidated  revenue,  respectively.  During  the  year  2000, no
individual  client  account  for  more  than  10%  of  consolidated  revenue.

Earnings  Per  Share

     Basic  earnings per share is based on the weighted average number of common
shares  outstanding.  Diluted  earnings  per  share  is  based  on  the weighted
average  number  of  common and potential dilutive common shares outstanding and
utilizes  the  average  market  price per share when applying the treasury stock
method  in  determining  potential  dilutive  shares.

Accounting for Stock Options


                                  Page 45 of 59
<PAGE>
     In  October 1995, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  No.  123,  Accounting  for  Stock-Based
Compensation  (SFAS  No.  123),  which  sets  forth  accounting  and  disclosure
requirements  for  stock  option  and  other stock-based compensation plans. The
statement  encourages,  but  does  not  require, companies to record stock-based
compensation  expense using a fair-value method, rather than the intrinsic-value
method  prescribed  by  Accounting  Principles  Board  (APB) Opinion No. 25. The
Company  has  adopted  only  the disclosure requirements of SFAS No. 123 and has
elected  to  continue  to  record  stock-based  compensation  expense  using the
intrinsic-value  approach  prescribed  by  APB  No. 25. Accordingly, the Company
computes  compensation  cost  as  the  amount by which the intrinsic vale of the
Company's  common  stock  exceeds  the  exercise price on the date of grant. The
amount  of  compensation  cost,  if  any,  is charged to income over the vesting
period.

New  Accounting  Pronouncements

      In  April  2002,  the Financial Accounting Standards Board issued SFAS No.
145,  Rescission  of  FASB  Statements  No.  4,  44,  and  64, Amendment of FASB
Statement  No.  13,  and  Technical  Corrections  (SFAS  145).  This  statement
eliminates  the current requirement that gains and losses on debt extinguishment
must be classified as extraordinary items in the income statement. Instead, such
gains  and  losses  will  be  classified as extraordinary items only if they are
deemed  to  be  unusual  and  infrequent,  in  accordance  with the current GAAP
criteria  for  extraordinary classification. In addition, SFAS 145 eliminates an
inconsistency  in  lease  accounting  by requiring that modifications of capital
leases  that  result  in  reclassification  as operating leases be accounted for
consistent  with  sale-leaseback  accounting  rules. The statement also contains
other  nonsubstantive  corrections  to  authoritative accounting literature. The
changes  related  to  debt  extinguishment  will  be  effective for fiscal years
beginning  after  May 15, 2002, and the changes related to lease accounting will
be  effective  for  transactions  occurring after May 15, 2002. Adoption of this
standard  will  not  have  any  immediate  effect  on the Company's consolidated
financial  statements.  The  Company  will  apply  this  guidance prospectively.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or  Disposal  Activities  (SFAS 146), which addresses accounting for
restructuring  and  similar  costs.  SFAS  146  supersedes  previous  accounting
guidance,  principally  Emerging  Issues  Task Force (EITF) Issue No. 94-3.  The
Company  will  adopt  the  provisions  of  SFAS 146 for restructuring activities
initiated  after  December  31,  2002.  SFAS 146 requires that the liability for
costs  associated  with  an  exit  or  disposal  activity be recognized when the
liability  is  incurred.  Under  EITF No. 94-3, a liability for an exit cost was
recognized  at the date of a company's commitment to an exit plan. SFAS 146 also
establishes that the liability should initially be measured and recorded at fair
value.  Accordingly,  SFAS  146  may  affect  the  timing  of recognizing future
restructuring  costs  as  well  as  the  amount  recognized.

     In December 2002, the FASB issued SFAS No. 148,  Accounting for stock-Based
Compensation - Transition and Disclosure (SFAS 148), which amended SFAS No. 123,
Accounting  for  Stock-Based Compensation (SFAS 123).  The new standard provides
alternatiuve  methods  of  transition  for  a voluntary change to the fair velue
based method of accounting for stock-based employee compensation.  Additionally,
the  statement  amends  the  disclosure  requirements of SFAS No. 123 to require
prominent  disclosures  in the annual and interim financial financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of the method used on reported results.  This statement is effective for
financial  statements  for  fiscal  years  ending  after  December 15, 2002.  In
compliance  with  SFAS  No.  148,  DACG  has  elected  to continue to follow the
intrinsic  value  method in accounting for its stock-based employee compensation
arrangement  as  defined by APB No. 25, Accounting for Stock Issued to Employee,
and  has made the applicable disclosures in note 8 to the consolidated financial
statements.

2.   MANAGEMENT'S  RESTRUCTURING  AND  LIQUIDITY

     During  the  first  quarter  of  2000,  management began to restructure the
global  operations of the Company.  As part of the plan, management was required
to  downsize  the  Company  based  upon  current  and future projected operating
results.  Some  of  the  restructuring  initiatives  taken by management were as
follows:

     -    Reduction in the number of consultants
     -    Reduction of administrative personnel
     -    Reduction in office space
     -    Various other cost cutting measures

     Management  completed  the  restructuring  of  the Company during the third
quarter  of  2001.  Restructuring  has  reduced,  but  not eliminated, operating
losses.

     The  Company  believes  its  current  cash  balances,  line  of  credit,
receivable-based  financing  and  cash  provided  by  future  operations will be
sufficient  to  meet  the  Company's  working capital and cash need for the next
fiscal  year.  However,  there  can  be  no  assurance that such sources will be
sufficient  to  meet  these future expenses and the Company's future needs.  The
Company  may  seek additional financing through a private or public placement of
equity.  The  Company's  need  for  additional  financing  will  be  principally
dependent  on the degree of market demand for the Company's services.  There can
be  no  assurance  that  the  Company will be able to obtain any such additional
financing  on  acceptable  terms,  if  at  all.


                                  Page 46 of 59
<PAGE>
3.   PREPAID EXPENSES AND OTHER CURRENT ASSETS

     The components of prepaid expenses and other current assets were as follows
(in  thousands):

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                             ------------
                                             2001   2002
                                             -----  -----
<S>                                          <C>    <C>
Prepaid rent                                 $ 185  $  68
Deposits                                        26     22
Other                                          141    165
                                             -----  -----
  Prepaid expenses and other current assets  $ 352  $ 255
                                             =====  =====
</TABLE>

4.   PROPERTY AND EQUIPMENT, NET

     The  components  of  property and equipment were as follows (in thousands):

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                                ------------------
                                                  2001      2002
                                                --------  --------
<S>                                             <C>       <C>
Computer equipment                              $ 4,342   $ 1,260
Furniture and fixtures                              900       798
Leasehold improvements                              544       140
Software development and implementation costs     4,177     4,207
Purchased software                                3,164     3,144
                                                --------  --------
  Property and equipment                         13,127     9,549

Less accumulated depreciation and amortization   (7,733)   (5,879)
                                                --------  --------
  Property and equipment, net                   $ 5,394   $ 3,670
                                                ========  ========
</TABLE>

5.   DEBT

Revolving  Line  of  Credit

     The  Company  has  a  credit facility from a foreign bank with an available
line  of  approximately  $1.2  million  (750,000  Great  Britain  Pounds),
collateralized  by and based on eligible foreign accounts receivable, secured by
a  mortgage deed against all the assets of the Europe Division and guaranteed by
the  Company.  At December 31, 2002, the Company had used $0.1 million in excess
of  the  line  available.  The  interest rate on this line of credit was 6.0% at
December  31,  2002.  The  line is available through March 2004, however, it may
become  due upon demand.  At March 21, 2003 the amount borrowed against the line
of  credit  was  $672,000.

Accounts  Receivable  Financing

     The  Company  has an agreement with a bank, which provides for financing of
eligible  U.S.  accounts  receivable  under  a purchase and sale agreement.  The
maximum  funds  available  under  the  agreement is $2.5 million.  The agreement
allows for the bank to request repurchase of an account receivable under certain
conditions.  The  bank  has never requested repurchase of an account receivable.
At  December 31, 2002, the Company had not sold  accounts receivable pursuant to
this  agreement. At March 21, 2003 there were $339,000 in receivables sold under
the  agreement.  At  December  31,  2001  and  2002,  $379,165  and  $277,957,
respectively,  of  eligible  accounts  receivable  under  the  purchase and sale
agreement  were  available  for  financing.


                                  Page 47 of 59
<PAGE>
6.   ACCRUED  EXPENSES

     The components of accrued expenses were as follows (in thousands):

<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                                --------------
                                                 2001    2002
                                                ------  ------
<S>                                             <C>     <C>
Compensation and related expenses               $  495  $  589
Bonuses                                            388     176
Professional fees                                  427     270
Vacations                                          442     721
Other taxes                                        634     464
Leasehold abandonment reserve, current portion     319     622
Other                                              567     477
                                                ------  ------
  Accrued expenses                              $3,272  $3,319
                                                ======  ======
</TABLE>

7.   INCOME TAXES

     The following is a summary of the significant components of the Company's
deferred income taxes (in thousands):

<TABLE>
<CAPTION>
                                       DECEMBER 31,
                                   -------------------
                                     2001      2002
                                   --------  ---------
<S>                                <C>       <C>
Deferred tax assets:
  Net operating loss carryforward  $11,100   $ 11,886
  Accrued expenses                     870        526
  Valuation allowance               (4,000)   (10,319)
                                   --------  ---------
    Deferred tax assets              7,970      2,093
                                   --------  ---------
Deferred tax liabilities:
  Property and equipment             1,351      1,093
                                   --------  ---------
    Deferred tax liabilities         1,351      1,093
                                   --------  ---------
    Net, deferred tax assets       $ 6,619   $  1,000
                                   ========  =========
</TABLE>

     At  December  31,  2002,  for US Federal income tax reporting purposes, the
Company  had  $24.9  million  of  unused  net  operating  losses  available  for
carryforward  to  future  years.  The  benefit  from  carryforward  of  such net
operating  losses  will  expire  in  2020,  2021  and  2022.

     At  December  31,  2002,  the  Company  also had foreign net operating loss
carryforwards  totaling  $7.8  million  with $3.8 million expiring in 2006.  The
remaining  $4.0  million  have  no  expiration  date.

     The  benefit  from utilization of net operating loss carryforwards could be
subject  to  limitations  if significant ownership changes occur in the Company.
The  Company's  ability  to realize the entire benefit of its deferred tax asset
requires  that  the  Company achieve certain future earnings levels prior to the
expiration  of  its NOL carryforwards.  The Company recorded  a $4.0 million and
a  $6.3  million valuation allowance against deferred tax assets during 2001 and
2002,  respectively.  The  Company  believes it will generate sufficient taxable
income to realize the remaining $1.0 million in deferred tax assets. The Company
could be required to record a valuation allowance for the remaining net carrying
value  of  its  deferred  tax  asset if market conditions deteriorate and future
earnings  are  below,  or  projected  to  be  below,  its  current estimates and
management believes it is more likely than not the deferred tax assets will fail
to  be  realized.


                                  Page 48 of 59
<PAGE>
The  components  of the Company's provision for income taxes were as follows (in
thousands):

<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                           ------------------------
                                             2000     2001    2002
                                           --------  ------  ------
<S>                                        <C>       <C>     <C>
United States federal and state:
  Deferred provision (benefit)             $(5,121)  $2,334  $4,086
                                           --------  ------  ------
                                            (5,121)   2,334   4,086
                                           --------  ------  ------

Foreign:
  Deferred  provision (benefit)             (2,226)     173   1,682
                                           --------  ------  ------
                                            (2,226)     173   1,682
                                           --------  ------  ------

    Provision (benefit) for income taxes   $(7,347)  $2,507  $5,768
                                           ========  ======  ======
</TABLE>

     The  difference  between the effective federal income tax rate reflected in
the  provision  (benefit)  for income taxes and the statutory federal income tax
rate  are  summarized  as  follows:

<TABLE>
<CAPTION>
                            DECEMBER 31,
                      -------------------------
                       2000     2001      2002
                      ------   -------   ------
<S>                   <C>       <C>      <C>
U.S. statutory rate   (34.0)%   (34.0)%  (34.0)%
State and local        (2.7)    (4.3)     (2.4)
Foreign                 0.5     (1.1)      0.7
Other                   0.5      1.3       2.2
Valuation allowance.      -    116.6     395.2
                      ------   -------   ------
  Effective tax rate  (35.7)%   78.5 %   361.7 %
                      ======   =======   ======
</TABLE>

     The  U.S. components of income (loss) before taxes were $(13.7), $(3.4) and
$(1.0)  million in 2000, 2001 and 2002, respectively, and the foreign components
were  $(6.9),  $0.2  and  $(0.6)  million  in 2000, 2001 and 2002, respectively.

8.   STOCK-BASED COMPENSATION PLANS

Stock  Options

     The  Company's  1997  Stock  Option  Plan, as amended in December 1999 (the
"Option  Plan"),  is a stock-based incentive compensation plan. Under the Option
Plan,  the  Company  is  authorized  to  issue  1,960,000 shares of common stock
pursuant to "awards" granted in the form of incentive stock options (intended to
qualify  under Section 422 of the Internal Revenue Code of 1986, as amended) and
non-qualified  stock  options  not intended to qualify under Section 422. Awards
may  be  granted  to selected employees, directors, independent contractors, and
consultants  of  the  Company  or  any  subsidiary.  Stock  options granted have
contractual  terms  of  10  years. Unless otherwise specified in the terms of an
award,  all  options  vest on a schedule: 33% per year for 3 years, beginning on
the  second  anniversary  of the date of grant. Options granted under the Option
Plan  are  at  prices equal to the fair market value of the stock on the date of
the  grant, as determined by the Company's Board of Directors. To date, no stock
options  have  been  granted  to  independent contractors and consultants of the
Company.


                                  Page 49 of 59
<PAGE>
     The following table sets forth pertinent information regarding stock option
transactions  and  stock option prices during the years ended December 31, 2000,
2001  and  2002:

<TABLE>
<CAPTION>
                                                                           NUMBER OF    WEIGHTED
                                                                           SHARES OF    AVERAGE
                                                                           UNDERLYING   EXERCISE
                                                                            OPTIONS      PRICES
                                                                          ------------  --------
<S>                                                                       <C>           <C>
Outstanding at December 31, 1999                                            1,041,060       9.63
Granted                                                                     1,038,699       1.98
Exercised
Forfeited                                                                    (750,162)      9.48
                                                                          ------------
Outstanding at December 31, 2000                                            1,329,597       3.61
Granted                                                                     1,172,749       0.38
Exercised
Forfeited                                                                  (1,010,496)      3.40
                                                                          ------------
Outstanding at December 31, 2001                                            1,491,850       1.21
Granted                                                                       458,875        .18
Exercised                                                                           -          -
Forfeited                                                                   (  53,320)      1.40
                                                                          ------------  --------
Outstanding at December 31, 2002                                            1,897,405       0.96
                                                                          ------------  --------
Exercisable at December 31, 2000                                              262,430       6.04
                                                                          ------------  --------
Exercisable at December 31, 2001                                              618,957       1.64
                                                                          ------------  --------
Exercisable at December 31, 2002                                            1,045,595       1.33
                                                                          ============  ========
Weighted average exercise price of options granted during the year ended
    December 31, 2002                                                                   $   0.18
                                                                                        ========
</TABLE>

     The  following  table  sets  forth  pertinent  information  regarding  the
outstanding  stock  options  at  December  31,  2002:

<TABLE>
<CAPTION>
                           Options Outstanding                 Options Exercisable
                -----------------------------------------  ----------------------------
                                               Weighted-
 Actual Range                Weighted Average   Average                    Weighted-
 of Exercise      Number        Remaining       Exercise     Number         Average
    Prices      Outstanding  Contractual Life    Price     Exercisable  Exercise Price
--------------  -----------  ----------------  ----------  -----------  ---------------
<S>             <C>          <C>               <C>         <C>          <C>
$0.00 -   0.17      439,875               9.9  $     0.17      120,000  $          0.17
 0.30 -   0.78    1,052,899               8.9        0.32      624,831             0.32
 1.00 -   1.56      148,950               7.7        1.20       94,983             1.29
 1.69 -   3.25      134,366               7.4        2.13       96,066             2.16
 3.44 -  15.25      121,315               5.4        7.72      109,715             7.63
--------------  -----------  ----------------  ----------  -----------  ---------------
 0.00 -  15.25    1,897,405               6.8        0.96    1,045,595             1.33
</TABLE>

Pro Forma Net Loss and Loss Per Share

     Had  the  compensation cost for the Company's stock-based compensation plan
been  determined  consistent with SFAS No. 123, the Company's net loss per share
at  December  31,  2000,  2001  and 2002 would approximate the pro forma amounts
below  (in  thousands  except  per  share  amounts):

<TABLE>
<CAPTION>
                                           2000       2001      2002
                                         ---------  --------  --------
<S>                                      <C>        <C>       <C>
Net loss, as reported                    $(13,217)  $(5,700)  $(7,363)
Deduct:  Total stock-based employee
compensation expense determined under
fair value based method for all awards,
net of related tax effects                 (1,780)   (3,693)   (1,050)
                                         ---------  --------  --------
Pro forma                                 (14,997)   (9,393)   (8,413)
Basic and diluted earnings per share:
  As reported                            $  (1.93)  $ (0.68)  $ (0.87)
  Pro forma                                 (2.19)    (1.12)    (1.00)
</TABLE>


                                  Page 50 of 59
<PAGE>
     The  fair  value  of  each stock option granted is estimated on the date of
grant  using  the  minimum value method of option pricing based on the following
weighted-average  assumptions:  dividend  yield  of 0%; risk-free interest rates
ranging  from  3.13% to 6.77%; volatility ranging from 50% to 137%; and expected
life  of  5  years.  The  effects  of  applying  SFAS  No. 123 in this pro forma
disclosure  are  not  indicative  of  future  amounts.

9.   SHAREHOLDERS'  EQUITY

Issuance of Common Stock and Stock Warrants

     On  October  16,  2000,  the  Company consummated the sale to Purse Holding
Limited  ("Purse"),  a  British  Virgin  Islands limited company, of two million
shares  of  the Company's common stock for $4.8 million and warrants to purchase
up to three million shares of the Company's common stock.  The sale was effected
pursuant  to  a  Securities Purchase Agreement ("the Agreement") dated August 2,
2000,  between  the  Company  and  Purse.  The  Agreement  was  approved  by the
Company's  shareholders  at  a  special  meeting  held on October 12, 2000.  The
Company  credited  its  $2  million loan, received from Purse on August 3, 2000,
toward  the  $4.8 million purchase price of the two million shares of its common
stock.

     In  accordance  with  the  terms  of  the Agreement, the Company issued two
million  shares of common stock at a price of $2.40 per share including warrants
to  purchase  (a)  two million shares of common stock, exercisable until October
16, 2003, at the greater of $3.00 per share or 85% of the market price per share
of  common  stock  at the time of exercise, and (b) one million shares of common
stock,  exercisable  for  the  period  of  time after January 1, 2002, and until
October  16,  2003,  at  $3.00  per  share.

Loss  Per  Share

     The  following table summarizes the Company's computation of loss per share
for  the  years ended December 31, 2000, 2001 and 2002 (in thousands, except per
share  amounts).  The calculation of diluted weighted average shares outstanding
excludes  4.3  million,  4.5  million  and 4.9 million common shares pursuant to
outstanding  options and warrants for the year ended December 31, 2000, 2001 and
2002,  respectively,  because  their  effect  was  antidilutive.

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                                       2000       2001      2002
                                                                     ---------  --------  --------
<S>                                                                  <C>        <C>       <C>
Basic loss per share                                                 $  (1.93)  $ (0.68)  $ (0.87)
                                                                     =========  ========  ========
Net loss                                                             $(13,217)  $(5,700)  $(7,363)
                                                                     =========  ========  ========
Weighted average shares outstanding                                     6,841     8,419     8,419
Computation of diluted loss per share:
  Common shares issuable under outstanding stock options                    -         -         -
  Less shares assumed repurchased with proceeds from exercise stock
    Options                                                                 -         -         -
                                                                     ---------  --------  --------
  Adjusted weighted average shares outstanding                          6,841     8,419     8,419
                                                                     =========  ========  ========
  Diluted loss per share                                             $  (1.93)  $ (0.68)  $ (0.87)
                                                                     =========  ========  ========
</TABLE>

10.  COMMITMENTS  AND  CONTINGENCIES

     The Company leases various office facilities under non-cancelable operating
lease  agreements.  Rent  expense  amounted  to  $2,656,000,  $2,541,000  and
$1,785,000  for  the years ended December 31, 2000, 2001 and 2002, respectively.

     At  December  31,  2002,  future  lease  payments  (in  thousands)  under
non-cancelable  leases  with  terms  of  more  than  one  year  are  as follows:

<TABLE>
<CAPTION>
                  Lease    Sublease
                Payments   Receipts
                ---------  ---------
<S>             <C>        <C>
2003            $   2,180  $   1,214
2004                  975        619
2005                  119          -
2006                   57          -
2007                   42          -
                ---------  ---------
                $   3,373  $   1,833
                           =========
Less subleases      1,833
                ---------
     Total      $   1,540
                =========
</TABLE>


                                  Page 51 of 59
<PAGE>
     The Company has employment agreements with certain officers and key members
of  management of the Company, which automatically renew for one-year terms. The
agreements  provide  for  minimum  salary  levels,  incentive  bonuses  at  the
discretion  of the Company's Board of Directors and customary benefits including
insurance  coverage.  In addition, the employment agreements further provide for
severance  pay  ranging  from  six  months to two year's base salary, bonus, and
benefits,  depending on the cause of termination and in the event of a change in
corporate  control.

     From  time  to  time,  the  Company is a party to routine litigation in the
ordinary  course  of business. The Company does not believe that such litigation
will  have  a  material  impact  on  the  financial  statements.

11.   EMPLOYEE  BENEFIT  PLANS

401(k)  Plan

     The Company sponsors a 401(k) profit sharing plan (the "401(k) Plan") which
covers  substantially  all  of  its  U.S.  employees.  Employees are eligible to
participate  after  completing three months of service. The 401(k) Plan provides
for  elective  contributions by employees up to the maximum limit allowed by the
Internal  Revenue Code. The Company currently matches 50% of the amount deferred
by  participants,  on  deferral amounts up to 7.5% of compensation. Although the
Company  has  not made any profit sharing contributions, the 401(k) Plan permits
the  Company to make a discretionary profit sharing contribution which, if made,
is  allocated  to the accounts of participants who have been credited with 1,000
hours  of  service  during a plan year and who are employed on the last day of a
plan  year. The Company made matching contributions equal to $0.50 for the years
ended December 31, 2000, 2001 and 2002 for each dollar contributed to the 401(k)
Plan,  subject  to the limits noted above, by employees. These amounts have been
included in general and administrative expenses on the statements of operations.
An  employee  is  fully  vested in the matching contributions after six years of
employment,  or  earlier  upon  attainment  of  appropriate retirement age, upon
retirement  due to disability, or upon death. The Company sponsors similar plans
in  Canada  and  the  United  Kingdom and previously in Mexico, South Africa and
Venezuela,  pursuant  to  which  employees  may  defer  specified percentages of
compensation which the Company matches at a rate of 50-100% on the first 3-5% of
compensation  deferred.  The  Company made contributions to voluntary retirement
plans aggregating approximately $287,000, $117,000 and $172,558 during the years
ended  December  31,  2000,  2001 and 2002, respectively. Payment of benefits is
generally  made  in  the  form  of  a  single  lump  sum  or  in  installments.

Incentive  Compensation  and  Profit  Sharing  Policies

     The  Company  has  implemented  incentive  compensation  and profit sharing
policies that cover substantially all salaried employees. Employees in positions
at  project  manager or below, as well as administrative staff, are eligible for
discretionary profit sharing payments. Each employee's profit sharing payment is
based  on a formula and is contingent upon his or her level of salary and length
of  service. Employees in positions at project manager or above are eligible for
incentive  compensation payments based on satisfaction of applicable performance
criteria.  The  Company  approved  and  made  incentive  compensation and profit
sharing  payments  aggregating approximately $1,304,000, $1,586,000 and $843,000
for  the  years ended December 31, 2000, 2001 and 2002,  respectively, which are
included  in  sales,  general  and  administrative  expense.

12.   RESTRUCTURING  CHARGE  AND  LEASE  ABANDONMENT

     During the three month period ended March 31, 2000, the Company implemented
a  plan  to  address the dramatic decline in training and documentation activity
for  enterprise  resource  planning  implementations.  The  plan  consisted  of
regional  base  consolidations  and  downsizing  of  billable  and  non-billable
personnel.  Charges  included  the  costs  of  involuntary  employee termination
benefits,  write-down  of  certain  property  and  equipment  and  reserves  for
leasehold  abandonment.

     The  reduction  in  workforce  consisted  of 60 billable consultants and 44
non-billable  administrative  personnel.  Substantially  all  of  the  employee
terminations  were  completed  during  the first quarter. The Company recognized
approximately  $1.5  million  expense  attributable  to  involuntary  employee
termination  benefits  during  the  first  quarter,  of which approximately $1.2
million  had  been  paid  at  December  31, 2000.  The remaining $0.3 million in
termination  pay  was  paid  during  2001.

     During  the  three  months  ended  March  31,  2000  the  Company  reserved
approximately  $0.9  million  related  to  the  abandonment  of  leases  and
approximately  $1.0  million related to the writedown of leasehold improvements,
furniture  and  equipment  held  by  its  Americas division.   During the fourth
quarter of 2000 due to weakening in the real estate market, the Company recorded
an  additional  $1.3  million reserve for lease abandonment resulting in a total
annual  charge  of  $2.2  million.  During  2000  payments of approximately $0.8
million  were  charged against the reserve for lease abandonment, resulting in a
remaining  reserve  at  December  31,  2000  of  approximately  $1.4  million.


                                  Page 52 of 59
<PAGE>
     During  the  three  months  ended June 30, 2001 the Company recorded a $0.8
million  charge  for  the  abandonment  of  additional  leases.  The  charge was
included  in  general  and administrative costs.  Payments for unutilized leased
office space totaling $1.1 million were charged against the reserve in 2001.  At
December 31, 2001, the Company had a remaining accrual of $1.1 million, of which
$0.8  million  is  included  in  long-term  liabilities.

     During the three months ended December 31, 2002 the Company recorded a $0.4
million  charge  for  the  abandonment  of  additional  leases.  The  charge was
included  in  general  and administrative costs.  Payments for unutilized leased
office space totaling $0.3 million were charged against the reserve in 2002.  At
December  31, 2002, the Company has a remaining accrual of $1.1 million of which
$0.5  million  is  included  in  long-term  liabilities.

13.  SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER, 31
                                                                      2000    2001   2002
                                                                    --------  -----  -----
<S>                                                                 <C>       <C>    <C>
Cash paid (received) for interest and income taxes (in thousands):
  Interest                                                          $    74   $  62  $  39
  Income taxes                                                       (2,697)      -      -
</TABLE>

14.  SEGMENT  REPORTING

     In  1998,  the Company adopted SFAS No. 131, "Disclosures about Segments of
an  Enterprise and Related Information."  SFAS No. 131 establishes standards for
reporting  information about operating segments and geographic areas.  Operating
segments  are  defined  as  components  of  an  enterprise  about which separate
financial  information is available that is evaluated regularly by the Company's
chief  decision  making group.  This group is comprised of senior management who
are  responsible  for  the  allocation  of resources and assessment of operating
performance.

     Because the Company's operations are geographically based, the organization
is divided into three operating divisions: the Americas Division, which includes
its  operations  in  North  America;  the  EMEA  Division,  which  includes  its
operations  in  Europe,  and  the  Asia  Pacific  Division,  which  includes its
operations  in  Australia,  Singapore  and  Asia.  The Company provides employee
education  and support services to companies investing in business technology in
all  geographic  regions.

     The  Company's  reportable  segment  information  was  as  follows:

<TABLE>
<CAPTION>
                                                EUROPE,
                                              MIDDLE EAST
(in thousands)                    AMERICAS     & AFRICA      ASIA PACIFIC     TOTAL
                                 ----------  -------------  --------------  ---------
<S>                              <C>         <C>            <C>             <C>
YEAR ENDED DECEMBER 31, 2000
  Revenue                        $  11,834   $     12,476   $       6,679   $ 30,989
 Operating loss                    (12,363)        (5,033)         (3,193)   (20,589)
  Total assets                      14,872          6,440           3,628     24,940
 Capital expenditures                  151             34              68        253
 Depreciation and amortization       1,530          1,076             404      3,010
YEAR ENDED DECEMBER 31, 2001
  Revenue                        $   5,389   $     17,144   $       6,121   $ 28,654
 Operating income (loss)            (3,320)           391              62     (2,867)
  Total assets                       6,630          7,419           3,163     17,212
 Capital expenditures                    4             34              16         54
 Depreciation and amortization.        695          1,205             406      2,306
YEAR ENDED DECEMBER 31, 2002
  Revenue                        $   3,994   $     14,966   $       4,711   $ 23,671
 Operating (loss)                   (1,140)          (191)           (551)    (1,470)
  Total assets                       1,610          5,817           2,149      9,576
 Capital expenditures                   14              8              17         39
 Depreciation and amortization         344          1,128             307      1,779
</TABLE>


                                  Page 53 of 59
<PAGE>
15.   QUARTERLY OPERATING RESULTS (UNAUDITED)

     The  following tables set forth unaudited income statement data for each of
the  eight  quarters in the period beginning January 1, 2001 and ending December
31,  2002,  as well as the percentage of the Company's total revenue represented
by  each  item.  In  management's  opinion,  this unaudited information has been
prepared  on  a  basis  consistent  with  the Company's audited annual financial
statements  and  includes  all  adjustments (consisting only of normal recurring
adjustments)  necessary  for  a  fair  presentation  of  the information for the
quarters  presented,  when read in conjunction with the Financial Statements and
related  Notes  thereto  included  elsewhere in this Yearly Report Form 10K. The
operating  results for any quarter are not necessarily indicative of results for
any  future  period.

<TABLE>
<CAPTION>
                                                                          THREE MONTH PERIOD ENDED
                                          --------------------------------------------------------------------------------------
                                          MARCH 31,  JUNE 30,   SEPT. 30,   DEC. 31,  MARCH 31,   JUNE 30,  SEPT. 30,   DEC. 31,
                                            2001       2001       2001       2001      2002        2002       2002       2002
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
<S>                                       <C>        <C>       <C>        <C>         <C>        <C>        <C>        <C>
INCOME STATEMENT DATA:
( in thousands except per share amounts)
 Revenue . . . . . . . . . . . . . . . .  $  8,536   $ 7,607   $  5,843   $   6,668   $  6,898   $  5,419   $  5,893   $  5,461
 Cost of revenue . . . . . . . . . . . .     4,993     4,572      3,332       3,639      3,775      3,405      3,414      3,590
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Gross profit. . . . . . . . . . . . . .     3,543     3,035      2,511       3,029      3,123      2,014      2,479      1,871
 Selling and marketing expense . . . . .     1,058       987        606         629        578        606        614        544
 Development expense . . . . . . . . . .       458       174         28          42         45         36         40         44
 General and administrative expense. . .     3,375     2,851      2,074       2,111      1,978      2,162      1,881      1,856
 Amortization expense. . . . . . . . . .       148       148        148         148        143        144        143        144
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Operating income (loss) . . . . . . . .    (1,496)   (1,125)      (345)         99        379       (933)      (199)      (717)
 Other income (expense), net . . . . . .         0       (39)      (243)        (44)       (58)        (7)       (32)       (28)
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Income (loss) before taxes. . . . . . .    (1,496)   (1,164)      (588)         55        321       (940)      (231)      (745)
 Provision (benefit) for income taxes. .      (548)    3,185        (30)       (100)       235       (192)     3,226      2,499
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Net  income (loss). . . . . . . . . . .  $   (948)  $(4,349)  $   (558)  $     155   $     86   $   (748)  $ (3,457)  $ (3,244)
                                          =========  ========  =========  ==========  =========  =========  =========  =========
 Basic earnings (loss) per share . . . .  $  (0.11)  $ (0.52)  $  (0.07)  $    0.02   $    .01   $  (0.09)  $  (0.41)  $  (0.38)
 Weighted average shares outstanding . .     8,419     8,419      8,419       8,419      8,419      8,419      8,419      8,419
 Diluted earnings (loss) per share . . .  $  (0.11)  $ (0.52)  $  (0.07)  $    0.02   $    .01   $  (0.09)  $  (0.41)  $  (0.38)
 Weighted average shares outstanding         8,419     8,419      8,419       8,419      8,419      8,419      8,419      8,419

                                                                            As a percent of revenue
Revenue. . . . . . . . . . . . . . . . .     100.0%    100.0%     100.0%      100.0%     100.0%     100.0%     100.0%     100.0%
 Cost of revenue . . . . . . . . . . . .      58.5      60.1       57.0        54.6       54.7       62.8       57.9       65.7
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Gross profit. . . . . . . . . . . . . .      41.5      39.9       43.0        45.4       45.3       37.2       42.1       34.3
 Selling and marketing expense . . . . .      12.4      13.0       10.4         9.4        8.4       11.2       10.4       10.0
 Development expense . . . . . . . . . .       5.4       2.3        0.5         0.6        0.7        0.7        0.7        0.8
 General and administrative expense. . .      39.5      37.5       35.5        31.7       28.7       39.9       31.9       34.0
 Amortization expense. . . . . . . . . .       1.7       1.9        2.5         2.2        2.1        2.7        2.4        2.6
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Operating income (loss) . . . . . . . .     (17.5)    (14.8)      (5.9)        1.5        5.5      (17.2)      (3.3)     (13.1)
 Other income (expense), net . . . . . .         -      (0.5)      (4.2)       (0.7)      (0.8)      (0.1)      (0.6)      (0.5)
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Income (loss) before taxes. . . . . . .     (17.5)    (15.3)     (10.1)        0.8        4.7      (17.3)      (3.9)     (13.6)
 Provision (benefit) for income taxes. .      (6.4)     41.9       (0.6)       (1.5)       3.4       (3.5)      54.8       45.7
                                          ---------  --------  ---------  ----------  ---------  ---------  ---------  ---------
 Net income (loss) . . . . . . . . . . .     (11.1)%   (57.2)%     (9.5)%       2.3%       1.2%     (13.8)%    (58.7)%    (59.3)%
                                          =========  ========  =========  ==========  =========  =========  =========  =========
</TABLE>


                                  Page 54 of 59
<PAGE>