<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended September 30, 2001

                                       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 0-23173

                         OAO TECHNOLOGY SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                            52-1973990
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

     7500 Greenway Center Drive
        Greenbelt, Maryland                                       20770
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (301) 486-0400

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

     As of November 9, 2001, the registrant had outstanding 19,372,872 shares of
its Common Stock, par value $0.01 per share.

<PAGE>

                         OAO TECHNOLOGY SOLUTIONS, INC.

        Quarterly Report on Form 10-Q for the Three and Nine Months Ended
                               September 30, 2001

                                      INDEX

                                 Page Reference

<TABLE>
<S>                                                                                              <C>
COVER PAGE.................................................................................       1

INDEX......................................................................................       2

PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

               Condensed Consolidated Balance Sheets as of September 30, 2001 and
               December 31, 2000 (Unaudited)...............................................       3

               Condensed Consolidated Statements of Operations and
               Comprehensive Income for the Three and Nine Months
               Ended September 30, 2001 and 2000 (Unaudited)...............................       4

               Condensed Consolidated Statements of Cash Flows
               for the Nine Months Ended September 30, 2001 and 2000 (Unaudited)...........       5

               Notes to Condensed Consolidated Financial Statements (Unaudited)............       6

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS............................................      11

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK....................................................................      17

PART II - OTHER INFORMATION................................................................      18
               Item 6. Exhibits and Reports on Form 8-K

SIGNATURES.................................................................................      19
</TABLE>


                                       2

<PAGE>

PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements

                         OAO TECHNOLOGY SOLUTIONS, INC.
                      Condensed Consolidated Balance Sheets
                                   (Unaudited)
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                      September 30,   December 31,
                                                                          2001            2000
                                                                      ----------------------------
<S>                                                                      <C>            <C>
ASSETS
Current assets:
    Cash and cash equivalents                                            $ 9,040        $11,779
    Accounts receivable:
      Billed, net of allowance of $2,203 and $1,280, respectively         26,704         25,129
      Unbilled, net of allowance of $463 and $449, respectively            8,402          6,684
                                                                         ----------------------
                                                                          35,106         31,813
    Note receivable - affiliate                                            2,020          2,160
    Deferred income taxes                                                  1,093          1,093
    Income tax receivable                                                  4,415            754
    Other current assets                                                   2,215          6,959
                                                                         ----------------------
      Total current assets                                                53,889         54,558
Property and equipment, net                                                5,953          5,778
Purchased and developed computer software for sale, net                    2,055          2,279
Deposits and other assets                                                  1,900          1,943
Deferred income taxes                                                        261            261
Intangible assets, net                                                    13,794          4,758
                                                                         ----------------------
      Total assets                                                       $77,852        $69,577
                                                                         ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Borrowings under revolving credit agreement                          $    --        $ 6,000
    Term loan, current portion                                             1,800             --
    Accounts payable                                                       8,949          6,464
    Accrued expenses                                                      13,566         10,545
    Income taxes payable                                                   1,401            523
    Unearned revenue                                                       1,015            959
    Current portion of capital lease obligations                             797            610
                                                                         ----------------------
      Total current liabilities                                           27,528         25,101

    Capital lease obligations, net of current portion, and other           1,682          1,234
    Term loan, net of current portion                                      7,200             --

Commitments and contingencies

Stockholders' equity:
    Preferred stock, par $.01 per share, 10,000,000 shares authorized;
      none issued and outstanding                                             --             --
    Common stock, par $.01 per share, 50,000,000 shares authorized;
      19,103,693 and 18,648,765 shares issued and outstanding
      at September 30, 2001 and December 31, 2000, respectively              191            186
    Additional paid-in capital                                            43,149         42,725
    Deferred compensation                                                     --            (25)
    Accumulated other comprehensive net loss                                (615)          (520)
    Stockholder receivable                                                (2,933)        (2,933)
    Retained earnings                                                      1,650          3,809
                                                                         ----------------------
      Total stockholders' equity                                          41,442         43,242
                                                                         ----------------------
      Total liabilities and stockholders' equity                         $77,852        $69,577
                                                                         ======================
</TABLE>

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


                                       3

<PAGE>

                         OAO TECHNOLOGY SOLUTIONS, INC.
    Condensed Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)
          (Dollars and shares in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                  Three months ended     Nine months ended
                                                      September 30,         September 30,
                                                 ------------------------------------------
                                                   2001       2000       2001        2000
                                                 ------------------------------------------
<S>                                              <C>         <C>         <C>          <C>
Revenues                                         $40,331    $36,674    $120,226    $114,914
Direct costs                                      32,234     30,904      97,975      96,468
Write-down of prepaid software licenses               --         --       5,085          --
                                                 ------------------------------------------
                                                   8,097      5,770      17,166      18,446
Selling, general and administrative expenses       6,842      6,017      19,678      16,615
Write-down of certain receivables and advances        --         --       1,660          --
                                                 ------------------------------------------
Income (loss) from operations                      1,255       (247)     (4,172)      1,831
Interest and other income, net                        77        566         418       1,004
                                                 ------------------------------------------
Income (loss) before income taxes                  1,332        319      (3,754)      2,835
Provision (benefit) for income taxes                 566        136      (1,595)      1,205
                                                 ------------------------------------------
Net income (loss)                                    766        183      (2,159)      1,630
Other comprehensive (loss) income, net:
    Foreign currency translation adjustment         (148)      (135)         33        (239)
                                                 ------------------------------------------
Comprehensive income (loss)                      $   618    $    48    $ (2,126)   $  1,391
                                                 ==========================================
Net income (loss) per common share:
    Basic                                        $  0.04    $  0.01    $  (0.12)   $   0.09
                                                 ==========================================
    Diluted                                      $  0.04    $  0.01    $  (0.12)   $   0.09
                                                 ==========================================
Weighted average number of shares outstanding:
    Basic                                         18,541     17,910      18,312      17,802
                                                 ==========================================
    Diluted                                       18,541     18,269      18,312      18,552
                                                 ==========================================
</TABLE>

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


                                       4

<PAGE>

                         OAO TECHNOLOGY SOLUTIONS, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                  Nine months ended
                                                                     September 30,
                                                                 -------------------
                                                                   2001       2000
                                                                 -------------------
<S>                                                              <C>         <C>
Cash Flows from Operating Activities:
    Net (loss) income                                            $ (2,159)   $ 1,630
    Adjustment to reconcile net (loss) income to net
      cash provided by (used in) operating activities:
        Depreciation and amortization                               3,061      2,402
        Write-down of prepaid software licenses                     5,085         --
        Write-down of certain receivables and advances              1,660         --
        Change in fair value of stock guarantee                        --       (112)
    Change in assets and liabilities:
      Accounts receivable, net                                     (3,877)    (2,383)
      Other current assets                                         (3,905)      (450)
      Deposits and other assets                                      (265)      (760)
      Accounts payable                                              2,485     (3,038)
      Income taxes payable                                            878        184
      Accrued expenses                                              2,374     (1,743)
      Unearned revenue                                               (568)       355
                                                                 -------------------
        Net cash provided by (used in) operating activities         4,769     (3,915)
                                                                 -------------------
Cash Flows from Investing Activities:
    Purchase of business                                           (9,037)        --
    Expenditures for capitalized computer software for sale            --     (1,236)
    Expenditures for property and equipment                        (1,464)    (1,936)
                                                                 -------------------
        Net cash used in investing activities                     (10,501)    (3,172)
                                                                 -------------------
Cash Flows from Financing Activities:
    Net (payments) borrowings under revolving credit agreement     (6,000)     6,000
    Proceeds from term note                                         9,000         --
    Deferred financing costs                                         (136)        --
    Proceeds from sale-leaseback                                      312         --
    Proceeds from the sale of common stock, net                       429      1,499
    Payments on capital lease obligations                            (517)       (83)
                                                                 -------------------
         Net cash provided by financing activities                  3,088      7,416
                                                                 -------------------
Effect of exchange rate changes on cash                               (95)      (185)
                                                                 -------------------
Net (decrease) increase in cash and cash equivalents               (2,739)       144
Cash and cash equivalents, beginning of period                     11,779     13,142
                                                                 -------------------
Cash and cash equivalents, end of period                         $  9,040    $13,286
                                                                 ===================
Supplemental cash flow information:
    Cash paid for interest                                       $     77    $    47
    Cash paid for income taxes                                   $  1,182    $ 1,294
</TABLE>

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


                                       5

<PAGE>

                         OAO TECHNOLOGY SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Organization and Basis of Presentation

OAO Technology Solutions, Inc. ("the Company" or "OAOT") is a global provider of
information technology and eBusiness solutions. The Company began its operations
in 1993 as a division of OAO Corporation, was incorporated in March 1996 and was
spun off from OAO Corporation in April 1996. The Company  operates four business
segments:  Healthcare  IT  Solutions,   Enterprise  Applications  and  eBusiness
Solutions, Managed IT Services, and Professional Services.

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Company without audit,  pursuant to the rules and regulations of
the Securities and Exchange  Commission  ("SEC") and include,  in the opinion of
the management,  all adjustments,  consisting of normal  recurring  adjustments,
necessary for a fair presentation of interim period results. Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted  pursuant to such rules and  regulations.
These condensed  consolidated financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K filed with the SEC for the year ended  December 31, 2000 and
the  Company's  other  filings with the SEC. The results of  operations  for the
three and  nine-month  periods  ended  September 30, 2001,  are not  necessarily
indicative of the results to be expected for the full year.

2.   Revenue Recognition

The Company  provides  services under  contracts,  primarily to large commercial
customers.  Service revenues are generally recognized ratably over the period of
the related contract. Revenue for fixed-price contracts is recorded on the basis
of the estimated  percentage of completion,  based on costs incurred as compared
to estimated  costs at  completion  of the  services  rendered.  Revenues  under
time-and-materials  contracts  are recorded at the  contracted  rates plus other
direct costs as they are incurred.  Losses on contracts,  if any, are recognized
as soon as they become known.

The Company  recognizes  software  revenue under the  provisions of Statement of
Position (SOP) No. 97-2,  "Software Revenue  Recognition" (as amended by SOP No.
98-4  and SOP No.  98-9).  Except  as noted  below,  software  license  fees are
recognized as revenue upon the customer's  execution of a noncancelable  license
agreement and the Company's  delivery of the software,  provided that the fee is
fixed and  determinable,  collectibility  is probable,  and customization of the
software is not required.  Revenues are  recognized  from per member,  per month
(PMPM)  software  license  arrangements  as payments from customers  become due.
Revenues from software  maintenance  contracts are  recognized  ratably over the
maintenance  period based upon their vendor specific  objective evidence of fair
value.  Revenues  from  consulting  and training  services are  recognized  on a
time-and-materials basis as services are performed.  Amounts received in advance
of the delivery of software or the  performance  of services are  classified  as
unearned revenue on the consolidated balance sheets.

3.   Earnings (Loss) Per Share

Basic  earnings  (loss) per share has been  calculated  as net  earnings  (loss)
divided by basic  weighted-average  common shares outstanding.  Diluted earnings
(loss)  per  share  has  been  computed  as  net  earnings   (loss)  divided  by
weighted-average common shares outstanding, and, when dilutive, potential common
shares from options to purchase  common stock using the treasury  stock  method.
The dilutive  effect of options were  excluded from the  calculation  of diluted
earnings per share for the three and nine months ended  September  30, 2001,  as
including them would have been anti-dilutive.  The dilutive effect of options of
359,000 and 750,000 shares were included in the calculation of diluted  earnings
per share for the three and nine months ended September 30, 2000, respectively.


                                       6

<PAGE>

4.   Acquisitions

On August 31, 2001, the Company closed on the acquisition (the "Acquisition") of
EZ-CAP,  a  division  of  QuadraMed   Corporation   (QuadraMed).   The  purchase
consideration was $9,000,000  payable by the Company to QuadraMed which includes
(i) cash in the amount of  $8,900,000  at  closing  and an  additional  $100,000
subject to certain  conditions and (ii) contingent  consideration in the form of
additional  cash payments to the seller not to exceed  $5,000,000  over the next
18-months subject to achieving certain performance targets.

The  Acquisition  was accounted for by the purchase  method of  accounting.  The
assets acquired and liabilities assumed as part of the transaction were recorded
at estimated fair values. The purchase price allocation resulted in $3.0 million
for identifiable  intangible assets including intellectual property and customer
lists and the  excess  purchase  price of $6.7  million  over the fair  value of
assets  acquired was  allocated to goodwill.  The purchase  price  allocation is
preliminary  and  subject to  adjustment  based on the  outcome of a third party
valuation of identified intangibles.

The  following  pro  forma  financial  information  for the  nine  months  ended
September 30, 2001 and 2000 assumes the Acquisition occurred as of the beginning
of the respective  year, after giving effect to certain  adjustments,  including
interest expense and the amortization of intangible assets. The EZ-CAP financial
amounts  used to  prepare  the pro  forma  information  were  derived  from  the
historical books and records of QuadraMed and are not necessarily  indicative of
the operating results had the EZ-CAP division operated on a stand-alone basis.

This pro forma  information has been prepared for comparative  purposes only and
is not necessarily indicative of the results of operations that may occur in the
future or that would  have  occurred  if the  business  combination  had been in
effect on the dates indicated.

                                                    Nine months ended
                                                       September 30,
                                                  ---------------------
                                                    2001         2000
                                                  ---------------------

Revenues                                          $126,970     $121,104
Net (loss) income                                 $ (1,930)    $  1,575
Basic (loss) income per share                     $  (0.11)    $   0.09
Diluted (loss) income per share                   $  (0.11)    $   0.08

Also on August 31,  2001,  the  Company  acquired  NetEffect  Europe,  Ltd.  The
transaction  was completed as an asset  purchase and was accounted for using the
purchase  method of  accounting.  The  acquired  business,  located  in  Slough,
England,  expands the Company's  information  technology consulting services and
provides  additional client relations.  This transaction was not material to the
Company's  financial position or results of operations and is thus excluded from
the pro forma financial information presented above.

5.   Credit Agreement

On August 29, 2001, the Company amended its credit agreement dated June 30, 1999
(the "Amendment"). The Amendment provides a $15 million revolving line of credit
("Revolver")  and a $9 million term loan facility.  The Revolver  provides for a
commitment  fee of 0.375% to 0.500% of the unused  balance  and  interest at the
prime rate or, at the Company's  option,  at LIBOR plus a risk adjusted premium.
The Revolver matures on September 30, 2003. Draws under the Revolver are limited
to a  formula  driven  borrowing  base  determined  by  the  levels  of  certain
receivables, as defined in the Amendment. The Amendment's term loan facility was
drawn on in full to fund the EZ-CAP  acquisition (see Note 4) and bears interest
at LIBOR plus a risk adjusted premium, which totaled 4.7% at September 30, 2001.
The term loan  facility  matures on September 30, 2006 and is due in sixty equal
monthly principle payments,  plus interest.  The Amendment also modified certain
required  financial  covenants.  There were no borrowings  outstanding under the
Revolver  as of  September  30,  2001 and $6.0  million  was  outstanding  as of
December 31, 2000 bearing interest at a rate of 9.5 %.


                                       7

<PAGE>

6.   Special Charges

The Company  continually  has assessed the  recoverability  of its investment in
prepaid  software  licenses  related  to its  Customer  Relationship  Management
business based on the depth and quality of its sales  pipeline,  level of active
proposals and letters of intent to purchase  licenses,  sales, and the number of
qualified leads generated from its focused sales programs among other factors.

During  the  second  quarter  of  2001,  the  Company   wrote-off  $5.1  million
representing  all presently on hand and future  purchase  commitments to acquire
Siebel software licenses as of June 30, 2001.

At June 30, 2001 the Company also increased its reserves for certain receivables
and advances by $1.7 million.


                                       8

<PAGE>

7.   Segment Information

The Company manages its business segments primarily by service line. As reported
in  the  Company's   Annual   Report  on  Form  10-K,   the  names  and  certain
classifications within the Company's reportable segments were changed in 2000 to
better  describe the services  provided.  The 2000  quarterly  results have been
reclassified to conform to this presentation.  The Company's reportable segments
are Healthcare IT Solutions,  Enterprise  Applications and eBusiness  Solutions,
Managed IT Services and Professional Services.

The Healthcare IT Solutions segment provides  proprietary  software products and
business  solutions for  healthcare  organizations.  The division  provides full
service  solutions via its proprietary  MC400 software on a one-time  license or
PMPM  basis and via its  EZ-CAP  software  which is the  industry  standard  for
at-risk healthcare organizations.  This includes customer service,  installation
service, training and ongoing support.

The Enterprise Applications and eBusiness Solutions segment provides integration
services and  software  solutions.  These  practice  areas focus on  Application
Management Services (AMS),  Portals,  eCommerce and Enterprise Resource Planning
(ERP).

The  Managed  IT  Services   segment   provides   network  and  systems  design,
integration,  and management of  large-scale  data-center  environments  linking
multiple  technologies,  operating systems,  protocols and geographic areas. The
division manages enterprise  systems and provides desktop  management  services,
which includes on-site and remote network systems management.

The Professional Services segment provides information technology personnel that
are regularly  utilized  within  engagements  to meet short or  indefinite  term
requirements.  These highly  skilled  professionals  are provided to augment our
clients' staffing requirements.

The Company  evaluates the performance of each segment based on segment revenues
and gross  profit.  Segment gross profit  includes only direct costs.  Corporate
selling,  general and administrative  expenses,  net interest expense, and other
income and expenses are not allocated to segments.

Summary information by segment is as follows:

<TABLE>
<CAPTION>
                                                                Three months ended    Nine months ended
                                                                   September 30,         September 30,
                                                                -----------------------------------------
                                                                  2001      2000       2001        2000
                                                                -----------------------------------------
<S>                                                             <C>       <C>        <C>         <C>
MANAGED IT SERVICES
   Revenues                                                     $12,816   $13,514    $ 41,445    $ 46,426
   Gross profit                                                   3,044     2,209       4,410       8,621
PROFESSIONAL SERVICES
   Revenues                                                      12,028    13,901      38,117      42,070
   Gross profit                                                   1,711     1,765       4,743       5,425
ENTERPRISE APPLICATIONS AND
   eBUSINESS SOLUTIONS
   Revenues                                                      10,875     5,661      28,985      15,266
   Gross profit                                                   2,068       330       4,341*        243
HEALTHCARE IT SOLUTIONS
   Revenues                                                       4,612     3,598      11,679      11,152
   Gross profit                                                   1,274     1,466       3,672       4,157
SEGMENT TOTALS
   Revenues                                                      40,331    36,674     120,226     114,914
   Gross profit                                                   8,097     5,770      17,166      18,446
   Selling, general and administrative expenses unallocated       6,842     6,017      19,678      16,615
   Write-down of certain receivables and advances unallocated        --        --       1,660          --
                                                                -----------------------------------------
   Total consolidated income (loss) from operations               1,255      (247)     (4,172)      1,831
   Interest and other income, net unallocated                        77       566         418       1,004
                                                                -----------------------------------------
Total consolidated income (loss) before income taxes            $ 1,332   $   319    $ (3,754)   $  2,835
                                                                =========================================
</TABLE>

*    Includes  the  write-down  of $5.1  million  related  to  prepaid  software
     licenses (see Note 6).


                                       9

<PAGE>

8.   New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations."
SFAS 141 requires the purchase  method of accounting  for business  combinations
initiated  after June 30, 2001 and eliminates the  pooling-of-interests  method.
The  Company  does not  believe  that  the  adoption  of SFAS  141  will  have a
significant impact on its financial statements.

In July 2001, the FASB also issued Statement of Financial  Accounting  Standards
No. 142 ("SFAS 142"). "Goodwill and Other Intangible Assets", which is effective
January 1, 2002. SFAS 142 requires,  among other things,  the  discontinuance of
goodwill  amortization.  In addition,  the Standard includes  provisions for the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently  assessing but has not yet  determined  the impact SFAS 142
will have on its financial position and results of operations.

In August 2001, the FASB issued Statement of Financial  Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("FASB
144"), which addresses financial  accounting and reporting for the impairment or
disposal of long-lived assets.  FASB 144 supersedes both FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and the accounting  and reporting  provisions of APB Opinion No.
30, "Reporting the Results of Operation - Reporting the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events and  Transactions,"  for the  disposal  of a Segment  of a  Business  (as
previously  defined  in  that  opinion).  FASB  144  also  amends  ARB  No.  51,
"Consolidated  Financial Statements" to eliminate the exception to consolidation
for a subsidiary for which control is likely  temporary.  The provisions of FASB
144 are required to be applied with fiscal years  beginning  after  December 15,
2001.  The Company is currently  assessing but has not yet determined the impact
FASB 144 will have on its financial position and results of operations.


                                       10

<PAGE>

Item 2.

                         OAO TECHNOLOGY SOLUTIONS, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following  discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Condensed Consolidated Financial
Statements  and Notes  thereto found in this Form 10-Q.  Historical  results and
percentage relationships among any amounts in these Financial Statements are not
necessarily indicative of trends in operating results for any future period.

The  statements  which are not  historical  facts  contained  in this Form 10-Q,
including  Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations and Notes to Consolidated Financial Statements, constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such statements are based on currently  available
operating,  financial and  competitive  information,  and are subject to various
risks and  uncertainties.  Future  events and the Company's  actual  results may
differ   materially  from  the  results   reflected  in  these   forward-looking
statements.  Factors  that might cause such a  difference  include,  but are not
limited to: dependence on key strategic and end-user  customers,  the ability to
establish  new  strategic   customer   relationships,   risks   associated  with
fixed-price  contracts,  future  financial  results,  the ability to sustain and
manage growth,  lower than expected growth of non-strategic  customer  revenues,
success in achieving  marketing and sales goals and other  business  development
initiatives,  difficulties  of  investments  in  infrastructure,   uncertainties
relating to the difficulties of transacting on the Internet,  transitioning  the
Company to New Business Sector  businesses,  potential changes in the prevailing
technology away from outsourcing IT applications,  the failure of the Company to
make necessary  enhancements or developments to its existing software  products,
opportunities in the market place, competition in the industry, general economic
conditions,  the possibility  that strategic or end-user  customers could invoke
early  termination  clauses  contained  in the  Company's  long-term  contracts,
dependence on key personnel,  the ability to attract,  hire and retain personnel
who possess the technical  skills and  experience  necessary to meet the service
requirements  of its  clients,  the  ability to  successfully  integrate  recent
acquisitions,  the  potential  liability  with  respect to actions  taken by its
employees,  risks  associated with  international  sales  including  exposure to
fluctuations  between the U.S.  dollar and other foreign  currencies,  and other
risks  described  herein and in the  Company's  other  Securities  and  Exchange
Commission filings.

Overview

OAO Technology Solutions,  Inc. ("the Company" or "OAOT") is a global integrator
of information  technology and eBusiness  solutions.  The Company  operates four
business  segments  within two broad business  sectors.  The New Business Sector
includes services in relatively  higher margin,  faster growth business segments
that are newer to OAOT and where management believes there is significant future
growth  potential.   The  Traditional   Business  Sector  includes  services  in
relatively  lower  profit  margin,  slower  growth  business  segments  that are
currently  profitable  and have a recurring  positive cash flow.  The Company is
leveraging  the  advantages  of its  Traditional  Business  Sector by  investing
profits from the Traditional  Business sector into the New Business sector.  The
Company's business sectors and segments are as follows:

New Business Sector
   Healthcare IT Solutions
   Enterprise Applications and eBusiness Solutions

Traditional Business Sector
   Managed IT Services
   Professional Services


                                       11

<PAGE>

The Healthcare IT Solutions  segment provides managed care software  application
solutions  under software  license  agreements via its MC400 and EZ-CAP software
solutions which is sold on a per member, per month (PMPM)  subscription basis or
for  a  one-time  perpetual  license  fee.  OAOT's  MC400  software  provides  a
comprehensive  solution for healthcare benefit organizations (health maintenance
organizations,  indemnity  insurance plans,  physician  hospital  organizations,
independent  physician  organizations  and  self-insured  employer plans,  among
others).  The MC400 system is web-enabled  and provides over thirty modules that
include claims  processing,  patient care management,  eligibility,  enrollment,
utilization,  internet connectivity,  data warehousing,  care management and web
portals in one integrated system. The Company has over fifty installed sites and
offers a viable  solution  that is ready  for the  federal  requirements  of the
Health Insurance Portability and Accountability Act (HIPAA). EZ-CAP is currently
installed  at over 200  clients and  provides  secure,  web-enabled  modules for
authorizations,   premium  billing,  capitation  payment,  data  reconciliation,
benefit  administration,   contract  management,  and  health  plan  and  member
eligibility management. The Company recently released EZ-CAP 4.0, which operates
on Microsoft SQL Server  enterprise  technology and permits the use of a central
database  to  concurrently   process   information  for  multiple  managed  care
companies.

The  Enterprise   Applications   and  eBusiness   Solutions   segment   provides
customer-centric  integration  services and software solutions that are designed
to work  cohesively  within the framework of our  customers'  existing  business
models.    The   division's    three   practices   are   eBusiness    Solutions,
Application/Managed Service Provider (A/MSP) and Application Management Services
(AMS).  The Company has decided to exit the software license reseller portion of
this  practice  and  write-off  its  investment  in  Siebel  pre-paid   Customer
Relationship  Management (CRM) software licenses. The Company will further focus
its practice on providing  service  solutions.  OAOT offers both  customized and
pre-packaged  solutions.  Integration services are delivered on a consulting and
project basis under both time and materials and fixed price arrangements,  while
our application  management and software  solutions  services are made available
through an A/MSP model or outsourced from the customer.

The  Managed  IT  Services   segment   provides   network  and  systems  design,
integration,  and  management of large-scale  environments,  which link multiple
technologies,  operating  systems,  protocols and geographic areas. OAOT manages
enterprise  systems and provides  desktop  management  services,  which  include
on-site and remote  network  systems  management.  These  services are provided,
generally  under  long-term  fixed  price  contracts,  as  either  part of an IT
outsourcing  team with our  strategic  customers to a wide range of end users or
directly to middle  market  customers.  The  Company's  strategic  partners  and
customers  include  IBM,  Compaq and CSC.  In 2000,  the  Company's  data center
management contract was renewed for ten years. Management believes that revenues
from these contracts may increase over the term of the contract;  however, there
is no assurance  that  revenues  from this contract will increase or continue at
historic revenue and profitability levels.

The Professional  Services segment provides  information  technology  personnel,
primarily on a  time-and-materials  basis,  that are regularly  utilized  during
engagements  to meet  short or  indefinite  term  requirements.  There  are also
instances  where an  engagement  has started on a time and  materials  basis and
evolved to a fixed price basis, as the requirements became sufficiently defined.
The  Professional   Services  business  is  concentrated  within  one  strategic
customer;  however,  the  Company has  expanded  its  customer  base in 2000 and
continues to focus on expanding its customer base in the future.


                                       12

<PAGE>

Results of Operations

The following table sets forth, for the periods indicated,  selected  statements
of operations data as a percentage of revenues:

<TABLE>
<CAPTION>
                                                     For the three months ended          For the nine months ended
                                                            September 30,                       September 30,
                                                 ---------------------------------------------------------------------
     (in millions)                                    2001            2000                2001              2000
                                                 ---------------------------------------------------------------------
<S>                                              <C>     <C>      <C>      <C>       <C>       <C>      <C>      <C>
Revenues                                         $40.3   100.0%   $36.7    100.0%    $120.2    100.0%   $114.9   100.0%
Direct costs                                      32.2    79.9%    30.9     84.2%      98.0     81.5%     96.5    84.0%
Write-down of prepaid software licenses           --      --       --       --          5.1      4.2%       --      --
Selling, general and administrative expenses       6.8    16.9%     6.0     16.3%      19.6     16.3%     16.6    14.4%
Write-down of certain receivables and advances    --      --       --       --          1.7      1.4%       --      --
                                                 ---------------------------------------------------------------------
Income (loss) from operations                      1.3     3.2%    (0.2)    -0.5%      (4.2)    -3.5%      1.8     1.6%
Interest and other income, net                     0.1     0.2%     0.5      1.4%       0.4      0.3%      1.0     0.9%
                                                 ---------------------------------------------------------------------
     Income (loss) before income taxes             1.4     3.5%     0.3      0.8%      (3.8)    -3.2%      2.8     2.4%
Provision (benefit) for income taxes               0.6     1.5%     0.1      0.3%      (1.6)    -1.3%      1.2     1.0%
                                                 ---------------------------------------------------------------------
     Net income (loss)                           $ 0.8     2.0%   $ 0.2      0.5%    $ (2.2)    -1.8%   $  1.6     1.4%
                                                 =====================================================================
</TABLE>

Comparison of the three and nine month  periods ended  September 30, 2001 to the
three and nine month periods ended September 30, 2000.

Revenues

The Company's  revenues  increased $3.6 million or 9.8% to $40.3 million for the
three months ended  September  30, 2001,  compared to $36.7 million for the same
period in 2000. For the nine months ended September 30, 2001 revenues  increased
$5.3 million or 5.0 % to $120.2  million from $114.9 million for the same period
in 2000.  Revenue  increases  for both the three and nine  month  periods  ended
September 30, 2001 were driven by the Company's New Business  Sector,  primarily
the Enterprise Applications and eBusiness Solutions segment. New Business Sector
revenue  increases  were  partially  offset  by  decreases  in  revenues  in the
Company's  Traditional  Business  Sector,  in both the Managed IT  Services  and
Professional Services segments.

Revenues from the New Business  Sector  increased  $6.2 million to $15.5 million
for the three month  period  ended  September  30, 2001 from $9.3 million in the
same period in 2000, while revenues  increased by $14.3 million to $40.7 million
for the nine month period  ended  September  30, 2001 from $26.4  million in the
same period in 2000.

Revenues  from the  Enterprise  Applications  and  eBusiness  Solutions  segment
increased  $5.2  million or 91.2% to $10.9  million,  for the three months ended
September  30,  2001  compared  to $5.7  million  for the same  period  in 2000.
Revenues  increased  $13.7 million or 89.5% to $29.0 million for the nine months
ended  September 30, 2001 compared to $15.3 million for the same period in 2000.
The increase in revenues for both the three month and nine month  periods  ended
September 30, 2001 was due primarily to increased  activity in the AMS business.
Billable  headcount  increased  from 242 in  September  2000 to 447 in September
2001.  It is  anticipated  that this  business will continue to have a favorable
impact for the balance of the year with headcount  expected to increase  through
May 2002.  Increases  in AMS  revenues  were  partially  offset by  decreases in
eBusiness Solutions revenue.  The decline is the result of fewer active projects
in the  division,  particularly  in  Siebel  software  implementation  services.
eBusiness  headcount  has  been  reduced  from  approximately  30  positions  in
September  2000 to 8 in  September  2001 and is expected  to be further  reduced
during the remainder of 2001.

Revenues from the Healthcare IT Solutions  segment  increased  $1.0 million,  or
27.8%, to $4.6 million for the three months ended September 30, 2001 compared to
$3.6  million  for the same  period in 2000.  For the nine  month  period  ended
September  30, 2001,  revenues  increased  $0.5 million or 4.5% to $11.7 million
compared to $11.2  million for the same period in 2000.  The increase in revenue
was primarily attributable to the EZ-CAP acquisition.


                                       13

<PAGE>

Revenues from the Company's  Traditional  Business Sector decreased $2.6 million
to $24.8 million for the three month period ended  September 30, 2001 from $27.4
million in the same period in 2000.  Revenues decreased by $9.0 million to $79.5
million for the nine month period ended September 30, 2001 from $88.5 million in
the same period in 2000.

Revenues from the Managed IT Services segment  decreased by $0.7 million or 5.2%
to $12.8 million for the three months ended September 30, 2001 compared to $13.5
million for the same period in 2000. Revenues decreased by $5.0 million or 10.8%
to $41.4 million for the nine months ended  September 30, 2001 compared to $46.4
million  for the same  period  in  2000.  The  decline  in  revenues  was due to
in-sourcing of services by one customer away from the Company, and lower pricing
and service levels under its current contract requirements.  These declines were
partially offset by increased  project work through a strategic  customer of the
Company's United Kingdom operations. In addition, this is the first quarter that
reflects  the year to year  re-pricing  and  revenue  growth of the data  center
management contract.

Revenues from the Professional  Services segment decreased $1.9 million or 13.7%
to $12.0 million for the three months ended September 30, 2001 compared to $13.9
million  for the same  period in 2000.  Revenues  decreased  for the nine months
ended  September 30, 2001 by $4.0 million or 9.5% to $38.1  million  compared to
$42.1  million for the same period in 2000.  The  decrease in revenues is due to
continued softness in staffing requisitions from a strategic customer and by the
decline in IT staff  requisitions as a result of the slow down in the technology
market.  This  softness  may continue  into future  periods.  Additionally,  the
Professional  Services  line  suffered  a 5% price  reduction  from a  strategic
customer, which is expected to be passed through to the Company's suppliers. The
Company is  diversifying  its  customer  base,  which is expected  to  partially
mitigate any future declines.

Direct Costs

The Company's  direct costs  increased $1.3 million or 4.2% to $32.2 million for
the three months ended  September  30, 2001,  compared to $30.9  million for the
same period in 2000. Direct costs decreased as a percentage of revenues to 79.9%
for the three  months ended  September  30, 2001 versus 84.2% for same period in
2000. For the nine months ended September 30, 2001,  direct costs increased $6.6
million to $103.1 million from $96.5 million in the same period in 2000.  Direct
costs  increased as a percentage  of revenues to 85.7% for the nine months ended
September 30, 2001 versus 84.0% for same period in 2000.

The increase in direct costs for the three month period ended September 30, 2001
is a result of growth in the New Business  Sector.  The increase in direct costs
and direct  costs as a  percentage  of revenues  for the nine month period ended
September 30, 2001 is due to the  write-down of $5.1 million  related to prepaid
software  licenses  which  are  attributable  to the CRM  practice,  within  the
Enterprise Applications and eBusiness Solutions segment. Excluding the write-off
of prepaid  software  licenses,  the ratio of direct  costs to revenues  for the
Company  improved to 81.5% for the nine months ended September 30, 2001 compared
to 84.0%  for the same  period in 2000.  The  improvement  in direct  costs as a
percent of revenue  for the three and nine  months  ended  September  30,  2001,
excluding the write-down of $5.1 million related to prepaid  software  licenses,
is  due  to  improvements  in  profitability  in the  Enterprise  and  eBusiness
Solutions and Managed IT Solutions  segments,  partially  offset by a decline in
profitably in the Healthcare IT Solutions  segment,  as discussed in more detail
below.

The  Enterprise  Applications  and  eBusiness  Solutions  segment  direct  costs
increased by $3.4  million to $8.8 million for the three months ended  September
30, 2001 from $5.4 million for the same period in 2000.  Direct costs  increased
$14.7  million to $29.8  million for the nine months  ended  September  30, 2001
compared to $15.1 million for the same period last year. These increases reflect
the overall  increase in business  activity in the  segment.  In the  Enterprise
Applications and eBusiness  Solutions  segment,  direct costs as a percentage of
segment  revenues were 80.7% and 94.7% for the three months ended  September 30,
2001 and 2000,  respectively.  Direct costs as a percentage of segment  revenues
increased to 102.8% for the nine months ended  September 30, 2001 from 98.7% for
the same  period in 2000.  Direct  costs as a  percentage  of segment  revenues,
exclusive of the  write-down of the prepaid  licenses,  were 85.2% and 98.7% for
the nine months ended September 30, 2001 and 2000, respectively. The improvement
in direct  costs as a percent  of  revenue  in the three and nine  months  ended
September 30, 2001,  excluding the write-down of $5.1 million related to prepaid
software  licenses,  is the  result  of a more  favorable  mix  in  billable  to
non-billable headcount, and an overall increase in billable headcount in the AMS
business. Billable


                                       14

<PAGE>

headcount  increased from 81.0% of total headcount in September 2000 to 85.0% of
total headcount in September 2001.

Managed IT Services  segment  direct  costs  decreased  by $1.5  million to $9.8
million for the three months ended September 30, 2001 from $11.3 million for the
same period in 2000. Direct costs decreased by $5.3 million to $31.9 million for
the nine months ended  September 30, 2001 compared to $37.2 million for the same
period in 2000.  Segment  direct costs as a percentage of segment  revenues were
76.6%  and  83.7%  for the  three  months  ended  September  30,  2001 and 2000,
respectively.  Direct costs as a percentage  of segment  revenues were 77.1% and
81.5% for the nine months ended September 30, 2001 and 2000,  respectively.  The
improvement  in direct costs as a percentage of revenue is a result of operating
efficiencies  gained  in  the  business,  and  higher  margins  realized  on new
customers.

HealthCare IT Solutions' direct costs increased $1.2 million to $3.3 million for
the three months ended  September 30, 2001 compared to $2.1 million for the same
period in 2000.  Direct  costs for the nine  months  ended  September  30,  2001
increased  $1.0  million to $8.0  million  compared to $7.0 million for the same
period  in 2000.  HealthCare  IT  Solutions'  direct  costs as a  percentage  of
revenues  increased  to 71.7% for the three  months  ended  September  30,  2001
compared to 58.3% for the same period in 2000.  For the nine month  period ended
September 30, 2001,  direct costs  increased as a percentage of revenue to 68.4%
from 62.5% from the same period in 2000.  The increases were primarily due to an
increase in research and development costs.

Direct  costs in the  Professional  Services  segment for the three months ended
September 30, 2001 decreased by $1.8 million to $10.3 million  compared to $12.1
million  during  the same  period  in  2000.  For the nine  month  period  ended
September  30 2001,  direct costs  decreased  by $3.3  million to $33.4  million
compared  to $36.7  million in the same period in 2000.  Professional  Services'
direct costs as a percentage of revenues  remained  stable in the three and nine
months ended  September  30, 2001 as compared to the same  periods in 2000.  The
decline in direct costs is consistent with the decline in revenue.

Selling, General and Administrative Expenses

Selling,  general and administrative expenses were $6.8 million and $6.0 million
for the three month periods ended September 30, 2001 and 2000, respectively. The
Company's selling, general and administrative expenses increased as a percentage
of revenues for the three months ended  September 30, 2001 to 16.9 % compared to
16.3% for the same period in 2000.  For the nine month periods  ended  September
30,  2001 and 2000  selling,  general  and  administrative  expenses  were $19.6
million  and $16.6  million or 16.3% and 14.4% of  revenues,  respectively.  The
increases  were a result of increases in indirect  expenses in the Company's New
Business Sector, primarily as a result of the growth in the AMS business.

The Company also experienced  incremental  increases from an acquisition in late
2000 and has experienced  other increases as a result of the continuation of the
Company's  infrastructure  build-out  to  accommodate  its  growth.  The Company
expects future selling, general and administrative expenses to grow less rapidly
as a percentage of revenues as expenses stabilize and revenues increase.

Write-down of Certain Receivables and Advances

Special charges,  in addition to the write-down of the Siebel prepaid  licenses,
were incurred in the second quarter of 2001 totaling $1.7 million. There were no
such special charges in the same periods in 2000.

Interest and Other Income and Provisions for Income Taxes

For the three and nine month periods ended September 30, 2001 interest and other
income  decreased  to $0.1  million and $0.4  million,  respectively,  from $0.6
million and $1.0  million in the same period in 2000.  The decrease is primarily
due to lower  interest  rates on invested cash. The effective tax rate was 42.5%
for the three and nine months ended September 30, 2001,  essentially  consistent
with the same periods in 2000.


                                       15

<PAGE>

Liquidity and Capital Resources

Cash and cash  equivalents  were $9.0 million as of September  30, 2001,  versus
$11.8  million as of December 31, 2000.  Cash  provided by  operations  was $4.8
million  for the  nine  months  ended  September  30,  2001.  Cash  provided  by
operations  for the nine months ended  September  30, 2001 was  primarily due to
earnings  before  special  non-cash  charges,   depreciation  and  amortization.
Additionally, an increase in current liabilities,  which was partially offset by
an increase in accounts  receivable  and other assets,  contributed  to the cash
provided by operations.  Accounts receivable increased due to increased software
license sales and timing  differences  in receipt of amounts due from  strategic
customers.  The Company's  Traditional Business Sector,  Managed IT Services and
Professional  Services,  continue to manage collections of accounts  receivable.
These cash flows were used to fund the Company's New Business Sector, Healthcare
IT Solutions  and  Enterprise  Applications  and eBusiness  Solutions,  business
segments. The Company expects to continue to invest in the operations of its New
Business  Sector and will also invest in sales and  marketing as it develops its
demand generation  capabilities for these new business services. Such costs will
continue to be expensed as incurred and  represent a use of future cash which is
expected to be funded from Company operations and available cash.

Cash used in investing  activities  was $10.5  million  primarily for the EZ-CAP
acquisition.  Additionally,  the purchase of hardware and office  equipment used
primarily  by  its  Enterprise  Applications  group  and  for  certain  software
developed  for sale by the  Healthcare  IT segment  also were a part of the cash
used for investing activities.  To the extent that additional funds are required
for capital  purchases,  the Company has arranged a $6.5 million of lease credit
lines with two financial  institutions.  As of September 30, 2001,  $3.8 million
had been utilized under the facility.

On August 29, 2001, the Company amended its credit agreement dated June 30, 1999
(the "Amendment"). The Amendment provides a $15 million revolving line of credit
("Revolver")  and a $9 million term loan facility.  The Revolver  provides for a
commitment  fee of 0.375% to 0.500% of the unused  balance  and  interest at the
prime rate or, at the Company's  option,  at LIBOR plus a risk adjusted premium.
The Revolver  matures on September 30, 2003. The Amendment's  term loan facility
was drawn on in full to fund the EZ-CAP  acquisition and bears interest at LIBOR
plus a risk adjusted  premium.  The term loan facility  matures on September 30,
2006 and is due in 60 equal monthly  principle  payments,  plus interest.  Draws
under the Revolver are limited to a formula driven  borrowing base determined by
the levels of certain  receivables,  as defined in the Amendment.  The Amendment
also modifies certain  required  financial  covenants.  There were no borrowings
outstanding  under  the  Revolver  as of  September  30,  2001 and $6.0  million
outstanding as of December 31, 2000 bearing interest at a rate of 9.5 %.

The Company currently  anticipates that its existing cash balances,  bank credit
facilities and any cash generated from  operations will be sufficient to satisfy
its operating  cash needs for the  foreseeable  future.  The Company  intends to
continue to pursue an acquisition  program as part of its strategy to accelerate
revenues and earnings growth. The Company expects to use bank credit to leverage
the  Company's  financial  position.  In addition,  the Company  could  consider
seeking  additional  public or private  debt or equity  financing to fund future
growth  opportunities.  No assurance can be given, however, that such additional
debt  or  equity  financing  will be  available  to the  Company  on  terms  and
conditions acceptable to the Company, if at all.


                                       16

<PAGE>

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The  Company's  primary  market risk is foreign  currency  exposure and changing
interest rates. The Company conducts  business in foreign  countries,  primarily
Canada and the United Kingdom.  Foreign  currency  transaction  gains and losses
were not material to the Company's  results of operations for the three and nine
months  ended  September  30, 2001 and 2000.  The Company  believes  its foreign
currency risk is related primarily to the difference between amounts the Company
receives and disburses in Canada in U.S.  Dollars from U.S.  dollar  denominated
contracts.  The Company's foreign currency risk will increase with the growth of
its business.  The Company's  interest rate risk is related to the variable rate
on amounts outstanding on the Company's credit agreement. Amounts outstanding on
the term loan bear  interest  at LIBOR  plus a risk  adjusted  premium,  4.7% at
September 30, 2001. The first amendment to the Company's credit agreement, dated
August 29, 2001,  requires the Company to enter into a swap agreement within 120
days of the  amendment  date,  effectively  converting  the  interest  rate from
variable to fixed on at least  $5,000,000  of any amounts  outstanding.  Through
September  30, 2001,  the Company has not entered into any  significant  foreign
currency forward exchange contracts or other derivative financial instruments to
hedge the effects of potential adverse fluctuations in foreign currency exchange
rates or interest rates;  however, the Company periodically reviews its exposure
to foreign  currency  and  interest  rate risk and may take  action to limit its
exposure if deemed appropriate.


                                       17

<PAGE>

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Designation     Description
-----------     -----------
10.1            First Amendment to the Credit Agreement dated June 30, 1999 by
                and among OAO Technology Solutions, Inc. and its subsidiaries
                and Bank of America, N.A. (successor in interest to
                NationsBank, N.A.)*

*    Filed herewith.

b)   Reports on Form 8-K

1.   The Company  filed a Form 8-K with the  Commission on September 14, 2001 to
     report  its  closing of the  acquisition  of  certain  assets of EZ-CAP,  a
     division  of  QuadraMed  Corporation,  on August 31,  2001  pursuant to the
     definitive  agreement  between  QuadraMed  Corporation and the Company.  No
     financial statements were filed with this report.


                                       18

<PAGE>

                                   SIGNATURES

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

                                        OAO Technology Solutions, Inc.
                                        (Registrant)


Date: November 14, 2001            By:  /s/ Gregory A. Pratt
                                        ----------------------------------------
                                        Gregory A. Pratt
                                        President and Chief Executive Officer


Date: November 14, 2001            By:  /s/ J. Jeffrey Fox
                                        ----------------------------------------
                                        J. Jeffrey Fox
                                        Senior Vice President Finance and
                                        Chief Financial Officer


                                       19