<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K


(Mark One):

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 2002

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the transition period from ________ to
         ___________

                        Commission file number: 0-22945

                          THE A CONSULTING TEAM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                New York                                 13-3169913
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)

         200 Park Avenue South                         (212) 979-8228
        New York, New York 10003              (Registrant's Telephone Number,
(Address of Principal Executive Offices)            Including Area Code)

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


Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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). Yes [ ] No [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 25, 2003 was approximately $1,367,318 based on the
average of the bid and asked prices of the registrant's Common Stock on The
Nasdaq SmallCap Stock Market (SM) on such date.

As of March 25, 2003, there were 8,386,871 shares of the registrant's Common
Stock, $.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders, which will be filed on or before April 30, 2003, are
incorporated by reference into Part III of this Report. See Item 16 for a list
of exhibits incorporated by reference into this Report.

<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
PART I   ........................................................................................................1
ITEM 1.  BUSINESS................................................................................................1
ITEM 2.  PROPERTIES..............................................................................................4
ITEM 3.  LEGAL PROCEEDINGS.......................................................................................5
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....................................................5
PART II  ........................................................................................................5
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................................5
ITEM 6.  SELECTED FINANCIAL DATA.................................................................................6
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................7
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................................21
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................................................21
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE...................21
PART III .......................................................................................................22
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT....................................................22
ITEM 11.  EXECUTIVE COMPENSATION................................................................................23
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................................23
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................................................23
Item 14.  Controls and Procedures...............................................................................23
Item 15.  Principal Accountant Fees and Services................................................................23
PART IV   ......................................................................................................25
ITEM 16.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K......................................25
</TABLE>

<PAGE>

PART I

This Annual Report on Form 10-K contains forward-looking statements. Additional
written and oral forward-looking statements may be made by the Company from time
to time in Securities and Exchange Commission ("SEC") filings and otherwise. The
Company cautions readers that results predicted by forward-looking statements,
including, without limitation, those relating to the Company's future business
prospects, revenues, working capital, liquidity, capital needs, interest costs,
and income are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward-looking
statements due to risks and factors identified from time to time in the
Company's filings with the SEC including those discussed in this Report.

ITEM 1.  BUSINESS

General

         Incorporated in 1983, The A Consulting Team, Inc., a New York
corporation (the "Company" or "TACT" or the "Registrant") has provided a wide
range of information technology ("IT") consulting, custom application
development and solutions to Fortune 1000 companies and other large
organizations. In August of 1997, TACT became a public company, headquartered in
New York, NY. In addition, TACT has an office in Clark, NJ. The Company supports
all major computer technology platforms and supports client IT projects by using
a broad range of third-party software applications.

         The Company's shares are listed on The Nasdaq SmallCap MarketSM under
the symbol "TACX."

Industry Background

         Rapid technological advance, and the wide acceptance and use of the
Internet as a driving force in commerce, accelerated the growth of the IT
industry through 2001. These advances included more powerful and less expensive
computer technology, the transition from predominantly centralized mainframe
computer systems to open and distributed computing environments and the advent
of capabilities such as relational databases, imaging, software development
productivity tools, electronic commerce ("e-commerce") applications and
web-enabled software. These advances expanded the benefits that users can derive
from computer-based information systems and improved the price-to-performance
ratios of such systems. As a result, an increasing number of companies were
employing IT in new ways, often to gain competitive advantages in the
marketplace, and IT services have become an essential component of their
long-term growth strategies. The same advances that have enhanced the benefits
of computer systems rendered the development and implementation of such systems
increasingly complex. In addition, there was a shortage of IT consultants
qualified to support these systems. Accordingly, organizations turned to
external IT services organizations such as TACT to develop, support and enhance
their internal IT systems. However, during 2002 and continuing into 2003 there
has been a slowdown in IT spending coincident with the general economic
slowdown. This has resulted in revenue decreases at many IT service companies
and is expected to continue for the remainder of 2003.

Strategy

         The Company's objective is to continue to provide its clients with high
quality, technology-based consulting services in the areas of migrations and
conversions of legacy systems, web enhancements, custom development, strategic
sourcing and enterprise-wide IT consulting, software and solutions. The
Company's strategies include the following key components:

         Cross-sell Additional Services to Existing Clients. By offering
existing clients additional IT consulting services and software, TACT intends to
leverage its existing client base. The Company's relationships with current
clients provide opportunities to market additional services in current and new
geographical markets.


                                       1
<PAGE>

         Expand Client Base. The Company is developing additional client
relationships in geographic markets where the Company maintains offices (New
York, NY and Clark, NJ) through targeted marketing initiatives, participation in
local trade shows, user group meetings and conventions and referrals from
existing clients. In addition, the Company has initiatives to develop clients in
other geographic areas based on certain specialized services that the Company
provides.

         Acquisitions and Strategic Relationships. On July 19, 2002, the Company
consummated the acquisition of all of the issued and outstanding capital stock
of International Object Technology, Inc. IOT was a privately owned, professional
services firm that provides data management and business intelligence solutions,
technology consulting and project management services. The Company continuously
looks for companies and other organizations that it may acquire or develop other
relationships with that are strategic to the Company's business. The Company has
established certain acquisition criteria. It is primarily interested in
companies and organizations that are (i) established in geographic locations of
the Company, or (ii) has a depth of service offerings that the Company finds
attractive.

         Operational Efficiencies and Cost Reductions. The Company has
restructured its operations and reduced its cost structure by migrating to a
flexible workforce and reducing corporate and general administrative expenses.

T3 Media, Inc.

         T3 Media, Inc. a majority-owned subsidiary of the Company, ceased
operations during the second quarter of 2001.

Always-On Software, Inc.

         The Company wrote off its minority ownership in Always-On Software,
Inc. during the second quarter of 2001. Always-On Software was a global provider
of software application services ("ASP") based in New York City. Always-On
Software was merged with Veracicom, Inc. in the fourth quarter of 2001.

Methoda Computers Ltd.

         The Company has written down its minority investment in Methoda
Computer Ltd. during the third quarter of 2002 from $500,000 to $368,000.
Methoda Computer Ltd. is a leading methodology provider and knowledgebase for IT
management and software engineering based in Israel.

TACT Operations

         Consulting. TACT provides a wide range of IT consulting services,
including technology infrastructure advisory services and systems architecture
design for Fortune 1000 companies and other large organizations. The Company's
solutions are based on an understanding of each client's enterprise model. The
Company's accumulated knowledge may be applied to new projects such as planning,
designing and implementing enterprise-wide information systems, database
management services and systems integration.

         TACT delivers its IT solutions through TACT Solution Teams composed of
Project Managers, Technical Practice Managers and Technical Specialists. These
professionals possess the project management skills, technical expertise and
industry experience to identify and effectively address a particular client's
technical needs in relation to its business objectives. TACT's focus on
providing highly qualified IT professionals allows the Company to identify
additional areas of the client's business which could benefit from the Company's
IT solutions, thereby facilitating the cross-marketing of multiple Company
services. The Company keeps its Solution Teams at the forefront of emerging
technologies through close interaction with TACT research personnel who identify
innovative IT tools and technologies. As a result, management believes that TACT
Solution Teams are prepared to anticipate client needs, develop appropriate
strategies and deliver comprehensive IT services, thereby allowing the Company
to deliver the highest quality IT services in a timely fashion.


                                       2
<PAGE>

         A Solution Team is typically deployed from one of the Company's offices
in order to provide solutions to its clients by utilizing local resources.
Management's experience has been that the presence established by a local office
improves the Company's ability to attract local clients, as well as its ability
to attract, develop, motivate and retain locally-based IT professionals. The
Company's corporate headquarters supports its Clark, NJ office and performs many
functions, which allow the office to focus on recruiting, sales and marketing.

         Software. TACT markets and distributes a number of software products
developed by independent software developers. The Company believes its
relationships with over 74 software clients throughout the country provide
opportunities for the delivery of additional TACT consulting and training
services. The software products offered by TACT are developed in the United
States, England and Finland and marketed primarily through trade shows, direct
mail, telemarketing, client presentations and referrals. Revenue from the sale
of software is ancillary to the Company's total revenues.

Clients

         The Company's clients consist primarily of Fortune 1000 companies and
other large organizations. The Company's clients operate in a diverse range of
industries with a concentration in the financial services, automotive and
insurance industries. Eleven of the Company's top twenty clients measured by
revenue for the year ended December 31, 2002 had been clients for over five
years. In 2002, the Company's two largest customers were Mellon Investor
Services and BMW NA and they represented 25% and 24% of revenues, respectively.
Besides these two customers, no other customer represented greater than 10% of
the Company's revenues. During 2003, the Company expects revenues derived from
Mellon Investor Services to decrease.

New Technologies

         TACT continuously investigates new technologies developed by third
parties to determine their viability and potential acceptance in the Fortune
1000 marketplace. The Company's staff works diligently to identify those
"bleeding-edge" technologies that will succeed as "leading-edge" business
solutions. TACT personnel are highly qualified in delivering these technical
solutions.

Sales and Marketing

         TACT's marketing strategy is to develop long-term partnership
relationships with existing and new clients that will lead to the Company
becoming a preferred provider of IT services. The Company seeks to employ a
"cross selling" approach where appropriate to expand the number of services
utilized by a single client. Other sales and marketing methods include client
referrals, networking and attending trade shows. At December 31, 2002, the
Company employed 11 sales and marketing personnel. Another marketing resource,
which has also served the Company in its recruiting efforts, is the Company's
web site at http://www.tact.com. The web site provides information about TACT
consulting services and software products to the IT community.

Competition

         The market for IT consulting services is intensely competitive. It is
affected by rapid technological advances and includes a large number of
competitors. The Company's competitors include the current or former consulting
divisions of "Big Five" accounting firms, systems consulting and implementation
firms, application software development firms, management consulting firms,
divisions of large hardware and software companies, offshore outsourcing
companies and niche providers of IT services. Many of these competitors have
significantly greater financial, technical and marketing resources and greater
name recognition than the Company. In addition, the Company competes with its
clients' internal resources, particularly when these resources represent an
existing cost to the client. Such competition may impose additional pricing
pressures on the Company.


                                       3
<PAGE>

         The Company believes that the principal competitive factors in the IT
services market include breadth of services offered, technical expertise,
knowledge and experience in the industry, quality of service and responsiveness
to client needs. The Company believes it competes primarily based on its
in-depth technical expertise, timely delivery of products and services and
quality of service.

         A critical component of the Company's ability to compete in the
marketplace is its ability to attract, develop, motivate and retain skilled
professionals. The Company believes it can compete favorably in hiring such
personnel by offering competitive compensation packages and attractive
assignment opportunities.

Human Resources

         At December 31, 2002, the Company had 101 personnel, of whom 62 were
consultants, 2 were recruiting personnel, 11 were sales and marketing personnel,
6 were technical and customer service personnel and 20 were executive, financial
and administrative personnel. None of the Company's employees are represented by
a labor union, and the Company has never incurred a work stoppage. In addition
to the Company's 101 personnel, the Company was utilizing the services of 46
independent contractors at December 31, 2002. These independent contractors act
as consultants and they are not employees of the Company. There can be no
assurance that the services of these independent contractors will continue to be
available to the Company on terms acceptable to the Company.

Intellectual Property Rights

         The Company relies upon a combination of nondisclosure and other
contractual arrangements and trade secret, copyright and trademark laws to
protect its proprietary rights and the proprietary rights of third parties from
whom the Company licenses intellectual property. The Company has entered into
confidentiality agreements with its employees and limits distribution of
proprietary information. There can be no assurance, however, 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 and take appropriate steps to enforce its intellectual property
rights. In addition, the Company is aware of other users of the term "TACT" and
combinations including "A Consulting," which users may be able to restrict the
Company's ability to establish or protect its right to use these terms. The
Company has in the past been contacted by other users of the term "TACT"
alleging rights to the term. However, the Company has completed the application
process for protection of certain marks, including "TACT" and "The A Consulting
Team."

         All ownership rights to software developed by the Company in connection
with a client engagement are typically assigned to the client. In limited
situations, the Company may retain ownership or obtain a license from its
client, which permits the Company or a third party to market the software for
the joint benefit of the client and the Company or for the sole benefit of the
Company.
Seasonality

          The Company's business has not been affected by seasonality.

ITEM 2.  PROPERTIES

         The Company's executive office is located at 200 Park Avenue South, New
York, NY 10003. The Company's executive office is approximately 8,400 square
feet and is located in a leased facility with a term expiring in January 31,
2004. The Company also leases approximately 7,000 square feet in a facility in
Clark, NJ. The lease on this facility expires on January 31, 2004.


                                       4
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         The Company is involved in a pending lawsuit with Sovereign Bank over
equipment leases related to its investment in Always-On Software, Inc. The
Company does not expect the results of this lawsuit to have a material adverse
effect on its financial statements.

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

         No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the year ended December 31, 2002.

         The Company submitted a proposal for an amendment to its Restated
Certificate of Incorporation to effect a reverse split of its common stock at a
ratio ranging from one-for-four to one-for-nine, grant the Board of Directors
the authority to decide whether to effect the reverse split and if the Board
elects to effect the reverse split, to select a split ratio within this range at
its discretion. This amendment was approved at a Special Shareholder Meeting on
January 21, 2003 as follows: 5,776,209 votes in favor of the amendment; 376,831
votes against the amendment; 400 votes abstained and 2,233,431 shares not voted.
The Board has not authorized the reverse stock split as of March 20, 2003.

PART II

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

Price Range of Common Stock

         The Company's Common Stock is currently listed on The Nasdaq SmallCap
MarketSM ("Nasdaq") under the symbol "TACX." TACT completed an initial public
offering of its Common Stock in August 8, 1997 and was listed on the Nasdaq
National Market. Prior to that date, there was no market for the Company's
Common Stock. In August 2002, the Company's common stock transitioned to the
Nasdaq SmallCap Market.

         The following table sets forth the quarterly range of high and low bid
prices of the Company's Common Stock since January 1, 2001 as reported by
Nasdaq:

    2001                               High           Low
    ----                               ----           ---
    First Quarter                      $2.375         $1.000
    Second Quarter                      1.031           .330
    Third Quarter                        .580           .330
    Fourth Quarter                       .650           .220

    2002                               High           Low
    ----                               ----           ---
    First Quarter                       $.600          $.190
    Second Quarter                       .690           .250
    Third Quarter                        .770           .310
    Fourth Quarter                       .500           .210

Dividends

         The Company has not paid any cash dividends on its Common Stock and
does not anticipate paying cash dividends on its Common Stock in the foreseeable
future. There are also certain restrictions on the payment of dividends within
the current line of credit agreement the Company has with Keltic Financial
Partners, LP.


                                       5
<PAGE>

         The Company is prohibited from paying dividends on its capital stock
due to restrictions under the Loan and Security Agreement between the Company
and Keltic Financial Partners, L.P., dated June 27, 2001 and amended by the July
2002 Modification Agreement. Keltic has consented to the payment of dividends on
the Series A and Series B Preferred Stock, provided an event of default does not
exist.

Holders

         The Company estimates that there were approximately 18 holders of
record of the Company's Common Stock on March 20, 2003. The Company believes
that the number of beneficial shareholders exceeds 600. There was one holder of
the Company's Series A Preferred Stock and one holder of the Company's Series B
Preferred Stock on March 20, 2003.

Recent Sales of Unregistered Securities

         On August 12, 2002, the Company issued 530,304 shares of Series A
Preferred Stock to Shmuel BenTov in exchange for $350,000.64. On November 12,
2002, the Company issued 41,311 shares of Series B Preferred Stock to Mr. Yosi
Vardi in exchange for $27,265.26. The Company relied upon the exemption from
registration set forth in Section 4(2) of the Securities Act, relating to sales
by an issuer not involving a public offering, in issuing the stock to Shmuel
BenTov and Yosi Vardi. Based upon discussions with and representations made by
the investors, the Company reasonably believed that such investors were
accredited and sophisticated investors. Mr. BenTov and Mr. Vardi had access to
information on the Company necessary to make an informed investment decision.
The shares of Series A and Series B Preferred Stock are convertible into Common
Stock on a 1:1 basis subject to adjustment for stock splits, consolidations and
stock dividends. In addition, the shares of Series A and Series B Preferred
Stock are entitled to a 7% cumulative dividend payable semi-annually. The
Company has also agreed to grant "piggyback" registration rights to Mr. BenTov
and Mr. Vardi for the shares of Common Stock issuable upon conversion of the
Series A and Series B Preferred Stock. The Company will use the proceeds from
the sale of Series A and Series B Preferred Stock for general working capital
purposes.

            Pursuant to a Stock Purchase Agreement dated as of June 28, 2002
among the Company, International Object Technology, Inc. ("IOT") and the holders
of all the issued and outstanding capital stock of IOT (the "IOT Stockholders"),
the Company sold an aggregate of 1,270,000 shares of unregistered common stock
to the IOT Stockholders and agreed to pay an aggregate of $650,000 in cash in
deferred payments over the next 30 months in exchange for all the issued and
outstanding capital stock of IOT (the "Acquisition"). The Acquisition closed on
July 19, 2002. The Company relied upon the exemption from registration set forth
in Section 4(2) of the Securities Act, relating to sales by an issuer not
involving a public offering, in issuing the stock to the IOT Stockholders. Based
upon discussions with and representations made by the IOT Stockholders, the
Company reasonably believed that such IOT Stockholders were accredited and/or
sophisticated investors. The Company granted to each IOT Stockholder access to
information on the Company necessary to make an informed investment decision.

           In 2002, the Company issued an aggregate of 393,000 stock options,
each with a term of 10 years from the date of grant, pursuant to its Stock
Option and Award Plan. The options have initial exercise prices that range from
$0.31 to $0.43 per share and they have vesting periods that range from
immediately vesting to vesting over 4 years.

ITEM 6.  SELECTED FINANCIAL DATA

         The following table contains certain financial and operating data and
is qualified by the more detailed Consolidated Financial Statements and Notes
thereto included herein. The selected financial data in the table is derived
from the Company's Consolidated Financial Statements and Notes thereto, which
includes financial data from IOT from the date of acquisition on July 19, 2002.
The selected financial data should be read in conjunction with the Financial
Statements and Notes thereto and other financial information included herein.


                                       6
<PAGE>

                            Selected Financial Data
           (in thousands, except number of shares and per share data)

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                     -----------------------------------------------------------------------
                                                        2002           2001           2000           1999           1998
                                                     -----------    -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>            <C>
Statement of Operations Data:
    Revenues                                         $    24,009    $    36,227    $    55,022    $    53,517    $    48,925
    Income (loss) from operations                           (130)       (13,472)       (18,124)        (3,203)         4,287
    Income (loss) before extraordinary item                  155        (13,900)       (16,798)        (2,667)         2,785
    Extraordinary item                                        49            249           --             --             --
    Net income (loss)                                        204        (13,651)       (16,798)        (2,667)         2,785
    Net income (loss) per share-basic and dilutive
        before extraordinary item                    $      0.02    $     (1.95)   $     (2.65)   $     (0.49)   $      0.51
    Extraordinary item                                      0.01           0.03           --             --             --
    Net income (loss) per share-basic
        and dilutive                                 $      0.03    $     (1.92)   $     (2.65)   $     (0.49)   $      0.51
    Weighted average shares used in per
        share calculation-basic                        7,694,460      7,116,871      6,329,927      5,485,000      5,485,000
    Weighted average shares used in per
        share calculation-diluted                      7,986,690      7,116,871      6,329,927      5,485,000      5,488,356

Balance Sheet Data
    Total assets                                     $     8,046    $     8,957    $    27,038    $    28,582    $    28,772
    Long-term liabilities                                    386             53            457            561             15
    Stockholders' equity                                   5,325          4,119         17,770         22,516         25,183
    Number of shares outstanding at
         year end                                      8,386,871      7,116,871      7,116,871      5,485,000      5,485,000
</TABLE>

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

         The following discussion and analysis of significant factors affecting
the Company's operating results and liquidity and capital resources should be
read in conjunction with the accompanying consolidated financial statements and
related notes.

Overview

         Since 1983, TACT has provided IT services and solutions to Fortune 1000
companies and other large organizations. In 1997, TACT became a public company
(Nasdaq SmallCap: TACX), headquartered in New York, NY. In addition, TACT has an
office in Clark, NJ.

         Rapid technological advance, and the wide acceptance and use of the
Internet as a driving force in commerce, accelerated the growth of the IT
industry through 2001. These advances included more powerful and less expensive
computer technology, the transition from predominantly centralized mainframe
computer systems to open and distributed computing environments and the advent
of capabilities such as relational databases, imaging, software development
productivity tools, electronic commerce ("e-commerce") applications and
web-enabled software. These advances expanded the benefits that users can derive
from computer-based information systems and improved the price-to-performance
ratios of such systems. As a result, an increasing number of companies were
employing IT in new ways, often to gain competitive advantages in the
marketplace, and IT services have become an essential component of their
long-term growth strategies. The same advances that have enhanced the benefits
of computer systems rendered the development and implementation of such systems
increasingly complex. In addition, there was a shortage of IT consultants
qualified to support these systems. Accordingly, organizations turned to
external IT services organizations such as TACT to develop, support and enhance
their internal IT systems. However, during 2002 and continuing into 2003 there
has been a slowdown in IT spending coincident with the general economic
slowdown. This has resulted in revenue decreases at many IT service companies
and is expected to continue for the remainder of 2003.


                                       7
<PAGE>

         TACT is an end-to-end IT solutions and services provider focused on
leveraging existing systems and data. The Company's goal is to empower customers
through the utilization of technology to reduce costs, improve services and
increase revenues. The Company delivers migrations and conversions of legacy
systems, web enablement of existing systems, customer development, strategic
sourcing and enterprise wide IT consulting, software and solutions.

          Approximately 95% of the Company's consulting services revenues were
generated from the hourly billing of its consultants' services to its clients
under time and materials engagements, with the remainder generated under
fixed-price engagements for 2002. During 2003 the Company expects to decrease
revenue generated from hourly billing by 10 to 15 percent and increase revenue,
which is generated under fixed price contracts by a similar amount.

         TACT provides clients with enterprise-wide information technology
consulting services and software products. TACT solutions cover the entire
spectrum of IT needs, including applications, data, and infrastructure. TACT
provides complete project life-cycle services--from application and system
design, through development and implementation, to documentation and training.
Strategic alliances with leading software vendors ensure that TACT solutions are
dependable and within the mainstream of industry trends. These partnerships
allow TACT to provide a wide variety of business technology solutions such as
enterprise reporting solutions, data warehousing, systems strategies,
application and database conversions, and application development services.

         When TACT is engaged by its clients to implement IT solutions or
services it uses its Smart Approach. TACT's Smart Approach is a leading edge set
of end-to-end solutions and services that include Strategy, Methodology,
Architecture, Resources and Tools. The Strategy is developed together with the
client to ensure that the client's goals and objectives are met. The Methodology
is a Tried and True TACT Methodology that is followed in order to implement the
Strategy. The solutions and services are built on a robust Architecture. Utilize
highly qualified TACT Resources and Exploits best-of-breed Tools.

         The Company establishes standard-billing guidelines for consulting
services based on the type of service offered. Actual billing rates are
established on a project-by-project basis and may vary from the standard
guidelines. The Company typically bills its clients for time and materials
services on a semi-monthly basis. Arrangements for fixed-price engagements are
made on a case-by-case basis. Consulting services revenues generated under time
and materials engagements are recognized as those services are provided, whereas
consulting services revenues generated under fixed-price engagements are
recognized according to the percentage of completion method.

         The Company's most significant operating cost is its personnel cost,
which is included in cost of revenues. As a result, the Company's operating
performance is primarily based upon billing margins (billable hourly rate less
the consultant's hourly cost) and consultant utilization rates (number of days
worked by a consultant during a semi-monthly billing cycle divided by the number
of billing days in that cycle). During 2000 and the first half of 2001, the
Company's margins were adversely affected by a decrease in billing rates and a
reduction in consultant utilization rate; however, gross margins began to
improve in the second half of 2001, primarily due to improved utilization rates
and decreases in consultant costs. Large portions of the Company's engagements
are on a time and materials basis. While most of the Company's engagements allow
periodic price adjustments to address, among other things, increases in
consultant costs, during 2001, 2002 and into 2003 clients have been adverse to
accepting cost increases. TACT also actively manages its personnel utilization
rates by constantly monitoring project requirements and timetables. Through the
Company's cost containment and work force rationalization efforts TACT's
utilization rates began to improve in the second half of 2001 and continued
throughout 2002. As projects are completed, consultants either are re-deployed
to new projects at the current client site or to new projects at another client
site or are encouraged to participate in TACT's training programs in order to
expand their technical skill sets. TACT carefully monitors consultants that are
not utilized and has established guidelines for the amount of non-billing time
that it allows before a consultant is terminated.


                                       8
<PAGE>

         Historically, the Company has also generated revenues by selling
software licenses. In addition to initial software license fees, the Company
also derives revenues from the annual renewal of software licenses. Revenues
from the sale of software licenses are recognized upon delivery of the software
to a customer, because future obligations associated with such revenue are
insignificant. Beginning in 1999 and extending through December 31, 2002, the
Company has limited its emphasis on software sales. This has resulted in a
significant reduction in software sales starting in the second half of 1999
through December 31, 2002. This trend is expected to continue with software
sales only being ancillary to the Company's IT solutions and services.

         On October 2, 1998, the Company made an investment in a Web integrator,
T3 Media, Inc., of $3 million of non-voting convertible preferred stock. On June
23, 1999, the Company converted its preferred stock into a 30% common stock
ownership interest and increased its ownership interest in T3 Media to
approximately 51% by an additional investment in T3 Media's common stock of
$370,000. The acquisition of T3 Media was accounted for using the purchase
method of accounting. Accordingly, the results of operations of T3 Media are
included in the Company's consolidated results of operations from the date of
acquisition. The excess of the purchase price over the estimated fair value of
the net identifiable assets acquired totaled $4.0 million and was recorded as
goodwill and was being amortized using the straight-line method over 7 years.
After extensive review of changing market conditions, it was determined that the
carrying value of $3.1 million of the intangibles and certain other fixed assets
could not be supported, resulting in an aggregate write-off of $3.9 million in
the fourth quarter of 2000. Due to the continued deterioration in revenues and
market conditions for T3 Media's services, the operations of T3 Media ceased in
the second quarter of 2001. Accordingly, the Company recorded additional charges
of $1.2 million related to termination costs and the settlement of the various
operating lease obligations, in the second quarter of 2001.

         In 1999 and 2000, the Company made a minority investment in LightPC.com
(renamed Always-On Software, Inc.) in the aggregate amount of $2.3 million. At
December 31, 2000, the Company owned approximately 10% of Always-On Software,
Inc. Always-On Software, Inc. was a global provider of ASP based in New York
City. The Company's investment in Always-On was subject to periodic review to
ensure that its market value exceeded its carrying value. The market conditions
for companies operating in this sector became increasingly adverse in 2001. Due
to the deteriorating conditions of the ASP market and deteriorating cash
reserves, Always-On Software, Inc. ceased operations in July 2001. As a result,
the Company recorded a charge of $2.3 million to reflect the impairment in the
value of its investment in the second quarter of 2001. In the fourth quarter of
2001, Always-On Software Inc. merged with Veracicom, Inc. and the Company
received warrants in this transaction. The Company considers these warrants to
have a nominal value, if any. In the third quarter of 2002, the Company wrote
off the balance of its minority investment in Always-On Software Inc.

         On July 19, 2002, the Company, acquired all of the common stock of
International Object Technology, Inc. (IOT) for a combination of deferred cash
consideration of $650,000 and 1,270,000 shares of TACT unregistered Common Stock
valued at $635,000. The acquisition of IOT was accounted for using the purchase
method of accounting. Accordingly, the results of operations of IOT are included
in the Company's consolidated results of operation from the date of acquisition.
The purchase price of the acquisition exceeded the fair market value of the net
assets acquired, resulting in the recording of goodwill of $1,181,520 and other
identifiable intangibles of $312,000 with the identifiable intangible assets
being amortized over a three year period on a straight line basis. IOT was a
privately owned, professional services firm that provides data management and
business intelligence solutions, technology consulting and project management
services. The acquisition is expected to increase the depth of the Company's
services and solution offerings and provide the Company with significant
cross-selling opportunities.


                                       9
<PAGE>

Certain Critical Accounting Policies

         The methods, estimates and judgments we use in applying our most
critical accounting polices have a significant impact on the results we report
in our consolidated financial statements. We evaluate our estimates and
judgments on an on-going basis. We base our estimates on historical experience
and on assumptions that we believe to be reasonable under the circumstances. Our
experience and assumptions form the basis for our judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may vary from what we anticipate and different
assumptions or estimates about the future could change our reported results. We
believe the following accounting policies are the most critical to us, in that
they are important to the portrayal of our financial statements and they require
our most difficult, subjective or complex judgments in the preparation of our
consolidated financial statements.

Recoverability of Long-Lived Assets

         The Company's management is required to estimate the useful lives of
its long-lived assets at the time they are acquired. These estimates are
evaluated on an on-going basis to determine if their carrying value has been
impaired. If it is determined that the remaining useful lives differ from our
original estimates, revisions to the estimated fair values would be required.

Goodwill and Intangible Assets

         The Company's goodwill is evaluated and tested on a periodic basis by
an independent third party. If it is determined that goodwill has been impaired
it will be written down at that time.

         The Company's useful life of its intangible assets has been evaluated
and it was determined that they will be amortized over a three year period.

Revenue Recognition

         Consulting revenues are recognized as services are provided. Revenue
from sales of software licenses is recognized upon delivery of the software to a
customer because future obligations associated with such revenue are
insignificant. Customers for consulting revenues are billed on a weekly,
semi-monthly and monthly basis. Fixed fee contracts are accounted for under the
percentage-of-completion method. Any anticipated contract losses are estimated
and accrued at the time they become known and estimable.

Allowance for Doubtful Accounts

         The Company monitors its accounts receivable balances on a monthly
basis to ensure that they are collectible. On a quarterly basis, the Company
uses its historical experience to accurately determine its accounts receivable
reserve. The Company's allowance for doubtful accounts is an estimate based on
specifically identified accounts as well as general reserves. The Company
evaluates specific accounts where it has information that the customer may have
an inability to meet its financial obligations. In these cases, management uses
its judgment, based on the best available facts and circumstances, and records a
specific reserve for that customer against amounts due to reduce the receivable
to the amount that is expected to be collected. These specific reserves are
reevaluated and adjusted as additional information is received that impacts the
amount reserved. The Company also establishes a general reserve for all
customers based on a range of percentages applied to aging categories. These
percentages are based on historical collection and write-off experience. If
circumstances change, the Company's estimate of the recoverability of amounts
due the Company could be reduced or increased by a material amount. Such a
change in estimated recoverability would be accounted for in the period in which
the facts that give rise to the change become known.


                                       10
<PAGE>

Results of Operations

         The following table sets forth the percentage of revenues of certain
items included in the Company's Statements of Operations:

                                                    Year Ended December 31,
                                                ------------------------------
                                                 2002        2001        2000
                                                ------      ------      ------
Revenues                                         100.0%      100.0%      100.0%
Cost of revenues                                  70.2%       75.5%       71.0%
                                                ------      ------      ------
Gross profit                                      29.8%       24.5%       29.0%
Operating expenses                                30.3%       61.7%       61.9%
                                                ------      ------      ------
Income/Loss from operations                        (.5)%     (37.2)%     (32.9)%
                                                ------      ------      ------
Income/Loss before extraordinary item              0.6%      (38.4)%     (30.5)%
Extraordinary item                                 0.2%        0.7%        0.0%
                                                ------      ------      ------
Net loss                                           0.8%      (37.7)%     (30.5)%
                                                ======      ======      ======

Comparison of Year Ended December 31, 2002 to Year Ended December 31, 2001

         Revenues. Revenues of the Company decreased by $12.2 million, or 33.7%,
from $36.2 million for the year ended December 31, 2001 to $24 million for the
year ended December 31, 2002. The decrease was primarily attributable to a
slowdown in the IT industry, which resulted in the cessation of operations of T3
Media, the closing of three of the Company's Solution Branches and bringing the
Company back to its core IT solutions and services businesses, which was
partially offset by an increase in revenues of $1,689,000 as a result of the
acquisition of IOT.

          Software licensing revenues decreased by $100,000, or 7%, from $1.4
million in 2001 to $1.3 million in 2002. This decrease is attributable to the
Company placing less emphasis on software sales. Software sales are expected to
be ancillary to the Company's total revenues in future years.

         Revenues from training represented less than 1% of the Company's total
revenues in 2001. Training services were terminated in 2001.

         Gross Profit. The resulting gross profit for 2002 decreased by $1.8
million, or 19%, from $8.9 million in 2001 to $7.1 million in 2002. As a
percentage of total revenues, gross margin for the year increased from 24.5% in
2001 to 29.8% in 2002. Gross margin improved due to the Company's lower
consultant costs, a higher utilization rate, and software revenues, which have a
higher gross margin than consulting services, being a larger percentage of total
revenues compared to the prior year, which was partially offset by a lower gross
margin from IOT revenues.

         Operating Expenses. Operating expenses are comprised of Selling,
General and Administrative ("SG&A") expenses, provision for doubtful accounts,
depreciation and amortization and impairment of assets and restructuring
charges. Operating expenses decreased by $15 million, or 67%, from $22.3 million
in 2001 to $7.3 million in 2002. The SG&A expenses decreased by $5.3 million or
46% from $11.3 million in 2001 to $6.2 million in 2002. The decrease is
primarily attributable to T3 Media's cessation of operations ($1.1 million) and
a decrease in the Company's payroll costs ($3.8 million) due to its
restructuring efforts. In addition, the Company wrote off approximately $272,000
of T3 Media's accounts payable from prior years. The provision for doubtful
accounts decreased $918,000 or 97% from $943,000 in 2001 to $25,000 in 2002. The
decrease was largely attributable to improvement in the Company's collections
and daily monitoring of receivables and cash balances. Depreciation and
amortization decreased $284,000 or 28% from $1.2 million in 2001 to $873,000 in
2002. This decrease is attributable to the closing of T3 Media, the closing of
several of the Company's Solution Branches and the reduction in office space in
its New York headquarters. Impairment of assets and restructuring charges
decreased by $8.55 million, or 98%, from $8.7 million in 2001 to $150,000 in
2002. The 2002 charge primarily related to the write-down of the Company's
investment in Methoda Computer Ltd. The 2001 charge related to the following:
the Company closing four of its Solution Branches ($832,000), reducing its
office space in its New York headquarters by approximately 50% ($867,000),
closing of T3 Media ($1.6 million), the write-down of its investment in
Always-On Software, Inc. due to the termination of Always-On's operations ($2.3
million), the write-off of prepaid software licenses resulting from lack of
sales due to the economic down-turn and the determination that the software no
longer had any value ($2.0 million), severance costs due to staff reductions
($699,000) and other associated costs ($394,000).


                                       11
<PAGE>

         Taxes. During the first quarter of 2002, the Company recorded a tax
refund of $439,000 resulting from a 2002 change in tax law allowing the Company
to carry-back its net operating losses for five years instead of the two years
previously allowed.

         Income/Loss Before Extraordinary Item. As a result of the
above-mentioned factors, the Company had income before extraordinary item of
approximately $155,000 in 2002, compared to a loss of $13.9 million in 2001.

         Extraordinary Item. During the first quarter of 2002, the Company
recorded income of $49,000 resulting from the extinguishments of debt associated
with the settlement of T3 Media's capital leases at less than their carrying
value.

         Net Income (Loss). As a result of the above, the Company had net income
of $204,000 in 2002 compared to a net loss of $13.7 million in 2001.

Comparison of Year Ended December 31, 2001 to Year Ended December 31, 2000

         Revenues. Revenues of the Company decreased by $18.8 million, or 34.2%,
from $55.0 million for the year ended December 31, 2000 to $36.2 million for the
year ended December 31, 2001. The decrease was primarily attributable to a
slowdown in the IT industry, which resulted in the cessation of operations of T3
Media ($7.0 million) and bringing the Company back to its core IT solutions and
services ($11.3 million).

          Software licensing revenues decreased by $500,000, or 26.3%, from $1.9
million in 2000 to $1.4 million in 2001. This decrease is attributable to the
Company placing less emphasis on software sales. Software sales are expected to
be ancillary to the Company's total revenues in future years.

         Revenues from training services represented less than 1% of the
Company's total revenues in both 2001 and 2000. The Company's training services
were terminated in 2001.

         Gross Profit. The resulting gross profit for 2001 decreased by $7.1
million, or 44.4%, from $16.0 million in 2000 to $8.9 million in 2001. As a
percentage of total revenues, gross profit decreased from 29.0% of revenues in
2000 to 24.5% of revenues in 2001. Gross margin was adversely affected,
primarily during the first half of 2001, by a decrease in billing rates and a
reduction in consultant utilization rate; however, this trend began to reverse
in the second half of 2001. Gross profit margins significantly improved in the
second half of 2001, which averaged 31.8%, compared to the first half, which
averaged 19.7%.


                                       12
<PAGE>

         Operating Expenses. Operating expenses are comprised of SG&A expenses,
provision for doubtful accounts, depreciation and amortization and impairment of
assets and restructuring charges. Operating expenses decreased by $11.7 million,
or 34.4%, from $34.1 million in 2000 to $22.3 million in 2001. SG&A expenses
decreased by $14.5 million or 55.7%, from $26.1 million in 2000 to $11.5 million
in 2001. The decrease is primarily attributable to T3 Media's cessation of
operations ($5.8 million), a decrease in the Company's payroll costs ($4.6
million) and a decrease of other SG&A expenses due to its restructuring efforts.
The provision for doubtful accounts decreased $729,000 or 43.6% from $1.7
million in 2000 to $943,000 in 2001. The decrease was largely attributable to
improvement in the Company's collection techniques and daily monitoring of
receivables and cash balances. Depreciation and amortization decreased $1.3
million or 53.2% from $2.5 million in 2000 to $1.2 million in 2001. This
decrease is attributable to the closing of T3 Media, the closing of several of
the Company's Solution Branches and the reduction in office space in its New
York headquarters. Impairment of assets and restructuring charges increased by
$4.8 million, or 124.7% from $3.9 million in 2000 to $8.7 million in 2001. The
2001 charge related to the following: the Company closing four of its Solution
Branches ($832,000), reducing its office space in its New York headquarters by
approximately 50% ($867,000), closing of T3 Media ($1.6 million), the write-down
of its investment in Always-On Software, Inc. due to the termination of
Always-On's operations ($2.3 million), the write-off of prepaid software
licenses resulting from lack of sales due to the economic down-turn and the
determination that the software no longer had any value ($2.0 million),
severance costs due to staff reductions ($699,000) and other associated costs
($394,000). The 2000 charge primarily related to the write-off of T3 Media's
goodwill and fixed assets no longer in use.

         Loss Before Extraordinary Item. As a result of the above-mentioned
factors, the Company had a loss before extraordinary item of approximately $13.9
million in 2001 compared to a loss of $16.8 million in 2000.

         Extraordinary Item. The Company recorded income of $249,000 resulting
from the extinguishments of debt associated with the settlement of T3 Media's
capital leases at less than their carrying value.

         Net Loss. The Company had a net loss of approximately $13.7 million in
2001 compared to a net loss of $16.8 million in 2000.

Liquidity and Capital Resources

          The Company has a line of credit of $4.0 million with Keltic Financial
Partners, LP, based on the Company's eligible accounts receivable balances. The
line of credit has certain financial covenants, which the Company must meet on a
quarterly basis. There was no outstanding balance at December 31, 2002, compared
to an outstanding balance of $1.9 million at December 31, 2001. The Company's
Chief Executive Officer initially guaranteed $1 million of the line of credit.
The line of credit bears interest at a variable rate based on prime plus 2% and
the rate was 6.25% at December 31, 2002. In July 2002, the credit line was
amended to reduce the guarantee of the Company's Chief Executive Officer to
$400,000, and to reflect the Company's acquisition of International Objects
Technology, Inc. The Company's previous line of credit was for $2.1 million and
was fully guaranteed by the Company's Chairman, Chief Executive Officer and
President.

         One of the Company's subsidiaries, T3 Media, which ceased operations in
2001, had a demand loan with a bank. The T3 Media demand loan, which was
guaranteed by the Company, was paid down and cancelled in January of 2002. The
amount outstanding on T3 Media's demand loan at December 31, 2001 was $4,700.

          T3 Media had entered into a series of capital lease obligations, which
the Company had guaranteed to finance its expansion plans, covering leasehold
improvements, furniture and computer-related equipment. The amount outstanding
under such leases was approximately $291,000 at December 31, 2002. The Company
continues the process of negotiating buy-outs on these leases.

         The Company's cash balances were approximately $1.8 million at December
31, 2002 and $947,000 at December 31, 2001. Net cash provided by operating
activities in 2002 was approximately $2.8 million compared to $575,000 in 2001,
and compared to net cash used of $14.4 million in 2000.


                                       13
<PAGE>

         The Company's accounts receivable, less allowance for doubtful
accounts, at December 31, 2002 and December 31, 2001 were $3.1 million and $5.3
million, respectively, representing 49 and 69 days of sales outstanding,
respectively. The Company has provided an allowance for doubtful accounts at the
end of each of the periods presented. After giving effect to this allowance, the
Company does not anticipate any difficulty in collecting amounts due because
improved collection techniques and daily monitoring of receivables and cash
balances have been implemented. Collection of receivables is one of the
Company's highest priorities and improved collections was one of the primary
reasons for the improvement in cash provided by operations.

         For the twelve months ended December 31, 2002, the Company had revenues
from two customers, which represented 25%, and 24% of revenues. The Company's
services for the customer that represents 25% of the Company's revenues declined
in the fourth quarter of 2002 and will continue to decline in the first quarter
of 2003. For the year ended December 31, 2001, the Company had revenues from
three customers, which represented 19%, 19% and 13% of revenues, respectively.
No other customer represented greater than 10% of the Company's revenues for
such periods.

         During 2002, the Company continued the restructuring of its operations
and took a charge of $150,000. This charge consisted of $18,000 for the
write-off of the remaining balance of the Company's investment in Always-On
Software, Inc., and $132,000 write-down of the Company's investment in Methoda
Computer Ltd. During 2001, the Company restructured its operations and took a
charge of approximately $8,711,000. This charge consisted of $2,303,000 for the
write-down for substantially all of the Company's investment in Always-On
Software, Inc., $2,000,000 for the write off of all prepaid software licenses
because it was determined that it no longer had any value, $1,616,000 for lease
expenses, write-off of leaseholds and other fixed assets due to the cessation of
T3 Media, Inc.'s operations, $832,000 for lease expenses, write-off of
leaseholds and other fixed assets related to the closing of several of its
Solution Branches, $867,000 for lease expenses, write-off of leaseholds and
other fixed assets related to the reduction of office space in its New York
headquarters, $699,000 for severance costs and $394,000 for other associated
costs. During 2000, the Company wrote-off approximately $3.9 million, which
related to the impairment of goodwill, write-down of fixed assets no longer in
use and other charges. These charges related to the Company's majority-owned
subsidiary, T3 Media, Inc.

         Net cash used in investing activities was approximately $291,000,
$59,000, and $3.4 million for the year ended December 31, 2002, 2001 and 2000,
respectively. In each of the three years, this represented additions to property
and equipment of $47,000, $199,000, and $890,000 respectively.

          On July 19, 2002, the Company acquired all of the Common Stock of IOT
for a combination of cash consideration of $650,000 and 1,270,000 shares of TACT
unregistered Common Stock valued at $635,000.

           The schedule of payment of the cash consideration of $650,000 is as
follows: $140,000 on September 2, 2002; $210,000 on April 1, 2003; $100,000 on
April 1, 2004 and $200,000 on January 2, 2005. The excess of the purchase price
over the estimated fair value of the net identifiable assets acquired totaled
$1,494,000 and was allocated as follows; $312,000 to intangible assets which is
being amortized on a straight line basis over thirty six months, and $1,182,000
to goodwill. The three majority shareholders of IOT received employment
agreements for a three-year period at an annual salary of $160,000 per year
each. From the date of acquisition through the end of year 2002, the Company
recorded revenue in the amount of $1,689,000.

          In 2000, $2.5 million in cash was used for making minority investments
in two different companies, Always-On Software, Inc. ($2,000,000) and Methoda
Computer Ltd. ($500,000).

         Net cash used in financing activities was approximately $1.7 million in
2002, and $408,000 in 2001, while $13.6 million was provided by financing
activities in 2000.


                                       14
<PAGE>

         On August 12, 2002, the Company issued 530,304 shares of Series A
Preferred Stock to Shmuel BenTov in exchange for $350,000.64. On November 12,
2002, the Company issued 41,311 shares of Series B Preferred Stock to Mr. Yosi
Vardi in exchange for $27,265.26. The Company relied upon the exemption from
registration set forth in Section 4(2) of the Securities Act, relating to sales
by an issuer not involving a public offering, in issuing the stock to Shmuel
BenTov and Yosi Vardi. Based upon discussions with and representations made by
the investors, the Company reasonably believed that such investors were
accredited and sophisticated investors. Mr. BenTov and Mr. Vardi had access to
information on the Company necessary to make an informed investment decision.
The shares of Series A and Series B Preferred Stock are convertible into Common
Stock on a 1:1 basis subject to adjustment for stock splits, consolidations and
stock dividends. In addition, the shares of Series A and Series B Preferred
Stock are entitled to a 7% cumulative dividend payable semi-annually. The
Company has also agreed to grant "piggyback" registration rights to Mr. BenTov
and Mr. Vardi for the shares of Common Stock issuable upon conversion of the
Series A and Series B Preferred Stock. The Company will use the proceeds from
the sale of Series A and Series B Preferred Stock for general working capital
purposes.

           In the year 2001 the Company did not sell any equity securities.
During 2000, the Company sold an aggregate of 1,624,996 shares of Common Stock
to investors for aggregate proceeds of approximately $12.0 million, in each case
in reliance upon the exemption from registration set forth in Section 4(2) of
the Securities Act, relating to sales by an issuer not involving a public
offering.

         In 2000, 6,875 shares of Common Stock were issued pursuant to the
exercise of options issued under the Company's stock option plan. No shares of
Common Stock were issued pursuant to the exercise of options issued under the
Company's stock option plan in 2001 or 2002.

         The Company is involved in a pending lawsuit with Sovereign Bank over
equipment leases related to its investment in Always-On Software, Inc. The
Company does not expect the results of this lawsuit to have a material adverse
effect on its financial statements.

         The Company has the following commitments as of December 31, 2002:

<TABLE>
<CAPTION>
                                                     Payments Due in
                                                 -----------------------
                         Total         2003         2004         2005         2006
                       ----------   ----------   ----------   ----------   ----------
<S>                   <C>          <C>          <C>          <C>          <C>
Automobile Loan        $   52,759   $   12,318   $   13,078   $   13,885   $   13,478
Shareholder Loan          133,832       55,770       57,985       20,077         --
Acquisition Note          510,000      210,000      100,000      200,000         --
Employment Contracts      960,000      720,000      240,000         --           --
                       ----------   ----------   ----------   ----------   ----------
Total                  $1,656,591   $  998,088   $  411,063   $  233,962   $   13,478
                       ==========   ==========   ==========   ==========   ==========
</TABLE>

         In management's opinion, cash flows from operations and borrowing
capacity combined with cash on hand will provide adequate flexibility for
funding the Company's working capital obligations for the next twelve months.
There may be circumstances that would accelerate its use of liquidity sources,
including, but not limited to, its ability to implement a profitable business
model, which may include further restructuring charges. If this occurs, the
Company may, from time to time, incur additional indebtedness or issue, in
public or private transactions, equity or debt securities. However, there can be
no assurance that suitable debt or equity financing will be available to the
Company.

Impact of New Accounting Standards to Be Implemented

         See page F-10 of the consolidated financial statements for a discussion
of the impact of new accounting standards to be implemented.

Inflation

         The Company has not suffered material adverse affects from inflation in
the past. However, a substantial increase in the inflation rate in the future
may adversely affect customers' purchasing decisions, may increase the costs of
borrowing, or may have an adverse impact on the Company's margins and overall
cost structure.


                                       15
<PAGE>

Factors that Could Affect Operating Results

         Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this document
that do not relate to present or historical conditions are "forward-looking
statements" within the meaning of that term in Section 27A of the Securities Act
of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934,
as amended. Additional oral or written forward-looking statements may be made by
the Company from time to time, and such statements may be included in documents
that are filed with the SEC. Such forward-looking statements involve risk and
uncertainties that could cause results or outcomes to differ materially from
those expressed in such forward-looking statements. Forward-looking statements
may include, without limitation, statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995. Words such as
"believes," "forecasts," "intends," "possible," "expects," "estimates,"
"anticipates," or "plans" and similar expressions are intended to identify
forward-looking statements. The Company cautions readers that results predicted
by forward-looking statements, including, without limitation, those relating to
the Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements, due to the following factors, among
other risks and factors identified from time to time in the Company's filings
with the SEC. Among the important factors on which such statements are based are
assumptions concerning the anticipated growth of the information technology
industry, the continued needs of current and prospective customers for the
Company's services, the availability of qualified professional staff, and price
and wage inflation.

         Operating Losses

         The Company has incurred operating losses in the last three years. In
the year ended December 31, 2002, the Company had an operating loss of $130,000
and net income of $204,000. In the year ended in December 31, 2001, the Company
had an operating loss of $13.5 million and a net loss of $13.7 million, of which
$1.0 million was attributable to T3 Media (including certain expenses associated
with the close down of T3 Media's operations ($1.6 million)). The remaining net
loss for the year was attributable to the Company and includes certain one-time
charges of $7.1 million associated with the impairment of assets and
restructuring charges. In the year ended December 31, 2000, the Company had an
operating loss of $18.1 million and a net loss of $16.8 million of which $5.5
million was attributable to T3 Media (including certain one-time charges
referred to below). In addition, in the fourth quarter of 2000, the Company
recorded a $3.9 million charge to reflect the impairment of goodwill and other
related charges relating to T3 Media. There is no guarantee that the Company can
sustain or increase profitability on a quarterly or annual basis in the future.
If revenues grow slower than anticipated, or if operating expenses exceed
expectations or cannot be adjusted accordingly the Company will continue to
experience losses and the results of operations and financial condition will be
materially and adversely affected.

         Capital Requirements

         The Company may be unable to meet its future capital requirements. The
Company may require additional financing in the future in order to continue to
implement its product and services development, marketing and other corporate
programs. The Company may not be able to obtain such financing or obtain it on
acceptable terms. Without additional financing, the Company may be forced to
delay, scale back or eliminate some or all of its product and services
development, marketing and other corporate programs. If the Company is able to
obtain such financing, the terms may contain restrictive covenants that might
negatively affect its shares of Common Stock, such as limitations on payments of
dividends or, in the case of a debt financing, reduced earnings due to interest
expenses. Any further issuance of equity securities would likely have a dilutive
effect on the holders of its shares of Common Stock. Its business, operating
results and financial condition may be materially harmed if revenues do not
develop or grow slower than the Company anticipates, if operating expenses
exceed its expectations or cannot be reduced accordingly, or if the Company
cannot obtain additional financing.


                                       16
<PAGE>

         Dependence on Limited Number of Clients

         The Company derives a significant portion of its revenues from a
relatively limited number of clients primarily located in the New York/New
Jersey metropolitan area of the United States. Adverse economic conditions
affecting this region could have an adverse effect on the financial condition of
its clients located there, which in turn could adversely impact its business and
future growth. Revenues from its ten most significant clients accounted for a
majority of its revenues for each of the three years ended December 31, 2002. In
each of the last three years, the Company had at least one customer with
revenues exceeding 10% of the Company's revenues. For the year ended December
31, 2002, the Company had revenues from two customers which represented 25% and
24% of revenues, respectively. The Company's services for the customer, that
represents 25% of the Company's revenues, are expected to decrease in the first
quarter of 2003. For the year ended December 31, 2001, the Company had revenues
from three customers which represented 19%, 19% and 13% of revenues,
respectively. For the year ended December 31, 2000, the Company had revenues
from one customer, which represented 17% of revenues. Besides these customers,
no other customer represented greater than 10% of the Company's revenues. In any
given year, its ten most significant customers may vary based upon specific
projects for those clients during that year. There can be no assurance that its
significant clients will continue to engage it for additional projects or do so
at the same revenue levels. Clients engage the Company on an
assignment-by-assignment basis, and a client can generally terminate an
assignment at any time without penalties. The loss of any significant customer
could have a material adverse effect on its business, results of operations and
financial condition. A failure of the Company to develop relationships with new
customers could have a material adverse effect on its business, results of
operations and financial condition.

         Project Risk

         The Company's projects entail significant risks. Many of its
engagements involve projects that are critical to the operations of its clients'
businesses and provide benefits that may be difficult to quantify. The Company's
failure or inability to meet a client's expectations in the performance of the
Company's services could result in a material adverse change to the client's
operations and therefore could give rise to claims against the Company or damage
its reputation, adversely affecting its business, results of operations and
financial condition.

         Rapid Technological Change

         The Company's business is subject to rapid technological change and is
dependent on new solutions. Its success will depend in part on its ability to
develop information technology solutions to meet client expectations, and offer
software services and solutions that keep pace with continuing changes in
information technology, evolving industry standards, changing client preferences
and a continuing shift to outsourced solutions by clients. The Company cannot
assure you that it will be successful in adequately addressing the outsourcing
market or other information technology developments on a timely basis or that,
if addressed, the Company will be successful in the marketplace. The Company
also cannot assure you that products or technologies developed by others will
not render its services uncompetitive or obsolete. Its failure to address these
developments could have a material adverse effect on its business, results of
operations and financial condition.

         e-Business Initiatives

         The Company faces difficulties typically encountered by development
state companies in rapidly evolving markets because of its e-commerce
initiative. The Company provides web enablement services and solutions and other
related e-business services. Revenues from its e-business services constituted
40% of revenues for the year ended December 31, 2002, 46% of revenues for the
year ended December 31, 2001 and 51% for the year ended December 31, 2000. The
Company cannot assure you that any products or services developed by it, or its
strategic partners will achieve market acceptance. The risks involved in these
service offering include the Company's and its strategic partners' abilities to:

         o        create a customer base;


                                       17
<PAGE>

         o        respond to changes in a rapidly evolving and unpredictable
                  business environment;

         o        maintain current and develop new strategic relationships;

         o        manage growth;

         o        continue to develop and upgrade technology; and

         o        attract, retain and motivate qualified personnel.

         Possibility That Customers May Not Do Business With The Company

         The Company's existing customers may decide not to continue to do
business with the Company, and potential customers may decide not to engage the
Company, or may conduct business with the Company on terms that are less
favorable than those currently extended, due to the Company's operating losses
in the past two years. In those events, the Company's net revenues would
decrease, and the Company's business would be adversely affected.

         Billing Margins

         The Company's ability to maintain billing margins is uncertain. It
derives revenues primarily from the hourly billing of consultants' services and,
to a lesser extent, from fixed-price projects. Its most significant cost is
project personnel cost, which consists of consultant salaries and benefits.
Thus, its financial performance is primarily based upon billing margin (billable
hourly rate less the consultant's hourly cost) and personnel utilization rates
(number of days worked by a consultant during a two-week billing cycle divided
by the number of billing days in that cycle). The gross margin increased in 2002
due principally to a higher consultant utilization rate, resulting from the
Company's aggressive cost containment and workforce rationalization efforts.
There can be no assurance, however, that its revenues will continue to be billed
primarily on a time and materials basis or that the Company's cost containment
and workforce rationalization effects will continue to provide positive results.
In addition, during the past two years the Company's clients have been adverse
to increases in any costs of the Company's services.

         Managing Growth

         The Company may have difficulty managing its growth. Its expansion is
dependent upon, among other things,

         o        its ability to hire and retain consultants as employees or
                  independent consultants,

         o        its ability to identify suitable new geographic markets with
                  sufficient demand for its services, hire and retain skilled
                  management, marketing, customer service and other personnel,
                  and successfully manage growth, including monitoring
                  operations, controlling costs and maintaining effective
                  quality and service controls, and

         o        if the Company consummates additional acquisitions, its
                  ability to successfully and profitably integrate any acquired
                  businesses into its operations.

         If the Company's management is unable to manage growth or new employees
or consultants are unable to achieve anticipated performance levels, its
business, results of operations and financial condition could be materially
adversely affected.


                                       18
<PAGE>

         Dependence on Chief Executive Officer

         The Company's success is highly dependent upon the efforts and
abilities of Shmuel BenTov, its Chairman, Chief Executive Officer and President.
Mr. BenTov has entered into an employment agreement with the Company, which
terminates on December 31, 2004. Although his employment agreement contains
non-competition, non-disclosure and non-solicitation covenants, this contract
does not guarantee that Mr. BenTov will continue his employment with Company.
The loss of services of Mr. BenTov for any reason could have a material adverse
effect upon the Company's business, results of operations and financial
condition.

         Fluctuations in Quarterly Operating Results

         The Company's quarterly results of operations are variable. Variations
in revenues and results of operations occur from time to time as a result of a
number of factors, such as the timing of closing of Solution Branch offices, the
size and significance of client engagements commenced and completed during a
quarter, the number of business days in a quarter, consultant hiring and
utilization rates and the timing of corporate expenditures. The timing of
revenues is difficult to forecast because the sales cycle can be relatively long
and may depend on such factors as the size and scope of assignments and general
economic conditions. A variation in the number of client assignments or the
timing of the initiation or the completion of client assignments, particularly
at or near the end of any quarter, can cause significant variations in results
of operations from quarter to quarter and can result in losses to it. In
addition, its engagements generally are terminable by the client at any time
without penalties. Although the number of consultants can be adjusted to
correspond to the number of active projects, the Company must maintain a
sufficient number of senior consultants to oversee existing client projects and
to assist with its sales force in securing new client assignments. An unexpected
reduction in the number of assignments could result in excess capacity of
consultants and increased selling, general and administrative expenses as a
percentage of revenues. The Company has also experienced, and may in the future
experience, significant fluctuations in the quarterly results of its software
sales as a result of the variable size and timing of individual license
transactions, competitive conditions in the industry, changes in customer
budgets, and the timing of the introduction of new products or product
enhancements. In the event that its results of operations for any period are
below the expectation of market analysts and investors, the market price of its
shares of Common Stock could be adversely affected.

         Volatility of Stock Price

         The Company's Common Stock may be subject to wide fluctuations in price
in response to variations in quarterly results of operations and other factors,
including acquisitions, technological innovations and general economic or market
conditions. In addition, stock markets have experienced extreme price and volume
trading volatility in recent years. This volatility has had a substantial effect
on the market price of many technology companies and has often been unrelated to
the operating performance of those companies. This volatility may adversely
affect the market price of its Common Stock. Additionally, there can be no
assurance that an active trading market for the Common Stock will be sustained.

         Possible Removal From Quotation Of Common Stock On Nasdaq And Resulting
         Market Illiquidity

         On February 14, 2002, the Company was informed by Nasdaq that it had
failed to maintain a closing bid price of at least $1.00 per share and a market
value of publicly held shares of at least $5,000,000 for 30 consecutive trading
days, and therefore the Company did not comply with the requirements as set
forth in Nasdaq Marketplace Rules 4450(a)(5) and 4450(b)(2), respectively.
Pursuant to Nasdaq rules, the Company was provided with a 90-day grace period,
through May 15, 2002, to regain compliance with the minimum bid price and market
value of public float requirements. The Company did not regain compliance within
the proscribed time period. On May 23, 2002, the Company requested a hearing,
which stayed the de-listing of the Company's common stock. On July 11, 2002, the
Company participated in a hearing before the Nasdaq Listing Qualifications Panel
(the "Nasdaq Panel"). On July 31, 2002, the Nasdaq Panel notified the Company
that the Nasdaq Panel had determined not to grant any further exception to the
minimum bid price and/or market value of publicly held shares requirements. The
Nasdaq Panel further determined to transfer listing of the Company's common
stock to The Nasdaq SmallCap Market, effective with the open of business on
August 5, 2002 and gave the Company an extension of 180 days until February 10,
2003 to meet the minimum requirement of $1.00 per share.


                                       19
<PAGE>

         On February 19, 2003, the Company announced that it had been granted a
sixty-day extension to April 14, 2003 to comply with Nasdaq's minimum bid price
requirement necessary to remain listed on the Nasdaq SmallCap Market. The
extension was granted by Nasdaq while it deliberates on the modifications to its
listing requirements proposed by its Board of Directors, which could provide
issuers with additional time to satisfy the minimum bid price requirements.

         If the Company's Common Stock were removed from quotation on The Nasdaq
SmallCap Market any trading in the Company's Common Stock would thereafter be
conducted in the over-the-counter market on the OTC Electronic Bulletin Board or
in the "pink sheets." Accordingly, the liquidity of the Company's Common Stock
could be reduced and the coverage of the Company by security analysts and media
could be reduced, which could result in lower prices for the Company's Common
Stock than might otherwise prevail and could also result in spreads between the
bid and asked prices for the Company's Common Stock. Additionally, certain
investors will not purchase securities that are not quoted on The Nasdaq
SmallCap Market, which could materially impair the Company's ability to raise
funds through the issuance of its Common Stock or other securities convertible
into its Common Stock.

         In addition, if the Company's Common Stock is removed from quotation on
Nasdaq and the trading price of its Common Stock is less than $5.00 per share,
trading in its Common Stock would also be subject to the requirements of Rule
15g-9 promulgated under the Securities Exchange Act of 1934, as amended. Under
that Rule, broker and dealers who recommend such low priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements, including a requirement that they make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to transaction. The Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 also requires additional disclosure
in connection with any trades involving a stock defined as a penny stock
(generally, according to recent regulations adopted by the SEC, any equity
security not traded on an exchange or quoted on Nasdaq or the OTC Bulletin Board
that has a market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith. Such requirements could severely limit the market liquidity of the
Company's Common Stock. There can be no assurance that the Company's Common
Stock will not be removed from quotation on Nasdaq or treated as penny stock.

         Competition

         The market for information technology services includes a large number
of competitors, is subject to rapid change and is highly competitive. Its
primary competitors include participants from a variety of market segments,
including the current and former consulting divisions of the "Big Five"
accounting firms, interactive advertising agencies, web development companies,
systems consulting and implementation firms, application software firms and
management consulting firms. Many of these competitors have significantly
greater financial, technical and marketing resources and greater name
recognition than the Company. In addition, the Company competes with its
clients' internal resources, particularly when these resources represent a fixed
cost to the client. In the future, such competition may impose additional
pricing pressures on it. The Company cannot assure you that it will compete
successfully with its existing competitors or with any new competitors.


                                       20
<PAGE>

         Intellectual Property Rights

         The Company's business includes the development of custom software
applications in connection with specific client engagements. Ownership of such
software is generally assigned to the client. The Company relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights and the
proprietary rights of third parties from whom the Company license intellectual
property. The Company enters into confidentiality agreements with its employees
and limits distribution of proprietary information. However, the Company cannot
assure you that the steps taken by it in this regard will be adequate to deter
misappropriation of proprietary information or that the Company will be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
property rights. The Company is subject to the risk of litigation alleging
infringement of third-party intellectual property rights. Any such claims could
require it to spend significant sums in litigation, pay damages, develop
non-infringing intellectual property or acquire licenses to the intellectual
property, which is the subject of the asserted infringement. In addition, the
Company is aware of other users of the term "TACT" and combinations including "A
Consulting," which users may be able to restrict its ability to establish or
protect its right to use these terms. The Company has in the past been contacted
by other users of the term "TACT" alleging rights to the term. The Company has
completed filings with the U.S. Patent and Trademark Office in order to protect
certain marks, including "TACT" and "The A Consulting Team." Its inability or
failure to establish rights to these terms or protect its rights may have a
material adverse effect on its business, results of operations and financial
condition.

         Going Concern

         The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. For the year ended
December 31, 2002, the Company reported net income of $204,000, but for the
years ended December 31, 2001 and 2000, the Company reported net losses of $13.7
million and $16.8 million, respectively. Additionally, the Company has an
accumulated deficit of $28.8 million at December 31, 2002. The Company believes
that its continuing focus on cost reductions, together with a number of other
operational changes, has resulted in the attainment of net earnings during 2002.
There can be no assurance that the Company will remain profitable in future
quarters.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company has not entered into the market risk sensitive transactions
required to be disclosed under this item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See financial statements on pages F-1 through F-23 of this Annual
Report on Form 10-K.

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

         Ernst & Young LLP was previously the principal accountants for The A
Consulting Team, Inc. The A Consulting Team, Inc. dismissed Ernst & Young LLP on
June 28, 2002.

         The decision to dismiss Ernst & Young LLP was approved by the Audit
Committee of the Board of Directors of The A Consulting Team, Inc.

         In connection with the audits of the two fiscal years ended December
31, 2001, and the subsequent interim period through June 28, 2002, there were no
disagreements with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them
to make reference in connection with their opinion to the subject matter of the
disagreement. During the two most recent fiscal years and through June 28, 2002,
there have been no reportable events (as defined in Regulation S-K 304(a)(1).


                                       21
<PAGE>

         The audit reports of Ernst & Young LLP on the financial statements of
The A Consulting Team, Inc. as of December 31, 2001 and December 31, 2000 and
for the years ended December 31, 2001 and December 31, 2000 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.

         The A Consulting Team, Inc. engaged Grant Thornton LLP as principal
accountants on June 28, 2002. The decision to hire Grant Thornton LLP was
approved by the Audit Committee of the Board of Directors of The A Consulting
Team, Inc.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The following section sets forth information as to each director and
executive officer of TACT, including his or her age, present principal
occupation, other business experience during the last five years, directorships
in other publicly-held companies, membership on committees of the Board of
Directors and period of service with TACT.

         Shmuel BenTov, 48, is the founder of TACT and has been the Chairman of
the Board and Chief Executive Officer of the Company since its establishment in
1983. Mr. BenTov received a B.Sc. in Economics and Computer Science in 1979 from
the Bar-Ilan University in Israel. From 1979 to 1983, Mr. BenTov was a
consultant Database Administrator and then an Account Manager with Spiridellis &
Associates. From 1972 to 1979, Mr. BenTov served with the Israeli Defense Forces
as a Programmer, Analyst, Project Manager, Database Administrator and Chief
Programmer.

         Richard D. Falcone, 50, has been the Chief Financial Officer and
Treasurer of the Company since July 2001 and was an advisor to the Company from
January 2001 to July 2001. Mr. Falcone is a Certified Public Accountant and is a
graduate of the University of Vermont. Prior to joining the Company, Mr. Falcone
was the CFO for Acuent from January 1999 to July 2000 and Chief Operating
Officer of Netgrocer.com from January 1997 to December 1998.

         Steven S. Mukamal, 63, has been a director of the Company since August
1997. Mr. Mukamal is the Chairman of the Compensation Committee as well as a
member of the Audit Committee. Mr. Mukamal received a B.A. in 1962 from Michigan
State University and a J.D./L.L.B. in 1965 from Brooklyn Law School. Since 1965,
he has been a member and senior partner of the law firm Barst & Mukamal LLP. Mr.
Mukamal specializes in the areas of immigration and nationality law, consular
law and real estate and debt restructuring.

         Reuven Battat, 47, has been a director of the Company since August
1997. Mr. Battat is a member of the Compensation Committee as well as member of
the Audit Committee. Mr. Battat has been the President and Chief Executive
Officer of ProcureNet Inc. since January 2000. Mr. Battat was the Senior Vice
President and General Manager of Global Marketing for Computer Associates
International, Inc. and from 1995 through 1999. Mr. Battat was responsible for
Computer Associates' worldwide marketing activities and long-term planning of
product development in new and emerging markets.

         Robert E. Duncan, 55, has been a director of the Company since May
2002. Mr. Duncan is a member of the Compensation Committee. Mr. Duncan received
a BBA in Finance and Accounting from Iona College in 1970. Since 1991, Mr.
Duncan has been the Principal of Duncan Consulting, a management, consulting
firm. Since 1998, he also has been the chairman of two area groups of The
Executive Committee (TEC), an International Organization of Chief Executive
Officers. From 1978 to 1991, Mr. Duncan held various management positions
including President and Chief Operating Officer of General Bearing Corporation,
a manufacturer and distributor of bearings, automotive products and industrial
products.


                                       22
<PAGE>

         William Miller, 65, has been a director of the Company since July 2002.
Mr. Miller is the Chairman of the Audit Committee. Mr. Miller is a private
investor. He is a Certified Public Accountant and an Attorney. He was affiliated
for eight years with Cantor Fitzgerald, an Investment Banking Firm, as Executive
Vice President responsible for corporate finance, real estate, and retail sales.
Subsequent to that he was with Telerate, a computer information services
company.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and certain beneficial owners of the
Company's equity securities (the "Section 16 Reporting Persons") to file reports
of holdings of and transactions in the Company's equity securities with the
Securities and Exchange Commission ("SEC"), and to furnish the Company with all
copies of Section 16(a) forms they file. Based solely on the Company's review of
the copies of such forms that the Company has received, or written
representations from the Section 16 Reporting Persons, to the Company's
knowledge, all transactions in the Company's equity securities by the Company's
Section 16 Reporting Persons during the Company's last fiscal year were reported
on-time, except as follows:

         Robert E. Duncan, a director of the Company, reported his initial
statement of beneficial holdings late on a Form 3 filed on June 3, 2002.

         Richard D. Falcone, the Chief Financial Officer of the Company,
reported a transaction late on a Form 4 filed on August 5, 2002.

         Shmuel Bentov, the Chairman, Chief Executive Officer and President of
the Company, reported a transaction late on a Form 4 filed on August 28, 2002.

ITEM 11. EXECUTIVE COMPENSATION.

         The information required by this item is incorporated by reference to
the Company's Proxy Statement for its 2003 Annual Meeting of Shareholders, which
will be filed with the SEC on or before April 30, 2003.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information required by this item is incorporated by reference to
the Company's Proxy Statement for the 2003 Annual Meeting of Shareholders, which
will be filed with the SEC on or before April 30, 2003.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The Company has a line of credit of $4.0 million with Keltic Financial
Partners, LP, based on the Company's eligible accounts receivable balances. The
line of credit has certain financial covenants, which the Company must meet on a
quarterly basis. There was no outstanding balance at December 31, 2002, compared
to an outstanding balance of $1.9 million at December 31, 2001. The Company's
Chief Executive Officer initially guaranteed $1 million of the line of credit.
The line of credit bears interest at a variable rate based on prime plus 2% and
the rate was 6.25% at December 31, 2002. In July 2002, the credit line was
amended to reduce the guarantee of the Company's Chief Executive Officer to
$400,000, and to reflect the Company's acquisition of International Objects
Technology, Inc. The Company's previous line of credit was for $2.1 million and
was fully guaranteed by the Company's Chairman, Chief Executive Officer and
President.

         The Company's subsidiary, T3 Media, which ceased operations in 2001,
had a demand loan with a bank. The T3 Media demand loan, which was guaranteed by
the Company, was paid down and cancelled in January of 2002. The amount
outstanding on T3 Media's demand loan at December 31, 2001 was $4,700.


                                       23
<PAGE>

         The Company presently employs, Victoria Bentov, the sister of the Chief
Executive Officer and President, as a billable consultant and at an annual
salary of approximately $80,000.


ITEM 14. CONTROLS AND PROCEDURES.

         Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer and Chief Financial Officer have conducted an evaluation of
the Company's disclosure controls and procedures (as defined in Rules 13a-14(c )
and 15d-14(c ) of the Securities Exchange Act of 1934) within 90 days of this
report and each has concluded that such disclosure controls and procedures were
effective as of such date to ensure that information required to be disclosed in
the Company's reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.

         Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Audit Fees. During the year ended December 31, 2002, the aggregate fees
paid to Grant Thornton LLP for the audit of the Company's financial statements
for such year and for the reviews of the Company's interim financial statements
for the second, third and fourth quarter were $92,409. There were no fees paid
to Grant Thornton in the year of 2001, due to the fact that they did not assume
responsibility as principal accountants for the Company until the second quarter
of 2002.

         During the year ended December 31, 2002, the aggregate fees paid to
Ernst & Young LLP for the audit of the Company's financial statements were
$141,000. During the year ended December 31, 2001, the aggregate fees paid to
Ernst & Young LLP for the audit of the Company's financial statements for such
year and for the reviews of the Company's interim financial statements were
$167,000.

         Audit Related Fees. During the year ended December 31, 2002 and 2001,
there were no fees paid to Grant Thornton for audit related fees.

         During the year ended December 31, 2002 and 2001, there were no fees
paid to Ernst & Young LLP for audit related fees.

         Tax Fees. During the year ended December 31, 2002, the aggregate fees
paid to Grant Thornton, LLP for tax compliance, tax advice and tax planning were
$30,000. There were no fees paid to Grant Thornton in the year of 2001 for tax
compliance, due to the fact that they did not assume responsibility as principal
accountants for the Company until the second quarter of 2002.

         During the year ended December 31, 2002, the aggregate fees paid to
Ernst & Young LLP for tax compliance, tax advice and tax planning were $52,795.
During the year ended December 31, 2001, the aggregate fees paid to Ernst &
Young LLP for tax compliance were $43,500.

         All Other Fees. During the year ended December 31, 2002, the aggregate
fees paid to Grant Thornton, LLP for professional services other than audit were
related to the filing of Form 8-K and a special project requested by the Audit
Committee, were $26,200. There were no fees paid to Grant Thornton in the year
of 2001 for professional services, due to the fact that they did not assume
responsibility as principal accountants for the Company until the second quarter
of 2002.


                                       24
<PAGE>

         During the year ended December 31, 2002, there were no fees paid to
Ernst & Young LLP for professional services other than audit. As well as, no
fees were paid to Ernst & Young LLP in the year of 2001 for professional
services other than audit.

         Audit Committee-Policies & Procedures. The Audit Committee reviews the
independence of the Company's auditors on an annual basis and has determined
that Grant Thornton, LLP is independent. In addition, the Audit Committee
pre-approves all work and fees, which are performed by the Company's independent
auditors.

PART IV

ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) and (2) The response to this portion of Item 16 is submitted as a
separate section of this report at F-1.

(a)(3) Listing of Exhibits

Exhibit
Number         Description of Exhibits
------         -----------------------
 2.1           Stock Purchase Agreement dated as of June 28, 2002 among the
               Registrant, International Object Technology, Inc. and the
               Stockholders of International Object Technology, Inc.
               incorporated by reference to Exhibit 2.1 to the Form 8-K, as
               previously filed with the SEC on July 12, 2002.

 3.1           Restated Certificate of Incorporation of the Registrant,
               incorporated by reference to Exhibit 3.1 to the Form 10Q for the
               period ended June 30, 2001, as previously filed with the SEC on
               August 10, 2001.

 3.2.1         Certificate of Amendment of the Certificate of Incorporation of
               the Registrant dated August 8, 2002 incorporated by reference to
               Exhibit 3.2 to the Form 10-Q for the period ended June 30, 2001,
               as previously filed with the SEC on August 14, 2002.

 3.2.2         Certificate of Amendment of the Certificate of Incorporation of
               the Registrant dated November 12, 2002.

 3.3           Amended and Restated By-Laws of the Registrant, incorporated by
               reference to Exhibit 3.3 to the Registration Statement on Form
               SB-2 as previously filed with the SEC on August 6, 1997.

 4.1           Specimen Common Stock Certificate, incorporated by reference to
               Exhibit 4 to the Registration Statement on Form SB-2 as
               previously filed with the SEC on July 23, 1997.

 4.2           Registration Rights Agreement dated as of July 19, 2002 among the
               Registrant and those persons listed on Schedule I attached
               thereto, incorporated by reference to Exhibit 4.1 to the Form 8-K
               dated July 19, 2002, as previously filed by the SEC on July 25,
               2002.

10.1.1         Stock Option and Award Plan of the Registrant and Form of
               Nonqualified Stock Option Agreement, incorporated by reference to
               Exhibit 10.1 to the Registration Statement on Form SB-2 as
               previously filed with the SEC on August 6, 1997.


                                       25
<PAGE>

Exhibit
Number         Description of Exhibits
------         -----------------------
10.1.2         Amendment to the Stock Option and Award Plan of the Registrant,
               incorporated by reference to the Registration Statement on Form
               S-8 as previously filed with the SEC on December 12, 1997.

10.1.3         Amendment No. 2 to the Stock Option and Award Plan of the
               Registrant, incorporated by reference to Exhibit C to the
               Registrant's 2001 Proxy Statement on Schedule 14A, as previously
               filed with the SEC on April 30, 2001.

10.2           Loan and Security Agreement between the Registrant and Keltic
               Financial Partners, LP, dated June 27, 2001, incorporated by
               reference to Exhibit 10.1.1 to the Form 10Q for the period ended
               June 30, 2001, as previously filed with the SEC on August 10,
               2001.

10.3           Guaranty of Payment and Performance between Shmuel BenTov, the
               Chairman and Chief Executive Officer of the Registrant, and
               Keltic Financial Partners, LP, dated June 27, 2001, incorporated
               by reference to Exhibit 10.2 to the Form 10Q for the period ended
               June 30, 2001, as previously filed with the SEC on August 10,
               2001.

10.4           Employment Agreement, dated January 1, 2002, between the
               Registrant and Shmuel BenTov, incorporated by reference to
               Exhibit 10.5 to the Form 10-K for the fiscal year ended December
               31, 2001, as previously filed with the SEC on April 1,2002.

10.5           Employment Agreement, dated September 11, 2001, between the
               Registrant and Richard Falcone, incorporated by reference to
               Exhibit 10.8 to the Form 10-K/A for the fiscal year ended
               December 31, 2001, as filed with the SEC on April 4, 2002.

10.6           Form of S Corporation Termination, Tax Allocation and
               Indemnification Agreement, incorporated by reference to Exhibit
               10.4 to the Registration Statement on Form SB-2, as previously
               filed with the SEC on August 6, 1997.

10.7           Letter of Undertaking from the Registrant and Shmuel BenTov,
               incorporated by reference to Exhibit 10.9 to the Registration
               Statement on Form SB-2, as previously filed with the SEC on July
               23, 1997.

10.8           Shmuel BenTov Letter Commitment, dated March 29, 2001,
               incorporated by reference to Exhibit 10.10 to the Form 10-K for
               the fiscal year ended December 31, 2000, as previously filed with
               the SEC on April 2, 2001.

10.9           Employment Agreement dated as of July 19, 2002 between the
               Registrant and Dr. Piotr Zielczynski, incorporated by reference
               to Exhibit 10.1 to the Form 8-K dated July 19, 2002, as
               previously filed with the SEC on July 25, 2002.

10.10          Employment Agreement dated as of July 19, 2002 between the
               Registrant and Ilan Nachmany, incorporated by reference to
               Exhibit 10.2 to the Form 8-K dated July 19, 2002, as previously
               filed with the SEC on July 25, 2002.

10.11          Employment Agreement dated as of July 19, 2002 between the
               Registrant and Sanjeev Welling, incorporated by reference to
               Exhibit 10.3 to the Form 8-K dated July 19, 2002, as previously
               filed with the SEC on July 25, 2002.

16.1           Letter dated July 2, 2002, of Ernst & Young, LLP, incorporated by
               reference to Exhibit 16.1 to the Form 8-K dated June 28, 2002, as
               previously filed with the SEC on July 3, 2002.

23.1           Consent of Ernst & Young, LLP.

23.2           Consent of Grant Thornton, LLP


                                       26
<PAGE>

(b) Reports on Form 8-K filed in the fourth quarter of 2002:

         The Company did not file any reports on Form 8-K during the quarter
ended December 31, 2002.


(c) Exhibits - The response to this portion of Item 16 is submitted as a
separate section of this report.

(d) Financial Statement Schedules - The response to this portion of Item 16 is
submitted as a separate section of this report at S-1.


                                       27
<PAGE>

                                   SIGNATURES

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

                                             THE A CONSULTING TEAM, INC.


                                             By: /s/ Shmuel BenTov
                                                 -------------------------------
                                                     Shmuel BenTov,
                                                     Chief Executive Officer
                                                     Date: March 25, 2003

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

<TABLE>
<CAPTION>
              Signature                                          Title                                    Date
---------------------------------------    --------------------------------------------------    -----------------------
<S>                                       <C>                                                       <C>
       /s/ Shmuel BenTov                   Chief Executive Officer and Director                      March 25, 2003
---------------------------------          (Principal Executive Officer)
         Shmuel BenTov

    /s/ Richard D. Falcone                 Chief Financial Officer                                   March 25, 2003
---------------------------------          (Principal Financial and Accounting Officer)
      Richard D. Falcone

       /s/ Reuven Battat                   Director                                                  March 25, 2003
---------------------------------
         Reuven Battat

       /s/ Robert Duncan                   Director                                                  March 25, 2003
---------------------------------
         Robert Duncan

      /s/ Steven Mukamal                   Director                                                  March 25, 2003
---------------------------------
        Steven Mukamal

      /s/ William Miller                   Director                                                  March 25, 2003
---------------------------------

        William Miller
</TABLE>


                                       28
<PAGE>

                                 CERTIFICATIONS

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Shmuel BenTov, the principal executive officer of The A Consulting Team,
Inc., certify that:

1.       I have reviewed this annual report on Form 10-K of The A Consulting
         Team, Inc., the registrant;

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

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

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

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

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

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

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent 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 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  25, 2003
     -------------------

                                                  /s/ Shmuel Bentov
                                                  ------------------------------
                                                  Shmuel BenTov
                                                  Chief Executive Officer
                                                  (Principal Executive Officer)


                                       29
<PAGE>

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Richard D. Falcone, the principal financial officer of The A Consulting Team,
Inc., certify that:

1.       I have reviewed this annual report on Form 10-K of The A Consulting
         Team, Inc., the registrant;

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

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

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

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

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

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

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent 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 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 25, 2003

                                                  /s/ Richard D. Falcone
                                                  ------------------------------
                                                  Richard D. Falcone
                                                  Chief Financial Officer
                                                  (Principal Financial Officer)


                                       30
<PAGE>

ITEM 16 (a) (1) AND (2)

                          THE A CONSULTING TEAM, INC.


The following consolidated financial statements and financial statement schedule
of The A Consulting Team, Inc. are included in Item 8:

<TABLE>
<S>                                                                                                      <C>
Consolidated Balance Sheets...............................................................................F-4
Consolidated Statements of Operations.....................................................................F-5
Consolidated Statements of Shareholders' Equity...........................................................F-6
Consolidated Statements of Cash Flows.....................................................................F-7
Notes to Consolidated Financial Statements................................................................F-8
The following consolidated financial statement schedule of The A Consulting Team, Inc. is included
in Item 16(d): Schedule II - Valuation and Qualifying Accounts............................................S-1
</TABLE>

All other schedules for which provision is made in the applicable accounting
regulation of the SEC are not required under the related instructions or are
inapplicable and therefore have been omitted.


                                      F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
The A Consulting Team, Inc.

We have audited the accompanying consolidated balance sheet of The A Consulting
Team, Inc., as of December 31, 2002, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the year then ended. 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 in accordance with 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, 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The A Consulting
Team, Inc. as of December 31, 2002, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

We have also audited Schedule II for the year ended December 31, 2002. In our
opinion, this schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information therein.


GRANT THORNTON LLP


New York, New York
February 14, 2003


                                      F-2
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
The A Consulting Team, Inc.

         We have audited the accompanying consolidated balance sheet of The A
Consulting Team, Inc. (the "Company") as of December 31, 2001 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the two years in the period ended December 31, 2001. Our audits also
included the financial statement schedule listed in the Index at Item 16(d).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The A
Consulting Team, Inc. at December 31, 2001, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.


ERNST & YOUNG LLP


New York, New York
February 15, 2002


                                      F-3
<PAGE>

                          THE A CONSULTING TEAM, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    December 31,    December 31,
                                                                                        2002            2001
                                                                                    ------------    ------------
<S>                                                                                <C>             <C>
ASSETS
Current Assets:
         Cash and cash equivalents                                                  $  1,774,828    $    946,586
         Accounts receivable, less allowance for doubtful accounts of
               $380,471 at December 31, 2002 and $652,048 at December 31, 2001         3,076,888       5,293,390
         Prepaid expenses and other current assets                                        89,672         114,818
                                                                                    ------------    ------------
               Total current assets                                                    4,941,388       6,354,794
         Investments, net                                                                368,059         518,059
         Property and equipment, net                                                   1,223,417       1,997,244
         Goodwill                                                                      1,181,520            --
         Intangibles, net                                                                260,000            --
         Deposits                                                                         71,133          86,498
                                                                                    ------------    ------------
               Total assets                                                         $  8,045,517    $  8,956,595
                                                                                    ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
         Loan payable - banks                                                       $       --      $  1,873,293
         Accounts payable and accrued expenses                                         1,698,556       2,554,129
         Capital lease obligation                                                        290,517         345,729
         Deferred income taxes                                                            67,500            --
         Current portion of long-term debt                                               278,089          11,603
                                                                                    ------------    ------------
               Total current liabilities                                               2,334,662       4,784,753
         Other long-term liabilities                                                     385,756          52,760

Shareholders' equity:
               Preferred stock, $.01 par value; 2,000,000 shares authorized;
                    571,615 shares issued and outstanding as of December 31, 2002          5,716            --
               Common stock, $.01 par value; 30,000,000 shares authorized;
                    8,386,871 issued and outstanding as of December 31, 2002;
                    7,116,871 issued and outstanding as of December 31, 2001              83,869          71,169
               Paid-in capital                                                        34,080,538      33,086,689
               Accumulated deficit                                                   (28,845,025)    (29,038,776)
                                                                                    ------------    ------------
               Total shareholders' equity                                              5,325,099       4,119,082
                                                                                    ------------    ------------
Total liabilities and shareholders' equity                                          $  8,045,517    $  8,956,595
                                                                                    ============    ============
</TABLE>


                                      F-4
<PAGE>

                          THE A CONSULTING TEAM, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         Year Ended December 31,
                                              --------------------------------------------
                                                  2002            2001            2000
                                              ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Revenues                                      $ 24,008,964    $ 36,226,716    $ 55,021,679
Cost of revenues                                16,860,418      27,357,278      39,069,237
                                              ------------    ------------    ------------
Gross profit                                     7,148,546       8,869,438      15,952,442
Operating expenses:
    Selling, general and administrative          6,230,757      11,531,291      26,057,606
    Provision for doubtful accounts                 25,000         942,507       1,671,457
    Depreciation and amortization                  873,149       1,157,219       2,470,723
    Impairment of assets and
         restructuring charges                     150,000       8,710,690       3,876,547
                                              ------------    ------------    ------------
                                                 7,278,906      22,341,707      34,076,333
                                              ------------    ------------    ------------
Loss from operations                              (130,361)    (13,472,269)    (18,123,891)
Interest income                                      9,056          16,077          94,248
Interest expense                                  (154,962)       (415,095)       (300,581)
                                              ------------    ------------    ------------
Interest (expense), net                           (145,906)       (399,018)       (206,333)
                                              ------------    ------------    ------------
Loss before income taxes                          (276,267)    (13,871,287)    (18,330,224)
Provision (benefit) for income taxes              (431,165)         28,628      (1,532,283)
                                              ------------    ------------    ------------
Income (loss) before extraordinary item            154,898     (13,899,915)    (16,797,941)
Extraordinary item - gain on
    extinguishment of debt                          48,715         249,230            --
                                              ------------    ------------    ------------
Net income (loss)                             $    203,613    $(13,650,685)   $(16,797,941)
                                              ============    ============    ============

Net earnings per share basic and diluted:
    Income (loss) before extraordinary item   $       0.02    $      (1.95)   $      (2.65)
    Extraordinary item                                0.01            0.03            --
                                              ------------    ------------    ------------
    Net income(loss)                          $       0.03    $      (1.92)   $      (2.65)
                                              ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements


                                      F-5
<PAGE>

                          THE A CONSULTING TEAM, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                                    Retained
                                             Preferred Stock                 Common Stock           Additional      Earnings
                                       ---------------------------   ---------------------------     Paid-In      (Accumulated
                                          Shares         Amount         Shares         Amount        Capital        Deficit)
                                       ------------   ------------   ------------   ------------   ------------   ------------
<S>                                   <C>            <C>            <C>            <C>            <C>            <C>
Balance, December 31, 1999                     --     $       --        5,485,000   $     54,850   $ 21,051,758   $  1,409,850
Investment by new shareholders'                                         1,624,996         16,250     11,983,750
Exercise of employee stock options                                          6,875             69         51,181
     Net loss                                  --             --             --             --             --      (16,797,941)
                                       ------------   ------------   ------------   ------------   ------------   ------------
Balance, December 31, 2000                     --             --        7,116,871         71,169     33,086,689    (15,388,091)
     Net loss                                  --             --             --             --             --      (13,650,685)
                                       ------------   ------------   ------------   ------------   ------------   ------------
Balance, December 31, 2001                     --             --        7,116,871   $     71,169   $ 33,086,689   $(29,038,776)
     Net income (loss)                         --             --                                           --          203,613
     Preferred dividend                        --             --             --             --             --           (9,862)
     Acquistion of IOT-shares issued                                    1,270,000         12,700        622,300
     Investment by new shareholders'        571,615          5,716                                      371,549
                                       ------------   ------------   ------------   ------------   ------------   ------------
Balance, December 31, 2002                  571,615   $      5,716      8,386,871   $     83,869   $ 34,080,538   $(28,845,025)
                                       ============   ============   ============   ============   ============   ============

<CAPTION>

                                          Total
                                       ------------
<S>                                   <C>
Balance, December 31, 1999             $ 22,516,458
Investment by new shareholders'          12,000,000
Exercise of employee stock options           51,250
     Net loss                           (16,797,941)
                                       ------------
Balance, December 31, 2000               17,769,767
     Net loss                           (13,650,685)
                                       ------------
Balance, December 31, 2001             $  4,119,082
     Net income (loss)                      203,613
     Preferred dividend                      (9,862)
     Acquistion of IOT-shares issued        635,000
     Investment by new shareholders'        377,265
                                       ------------
Balance, December 31, 2002             $  5,325,098
                                       ============
</TABLE>

                 See accompanying notes to financial statements


                                      F-6
<PAGE>

                          THE A CONSULTING TEAM, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                                      --------------------------------------------
                                                                          2002            2001            2000
                                                                      ------------    ------------    ------------
<S>                                                                  <C>             <C>             <C>
Cash flows from operating activities:
Net income(loss)                                                      $    203,613    ($13,650,685)   ($16,797,941)
Adjustments to reconcile net income (loss) to  net cash provided by
     (used) in operating activities, net of acquired assets:
          Depreciation and amortization                                    873,149       1,157,219       2,470,723
          Impairment of assets and restructuring charges                   150,000       8,710,690       3,876,547
          Deferred income taxes                                            (22,500)           --           (57,000)
          Provision for doubtful accounts                                   25,000         942,507       1,671,457
          Extraordinary item                                               (48,715)       (249,230)           --
          Changes in operating assets and liabilities:
               Accounts receivable                                       2,828,145       7,360,978      (4,034,192)
               Unbilled receivables                                           --              --           121,545
               Prepaid software licenses                                      --              --        (2,000,000)
               Prepaid or refundable income taxes                             --         1,575,510      (1,011,019)
               Prepaid expenses and other current assets                    63,145          17,605          32,180
               Accounts payable and accrued expenses                    (1,274,410)     (5,060,966)      1,263,409
               Deferred revenue                                               --          (166,015)         68,479
               Other long-term liabilities                                    --           (62,139)        (27,190)
                                                                      ------------    ------------    ------------
Net cash provided by (used in) operating activities                      2,797,427         575,474     (14,423,002)

Cash flows from investing activities:
Purchase of property and equipment                                         (47,322)       (199,337)       (890,341)
Acquisition of IOT assets, net of cash received                           (259,382)           --              --
Investments at cost                                                           --              --        (2,520,638)
Deposits                                                                    15,366         140,557          (1,871)
                                                                      ------------    ------------    ------------
Net cash used in investing activities                                     (291,388)        (58,780)     (3,412,850)

Cash flows from financing activities:
Proceeds from sale of common stock                                            --              --        12,051,250
Proceeds from sale of preferred stock                                      377,265            --              --
Proceeds from long-term debt                                                  --            65,298            --
Proceeds from loan payable                                                    --              --         2,000,000
Repayment of loan payable                                                     --              --          (155,000)
Loan Payable - bank                                                     (1,873,293)       (296,707)           --
Repayment of long-term debt                                                (26,019)           (937)        (14,966)
Repayment on note issued for assets acquired                              (140,000)           --              --
Repayment of capital lease obligation                                      (15,800)       (175,708)       (290,005)
                                                                      ------------    ------------    ------------
Net cash (used in) provided by financing activities                     (1,677,847)       (408,054)     13,591,279
                                                                      ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents                       828,242         108,640      (4,244,573)
Cash and cash equivalents at beginning of period                           946,586         837,946       5,082,519
                                                                      ------------    ------------    ------------
Cash and cash equivalents at end of period                            $  1,774,828    $    946,586    $    837,946
                                                                      ============    ============    ============

Supplemental disclosure of cash flow information:
Cash paid during the period for interest                              $    154,962    $    328,094    $    178,596
                                                                      ============    ============    ============

Supplemental disclosure of  non-cash investing
and financing activity:
Capital  lease obligation                                             $       --      $       --      $    191,967
                                                                      ============    ============    ============
Supplemental disclosure of  non-cash investing
and financing activity:
Acquisition of International Object Technology, Inc. ("IOT")
          Tangible assets acquired (including cash of $10,618)        $    729,731
          Liabilities assumed                                             (709,186)
          Goodwill                                                       1,181,520
          Employee Agreements                                              312,000
          Equity Issued                                                   (635,000)
          Notes issued, net discount of $40,935                           (609,065)
                                                                      ------------
          Cash Paid                                                   $    270,000
          less: Cash received in acquisition                               (10,618)
                                                                      ------------
          Net Cash Paid                                               $    259,382
                                                                      ============
</TABLE>
                 See accompanying notes to financial statements

                                      F-7

<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES

     Description of Business and Basis of Presentation

         The A Consulting Team, Inc. (the "Company") was incorporated on
February 16, 1983, in the State of New York and provides information technology
consulting, custom application development services and solutions to Fortune
1000 companies. The Company's customers are primarily located in the New
York/New Jersey metropolitan area.

         The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. For the years
ended December 31, 2002, 2001 and 2000, the Company reported net income of
$203,613, and net losses of $13,650,685, and $16,797,941, respectively.
Additionally, the Company has an accumulated deficit of $28,845,025 as of
December 31, 2002. The Company has implemented a plan whereby it is actively
managing its personnel utilization rates and it is constantly monitoring project
requirements and timetables.

         In management's opinion, cash flows from operations and borrowing
capacity combined with cash on hand will provide adequate flexibility for
funding the Company's working capital obligations for the next twelve months.
There may be circumstances that would accelerate its use of liquidity sources,
including but not limited to, its ability to implement a profitable business
model, which may include further restructuring charges. If this occurs, the
Company, may from time to time, incur additional indebtedness or issue, in
public or private transactions, equity or debt securities. However, there can be
no assurance that suitable debt or equity financing will be available to the
Company. (See Note 17)

     Principles of Consolidation

         The consolidated financial statements include the accounts of The A
Consulting Team, Inc., its 100% owned subsidiary International Object
Technology, Inc. from its date of acquisition on July 19, 2002 and its 51% owned
subsidiary, T3 Media, Inc. which ceased operations in 2001, from its date of
acquisition in 1999. All material inter-company accounts and transactions have
been eliminated.

     Use of 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 revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

     Earnings Per Share

         The Company calculates earnings per share in accordance with Financial
Accounting Standards Board (FASB) Statement No. 128, Earnings Per Share. Basic
earnings per share is calculated by dividing net earnings available to common
shares by average common shares outstanding. Diluted earnings per share is
calculated similarly, except that it includes the dilutive effect of the assumed
exercise of securities, including the effect of shares issuable under the
Company's incentive plans.

     Cash Equivalents

         The Company considers all highly liquid financial instruments with a
maturity of three months or less when purchased to be cash equivalents.


                                      F-8
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Property and Equipment

         Property and equipment acquired after December 31, 1994 are depreciated
using the straight-line method over the estimated useful lives of the assets,
which range from three to ten years. Property and equipment acquired prior to
January 1, 1995 are depreciated using an accelerated method over the estimated
useful lives of the assets, which range from five to seven years.

     Long-Lived Assets

         When impairment indicators are present, the Company reviews the
carrying value of its assets in determining the ultimate recoverability of their
unamortized values using future undiscounted cash flow analyses expected to be
generated by the assets. If such assets are considered impaired, the impairment
recognized is measured by the amount by which the carrying amount of the asset
exceeds the future discounted cash flows. Assets to be disposed of are reported
at the lower of the carrying amount or fair value, less cost to sell.

         During 2002 and 2001, the Company recorded restructuring charges of
approximately $150,000 and $8,711,000 (see Note 14).

         In the third quarter of 2002, after extensive review of changing market
conditions, the Company wrote-off $150,000, which related to the permanent
impairment of the Company's investment. These charges relate to the Company's
investment in Methoda Computer, Ltd ($132,000) and Always-On Software, Inc.
($18,000).

         In the fourth quarter of 2000, after extensive review of changing
market conditions, the Company wrote-off approximately $3,877,000, which related
to the permanent impairment of goodwill, write-down of fixed assets no longer in
use and other related charges. These charges relate to the Company's
majority-owned subsidiary, T-3 Media, Inc.

     Goodwill and Intangible Assets

         The Company's goodwill is evaluated and tested on a periodic basis by
an independent third party. If it is determined that goodwill has been impaired
it will be written down at that time. (See Impact of Recently Adopted Accounting
Standards)

         The Company's useful life of its intangible assets has been evaluated
and it was determined that they will be amortized over a three year period. (See
Impact of Recently Adopted Accounting Standards)

     Revenue Recognition

Consulting revenues are recognized as services are provided. Revenue from sales
of software licenses is recognized upon delivery of the software to a customer
because future obligations associated with such revenue are insignificant.
Customers for consulting revenues are billed on a weekly, semi-monthly and
monthly basis. Fixed fee contracts are accounted for under the
percentage-of-completion method. Any anticipated contract losses are estimated
and accrued at the time they become known and estimable.

     Allowance for Doubtful Accounts

         The Company monitors its accounts receivable balances on a monthly
basis to ensure that they are collectible. On a quarterly basis, the Company
uses its historical experience to accurately determine its accounts receivable
reserve. The Company's allowance for doubtful accounts is an estimate based on
specifically identified accounts as well as general reserves. The Company
evaluates specific accounts where it has information that the customer may have
an inability to meet its financial obligations. In these cases, management uses
its judgment, based on the best available facts and circumstances, and records a
specific reserve for that customer against amounts due to reduce the receivable
to the amount that is expected to be collected. These specific reserves are
reevaluated and adjusted as additional information is received that impacts the
amount reserved. The Company also establishes a general reserve for all
customers based on a range of percentages applied to aging categories. These
percentages are based on historical collection and write-off experience. If
circumstances change, the Company's estimate of the recoverability of amounts
due the company could be reduced or increased by a material amount. Such a
change in estimated recoverability would be accounted for in the period in which
the facts that give rise to the change become known.


                                      F-9
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Stock-Based Compensation

         At December 31, 2002, the Company has stock based compensation plans,
which are described more fully in Note 12. As permitted by SFAS No. 123,
"Accounting for Stock Based Compensation", the Company accounts for stock-based
compensation arrangements with employees in accordance with provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees". Compensation expense for stock options issued to employees is
based on the difference on the date of grant, between the fair value of the
Company's stock and the exercise price of the option. No stock based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the underlying common
stock at the date of grant. The Company accounts for equity instruments issued
to non-employees in accordance with the provisions of SFAS 123. The Company
expects to continue applying provision of APB 25 for equity issuances to
employees.

         The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS No. 123 to stock based compensation:

<TABLE>
<CAPTION>
                                                  Year ended December 31,
                                         -----------------------------------------
                                           2002           2001            2000
                                         ---------   -------------    ------------
<S>                                     <C>         <C>              <C>
Net income (loss), as reported           $ 204,000   $ (13,651,000)   $(16,798,000)
Deduct:
Total stock based compensation
     expense determined under fair
     value based method for all awards    (117,000)       (146,000)       (884,000)
                                         ---------   -------------    ------------
     Pro forma net inome (loss)          $  87,000   $ (13,797,000)   $(17,682,000)
                                         =========   =============    ============

Earnings per share:
  Basic - as reported                    $    0.03   $       (1.92)   $      (2.65)
                                         =========   =============    ============

  Basic - pro forma                      $    0.01   $       (1.94)   $      (2.79)
                                         =========   =============    ============


  Diluted - as reported                  $    0.03   $       (1.92)   $      (2.65)
                                         =========   =============    ============

  Diluted - pro forma                    $    0.01   $       (1.94)   $      (2.79)
                                         =========   =============    ============
</TABLE>

         The fair value of options at the date of grant was estimated using the
Black-Scholes model with the following assumptions:

                                           2002       2001       2000
                                         --------   --------   --------
Expected life (years)                        4.00       4.00       4.00
Risk free interest rate                      3.00 %     4.37 %     5.96 %
Expected volatility                          0.83       1.25       1.00
Expected dividend yield                      0.00       0.00       0.00
Weighted average fair value per option   $   0.20   $   0.26   $   4.16


                                      F-10
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         The weighted average fair value of options granted by the Company was
$0.20 in 2002, $0.26 in 2001, and $4.16 in 2000.

     Segment Information

         The disclosure of segment information in accordance with SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information" is not
required as the Company operates in only one business segment.

     New Accounting Standards to be Implemented

         In April 2002, the FASB issued Statement No. 145 "Rescission of FASB
Statements No 4, 44, and 64, Amendment of FASB 13, and Technical Corrections"
(SFAS 145). Among other provisions, SFAS 145 rescinds FASB Statement 4,
Reporting Gains and Losses from Extinguishment of Debt. Accordingly, gains or
losses from extinguishments of debt should not be reported as extraordinary
items unless the extinguishment qualifies as an extraordinary item under the
criteria of Accounting Principles Board Opinion 30, Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual, and Infrequently Occurring Events and Transactions (APB
30). Gains and losses from extinguishments of debt, which do not meet the
criteria of APB 30, should be reclassified to income from continuing operations
in all prior periods presented. The provisions of SFAS 145 will be effective for
fiscal years beginning after May 15, 2002. Upon adoption, the Company
anticipates it will reclassify gains on early extinguishment of debt previously
recorded as extraordinary items to other income. The Company is evaluating the
impact of the statement and intends to adopt FASB 145 in the first quarter of
2003.

         In June 2002, the FASB issued Statement 146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement requires entities to
recognize costs associated with exit or disposal activities when liabilities are
incurred rather than when the entity commits to an exit or disposal plan, as
currently required. Examples of costs covered by this guidance include one-time
employee termination benefits, costs to terminate contracts other than capital
leases, costs to consolidate facilities or relocate employees, and certain other
exit or disposal activities. This statement is effective for fiscal years
beginning after December 31, 2002, and will impact any exit or disposal
activities the Company initiates after that date. The Company is evaluating the
impact of the statement and intends to adopt FASB 146 in the first quarter of
2003.

         In November 2002, FASB Interpretation 45, Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others (FIN 45) was issued. FIN 45 requires a guarantor entity,
at the inception of a guarantee covered by the measurement provisions of the
interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Company previously did not record a
liability when guaranteeing obligations unless it became probable that the
Company would have to perform under the guarantee. FIN 45 applies prospectively
to guarantees the Company issues or modifies subsequent to December 31, 2002,
but has certain disclosure requirements effective for interim and annual periods
ending after December 15, 2002. The Company has historically issued guarantees
only on a limited basis and does not anticipate FIN 45 will have a material
effect on its 2003 financial statements. Disclosures required by FIN 45 are
included in the accompanying financial statements.

         On November 4, 2002, the Securities Exchange Commission voted to adopt
new Regulation G, which will apply whenever a company publicly discloses or
releases material information that includes a non-GAAP financial measure. This
regulation will prohibit material misstatements or omissions that would make the
presentation of the material non-GAAP financial measure, under the circumstances
in which it is made, misleading, and will require a quantitative reconciliation
(by schedule or other clearly understandable method) of the differences between
the non-GAAP financial measure presented and the comparable financial measure or
measures calculated and presented in accordance with GAAP. The Company intends
to adopt Regulation G in the first quarter of 2003.


                                      F-11
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Impact of Recently Adopted Accounting Standards

         The Company adopted the provisions of FASB issued Statement No. 142,
"Goodwill and Other Intangible Assets," (SFAS No. 142) effective January 1,
2002. SFAS No. 142 required that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment using the
guidance for measuring impairment set forth in this statement. As prescribed
under SFAS 142, the Company had an evaluation done of its goodwill and
intangible assets, which was performed by an independent third party.

         In accordance with SFAS No. 142, the following are changes in the
carrying amount of goodwill for the year ended December 31, 2002:

                                                    Total
                                                  ----------
Balance as of January 1, 2002                     $     --
Goodwill acquired during the year                  1,181,520
Impairment losses                                       --
                                                  ----------
Balance as of December 31, 2002                   $1,181,520
                                                  ==========

         During the year, the Company recorded goodwill in the amount of
$1,181,520 as part of the purchase price of IOT. The Company tested for
impairment using the guidance for measuring impairment set forth in SFAS No.
142.

         The following summarizes the carrying amounts of acquired intangible
assets and related amortization:

                                                     As of Dec. 31,
                                                          2002
                                                        --------
Amortized intangible assets
      Employee Contracts- gross carrying amount         $312,000
Less accumulated amortization                             52,000

                                                        --------
Unamortized intangible assets                           $260,000
                                                        ========

Amortization expense
    For the year ended 12/31/02                         $ 52,000
Estimated amortization expense:
    For the year ended 12/31/03                         $104,000
    For the year ended 12/31/04                         $104,000
    For the year ended 12/31/05                         $ 52,000

         During the year, the Company recorded intangible assets of $312,000 as
part of the purchase price of IOT (See Note 2). The intangible amount pertains
to certain employment agreements. The Company is amortizing the cost of these
employee contracts over a three-year period.


                                      F-12
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.   ACQUISITIONS

         On July 19, 2002, the Company consummated the acquisition of all of the
issued and outstanding capital stock of IOT, a New Jersey corporation, pursuant
to a Stock Purchase Agreement dated as of June 28, 2002 among TACT, IOT and the
holders of all of the issued and outstanding capital stock of IOT (the "IOT
Stockholders"). TACT acquired all of the issued and outstanding capital stock of
IOT from the IOT Stockholders in exchange for an aggregate of one million two
hundred seventy thousand (1,270,000) shares of unregistered TACT Common Stock,
valued at $635,000 (the "Acquisition Shares") and the obligation to make certain
deferred cash payments of six hundred fifty thousand ($650,000) in the aggregate
(the "Deferred Payments"). The Acquisition Shares were issued by TACT to the IOT
Stockholders at the closing of the acquisition. Subject to the terms and
conditions of the Stock Purchase Agreement, the Deferred Payments are payable as
follows: (i) an aggregate of $140,000 on or before September 2, 2002, (ii) an
aggregate of $210,000 on or before April 1, 2003, (iii) an aggregate of $100,000
on or before April 1, 2004, and (iv) an aggregate of $200,000 on or before
January 2, 2005. The consideration paid by TACT for the acquisition of IOT was
determined through arms-length negotiation by the management of TACT and a
majority of the IOT Stockholders. The acquisition was accounted for under the
purchase method of accounting for business combinations and operations of IOT
has been included from the date of acquisition. The purchase price of the
acquisition exceeded the fair market value of the net assets acquired, resulting
in the recording of goodwill of $1,181,520 and other intangibles of $312,000.
For the year ended December 31, 2002, the amortization expense for the
intangible asset was $52,000.

         The three majority shareholders of IOT received employment agreements
for a three-year period at an annual salary of $160,000 per year each. From the
date of acquisition through the end of year 2002, the Company recorded revenue
in the amount of $1,689,000.

         IOT was a privately owned, professional services firm that provides
data management and business intelligence solutions, technology consulting and
project management services. IOT will operate as a wholly owned subsidiary of
TACT. The acquisition is expected to increase the depth of the Company's
services and solutions offerings and provide the Company with significant
cross-selling opportunities.

         The Company's net income for the year ended December 31, 2002, includes
the results of IOT from July 19, 2002, the date of acquisition.

         The following unaudited pro forma condensed results of operations
reflect the acquisition of International Object Technology, Inc., as if it had
occurred on January 1, 2002 and January 1, 2001 respectively. The revenues and
results of operations included in the following pro forma unaudited condensed
statements of operations is not necessarily considered indicative of the results
of operations for the periods specified had the transaction actually been
completed at the beginning of the period.

              Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

                                                  Twelve Months Ended
                                                      December 31,
                                              ---------------------------
                                                  2002           2001
                                              ------------   ------------
                                              (unaudited)     (unaudited)

Pro forma Net Sales                           $ 27,076,510   $ 44,383,342
Pro forma Net Income (Loss) Earnings          $     47,791   $(13,713,681)
Pro forma Net Income (Loss) Earnings per
Share of Common Stock                         $       0.01   $       1.93

         On October 2, 1998, the Company made an investment in web integrator T3
Media of $3 million, in return for non-voting convertible preferred stock. On
June 23, 1999, the Company converted its preferred stock into 30% common stock
ownership and increased its ownership interest to approximately 51% by an
additional investment in T3 Media's common stock of $370,000. The acquisition of
T3 Media was accounted for using the purchase method of accounting. Accordingly,
the results of operations of T3 Media are included in the Company's consolidated
results of operations from the date of acquisition. The excess of the purchase
price over the estimated fair value of the net identifiable assets acquired
totaled $4.0 million and was recorded as goodwill and was being amortized using
the straight-line method over 7 years. During 2000, the Company wrote-off the
net carrying value of the goodwill which amounted to $3.1 million. T3 Media
ceased operations in the second quarter of 2001. During 2002, the Company
reversed approximately $272,000 in accounts payable relating to T-3 Media,
resulting in a reduction in SG&A expenses.


                                      F-13
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.  INVESTMENTS

         The Company invested approximately $2,000,000 and $300,000 in Always-On
Software, Inc. during 2000 and 1999, respectively, and the Company invested
$500,000 in Methoda Computers Ltd. during 2000. Due to the deteriorating
conditions of the software application services ("ASP") market and deteriorating
cash reserves, Always-On Software, Inc. ceased operations in July 2001. As a
result, the Company wrote-down virtually all of its investment of $2.3 million
to reflect the impairment in the value of its investment in the second quarter
of 2001. In the fourth quarter of 2001, Always-On Software Inc. merged with
Veracicom, Inc. and the Company received warrants in this transaction. In the
third quarter of 2002, the Company wrote off the remainder of its investment in
Always-On Software, Inc. in the amount of $18,000. The Company also wrote down
its investment in Methoda Computer Ltd. in that same period in the amount of
$132,000.


                                      F-14
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.   NET INCOME(LOSS) PER SHARE

         The following table sets forth the computation of basic and diluted net
income(loss) per share for the years ended December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                                    -------------------------------------------
                                                        2002           2001            2000
                                                    ------------   ------------    ------------
<S>                                                <C>            <C>             <C>
Numerator for basic net income(loss) per share
      Income (loss) before extraordinary item       $    154,898   $(13,899,915)   $(16,797,941)
      Extraordinary item                                  48,715        249,230            --
                                                    ------------   ------------    ------------
      Net income (loss)                                  203,613    (13,650,685)    (16,797,941)
      Preferred Dividend                                   9,861           --              --
                                                    ------------   ------------    ------------
      Net income (loss) available to
      common stockholders                           $    193,752   $(13,650,685)   $(16,797,941)
                                                    ============   ============    ============

Numerator for diluted net income(loss) per share
      Income (loss) before extraordinary item       $    154,898   $(13,899,915)   $(16,797,941)
      Extraordinary item                            $     48,715   $    249,230            --
                                                    ------------   ------------    ------------
      Net income (loss) available to common
      stockholders & assumed conversion             $    203,613   $(13,650,685)   $(16,797,941)
                                                    ============   ============    ============

Denominator:
      Denominator for basic income (loss) before
      extraordinary item and net loss per share
         - weighted-average shares                     7,694,460      7,116,871       6,329,927

      Effect of dilutive securities:
      Preferred shares                                   210,353           --              --
      Employee stock options                              81,877           --              --
                                                    ------------   ------------    ------------
      Denominator for diluted earnings (loss) per
         share - adjusted weighted-average shares      7,986,690      7,116,871       6,329,927
                                                    ============   ============    ============

Basic earnings income(loss) per share:
      Income (loss) before extraordinary item       $       0.02   $      (1.95)   $      (2.65)
      Extraordinary item                                    0.01           0.03            --
                                                    ------------   ------------    ------------
      Net income (loss)                             $       0.03   $      (1.92)   $      (2.65)
                                                    ============   ============    ============

Diluted earnings income(loss) per share:
      Income (loss) before extraordinary item       $       0.02   $      (1.95)   $      (2.65)
      Extraordinary item                                    0.01           0.03            --
                                                    ------------   ------------    ------------
      Net income (loss)                             $       0.03   $      (1.92)   $      (2.65)
                                                    ============   ============    ============
</TABLE>

         All options and warrants outstanding during 2001 and 2000 (see Notes 12
and 13) were not included in the computation of net loss per share because the
effect would be antidilutive. During the year ended December 31, 2002, there
were 629,978 options that were excluded from the computation of diluted earnings
per share.


                                      F-15
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.  PROPERTY AND EQUIPMENT

         Property and equipment, at cost, consists of the following:

                                                       December 31,
                                                 -----------------------
                                                    2002         2001
                                                 ----------   ----------
Equipment and leaseholds                         $3,536,728   $3,489,407
Software                                            703,775      703,775
Furniture and fixtures                              904,177      904,177
Automobiles                                         158,769      158,768
                                                 ----------   ----------
                                                  5,303,448    5,256,127
Less accumulated depreciation and amortization    4,080,031    3,258,883
                                                 ----------   ----------
                                                 $1,223,417   $1,997,244
                                                 ==========   ==========

6.   CREDIT ARRANGEMENT

         The Company has a line of credit of $4.0 million with Keltic Financial
Partners, LP, based on the Company's eligible accounts receivable balances. The
line of credit has certain financial covenants, which the Company must meet on a
quarterly basis. There was no outstanding balance at December 31, 2002, compared
to an outstanding balance of $1.9 million at December 31, 2001. The Company's
Chief Executive Officer initially guaranteed $1 million of the line of credit.
The line of credit bears interest at a variable rate based on prime plus 2% and
the rate was 6.25% at December 31, 2002. In July 2002, the credit line was
amended to reduce the guarantee of the Company's Chief Executive Officer to
$400,000, and to reflect the Company's acquisition of IOT. The Company's
previous line of credit was for $2.1 million and was fully guaranteed by the
Company's Chairman, Chief Executive Officer and President.

         The Company's subsidiary, T3 Media, which ceased operations in 2001,
had a demand loan with a bank. The T3 Media demand loan, which was guaranteed by
the Company, was paid down and cancelled in January of 2002. The amount
outstanding on T3 Media's demand loan at December 31, 2001 was $4,700.

7.  COMMITMENTS

         The Company has the following commitments as of December 31, 2002, and
is comprised of an automobile loan, shareholder loan and note payable for
acquisition. The automobile is payable in monthly installments of $1,262
including interest at 6%. As of December 31, 2002, the loan matures as follows:
2003 - $12,318; 2004 - $13,078; 2005 - $13,885 and 2006 - $13,478. The long term
note is payable in monthly installments of $5,000 including interest at 3.9%. As
of December 31, 2002, the loan matures as follows: 2003 - $55,770; 2004 -
$57,985; and 2005 - $20,077. The note payable for acquisition is payable as
follows: 2003 - $210,000; 2004 - $100,000 and 2005 - $200,000.

         The Company's commitments at December 31, 2002, are comprised of the
following:

<TABLE>
<CAPTION>
                                                      Payments Due in
                                     -------------------------------------------------
                          Total         2003         2004         2005         2006
                        ----------   ----------   ----------   ----------   ----------
<S>                    <C>          <C>          <C>          <C>          <C>
Automobile Loan         $   52,759   $   12,318   $   13,078   $   13,885   $   13,478
Shareholder Loan           133,832       55,770       57,985       20,077         --
Acquisition Note           510,000      210,000      100,000      200,000         --
Employment Contracts       960,000      720,000      240,000         --           --
                        ----------   ----------   ----------   ----------   ----------
Total                   $1,656,591   $  998,088   $  411,063   $  233,962   $   13,478
                        ==========   ==========   ==========   ==========   ==========
</TABLE>


                                      F-16
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         The Company presently employs, Victoria Bentov, the sister of the Chief
Executive Officer and President, as a billable consultant and at an annual
salary of approximately $80,000.

7.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         Accounts payable and accrued expenses consists of the following:

                                                          December 31,
                                                 ----------------------------
                                                     2002            2001
                                                 ------------    ------------
Accounts payable                                 $    393,724    $    973,396
Payroll                                               600,850         704,091
Bonuses                                               108,932         243,750
Restructuring                                          10,662         160,679
Other accrued expenses                                584,388         472,213
                                                 ------------    ------------
                                                 $  1,698,556    $  2,554,129
                                                 ============    ============

8.   INCOME TAXES

         The Company accounts for income taxes using the liability method in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS 109").

         Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

         Deferred tax assets and (liabilities) consist of the following:

                                                          December 31,
                                                 ----------------------------
                                                     2002            2001
                                                 ------------    ------------
Licensing revenues                               $    299,000    $    322,000
Accounts receivable reserve                           257,000         378,000
Depreciation and amortization                          80,000          57,000
Investments                                           756,000       1,023,000
Other                                                  18,000          (3,000)
Accounting method change                              (67,500)           --
Net operating losses                                5,914,000      11,352,000
                                                 ------------    ------------
                                                    7,256,500      13,129,000
Valuation allowance                                (7,324,000)    (13,129,000)
                                                 ------------    ------------
                                                 $    (67,500)   $       --
                                                 ============    ============

         Internal Revenue Code Section 382 places a limitation on the
utilization of Federal net operating loss and other credit carry-forwards when
an ownership change, as defined by the tax law, occurs. Generally, this occurs
when a greater than 50 percentage point change in ownership occurs. Accordingly,
the actual utilization of the net operating loss carry-forwards and other
deferred tax assets for tax purposes may be limited annually under Code Section
382 to a percentage (about 4.5%) of the fair market value of the Company at the
time of any such ownership change.


                                      F-17
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         At December 31, 2002, the Company has net operating loss carry-forwards
of approximately $18.5 million for state and local tax purposes and $11.2
million for Federal tax purposes, expiring in 2020 through 2022. The full
utilization of the deferred tax assets in the future is dependent upon the
Company's ability to generate taxable income; accordingly, a valuation allowance
of an equal amount has been established. During the years ended December 31,
2002, 2001 and 2000, the valuation allowance decreased by $5,805,000 and
increased by $6,509,000 and $4,746,000, respectively.

         In March 2002, new legislation was enacted that allowed for losses
incurred in 2001 to be carried back five years. The tax effect relating to this
legislation, amounting to $438,665 was recorded as a refund in the first quarter
of 2002.

         Significant components of the provision for income taxes are as
follows:

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                                     -----------------------------------------
                                                        2002           2001           2000
                                                     -----------     ---------     -----------
<S>                                                 <C>             <C>           <C>
Current:
     Federal                                           ($438,665)    $    --       ($1,475,000)
     State and local                                      30,000        29,000            --
                                                     -----------     ---------     -----------
         Total Current                                 ($408,665)       29,000      (1,475,000)
                                                     -----------     ---------     -----------
Deferred:
     Federal                                              (5,063)         --           (44,000)
     State and local                                     (17,437)         --           (13,000)
                                                     -----------     ---------     -----------
         Total Deferred                                  (22,500)         --           (57,000)
                                                     -----------     ---------     -----------
Total                                                ($  431,165)    $  29,000     ($1,532,000)
                                                     ===========     =========     ===========
</TABLE>

         A reconciliation between the federal statutory rate and the effective
income tax rate for the years ended December 31, 2002, 2001 and 2000.

<TABLE>
<CAPTION>
                                                        2002           2001           2000
                                                     -----------     ---------     -----------
<S>                                                 <C>             <C>           <C>
Federal statutory rate                                     (34.0)%       (34.0)%         (34.0)%
State and local taxes net of federal tax benefit             7.0           0.1            --
Non-deductible expenses                                      2.2           0.5             7.6
Carryback of losses for which no benefit was
       previously recorded                               (158.78)         --              --
Losses for which no benefit was received
      (including T3 Media)                                 27.51          33.6            18.0
                                                     -----------     ---------     -----------
Total                                                    (156.07)%         0.2%           (8.4)%
                                                     ===========     =========     ===========
</TABLE>

9.   RETIREMENT PLAN

The Company sponsors a defined contribution plan under Section 401(k) of the
Internal Revenue Code for its employees. Participants can make elective
contributions subject to certain limitations. Under the plan, the Company can
make matching contributions on behalf of all participants. There were no such
contributions made by the Company in 2002, 2001 and 2000.


                                      F-18
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.  CONCENTRATION OF CREDIT RISK

         Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and accounts
receivable. The Company maintains its cash balances on deposit with a limited
number of financial institutions. In 2002, the Company's two largest customers
represented 25% and 24% of revenues, respectively, in 2001, the three largest
customers represented 19%, 19% and 13% of revenues, respectively and in 2000,
the largest customer represented 17% of revenues. The Company's services for the
customer that accounted for 25% of the Company's revenues will be decreasing in
the first quarter of 2003. Besides these customers, no other customer
represented greater than 10% of the Company's revenues. Two customers
represented approximately 17% and 15% of accounts receivable as of December 31,
2002, and three customers represented approximately 33%, 12% and 13% of accounts
receivable as of December 31, 2001.

11.  LEASES

         The Company leases office space under non-cancelable operating leases.
The future minimum payments for all non-cancelable operating leases as of
December 31, 2002 are as follows:

2003                                                 $432,000
2004                                                 $ 51,500
2005                                                     --
                                                     --------
Total minimum future lease payments                  $483,500
                                                     ========

         Rent expense for the years ended December 31, 2002, 2001 and 2000 was
approximately $307,000, $710,000 and $1,524,000, respectively.

         In 2001, T3 Media stopped paying its capital lease obligations. The
Company was a guarantor of the majority of these obligations and is continuing
the process of negotiating buy-outs of the remaining leases. $291,000 of T3
Media's capital lease obligations remained outstanding at December 31, 2002.

12.  STOCK OPTION PLAN

         The Company adopted a Stock Option Plan (the "Plan") that provides for
the grant of stock options that are either "incentive" or "non-qualified" for
federal income tax purposes. The Plan provided for the issuance of up to a
maximum of 600,000 shares of common stock. On May 27, 1998, the shareholders
approved and ratified an increase to the Plan from 600,000 to 900,000 shares of
common stock and on May 24, 2001, the shareholders approved and ratified an
increase to the Plan from 900,000 to 1,200,000 shares of common stock (subject
to adjustment pursuant to customary anti-dilution provisions).

         The exercise price per share of a stock option is established by the
Executive Compensation Committee of the Board of Directors in its discretion,
but may not be less than the fair market value of a share of common stock as of
the date of grant. The aggregate fair market value of the shares of common stock
with respect to which "incentive" stock options are exercisable for the first
time by an individual to whom an "incentive" stock option is granted during any
calendar year may not exceed $100,000.

         Stock options, subject to certain restrictions, may be exercisable any
time after full vesting for a period not to exceed ten years from the date of
grant and terminate upon the date of termination of employment. Such period is
to be established by the Company in its discretion on the date of grant.


                                      F-19
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     Information with respect to options under the Company's Plan is as follows:

                                                        Weighted
                                        Number of       Average
                                         Shares      Exercise Price
                                       ----------    --------------
Balance - January 1, 2000                 747,537        $6.38
       Granted during 2000                 86,330         5.48
       Exercised during 2000               (6,875)        7.45
       Forfeitures during 2000           (152,625)        6.59
                                       ----------
Balance - December 31, 2000               674,367         6.20
       Granted during 2001                740,000         0.36
       Forfeitures during 2001           (392,699)        6.19
                                       ----------
Balance - December 31, 2001             1,021,668         1.98
       Granted during 2002                393,000         0.39
       Forfeitures during 2002           (423,578)        1.26
                                       ----------
Balance - December 31, 2002               991,090        $1.66
                                       ==========

         At December 31, 2002, 2001 and 2000, 465,005, 385,481, and 333,570
options, respectively, were exercisable with weighted average exercise prices of
$2.93, $3.93 and $6.94, respectively.

         The following table summarizes the status of the stock options
outstanding and exercisable at December 31, 2002:

                          Stock Options Outstanding
----------------------------------------------------------------------------
                                                                  Number of
                     Weighted                    Weighted-          Stock
Exercise Price       Average       Number of     Remaining         Options
    Range         Exercise Price    Options   Contractual Life   Exercisable
--------------    --------------   ---------  ----------------   -----------
$0.00 - $1.20         $0.363        770,779      7.8 years        265,654
$3.60 - $4.80         $3.875         66,175      6.5 years         49,737
$4.81 - $6.00         $5.257         17,486      1.4 years         13,902
$6.01 - $7.20         $7.000         27,775      5.4 years         27,775
$7.21 - $8.40         $7.506        108,750      5.7 years        107,875
$8.41 - $9.60         $8.563            125      7.3 years             62
                                  ---------                       -------
                                    991,090                       465,005
                                  =========                       =======

         At December 31, 2002, the Company had 1,200,000 shares of Common Stock
reserved in connection with the Stock Option Plan.

         In 1997, T3 Media adopted the T3 Media, Inc. 1997 Stock Option Plan
(the "1997 Plan"), which provides for the granting of options to purchase up to
1,000,000 shares of T3 Media common stock.


                                      F-20
<PAGE>


                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         Information with respect to options under T3 Media's 1997 Plan is as
follows:

                                                        Weighted
                                        Number of       Average
                                         Shares      Exercise Price
                                       ----------    --------------
Balance - December 31, 1999               387,906         1.34
       Granted during 2000                523,802         3.00
       Exercised during 2000              (21,170)        1.14
       Forfeitures during 2000           (203,038)        1.24
                                       ----------
Balance - December 31, 2000               687,500         2.44
       Forfeitures during 2001           (687,500)        2.44
                                       ----------
Balance - December 31, 2001                  --           --
                                       ==========

         There are no T3 Media stock options outstanding and exercisable at
December 31, 2002 and 2001. At December 31, 2000, 133,500 options were
exercisable with a weighted average exercise price of $1.67.

13.  SALES OF UNREGISTERED SECURITES

         During 2000, the Company sold an aggregate of 1,624,996 shares of
Common Stock to a variety of investors through private placements of the
Company's Common Stock, as described below.

         On March 19, 2000, Yosi Vardi, Rita Folger, DS Polaris Group, SFK Group
and Arison Investments Ltd. invested an aggregate of approximately $2.75 million
by purchasing an aggregate of 392,855 shares of Common Stock at $7.00 per share
with 60-day warrants (subsequently extended by an additional 14 days) to
purchase an aggregate of 607,142 additional shares of Common Stock at $7.00 per
share (one of which warrants was exercised in part by Arison Investments Ltd. on
June 5, 2001 to purchase 142,857 shares of Common Stock for an aggregate
exercise price of approximately $1,000,000) and two-year warrants to purchase an
aggregate of 1,000,000 additional shares of Common Stock at $13.00 per share.

         On June 5, 2000, Koonras Technologies, Eurocom Communications and
Poalim Capital Markets technologies invested an aggregate of approximately $3.25
million by purchasing an aggregate of 464,284 shares of Common Stock at $7.00
per share with two-year warrants to purchase an aggregate of 464,284 additional
shares of Common Stock at an exercise price of $13.00 per share.

         On June 14, 2000, two investment trusts controlled by Michael G.
Jesselson invested $1 million purchasing an aggregate of 125,000 shares of
Common Stock at $8.00 per share with two-year warrants to purchase an aggregate
of 125,000 additional shares of Common Stock at an exercise price of $13.00 per
share.

         On September 29, 2000 Level 8 Systems, Inc. invested $4.0 million by
purchasing 500,000 shares of Common Stock at $8.00 per share with two year
warrants to purchase an aggregate of 500,000 additional shares of Common Stock
with an exercise price of $13.00 per share.

         The warrants issued with these shares of Common stock expired at
various times during 2002.

          On August 12, 2002, the Company issued 530,304 shares of Series A
Preferred Stock to Shmuel BenTov in exchange for $350,000.64. On November 12,
2002, the Company issued 41,311 shares of Series B Preferred Stock to Mr. Yosi
Vardi in exchange for $27,265.26. The Company relied upon the exemption from
registration set forth in Section 4(2) of the Securities Act, relating to sales
by an issuer not involving a public offering, in issuing the stock to Shmuel
BenTov and Yosi Vardi. Based upon discussions with and representations made by
the investors, the Company reasonably believed that such investors were
accredited and sophisticated investors. Mr. BenTov and Mr. Vardi had access to
information on the Company necessary to make an informed investment decision.
The shares of Series A and Series B Preferred Stock are convertible into Common
Stock on a 1:1 basis subject to adjustment for stock splits, consolidations and
stock dividends. In addition, the shares of Series A and Series B Preferred
Stock are entitled to a 7% cumulative dividend payable semi-annually. The
Company has also agreed to grant "piggyback" registration rights to Mr. BenTov
and Mr. Vardi for the shares of Common Stock issuable upon conversion of the
Series A and Series B Preferred Stock. The Company will use the proceeds from
the sale of Series A and Series B Preferred Stock for general working capital
purposes.


                                      F-21
<PAGE>

                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         Pursuant to a Stock Purchase Agreement dated as of June 28, 2002 among
the Company, IOT and the holders of all the issued and outstanding capital stock
of IOT (the "IOT Stockholders"), the Company sold an aggregate of 1,270,000
shares of unregistered common stock to the IOT Stockholders and agreed to pay an
aggregate of $650,000 in cash in deferred payments over the next 30 months in
exchange for all the issued and outstanding capital stock of IOT (the
"Acquisition"). The Acquisition closed on July 19, 2002. The Company relied upon
the exemption from registration set forth in Section 4(2) of the Securities Act,
relating to sales by an issuer not involving a public offering, in issuing the
stock to the IOT Stockholders. Based upon discussions with and representations
made by the IOT Stockholders, the Company reasonably believed that such
investors were accredited and/or sophisticated investors. The Company granted to
each investor access to information on the Company necessary to make an informed
investment decision.

         In 2002, the Company issued an aggregate of 393,000 stock options, each
with a term of 10 years from the date of grant, pursuant to its Stock Option and
Award Plan. The options had initial exercise prices that range from $0.31 to
$0.43 per share and they had vesting periods that range from immediately vesting
to vesting over 4 years.

14.  IMPAIRMENT OF ASSETS AND RESTRUCTURING CHARGES

         The Company began to restructure its operations in 2000 and has
continued to restructure its operations through 2002.

         The restructuring charges for the year ended December 31, 2002 was
approximately $150,000 consisting of following:

Write-off of the investment in Always-On Software, Inc.             $   18,000
Write-down of the investment in Methoda Computers Ltd.                 132,000
                                                                    ----------
                                                                    $  150,000
                                                                    ==========

         The restructuring charges for the year ended December 31, 2001 was
approximately $8,711,000, consisting of the following:

Write-off of the investment in Always-On Software, Inc.             $2,303,000
Write-off of prepaid software licenses                               2,000,000
Lease expense and write-off of leaseholds and other fixed
assets:
        * due to the closing of the operations and liquidation
            of T3 Media, Inc.                                        1,616,000
        * related to the closing of locations                          832,000
        * related to the reduction of office space in the
            New York headquarters                                      867,000
Severance costs                                                        699,000
Other associated costs                                                 394,000
                                                                    ----------
                                                                    $8,711,000
                                                                    ==========


                                      F-22
<PAGE>


                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         The Company had restructuring charge liabilities of approximately
$11,000 $161,000 and $240,000 at December 31, 2002, December 31, 2001 and
December 31, 2000, respectively. During the year ended December 31, 2002, the
Company recorded additions to its restructuring liability of $125,000 related to
the acquisition of IOT and recorded payments of approximately $275,000
consisting of $141,000 related to the reduction of the leased space, which IOT
formerly occupied, and $134,000 in severance costs. During the year ended
December 31, 2001, the Company recorded additions to the restructuring liability
of $1.1 million, consisting of $537,000 related to leases, lease buy-outs of
office space no longer utilized by the Company and other associated costs and
the reduction of its staff resulting in termination costs of $616,000. The
Company paid approximately $1.2 million during 2001, consisting of $616,000 for
space no longer utilized, and $616,000 for termination costs. During 2000, the
Company recorded a charge of $3.9 million related to the permanent impairment of
goodwill of T3 Media, the write down of fixed assets no longer in use and other
related charges.

15.  EXTRAORDINARY ITEM

         The 2002 and 2001 extraordinary items resulted from the early
extinguishments of T3 Media's capital lease obligations. The Company was a
guarantor of the majority of these obligations and was able to settle $65,000 of
the leases for $16,000 resulting in an extraordinary item of $49,000 in 2002 and
$523,000 of the leases for $176,000, resulting in an extraordinary item of
$249,000 in 2001.

16.  EMPLOYMENT AGREEMENT OF CHIEF EXECUTIVE OFFICER

         The Company has entered into an employment agreement with Shmuel
BenTov, its Chairman, Chief Executive Officer and President, which terminates on
December 31, 2004. The contract calls for a salary of $300,000 per year, which
was subsequently reduced to $240,000 in May 2002. His employment agreement
contains non-competition, non-disclosure and non-solicitation covenants. It also
contains a Board of Director's approved annual bonus that is not to exceed one
percent of the Company's total revenues for the year. In the event that he is
terminated by the Company, he is to receive severance pay that is two times his
then annual salary and is payable within 30 days of the termination.

17.  POSSIBLE REMOVAL FROM QUOTATION OF COMMON STOCK ON NASDAQ AND RESULTING
     MARKET ILLIQUIDITY (UNAUDITED)

         On February 14, 2002, the Company was informed by Nasdaq that it had
failed to maintain a closing bid price of at least $1.00 per share and a market
value of publicly held shares of at least $5,000,000 for 30 consecutive trading
days, and therefore the Company did not comply with the requirements as set
forth in Nasdaq Marketplace Rules 4450(a)(5) and 4450(b)(2), respectively.
Pursuant to Nasdaq rules, the Company was provided with a 90-day grace period,
through May 15, 2002, to regain compliance with the minimum bid price and market
value of public float requirements. The Company did not regain compliance within
the proscribed time period. On May 23, 2002, the Company requested a hearing,
which stayed the de-listing of the Company's common stock. On July 11, 2002, the
Company participated in a hearing before the Nasdaq Listing Qualifications Panel
(the "Nasdaq Panel"). On July 31, 2002, the Nasdaq Panel notified the Company
that the Nasdaq Panel had determined not to grant any further exception to the
minimum bid price and/or market value of publicly held shares requirements. The
Nasdaq Panel further determined to transfer listing of the Company's common
stock to The Nasdaq SmallCap Market, effective with the open of business on
August 5, 2002 and gave the Company an extension of 180 days until February 10,
2003 to meet the minimum requirement of $1.00 per share.

         On February 19, 2003, the Company announced that it had been granted a
sixty-day extension to April 14, 2003 to comply with Nasdaq's minimum bid price
requirement necessary to remain listed on the Nasdaq SmallCap Market. The
extension was granted by Nasdaq while it deliberates on the modifications to its
listing requirements proposed by its Board of Directors, which could provide
issuers with additional time to satisfy the minimum bid price requirements.

         If the Company's Common Stock were removed from quotation on The Nasdaq
SmallCap Market any trading in the Company's Common Stock would thereafter be
conducted in the over-the-counter market on the OTC Electronic Bulletin Board or
in the "pink sheets." The Company believes that these factors could materially
impair its ability to raise funds through the issuance of its Common Stock or
other securities convertible into its Common Stock.


                                      F-23
<PAGE>


                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


18.  SUBSEQUENT EVENT

         The Company submitted a proposal for an amendment to its Restated
Certificate of Incorporation to effect a reverse split of its common stock at a
ratio ranging from one-for-four to one-for-nine, grant the Board of Directors
the authority to decide whether to effect the reverse split and if the Board
elects to effect the reverse split, to select a split ratio within this range at
its discretion.


                                      F-24
<PAGE>


                          THE A CONSULTING TEAM, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


19.  QUARTERLY RESULTS (Unaudited)


         The following is a summary of the quarterly results of operations for
the years ended December 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                                                       Quarter Ended
                                               ----------------------------------------------------------------
(in thousands, except per share amounts)       March 31,         June 30,        September 30,     December 31,
                                                 2002              2002              2002              2002
                                               --------          --------        -------------     ------------
<S>                                           <C>               <C>               <C>               <C>
Revenues                                       $  6,461          $  5,643          $  5,830          $  6,075
Gross profit                                      1,827             1,736             1,697             1,888
Income (loss) from operations                        69                94              (467)(1)           173
Income (loss) before extraordinary item             450                39              (498)              164
Extraordinary item                                   49              --                --                --
Net income (loss)                                   499                39              (498)              164
Net income (loss) per share-basic
     and dilutive                              $   0.07          $   0.01          ($  0.06)         $   0.02
</TABLE>


<TABLE>
<CAPTION>
                                                                       Quarter Ended
                                               ----------------------------------------------------------------
                                               March 31,         June 30,        September 30,     December 31,
                                                 2001              2001              2001              2001
                                               --------          --------        -------------     ------------
<S>                                           <C>               <C>               <C>               <C>
Revenues                                       $ 12,148          $  9,393          $  7,350          $  7,336
Gross profit                                      2,295             1,912             2,373             2,289
Income (loss) from operations                    (4,741)(2)        (9,067)(3)           134               202
Income (loss) before extraordinary item          (4,889)           (9,187)               49               127
Extraordinary item                                 --                --                 187                62
Net income (loss)                                (4,889)           (9,187)              236               189
Net income (loss) per share-basic
     and dilutive                              ($  0.69)         ($  1.29)         $   0.03          $   0.03
</TABLE>

----------
(1)      During the third quarter of 2002, the Company wrote-off $150,000
         consisting of $18,000 write-off of its investment in Always-On
         Software, Inc., and $132,000 write-down of its investment in
         Methoda Computers, Ltd.

(2)      During the first quarter of 2001, the Company wrote-off approximately
         $1.5 million consisting of $371,000 write-off of leaseholds and fixed
         assets related to the wind down of operations of the Company's
         majority-owned subsidiary, T3 Media, Inc.and $1.1 million related to
         the closing of several of its Solution Branches and converting them
         into virtual offices and severance costs related to the reduction of
         its staff.

(3)      During the second quarter of 2001, the Company wrote-off approximately
         $7.2 million related to the write-off its investment in Always-On
         Software, Inc., prepaid software licenses, fixed assets related to the
         reduction of office space in its New York headquarters, severance costs
         and other associated costs.


                                      F-25
<PAGE>

                          THE A CONSULTING TEAM, INC.



                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
                      Col. A                                Col. B                 Col. C                Col. D           Col. E
-----------------------------------------------------    ------------   ---------------------------   ------------     -------------
                                                                                 Additions
                                                                        ---------------------------
                                                                           (1)            (2)
                                                                        ----------   --------------
                                                          Balance at    Charged to     Charged to
                                                         Beginning of   Costs and    Other Accounts   Deductions -      Balances at
                   Description                              Period       Expenses       Describe        Describe       End of Period
-----------------------------------------------------    ------------   ----------   --------------   ------------     -------------
<S>                                                      <C>           <C>            <C>           <C>                 <C>
Reserves and allowances deducted from asset accounts:
For the year ended December 31, 2002
   Allowance for doubtful accounts                        $  652,048    $   25,000     $   --        $   (296,576)(a)    $  380,472
For the year ended December 31, 2001
   Allowance for doubtful accounts                        $  948,397    $  942,507     $   --        $ (1,238,856)(b)    $  652,048
For the year ended December 31, 2000
   Allowance for doubtful accounts                        $  682,424    $1,671,457     $   --        $ (1,405,484)(c)    $  948,397
</TABLE>

(a)      Uncollectible accounts written off during 2002.

(b)      Uncollectible accounts written off during 2001.

(c)      Uncollectible accounts written off during 2000.


                                       S-1

<PAGE>

                                 EXHIBIT INDEX


Exhibit
Number         Description of Exhibits
------         -----------------------
 2.1           Stock Purchase Agreement dated as of June 28, 2002 among the
               Registrant, International Object Technology, Inc. and the
               Stockholders of International Object Technology, Inc.
               incorporated by reference to Exhibit 2.1 to the Form 8-K, as
               previously filed with the SEC on July 12, 2002.

 3.1           Restated Certificate of Incorporation of the Registrant,
               incorporated by reference to Exhibit 3.1 to the Form 10-Q for the
               period ended June 30, 2001, as previously filed with the SEC on
               August 10, 2001.

 3.2.1         Certificate of Amendment of the Certificate of Incorporation of
               the Registrant dated August 8, 2002 incorporated by reference to
               Exhibit 3.2 to the Form 10-Q for the period ended June 30, 2001,
               as previously filed with the SEC on August 14, 2002.

 3.2.2         Certificate of Amendment of the Certificate of Incorporation of
               the Registrant dated November 12, 2002.

 3.3           Amended and Restated By-Laws of the Registrant, incorporated by
               reference to Exhibit 3.3 to the Registration Statement on Form
               SB-2 as previously filed with the SEC on August 6, 1997.

 4.1           Specimen Common Stock Certificate, incorporated by reference to
               Exhibit 4 to the Registration Statement on Form SB-2 as
               previously filed with the SEC on July 23, 1997.

 4.2           Registration Rights Agreement dated as of July 19, 2002 among the
               Registrant and those persons listed on Schedule I attached
               thereto, incorporated by reference to Exhibit 4.1 to the Form 8-K
               dated July 19, 2002, as previously filed by the SEC on July 25,
               2002.

10.1.1         Stock Option and Award Plan of the Registrant and Form of
               Nonqualified Stock Option Agreement, incorporated by reference to
               Exhibit 10.1 to the Registration Statement on Form SB-2 as
               previously filed with the SEC on August 6, 1997.

10.1.2         Amendment to the Stock Option and Award Plan of the Registrant,
               incorporated by reference to the Registration Statement on Form
               S-8 as previously filed with the SEC on December 12, 1997.

10.1.3         Amendment No. 2 to the Stock Option and Award Plan of the
               Registrant, incorporated by reference to Exhibit C to the
               Registrant's 2001 Proxy Statement on Schedule 14A, as previously
               filed with the SEC on April 30, 2001.

10.2           Loan and Security Agreement between the Registrant and Keltic
               Financial Partners, LP, dated June 27, 2001, incorporated by
               reference to Exhibit 10.1.1 to the Form 10-Q for the period ended
               June 30, 2001, as previously filed with the SEC on August 10,
               2001.

10.3           Guaranty of Payment and Performance between Shmuel BenTov, the
               Chairman and Chief Executive Officer of the Registrant, and
               Keltic Financial Partners, LP, dated June 27, 2001, incorporated
               by reference to Exhibit 10.2 to the Form 10-Q for the period
               ended June 30, 2001, as previously filed with the SEC on August
               10, 2001.

<PAGE>

Exhibit
Number         Description of Exhibits
------         -----------------------
10.4           Employment Agreement, dated January 1, 2002, between the
               Registrant and Shmuel BenTov, incorporated by reference to
               Exhibit 10.5 to the Form 10-K for the fiscal year ended December
               31, 2001, as previously filed with the SEC on April 1, 2002.

10.5           Employment Agreement, dated September 11, 2001, between the
               Registrant and Richard Falcone, incorporated by reference to
               Exhibit 10.6 to the Form 10-K/A for the fiscal year ended
               December 31, 2001, as previously filed with the SEC on April 4,
               2002.

10.6           Form of S Corporation Termination, Tax Allocation and
               Indemnification Agreement, incorporated by reference to Exhibit
               10.4 to the Registration Statement on Form SB-2, as previously
               filed with the SEC on August 6, 1997.

10.7           Letter of Undertaking from the Registrant and Shmuel BenTov,
               incorporated by reference to Exhibit 10.9 to the Registration
               Statement on Form SB-2, as previously filed with the SEC on July
               23, 1997.

10.8           Shmuel BenTov Letter Commitment, dated March 29, 2001,
               incorporated by reference to Exhibit 10.10 to the Form 10-K for
               the fiscal year ended December 31, 2000, as previously filed with
               the SEC on April 2, 2001.

10.9           Employment Agreement dated as of July 19, 2002 between the
               Registrant and Dr. Piotr Zielczynski, incorporated by reference
               to Exhibit 10.1 to the Form 8-K dated July 19, 2002, as
               previously filed with the SEC on July 25, 2002.

10.10          Employment Agreement dated as of July 19, 2002 between the
               Registrant and Ilan Nachmany, incorporated by reference to
               Exhibit 10.2 to the Form 8-K dated July 19, 2002, as previously
               filed with the SEC on July 25, 2002.

10.11          Employment Agreement dated as of July 19, 2002 between the
               Registrant and Sanjeev Welling, incorporated by reference to
               Exhibit 10.3 to the Form 8-K dated July 19, 2002, as previously
               filed with the SEC on July 25, 2002.

16.1           Letter dated July 2, 2002, of Ernst & Young, LLP, incorporated by
               reference to Exhibit 16.1 to the Form 8-K dated June 28, 2002, as
               previously filed with the SEC on July 3, 2002.

23.1           Consent of Ernst & Young, LLP.

23.2           Consent of Grant Thornton, LLP