<PAGE>
   
                                                                  EXHIBIT 99.4 

                      ILEX SYSTEMS, INC. AND SUBSIDIARY 
                      CONSOLIDATED FINANCIAL STATEMENTS 
                              December 31, 1997 
    

                                1           
<PAGE>
                         INDEPENDENT AUDITORS' REPORT 

   
The Board of Directors 
ILEX Systems, Inc.: 

   We have audited the accompanying consolidated balance sheet of ILEX 
Systems, Inc. and subsidiary as of December 31, 1997, and the related 
consolidated statements of income, shareholders' equity, and cash flows for 
the year then ended. These consolidated 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 audit. 

   We conducted our audit in accordance with generally accepted auditing 
standards. 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, as well as evaluating the overall 
financial statement presentation. We believe that our audit provides a 
reasonable basis for our opinion. 

   In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of ILEX 
Systems, Inc. and subsidiary as of December 31, 1997, and the results of 
their operations and their cash flows for the year then ended in conformity 
with generally accepted accounting principles. 

                                           /s/ KPMG Peat Marwick LLP 

San Jose, California 
February 9, 1998, except as to Note 9 which 
    is as of February 27, 1998 
    

                                2           
<PAGE>
   
                      ILEX SYSTEMS, INC. AND SUBSIDIARY 
                          CONSOLIDATED BALANCE SHEET 
                              DECEMBER 31, 1997 

<TABLE>
<CAPTION>
<S>                                                                              <C>
                                            ASSETS 
Current assets: 
 Cash and cash equivalents .....................................................  $ 4,919,548 
 Accounts receivable, net of allowance for doubtful accounts of $327,422  ......    7,354,640 
 Unbilled accounts receivable ..................................................    4,868,453 
 Inventories ...................................................................      923,466 
 Deferred income taxes .........................................................       13,000 
 Other current assets ..........................................................      278,771 
                                                                                 ------------- 
  Total current assets .........................................................   18,357,878 
Property, plant, and equipment: 
 Equipment .....................................................................    2,343,643 
 Furniture, fixtures, and leasehold improvements ...............................      634,425 
                                                                                 ------------- 
                                                                                    2,978,068 
 Accumulated depreciation and amortization .....................................   (2,031,763) 
                                                                                 ------------- 
                                                                                      946,305 
Goodwill, net of accumulated amortization of $117,940 ..........................      343,564 
Deposits and other assets ......................................................      138,730 
                                                                                 ------------- 
                                                                                  $19,786,477 
                                                                                 ============= 
                             LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities: 
 Current portion of long-term debt .............................................  $    62,833 
 Accounts payable ..............................................................    2,226,340 
 Accrued payroll and related expenses ..........................................    3,176,151 
 Deferred income ...............................................................       37,843 
 Distribution payable to shareholders ..........................................    2,216,877 
 Income taxes payable ..........................................................       80,552 
 Other current liabilities .....................................................      175,011 
                                                                                 ------------- 
  Total current liabilities ....................................................    7,975,607 
Other liabilities ..............................................................       18,678 
                                                                                 ------------- 
  Total liabilities ............................................................    7,994,285 
Shareholders' equity: 
 Common stock, no par value; 5,000,000 shares authorized; 1,317,605 shares 
  issued and outstanding .......................................................    1,386,417 
 Retained earnings .............................................................   10,405,775 
                                                                                 ------------- 
  Total shareholders' equity ...................................................   11,792,192 
Commitments .................................................................... 
                                                                                 ------------- 
                                                                                  $19,786,477 
                                                                                 ============= 
</TABLE>

See accompanying notes to consolidated financial statements. 
    

                                3           
<PAGE>
   
                      ILEX SYSTEMS, INC. AND SUBSIDIARY 
                       CONSOLIDATED STATEMENT OF INCOME 
                         YEAR ENDED DECEMBER 31, 1997 

<TABLE>
<CAPTION>
<S>                                     <C>
 Revenues: 
 Consulting fees ......................  $57,309,190 
 Equipment sales ......................    6,213,038 
                                        ------------- 
                                          63,522,228 
                                        ------------- 
Costs and expenses: 
 Cost of revenue, consulting ..........   41,852,031 
 Cost of sales, equipment .............    3,314,614 
 Selling, general, and administrative      9,507,879 
 Research and development .............    1,211,497 
                                        ------------- 
                                          55,886,021 
                                        ------------- 
  Operating income ....................    7,636,207 
Other income (expense): 
 Interest income ......................      135,114 
 Interest expense .....................       (8,579) 
 Loss on write-down of investment  ....     (250,000) 
 Other expense ........................     (108,000) 
                                        ------------- 
  Income before income taxes ..........    7,404,742 
Income taxes ..........................      550,000 
                                        ------------- 
  Net income ..........................  $ 6,854,742 
                                        ============= 
</TABLE>

See accompanying notes to consolidated financial statements. 
    

                                4           
<PAGE>
   
                      ILEX SYSTEMS, INC. AND SUBSIDIARY 
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY 
                         YEAR ENDED DECEMBER 31, 1997 


<TABLE>
<CAPTION>
                                                COMMON STOCK                            TOTAL 
                                          -------------------------    RETAINED     SHAREHOLDERS' 
                                             SHARES       AMOUNT       EARNINGS        EQUITY 
                                          ----------- ------------   ------------- --------------- 
<S>                                       <C>         <C>           <C>           <C>              
Balances as of December 31, 1996 ........  1,315,720    $1,352,249   $10,606,517     $11,958,766 
Issuance of common stock in exchange for 
 services ...............................      3,400        42,500            --          42,500 
Stock repurchase ........................     (1,515)       (8,332)       (6,060)        (14,392) 
Distributions to shareholders ...........         --            --    (7,049,424)     (7,049,424) 
Net income ..............................         --            --     6,854,742       6,854,742 
                                          ----------- ------------  ------------- --------------- 
Balances as of December 31, 1997 ........  1,317,605    $1,386,417   $10,405,775     $11,792,192 
                                          =========== ============  ============= =============== 
</TABLE>


See accompanying notes to consolidated financial statements. 
    

                                5           
<PAGE>
   
                      ILEX SYSTEMS, INC. AND SUBSIDIARY 
                     CONSOLIDATED STATEMENT OF CASH FLOWS 
                         YEAR ENDED DECEMBER 31, 1997 


<TABLE>
<CAPTION>
<S>                                                                                    <C>
 Cash flows from operating activities: 
 Net income ..........................................................................  $ 6,854,742 
 Adjustments to reconcile net income to net cash provided by operating activities: 
  Depreciation and amortization ......................................................      419,593 
  Allowance for doubtful accounts ....................................................     (203,255) 
  Loss on write-down of investment ...................................................      250,000 
  Deferred income taxes ..............................................................      485,000 
  Issuance of common stock for services ..............................................       42,500 
  Changes in operating assets and liabilities: 
   Receivables .......................................................................   (1,267,205) 
   Inventories .......................................................................      387,485 
   Other current assets ..............................................................     (112,176) 
   Deposits and other assets .........................................................      140,884 
   Accounts payable and accrued liabilities ..........................................      324,963 
   Deferred income ...................................................................     (159,012) 
   Income taxes payable ..............................................................       80,552 
   Other liabilities .................................................................     (459,166) 
                                                                                       ------------- 
    Net cash provided by operating activities ........................................    6,784,905 
                                                                                       ------------- 
Cash flows used in investing activities--purchases of property, plant, and equipment       (416,630) 
                                                                                       ------------- 
Cash flows from financing activities: 
 Payments on debt ....................................................................      (67,265) 
 Distributions paid to shareholders ..................................................   (4,832,547) 
 Repurchase of common stock ..........................................................      (14,392) 
                                                                                       ------------- 
    Net cash used in financing activities ............................................   (4,914,204) 
                                                                                       ------------- 
Increase in cash and cash equivalents ................................................    1,454,071 
Cash and cash equivalents, beginning of year .........................................    3,465,477 
                                                                                       ------------- 
Cash and cash equivalents, end of year ...............................................  $ 4,919,548 
                                                                                       ============= 
Supplemental disclosures of cash flow information: 
 Cash paid during year: 
  Income taxes .......................................................................  $   716,190 
                                                                                       ============= 
  Interest ...........................................................................  $     8,579 
                                                                                       ============= 
  Noncash investing and financing activities--distributions payable to shareholders ..  $ 2,216,877 
                                                                                       ============= 
</TABLE>


See accompanying notes to consolidated financial statements. 
    

                                6           
<PAGE>
   
                      ILEX SYSTEMS, INC. AND SUBSIDIARY 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                              DECEMBER 31, 1997 

(1) SUMMARY OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES 

DESCRIPTION OF BUSINESS 

   ILEX Systems, Inc. (the "Company") provides services and products 
primarily in four areas: environmental consulting services to private and 
public sector customers; software consulting services to the federal 
government and its contractors; supervisory control and data acquisition 
products and services to the electrical utility industry; and secured 
communications products, principally to the federal government and its 
agencies. The majority of the Company's revenues are derived from its 
software consulting services. 

PRINCIPLES OF CONSOLIDATION 

   The accompanying consolidated financial statements include the financial 
statements of the Company and its wholly owned subsidiary. All significant 
intercompany balances and transactions have been eliminated in consolidation. 

REVENUE RECOGNITION 

   The Company's consulting services are generally performed on time-and 
materials-based contracts for the federal government and its contractors. 
Accordingly, revenues are recognized as services are performed. Equipment 
sales revenues are recognized upon shipment. Unbilled accounts receivable 
comprise charges for services and materials provided to customers that have 
not been invoiced. 

   The Company does not require collateral for its receivables. Reserves are 
maintained for potential credit losses. 

CASH EQUIVALENTS 

   Cash equivalents of $1,879,285 as of December 31, 1997, consist 
principally of money market investments. For purposes of the accompanying 
consolidated statement of cash flows, the Company considers all highly liquid 
debt instruments with remaining maturities of three months or less when 
acquired to be cash equivalents. 

FAIR VALUE OF FINANCIAL INSTRUMENTS 

   The carrying value of financial instruments in the Company's consolidated 
financial statements approximates fair value due to the short-term maturities 
of these instruments. 

INVENTORIES 

   Inventories are stated at the lower of cost (first-in, first-out basis) or 
market. 

PROPERTY, PLANT, AND EQUIPMENT 

   Property, plant, and equipment are stated at cost. Depreciation is 
calculated using the straight-line method over the estimated useful lives of 
the assets (generally five years). Leasehold improvements are amortized 
straight-line over the shorter of the lease term or the estimated useful life 
of the asset. 

GOODWILL 

   Goodwill, which represents the excess of purchase price over the fair 
value of net assets acquired, is amortized on a straight-line basis over the 
expected periods to be benefited of 10 to 15 years. The Company assesses the 
recoverability of goodwill by determining whether the amortization of the 
goodwill balance over its remaining life can be recovered through 
undiscounted future operating cash flows of the acquired operation. 
    

                                7           
<PAGE>
   
INCOME TAXES 

   The Company elected S corporation status on March 17, 1997, effective 
January 1, 1997. Federal and the majority of state income taxes on the income 
of S corporations are generally payable by the individual shareholders rather 
than the Company. 

   Income taxes are accounted for under the asset and liability method. 
Deferred tax assets and liabilities are recognized for the future tax 
consequences attributable to differences between the financial statement 
carrying amounts of existing assets and liabilities and their respective tax 
bases and operating loss and tax credit carryforwards. Deferred tax assets 
and liabilities are measured using enacted tax rates expected to apply to 
taxable income in the years in which those temporary differences are expected 
to be recovered or settled. The effect on deferred tax assets and liabilities 
of a change in tax rates is recognized in income in the period that includes 
the enactment date. 

USE OF ESTIMATES 

   The Company's management has made a number of estimates and assumptions 
relating to the reporting of assets and liabilities and the disclosure of 
contingent assets and liabilities to prepare these consolidated financial 
statements in conformity with generally accepted accounting principles. 
Actual results could differ from those estimates. 

(2) INVENTORIES 

   Inventories consisted of the following as of December 31, 1997: 

<TABLE>
<CAPTION>
<S>                              <C>
Raw materials and 
 subassemblies..................  $833,945 
Work in process.................    89,521 
                                 ---------- 
                                  $923,466 
                                 ========== 
</TABLE>

(3) LINE OF CREDIT AND LONG-TERM DEBT 

   The Company has a $5,000,000 line of credit with a bank that is due on 
demand. Interest is payable at the bank's prime rate (8.5% as of December 31, 
1997) and is secured by trade accounts receivable, inventories, and other 
assets. Borrowings outstanding under the line of credit were $-0-as of 
December 31, 1997. The line of credit contains certain restrictive financial 
covenants, including a minimum level of net worth and cash flow to debt 
ratio. As of December 31, 1997, the Company was in compliance with all such 
covenants. 

   The Company has an unsecured promissory note payable to a former 
shareholder that was issued in conjunction with the repurchase of shares of 
common stock in 1992. The note bears interest at 10% with payments of $6,000 
per month, including interest, through December 1998. As of December 31, 
1997, the principal balance of this note was $62,833. 

(4) INCOME TAXES 

   The provision for income taxes for the year ended December 31, 1997, 
consisted of the following: 

<TABLE>
<CAPTION>
<S>         <C>
 Federal: 
 Current ..        -- 
 Deferred .  $388,000 
            ---------- 
              388,000 
            ---------- 
State: 
 Current ..    65,000 
 Deferred .    97,000 
            ---------- 
              162,000 
            ---------- 
             $550,000 
            ========== 
</TABLE>
    


                                8           

<PAGE>
   
   The provision for income taxes for the year ended December 31, 1997, 
differs from the federal statutory rate, primarily due to the flow through 
nature of income tax liability to the shareholders and reduction of the 
federal and partial state deferred income tax assets and liabilities as of 
December 31, 1996, resulting from the S corporation election as follows: 

<TABLE>
<CAPTION>
<S>                                        <C>
Federal income tax statutory rate ........    34.0% 
State income tax rate.....................     2.2 
Benefit of federal S corporation 
 election.................................   (28.8) 
                                           -------- 
                                               7.4% 
                                           ======== 
</TABLE>

   The gross deferred tax assets were $13,000 as of December 31, 1997, 
consisting of the state deferred income tax assets and liabilities for those 
states who do not recognize S corporation status. Management considers 
realization of the net deferred tax assets more likely than not due to 
continued profitability of the Company and significant carryback 
opportunities. 

(5) EMPLOYEE BENEFIT PLANS 

   The Company has two Section 401(k) retirement savings plans (the Plans). 
Under the terms of the Plans, employees may make contributions based on a 
percentage of eligible earnings. Company contributions to the Plans are 
discretionary and totaled $359,718 in 1997. 

(6) STOCK OPTION PLAN 

   The Company has 100,000 shares of common stock reserved for issuance under 
its 1992 Incentive Stock Option Plan (the "Plan"). Under the Plan, the 
Company may grant options to employees, officers, and directors. Options are 
granted at prices not less than the fair market value of the Company's common 
stock as determined by the Board of Directors on the grant date. Options vest 
ratably over 48 months and expire 49 months from the date of grant. 

   The Company applies Accounting Principles Board Opinion No. 25 (APB 25) in 
accounting for its stock options. The exercise price for stock options 
granted to employees in 1997 equaled the fair value of the Company's common 
stock at the date of grant. Accordingly, in accordance with APB 25, no 
compensation expense was recognized by the Company. 

   For purposes of pro forma disclosures required by Statement of Financial 
Accounting Standards No. 123 (SFAS 123), the compensation cost of the 
options, based on their estimated fair values, is amortized to expense over 
the vesting periods of the options. The Company's net income for the year 
ended December 31, 1997 would have reduced to the pro forma amounts indicated 
below: 

<TABLE>
<CAPTION>
<S>             <C>
 Net income: 
 As reported  .  $6,854,742 
                ============ 
 Pro forma ....  $6,838,958 
                ============ 
</TABLE>

   On January 1, 1997, the Company had no options outstanding. In July 1997, 
the Company granted 25,000 options at an exercise price of $17.50, all of 
which were outstanding but not exercisable as of December 31, 1997. 

   The weighted-average grant-date fair value of options granted during the 
year ended December 31, 1997 was $3.05 per option. The weighted-average 
remaining contract life of the Company's outstanding stock options was 3.5 
years at December 31, 1997. 

   Pro forma information regarding net income as required by SFAS 123 has 
been determined as if the Company had accounted for its employee stock 
options under the fair value method. The fair value for the options was 
estimated at the date of grant using the minimum value method prescribed in 
SFAS 123, which does not consider the expected volatility of the Company 
stock price, with the following weighted-average assumptions for 1997: risk 
free interest rate of 6.06%; dividend yield of 0%; and weighted-average 
expected option life of 3.25 years. 
    

                                9           
<PAGE>
   
(7) COMMITMENTS 

   The Company leases certain facilities under operating leases that expire 
at various dates through 2001. The Company in turn subleases some of these 
facilities. As of December 31, 1997, future minimum lease payments under 
noncancelable operating leases, exclusive of the sublease rentals, are as 
follows: 

<TABLE>
<CAPTION>
  YEAR ENDING 
 DECEMBER 31, 
-------------- 
<S>             <C>
  1998.........  $1,474,448 
  1999.........     510,551 
  2000.........     292,096 
  2001.........     124,212 
                ------------ 
                 $2,401,307 
                ============ 
</TABLE>

   Rent expense, exclusive of sublease rentals, was approximately $1,081,636 
in 1997. Sublease rental income was approximately $186,733 in 1997. 

(8) SIGNIFICANT CUSTOMERS 

   For the year ended December 31, 1997, sales to a single customer 
represented 26% of revenues. The outstanding accounts receivable and unbilled 
receivable balances for this customer as of December 31, 1997, were 
$1,257,875 and $2,228,650, respectively. 

(9) SUBSEQUENT EVENT 

   In January 1998, shareholders of the Company agreed to sell all of their 
common stock for approximately $50,000,000, subject to certain adjustments, 
plus additional consideration based on post-acquisition performance. The sale 
closed on February 27, 1998. 
    

                               10