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Exhibit 99.2
    ITEM 1A.
 RISK
    FACTORS  Risks
    that Relate to our Failure to Timely File Reports with the SEC
    and our Internal Control over Financial Reporting
  and/or
  Our continuing failure to timely file certain periodic
    reports with the SEC poses significant risks to our business,
    each of which could materially and adversely affect our
    financial condition and results of operations.
  Forms 10-K Forms 10-Q
    
    A breach could be declared under our senior secured credit
    facility if our lenders cease to grant us extensions to file our
    periodic reports, which may result in the lenders declaring our
    outstanding loans due and payable in whole or in part, and
    potentially resulting in a cross default to one or more series
    of our convertible subordinated debentures and other
    indebtedness. See Risks that Relate to Our
    Liquidity.
    If the NYSE ceases to grant us extensions to file our periodic
    reports with the NYSE, it has the right to begin proceedings to
    delist our common stock. A delisting of our common stock would
    have a material adverse effect on us by, among other things:  
    reducing the liquidity and market price of our common stock;
    resulting in a possible event of default under and acceleration
    of our senior secured credit facility and triggering a right to
    the holders of our debentures to request us to repurchase all
    then outstanding debentures; and
    reducing the number of investors willing to hold or acquire our
    common stock, thereby restricting our ability to obtain equity
    financing.  
    Since we continue to be unable to file a registration statement
    for the resale of the common stock underlying one or more series
    of our convertible subordinated debentures, we continue to be
    required to pay additional interest on them.
    We may have difficulty retaining our clients and obtaining new
    clients.
    We are not eligible to use a registration statement to offer and
    sell freely tradable securities, which prevents us from
    accessing the public capital markets.
    Until we are current in our SEC filings, there will not be
    adequate current public information available to permit certain
    resales of restricted securities pursuant to Rule 144 under
    the Securities Act, which could have a detrimental effect on our
    relations with our employees and investors who hold restricted
    securities.
    Because we are not current in our SEC filings, significant
    features of many of our employee equity plans remain suspended
    and our employees have effectively been precluded from realizing
    the 1




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appreciation in equity-based awards. For instance, if we are
    unable to become current in our SEC filings by April 30,
    2007, we may experience increased rates of withdrawals by our
    employees of their accumulated contributions to our ESPP. For
    more information, see Risks that Relate to our
    Liquidity.    In fiscal 2004, we identified material weaknesses in our
    internal control over financial reporting, which could
    materially and adversely affect our business and financial
    condition, and as of December 31, 2005, these material
    weaknesses remain.
        We face risks related to securities litigation and
    regulatory actions that could adversely affect our financial
    condition and business.
  class-action
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Risks
    that Relate to Our Business
  Our business may be adversely impacted as a result of
    changes in demand, both globally and in individual market
    segments, for consulting and systems integration
    services.
      Our operating results will suffer if we are not able to
    maintain our billing and utilization rates or control our
    costs.
      
    our clients perception of our ability to add value through
    our services;
    use of lower-cost service delivery personnel;
    introduction of new services or products by us or our
    competitors;
    pricing policies of our competitors; and
    general economic conditions in the United States and abroad.    
    seasonal trends, primarily as a result of our hiring cycle and
    holiday and summer vacations;
    our ability to transition employees from completed projects to
    new engagements; 3




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
    our ability to forecast demand for our services and thereby
    maintain an appropriately balanced and sized workforce;
    our ability to manage attrition; and
    our ability to mobilize our workforce quickly or economically,
    especially outside the United States.    The systems integration consulting markets are highly
    competitive, and we may not be able to compete effectively if we
    are not able to maintain our billing rates or control our
    costs.
    We have incurred significant operating losses under our
    contract with Hawaiian Telcom Communications, Inc. and could
    incur significant additional losses and cash outflows in fiscal
    2006.
    Contracting with the Federal government is inherently
    risky and exposes us to risks that may materially and adversely
    affect our business.
    
    Our government contracts are subject to laws and regulations
    that provide government clients with rights and remedies not
    typically found in commercial contracts, which are unfavorable
    to us. These rights and remedies allow government clients, among
    other things, to:  
    establish temporary holdbacks of funds due and owing to us under
    contracts for various reasons; 4




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
    terminate our facility security clearances and thereby prevent
    us from receiving classified contracts;
    cancel multi-year contracts and related orders if funds for
    contract performance for any subsequent year become unavailable;
    claim rights in products, systems and technology produced by us;
    prohibit future procurement awards with a particular agency if
    it is found that our prior relationship with that agency gives
    us an unfair advantage over competing contractors;
    subject the award of contracts to protest by competitors, which
    may require the suspension of our performance pending the
    outcome of the protest or our resubmission of a bid for the
    contract, or result in the termination, reduction or
    modification of the awarded contract; and
    prospectively reduce our pricing based upon achieving certain
    agreed service volumes or other metrics and reimburse any
    previously charged amounts subsequently found to have been
    improperly charged under the contract.  
    Our failure to obtain and maintain necessary security clearances
    may limit our ability to perform classified work for government
    clients, which could cause us to lose business. In addition,
    security breaches in sensitive government systems that we have
    developed could damage our reputation and eligibility for
    additional work and expose us to significant losses.
    The Federal government audits and reviews our performance on
    contracts, pricing and cost allocation practices, cost
    structure, systems, and compliance with applicable laws,
    regulations and standards. If the government finds that our
    costs are not reimbursable, have not been properly determined or
    are based on outdated estimates of our costs, we may not be
    allowed to bill for all or part of those costs, or we may have
    to refund cash that we have already collected, which may
    materially affect our operating margin and the expected timing
    of our cash flows.
    Government contracting officers have wide latitude in their
    ability to conclude as to the financial responsibility of
    companies that contract with agencies of the U.S. Federal
    government. Officers who conclude that a company is not
    financially responsible may withhold new engagements and
    terminate recently contracted engagements for which significant
    expenditures and outlays already may have been made.
    If the government uncovers improper or illegal activities in the
    course of audits or investigations, we may be subject to civil
    and criminal penalties and administrative sanctions, including
    termination of contracts, forfeiture of profits, suspension of
    payments, fines and suspension or debarment from doing business
    with Federal government agencies. These consequences could
    materially and adversely affect our revenue and operating
    results. The inherent limitations of internal controls, even
    when adequate, may not prevent or detect all improper or illegal
    activities.
    Government contracts, and the proceedings surrounding them, are
    often subject to more extensive scrutiny and publicity than
    other commercial contracts. Negative publicity related to our
    government contracts, regardless of its accuracy, may further
    damage our business by affecting our ability to compete for new
    contracts.    Our ability to attract, retain and motivate our managing
    directors and other key employees is critical to the success of
    our business. We continue to experience sustained,
    higher-than-industry
    average levels of voluntary turnover among our workforce, which
    has impacted our ability to grow our business.
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Our contracts can be terminated by our clients with short
    notice, or our clients may cancel or delay projects.
  engagement-by-engagement
  If we are not able to keep up with rapid changes in
    technology or maintain strong relationships with software
    providers, our business could suffer.
      Loss of our joint marketing relationships could reduce our
    revenue and growth prospects.
    We are not likely to be able to significantly grow our
    business through mergers and acquisitions in the near
    term.
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There will not be a consistent pattern in our financial
    results from quarter to quarter, which may result in increased
    volatility of our stock price.
    
    the business decisions of our clients regarding the use of our
    services;
    seasonality, including the number of work days and holidays and
    summer vacations;
    the stage of completion of existing projects or their
    termination;
    cost overruns or revenue write-offs resulting from unexpected
    delays or delivery issues on engagements;
    periodic differences between our clients estimated and
    actual levels of business activity associated with ongoing
    engagements;
    our ability to transition employees quickly from completed
    projects to new engagements;
    the introduction of new products or services by us or our
    competitors;
    changes in our pricing policies or those of our competitors;
    our ability to manage costs, including personnel costs and
    support services costs, particularly outside the United States
    where local labor laws may significantly affect our ability to
    mobilize personnel quickly or economically;
    currency exchange fluctuations;
    changes in, or the application of changes to, accounting
    principles generally accepted in the United States, particularly
    those related to revenue recognition; and
    global, regional and local economic and political conditions and
    related risks, including acts of terrorism.  Our profitability may decline due to financial, regulatory
    and operational risks inherent in worldwide operations.
    We may bear the risk of cost overruns relating to our
    services, thereby adversely affecting our profitability.
  level-of-effort level-of-effort
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level-of-effort
  We may face legal liabilities and damage to our
    professional reputation from claims made against our
    work.
    Our services may infringe upon the intellectual property
    rights of others.
    We have only a limited ability to protect our intellectual
    property rights, which are important to our success.
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Risks
    that Relate to Our Liquidity
  Our current cash resources might not be sufficient to meet
    our expected near-term cash needs, especially to fund
    intra-quarter operating cash requirements and non-recurring cash
    requirements (e.g., to settle lawsuits).
    We have been unable to issue shares of our common stock
    under our ESPP since February 1, 2005. The longer we are
    unable to issue shares of our common stock, the more likely our
    ESPP participants may elect to withdraw their accumulated cash
    contributions from the ESPP at rates higher than those we have
    historically experienced.
    We have limited availability under our 2005 Credit
    Facility to borrow additional amounts or issue additional
    letters of credit, and we may not be able to refinance our debt
    or to do so on favorable terms.
    and/or
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Our 2005 Credit Facility imposes a number of restrictions
    on the way in which we operate our business and may negatively
    affect our ability to finance future needs, or do so on
    favorable terms. If we violate these restrictions, we will be in
    default under the 2005 Credit Facility, which may cross-default
    to our other indebtedness.
        If our operating performance is materially and adversely
    affected, we may not be able to service our indebtedness.
    We may be required to post collateral to support our
    obligations under our surety bonds, and we may be unable to
    obtain new surety bonds, letters of credit or bank guarantees in
    support of client engagements on acceptable terms.
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Downgrades of our credit ratings may increase our
    borrowing costs and materially and adversely affect our
    financial condition.
        Our leverage may adversely affect our business and
    financial performance and may restrict our operating
    flexibility.
    
    limit cash flow available for general corporate purposes, such
    as capital expenditures;
    limit our ability to obtain, or obtain on favorable terms,
    additional debt financing in the future for working capital or
    capital expenditures;
    limit our flexibility in reacting to competitive and other
    changes in our industry and economic conditions generally;
    expose us to a risk that a substantial decrease in net operating
    cash flows due to economic developments or adverse developments
    in our business could make it difficult to meet debt service
    requirements; and
    expose us to risks inherent in interest rate fluctuations
    because borrowings may be at variable rates of interest, which
    could result in high interest expense in the event of increases
    in interest rates.  The holders of our debentures have the right, at their
    option, to require us to purchase some or all of their
    debentures upon certain dates or upon the occurrence of certain
    designated events, which could have a material adverse effect on
    our liquidity.
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Risks
    that Relate to Our Common Stock
  The price of our common stock may decline due to the
    number of shares that may be available for sale in the
    future.
      Initial Per Share


TotalConversion


ApproximatePrice/Exercise


Number ofConvertible Debt and Warrants

Price


Shares$250.0 million 2.50%
    Series A Convertible Subordinated Debentures

$
10.50



23.8 million$200.0 million 2.75%
    Series B Convertible Subordinated Debentures

$
10.50



19.0 million$200.0 million
    5.0% Convertible Senior Subordinated Debentures

$
6.60



30.3 million$40.0 million
    0.50% Convertible Senior Subordinated Debentures

$
6.75



5.9 millionWarrants issued in connection with
    the July 2005 Senior Debentures

$
8.00



3.5 millionTotal






82.5 million       Number of Shares

Calendar Year559,454



2006
(remainder of 2006)2,304,843



2007844,836



2008     Number of Shares

Calendar Year0



20068,415,190



20073,455,382



2008    12




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There are significant limitations on the ability of any
    person or company to acquire the Company without the approval of
    our Board of Directors.
      
    our Board of Directors is classified into three classes, each of
    which will serve for staggered three-year terms;
    a director may be removed by our stockholders only for cause and
    then only by the affirmative vote of two-thirds of our voting
    stock;
    only our Board of Directors or the Chairman of our Board of
    Directors may call special meetings of our stockholders;
    our stockholders may not take action by written consent;
    our stockholders must comply with advance notice procedures in
    order to nominate candidates for election to our Board of
    Directors or to place stockholders proposals on the agenda
    for consideration at meetings of the stockholders;
    if stockholder approval is required by applicable law, any
    mergers, consolidations and sales of all or substantially all of
    our assets must be approved by the affirmative vote of at least
    two-thirds of our voting stock; and
    our stockholders may amend or repeal any of the foregoing
    provisions of our certificate of incorporation or our bylaws
    only by a vote of two-thirds of our voting stock.  Risks
    that Relate to Our Relationship with KPMG LLP
  The termination of services provided under the transition
    services agreement with KPMG LLP could involve significant
    expense, which could adversely affect our financial
    results.
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