U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

       X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      ---   EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
            SEPTEMBER 30, 1996.

            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
      ---   THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
            PERIOD FROM __________ TO __________.

                         Commission File number: 0-18248

                           JUDGE IMAGING SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)


           DELAWARE                                        06-1184427
           --------                                        ----------
(State or other jurisdiction of                       (I.R.S. Employer ID)
 incorporation or organization)


Two Bala Plaza, Bala Cynwyd, Pennsylvania                      19004
(Address of principal executive offices)                     (Zip Code)

                                 (610) 667-1190
                           (Issuer's telephone number)

Check whether the issuer (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
             ---     ---

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years.

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes     No
                                                  ---    ---
Applicable only to corporate issuers

The number of shares outstanding of the issuer's common stock as of September 
30, 1996 was 3,980,141

Transitional small business disclosure format.  Yes     No  X
                                                    ---    --- 

<PAGE>


                           JUDGE IMAGING SYSTEMS, INC.

                                FORM 10-QSB INDEX

<TABLE>
<CAPTION>

NUMBER                                                                                 PAGE(s)
------                                                                                 -------

<S>                                                                                     <C>
PART I.         FINANCIAL INFORMATION                                                       3

Item 1.         Financial Statements:
                   Condensed Balance Sheets as of September 30, 1996
                        and December 31, 1995                                               3

                   Condensed Statements of Operations
                      for the nine months ended September 30, 1996 and 1995                 4

                   Condensed Statements of Operations
                      for the three months ended September 30, 1996 and 1995                5

                   Condensed Statement of Shareholders' Deficiency
                      for the nine months ended September 30, 1996                          6

                   Condensed Statements of Cash Flows
                      for the nine months ended September 30, 1996 and 1995                 7

                   Notes to Condensed Financial Statements                             8 - 15

Item 2.         Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                                     16

PART II.        OTHER INFORMATION                                                          18

Item 1.         Legal Proceedings                                                          18

Item 2.         Changes in Securities                                                      18

Item 3.         Defaults Upon Senior Securities                                            18

Item 4.         Submission of Matters to a Vote of Security Holders                        18

Item 5.         Other Information                                                          18

Item 6.         Exhibits and Reports                                                       18

                SIGNATURES                                                                 19

                FINANCIAL DATA SCHEDULE

</TABLE>

                                        2


<PAGE>



                           JUDGE IMAGING SYSTEMS, INC.

                            CONDENSED BALANCE SHEETS

                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                     ASSETS
<TABLE>
<CAPTION>

                                                                                  SEPTEMBER 30,          DECEMBER 31,
                                                                                      1996                  1995
                                                                                      ----                  ----
<S>                                                                                   <C>                   <C>    
CURRENT ASSETS
  Cash                                                                             $   10,964            $   11,310
  Accounts receivable, net of allowance for doubtful accounts
  of $29,000 in 1996 and $23,000 in 1995                                            2,869,086             1,471,916
  Other receivables                                                                    35,656                50,000
  Inventories                                                                         832,928               515,099
  Prepaid expenses and other                                                          291,246               273,672
                                                                                   ----------            ----------
         Total current assets                                                       4,039,880             2,321,997
                                                                                   ----------            ----------

PROPERTY AND EQUIPMENT, NET                                                           556,299               194,870
                                                                                   ----------            ----------

OTHER ASSETS
  Security deposits                                                                    19,603                14,063
                                                                                   ----------            ----------

TOTAL ASSETS                                                                       $4,615,782            $2,530,930
                                                                                   ==========            ==========

                                           LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES

  Equipment note payable, current portion                                          $   44,576            $   15,150
  Accounts payable and accrued expenses                                             1,661,896               891,829
  Payroll and sales taxes payable                                                     133,185               112,336
  Deferred revenue                                                                    274,122                46,111
  Advances from shareholders                                                          105,263               139,906
                                                                                   ----------            ----------
        Total current liabilities                                                   2,219,042             1,205,332
                                                                                   ----------            ----------

EQUIPMENT NOTE PAYABLE, NET OF CURRENT PORTION                                        108,637                53,233
                                                                                   ----------            ----------
NOTE PAYABLE, BANK                                                                  2,585,558             1,538,425
                                                                                   ----------            ----------
DUE TO AFFILIATE                                                                           --             1,450,450
                                                                                   ----------            ----------
MANDATORILY REDEEMABLE PREFERRED STOCK
  $1,000 stated value, 1,500 shares issued and outstanding                          1,520,000                    --
                                                                                   ----------            ----------

SHAREHOLDERS' DEFICIENCY
  Common Stock, $0.01 and $0.005 par value,
    10,000,000 shares authorized,
    3,980,141 and 6,900,577 shares issued and outstanding
    for 1996 and 1995, respectively                                                    39,801                34,503
  Preferred Stock, $0.10 par value,
    3,665,770 shares issued and outstanding, 1995                                          --               366,577
  Preferred Stock - Series A, $0.01 par value,
    5,000,000 shares authorized,
    822,628 shares issued and outstanding, 1996                                         8,226                    --
  Contributed capital                                                               1,589,576               524,433
  Accumulated deficit                                                              (3,455,058)           (2,642,023)
                                                                                   ----------            ----------
         Total shareholders' deficiency                                            (1,817,455)           (1,716,510)
                                                                                   ----------            ----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                     $4,615,782            $2,530,930
                                                                                   ==========            ==========
</TABLE>


                  See Notes to Condensed Financial Statements.
                                                       
                                        3

<PAGE>



                           JUDGE IMAGING SYSTEMS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                            1996                   1995
                                                                            ----                   ----

<S>                                                                       <C>                    <C>      
NET REVENUES, including related party revenues
  of $500,000 in 1996 and $514,000 in 1995                              $10,071,274             $6,160,369

COST OF REVENUES                                                          7,565,430              4,680,558
                                                                        -----------             ----------

GROSS PROFIT                                                              2,505,844              1,479,811

OPERATING EXPENSES
  Selling, general and administrative                                     3,170,670              1,390,258
                                                                        -----------             ----------

INCOME (LOSS) FROM OPERATIONS                                              (664,826)                89,553

OTHER EXPENSES, principally interest                                       (148,209)              (170,389)
                                                                        -----------             ----------

LOSS BEFORE PREFERRED DIVIDENDS                                            (813,035)               (80,836)

PREFERRED DIVIDENDS EARNED                                                 (132,300)               (13,747)
                                                                        -----------             ----------

NET LOSS ATTRIBUTABLE TO
  COMMON SHAREHOLDERS                                                     ($945,335)              ($94,583)
                                                                        ===========             ==========

NET LOSS PER SHARE AND FULLY DILUTED
  NET LOSS PER SHARE ATTRIBUTABLE
  TO COMMON SHAREHOLDERS                                                     ($0.26)                ($0.04)
                                                                             ======                 ======

</TABLE>

                  See Notes to Condensed Financial Statements.


                                        4

<PAGE>

                           JUDGE IMAGING SYSTEMS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
                                                                          1996                    1995
                                                                          ----                    ----

<S>                                                                    <C>                     <C>      
NET REVENUES, including related party revenues
  of $61,000 in 1996 and $150,000 in 1995                              $3,916,775              $2,783,022

COST OF REVENUES                                                        2,936,445               2,037,796
                                                                       ----------              ----------

GROSS PROFIT                                                              980,330                 745,226

OPERATING EXPENSES
     Selling, general and administrative                                1,309,855                 531,459
                                                                       ----------              ----------

INCOME (LOSS) FROM OPERATIONS                                            (329,525)                213,767

OTHER EXPENSES, principally interest                                      (58,227)                (45,005)
                                                                       ----------              ----------

INCOME (LOSS) BEFORE
     PREFERRED DIVIDENDS                                                 (387,752)                168,762

PREFERRED DIVIDENDS EARNED                                                (56,700)                 (4,582)
                                                                       ----------              ----------

NET INCOME (LOSS) ATTRIBUTABLE TO
     COMMON SHAREHOLDERS                                                ($444,452)             $  164,180
                                                                       ==========              ==========

NET INCOME (LOSS) PER SHARE AND
     FULLY DILUTED NET INCOME (LOSS) PER SHARE
     ATTRIBUTABLE TO COMMON SHAREHOLDERS                                   ($0.11)                  $0.07
                                                                           ======                   =====

</TABLE>
                  See Notes to Condensed Financial Statements.

                                        5

<PAGE>

                           JUDGE IMAGING SYSTEMS, INC.

                 CONDENSED STATEMENT OF SHAREHOLDERS' DEFICIENCY

                      NINE MONTHS ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
                                                                                                                  SERIES A
                                        COMMON STOCK                     PREFERRED STOCK                      PREFERRED STOCK  
                                   SHARES           AMOUNT            SHARES          AMOUNT             SHARES           AMOUNT 

<S>                               <C>              <C>               <C>              <C>                <C>              <C>  
BALANCE
   DECEMBER 31, 1995              6,900,577        $ 34,503          3,665,770        $366,577             --               $--

ISSUANCE OF
  SERIES A
  PREFERRED STOCK                     --               --               --               --              822,628             8,226

CONVERSION OF
  PREFERRED
  STOCK TO
  COMMON STOCK                    3,665,770         366,577        (3,665,770)        (366,577)            --               --

MERGER
  TRANSACTIONS
    (See Note 1)                 (6,586,206)       (361,279)            --                --               --               -- 

NET LOSS                              --               --               --                --               --               -- 
                                 ----------        --------        ----------      ----------            -------       -----------

BALANCE,
  SEPTEMBER 30, 1996              3,980,141        $ 39,801             --                --             822,628        $    8,226
                                 ==========        ========        ==========      ==========            =======       ===========
</TABLE>



                               ADDITIONAL        ACCUMULATED
                               PAID-IN           DEFICIT             TOTAL
                               CAPITAL


BALANCE,
   DECEMBER 31, 1995         $  524,433          ($2,642,023)     ($1,716,510)
                              

ISSUANCE OF
  SERIES A
  PREFERRED STOCK             1,088,611              --             1,096,837 

CONVERSION OF
  PREFERRED
  STOCK TO
  COMMON STOCK                   --                  --               --    

MERGER
  TRANSACTIONS
    (See Note 1)                (23,468)             --              (384,747)

NET LOSS                         --                (813,035)         (813,035)
                             ----------         -----------       ----------- 

BALANCE,
  SEPTEMBER 30, 1996         $1,589,576         ($3,455,058)      ($1,817,455)
                             ==========         ===========       ===========
 
                  See Notes to Condensed Financial Statements.

                                       6

<PAGE>



                           JUDGE IMAGING SYSTEMS, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>

                                                                                1996                   1995
                                                                                ----                   ----

<S>                                                                          <C>                     <C>      
OPERATING ACTIVITIES
Net loss                                                                      ($813,035)             ($80,836)
Adjustments to reconcile net loss to net cash
    used in operating activities:
          Depreciation                                                           81,388                26,987
          Provision for doubtful accounts                                        22,000                    --
Changes in operating assets and liabilities:
    (Increase) decrease in:
          Accounts and other receivables                                     (1,350,699)             (811,005)
          Inventories                                                          (278,728)             (544,311)
          Prepaid expenses and other                                            (12,334)              (27,096)
    Increase (decrease) in:
          Accounts payable and accrued expenses                                 204,979               184,753
          Payroll and sales taxes payable                                        20,849               (87,824)
          Deferred revenue                                                      (83,628)              (12,187)
          Customer deposits                                                     (50,398)                  --
                                                                             ----------            ----------

             Net cash used in operating activities                           (2,259,606)           (1,351,519)
                                                                             ----------            ----------

INVESTING ACTIVITIES
    Net cash used in investing activities,
         purchases of property and equipment                                   (185,866)              (56,467)
                                                                             ----------            ----------

FINANCING ACTIVITIES
    Cash acquired in business combination                                        13,786                    --
    Loan to DataImage, Inc.                                                          --               (50,000)
    Repayments of advances to shareholders                                      (34,643)              (31,170)
    Principal payments on equipment note borrowings                             (22,086)               (6,215)
    Advances from affiliates                                                     69,550                98,749
    Proceeds from notes payable, bank                                         1,047,133             1,104,400
    Bank overdrafts                                                             483,000               290,000
    Issuance of Series A Preferred Stock, net                                   888,386                    --
                                                                             ----------            ----------

             Net cash provided by financing activities                        2,445,126             1,405,764
                                                                             ----------            ----------

DECREASE IN CASH                                                                  (346)                (2,222)

CASH, JANUARY 1,                                                                 11,310                 3,782
                                                                                -------                ------

CASH, SEPTEMBER 30,                                                             $10,964                $1,560
                                                                                =======                ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the nine months for interest                              $141,349              $148,000
                                                                               ========              ========
</TABLE>

                  See Notes to Condensed Financial Statements.


                                        7

<PAGE>



                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 1.            DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
                   ACCOUNTING POLICIES

                   Description of Business

                   Judge Imaging Systems, Inc. (the "Company" or "JIS") derives
                   its revenues from computer sales, repairs, maintenance and
                   providing system integration for document management, imaging
                   and workflow, principally in the mid-Atlantic and
                   northeastern region of the United States. The Company also
                   develops and markets standardized and custom software
                   products and systems for the mass storage, electronic
                   management and retrieval of information. As a systems
                   integrator, the Company designs, assembles, installs and
                   maintains image-processing systems. The Company's
                   standardized products are sold both through distribution
                   channels and directly to end-users.

                   Financial information with regard to the nine months and the
                   three months ended September 30, 1996 and 1995, is unaudited
                   but in the opinion of management contains all adjustments
                   which are of a normal, recurring nature and necessary to
                   present fairly the Company's results of operations and cash
                   flows. Certain information and note disclosure normally
                   included in annual financial statements have been condensed
                   or omitted in the financial information for the nine and
                   three months ended September 30, 1996 and 1995 pursuant to
                   SEC Rules and Regulations. Management believes that the
                   disclosures which have been made are adequate.

                   The results of operations for the nine and three months ended
                   September 30, 1996 are not necessarily indicative of the
                   results to be expected for the full year.

                   The financial information with regard to the statement of
                   operations for the three and nine months ended September 30,
                   1995 and the December 31, 1995 balance sheet are that of
                   Judge Computer Corporation ("Judge") (considered the
                   acquiring corporation for accounting purposes, as described
                   in "Business Combination"). The statement of operations for
                   the nine months ended September 30, 1996 includes nine months
                   of Judge operations and seven months (from February 29, 1996,
                   the effective date of merger) of DataImage, Inc.'s
                   operations. The statement of operations for the three months
                   ended September 30, 1996 includes three months of Judge
                   operations and three months of DataImage, Inc.'s operations.

                   At September 30, 1996, the Company is a 26% owned subsidiary
                   of The Judge Group, Inc. (formerly Judge, Inc.) a company
                   who, along with other of its subsidiaries, provides engineers
                   and other technical professionals on a temporary and
                   permanent basis. An additional 49% of the Company's voting
                   stock is owned by individuals who are also shareholders of
                   The Judge Group, Inc.

                   Business Combination

                   On September 13, 1995, DataImage, Inc. ("DataImage") entered
                   into a Letter of Intent with respect to a proposed merger
                   transaction between DataImage and Judge.

                   On December 1, 1995, DataImage and Judge executed the
                   Agreement and Plan of Merger (the "Merger Agreement") with
                   respect to the merger transaction (the "Merger") proposed by
                   the Letter of Intent. The Merger Agreement was amended
                   effective December 20, 1995 and February 26, 1996.

                   During 1996 and prior to the consummation of the Merger,
                   Judge had the following equity transactions:

                     o  3,665,770 shares of Judge preferred stock were converted
                     into common stock;


                     o  Judge's Board of Directors resolved to increase the
                     authorized preferred stock by 1,150,000 shares and divide
                     such shares into 1,125,000 shares of Series A Convertible
                     Preferred Stock, par value $.01, and 25,000 shares of
                     Series B Preferred Stock, par value $.01;

                                        8
 
<PAGE>


                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 1.            DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
                   ACCOUNTING POLICIES               (Continued)

                     o  $1,520,000 of advances from Judge, Inc./Judge Technical
                     Services, Inc. were converted into 1,500 shares of Judge
                     Series B Preferred Stock;

                     o  Judge raised approximately $888,000 (net of related
                     costs of approximately $208,000) in a private placement
                     offering of Series A Convertible Preferred Stock (the
                     "Preferred A Stock"). 822,628 shares were issued in the
                     offering at a price per share of $1.33. The Preferred A
                     Stock is convertible at the holder's option and conversion
                     is mandatory at the time of a subsequent public offering of
                     common stock in excess of $5 million dollars. The Preferred
                     A Stock carries a cumulative dividend of 7% per year and
                     holders have a liquidation preference over the common stock
                     shareholders and all other existing classes of
                     shareholders. In the event the Company has not closed on a
                     subsequent public offering by the eighth anniversary of the
                     Merger, then the Company will have the right to redeem the
                     Preferred A Stock.

                   The Merger was consummated effective February 29, 1996. A
brief summary of the Merger follows:

                      o  Judge, a privately-owned corporation, was merged with
                      and into DataImage, with DataImage as the surviving
                      entity. Following the Merger, the separate existence of
                      Judge ceased, and DataImage continued as the surviving
                      corporation under Delaware law and changed its name to
                      "Judge Imaging Systems, Inc." with all of the rights,
                      powers, and privileges, and subject to all of the duties
                      and liabilities of DataImage and Judge combined. Following
                      the Merger, the Company continued to be a public reporting
                      company;

                      o  At the effective time of the Merger, the Certificate
                      of Incorporation of DataImage as the surviving corporation
                      was amended to change its name to Judge Imaging Systems,
                      Inc., and to authorize a class of 5,000,000 shares of
                      preferred stock (the "Preferred Stock") in addition to the
                      10,000,000 shares of common stock previously authorized
                      ("Common Stock"). The 5,000,000 shares of Preferred Stock
                      are divided into 1,125,000 shares of Series A Convertible
                      Preferred Stock and 1,500 shares of Series B Convertible
                      Stock; the remaining shares of Preferred Stock are "blank
                      check" shares issuable at the discretion of the Board of
                      Directors of JIS. The Series A Convertible Preferred Stock
                      and the Series B Convertible Preferred Stock of JIS have
                      essentially the same rights and privileges as the Series A
                      Convertible Preferred Stock and the Series B Preferred
                      Stock of Judge existing immediately prior to the Merger.
                      The Series A Convertible Preferred Stock is convertible
                      into Common Stock at a 1 to 1 ratio, has a preference in
                      liquidation, and bears a 7% cumulative dividend. The
                      Series B Preferred Stock is nonvoting, nonconvertible, has
                      no liquidation preference, and bears a 10% cumulative
                      dividend;

                      o  At the effective time of the Merger, each DataImage
                      shareholder automatically received one share of JIS Common
                      Stock in exchange for every 31.960868 shares of issued and
                      outstanding DataImage Common Stock owned by such
                      shareholder as of the effective time of the Merger;

                      o  At the effective time of the Merger, each holder of
                      Judge Common Stock automatically received shares of JIS
                      Common Stock. The number of shares received was calculated
                      as one share of JIS Common Stock for every 2.832693723
                      shares of Judge Common Stock held;


                                        9

<PAGE>



                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 1.            DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
                   ACCOUNTING POLICIES               (Continued)

                      o  At the effective time of the Merger, each Judge
                      shareholder received one share of JIS Series A Convertible
                      Preferred Stock for each share of Judge Series A
                      Convertible Preferred Stock held, and one share of JIS
                      Series B Preferred Stock for each share of Judge Series B
                      Preferred Stock held;

                      o  The conversion ratios were calculated so that, after
                      giving effect to certain reserved shares for issuance to
                      employees following the Merger and assuming the conversion
                      of all Series A Convertible Preferred Stock to Common
                      Stock, there are approximately 5,000,000 shares of Common
                      Stock of JIS outstanding immediately following the Merger,
                      of which holders of DataImage Common Stock immediately
                      prior to the Merger would receive in the aggregate
                      approximately 5% (approximately 250,000 shares) and the
                      holders of Judge Common Stock and Series A Convertible
                      Preferred Stock immediately prior to the Merger would
                      receive in the aggregate approximately 95% (approximately
                      4,750,000 shares). The Series B Preferred Stock is not
                      included in the foregoing percentage calculations. As a
                      result, the Merger was accounted for as a "reverse
                      acquisition" whereby Judge, in substance, was to acquire
                      DataImage, allocating the fair value of Judge stock
                      exchanged over the relative fair value of assets and
                      liabilities of DataImage (assumed to equal its book value)
                      prior to Judge being merged into DataImage (surviving
                      corporation). No value was ascribed to DataImage's net
                      loss carryforwards as a result of limitations on these
                      carryforwards subsequent to the change in control.
                      DataImage, after changing its name to Judge Imaging
                      Systems, Inc., was to remain a registrant under the
                      Securities and Exchange Commission Rule.

                      o  As a consequence, a change in control of DataImage has
                      occurred effective upon the consummation of the Merger.
                      The consideration given for such change in control is the
                      exchange of certificates described in the Merger Agreement
                      and previously described above. The basis of the change in
                      control includes a change in the directors of DataImage
                      and change in the share ownership of DataImage.

                   The persons from whom control of DataImage was acquired upon
                   the Merger pursuant to the exchange of securities described
                   above were Canaan Capital Limited Partnership and Canaan
                   Capital Offshore Limited Partnership C.V. (collectively the
                   "Partnerships"). The Partnerships acquired control of
                   DataImage pursuant to an agreement with DataImage dated
                   November 20, 1995 (the "Agreement"). As a result of the
                   Agreement, the Partnerships immediately acquired an aggregate
                   of 1,700,000 shares of DataImage Common Stock in addition to
                   the 362,499 shares previously held, resulting in the
                   ownership by the Partnerships as of the record date of the
                   Special Meeting of Shareholders of approximately 51.4% of the
                   issued and outstanding shares of DataImage Common Stock, and
                   effective voting control of DataImage as of such date. As a
                   further result of the Agreement, immediately prior to the
                   closing of the Merger, the Partnerships acquired in the
                   aggregate an additional 3,980,214 shares of DataImage Common
                   Stock, resulting in the ownership as of the closing of the
                   Merger by the Partnerships of 6,042,713 of the 7,990,217
                   shares issued and outstanding at that time, representing
                   approximately 75.6% of such issued and outstanding shares of
                   DataImage Common Stock.

                   Judge and DataImage anticipate that the Merger qualifies as a
                   "reorganization" pursuant to Section 368(a) of the Internal
                   Revenue Code of 1986, as amended (the "Code"), and that Judge
                   and DataImage will each be a party to the reorganization
                   within the meaning of section 368(b) of the Code. Judge and
                   DataImage further anticipate that no gain or loss will be
                   recognized by Judge or DataImage by reason of the Merger.


                                       10

<PAGE>


                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 1.            DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
                   ACCOUNTING POLICIES               (Continued)

                   At September 30, 1996, the capital structure of the Company
is as follows:

                           Common Stock -

                           $.01 par value, 10,000,000 shares authorized, 
                           3,980,141 shares issued and outstanding;

                           Preferred Stock -

                           5,000,000 shares authorized divided into 1,125,000
                           shares of Series A, 1,500 shares of Series B with the
                           remainder "blank check" shares; 822,628 shares of
                           Series A issued and outstanding and 1,500 shares of
                           Series B issued and outstanding.


                   Revenue Recognition and Deferred Revenues

                   Revenue from sales of the Company's systems is recognized at
                   the date of shipment of the system, provided that any work to
                   complete installation of the systems is routine in nature and
                   costs are not significant. The system components are
                   assembled and tested with the developed software in the
                   Company's facilities prior to delivery. Where installation
                   and development costs are significant to the completion of
                   the contract, revenue is recognized by the percentage of
                   completion method. Deferred revenue on the accompanying
                   balance sheet as of September 30, 1996, includes 
                   approximately $34,000 of billings in excess of costs and 
                   estimated earnings on contracts-in-progress.

                   Software incorporated into the systems is licensed under a
                   perpetual, non-exclusive, non-transferable license, and
                   revenue is recognized as part of the completed system.
                   Service contract revenue is recorded ratably over the term of
                   the contract. At September 30, 1996, substantially all
                   service contracts are due to expire within the following
                   twelve months.

                   Revenues billed in advance for warranties and maintenance
                   contracts are deferred and recorded as income in the period
                   in which the services are rendered. At September 30, 1996,
                   $240,737 of warranty, maintenance and service contract
                   revenue has been deferred.

                   Inventories

                   Inventories consist of computer and related supplies and
                   equipment held for resale, and are valued at the lower of
                   cost (first-in, first-out) or market. Inventories include
                   approximately $56,000 of costs and estimated earnings in
                   excess of billings on contracts-in-progress.

                   Management's Estimates

                   The preparation of financial statements in conformity with
                   generally accepted accounting principles 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 reported amounts of revenues and
                   expenses during the reporting period. Actual results could
                   differ from those estimates.

                                       11

<PAGE>


                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 1.            DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
                   ACCOUNTING POLICIES               (Continued)

                   Income Taxes

                   Deferred taxes are accounted for in accordance with Statement
                   of Financial Accounting Standards ("Statement") No. 109,
                   "Accounting for Income Taxes." The Statement requires the use
                   of the liability method to account for income taxes. Deferred
                   income taxes are provided for the difference between the tax
                   basis of an asset or liability and its reported amount in the
                   financial statements at the currently enacted tax rates that
                   are expected to be in effect when the taxes are actually paid
                   or recovered.

                   Deferred income taxes arise principally from temporary
                   differences between financial and income tax reporting,
                   including differences relating to depreciation methods used,
                   amounts recorded for inventory capitalization, the
                   availability of net operating loss carryforwards and certain
                   other differences. Deferred income tax assets are reduced by
                   a valuation allowance when, based on the weight of evidence
                   available, it is more likely than not that some portion or
                   all of the deferred tax assets will not be realized.

                   Deferred income taxes are primarily the result of net
                   operating loss carryforwards and are completely reduced by a
                   valuation allowance at December 31, 1995 and September 30,
                   1996.

                   Net Income (Loss) Per Share

                   Net income (loss) per share and fully diluted net income
                   (loss) per share attributable to common shareholders is based
                   on the weighted average number of shares of common stock
                   outstanding during the periods. The assumed conversion of
                   certain convertible preferred stock has not been considered
                   in the calculations of loss per share in 1996, since the
                   effect of such conversions/exercise would be antidilutive.
                   The weighted average number of shares outstanding during the
                   nine months ended September 30, 1996 and 1995 were 3,637,002
                   and 2,333,204, respectively. The weighted average number of
                   shares outstanding, primary and fully diluted, during the
                   three months ended September 30, 1996 and 1995 were 3,980,141
                   and 2,333,204, respectively.


                                       12

<PAGE>

                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 2.            PRO-FORMA RESULTS OF OPERATIONS

                   The following sets forth the combined results of operations
                   for both Judge and DataImage for the nine and three months
                   ended September 30, 1996 and 1995, as if the Merger occurred
                   at January 1, 1996 and 1995, respectively.

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                           NINE MONTHS ENDED
                                                     SEPTEMBER 30,                               SEPTEMBER 30,
                                                     -------------                               -------------

                                             1996                 1995                  1996                 1995
                                             ----                 ----                  ----                 ----

<S>                                       <C>                  <C>                   <C>                   <C>       
Net Revenues                              $3,916,775           $3,226,936            $10,193,966           $7,250,210

Cost of Revenues                           2,936,445            2,223,915              7,625,880            5,239,303
                                          ----------           ----------            -----------           ----------

Gross Profit                                 980,330            1,003,021              2,568,086            2,010,907

Operating Expenses:
Selling, general
and administrative                         1,309,855              688,160              3,255,816            1,879,082
                                           ---------              -------              ---------            ---------

Income (Loss) from Operations               (329,525)             314,861               (687,730)             131,825

Other Income (Expenses), net                 (58,227)             (36,812)              (148,226)            (176,868)
                                          ----------           ----------            -----------           ----------

Net Income (Loss)                          ($387,752)          $  278,049              ($835,956)            ($45,043)
                                          ----------           ----------            -----------           ----------

7% Cumulative Dividend
 On Series A Preferred Stock                 (19,200)             (19,200)               (57,600)             (57,600)

Less 10% Cumulative Dividends
On Series B Preferred Stock                  (37,500)             (37,500)              (112,500)            (112,500)
                                          ----------           ----------            -----------           ----------

Net Income (Loss) Attributable To
Common Shareholders                        ($444,452)          $  221,349            ($1,006,056)           ($215,143)
                                          ==========           ==========            ===========           ==========

Weighted Average Number of Shares          3,980,141            3,980,141              3,980,141            3,980,141
                                          ==========           ==========            ===========           ==========

Net Income (Loss) Per Share Attributable To
Common Shareholders                           ($0.11)               $0.06                 ($0.25)              ($0.05)
                                              ======                =====                 ======               ======
</TABLE>

                  Notes to Pro-Forma results of Operations:


                           1     Interest expense adjusted due to the 
                                 conversion of DataImage, Inc.'s stockholders'
                                 notes payable to common stock.


                           2     Primary and fully-diluted net income (loss)
                                 per share of common stock is calculated as
                                 indicated (the assumed conversion of certain
                                 convertible preferred stock has not been
                                 considered in the calculation since the
                                 effect of such conversion would be
                                 antidilutive).

                                       13

<PAGE>

                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 3.            NOTE PAYABLE, BANK

                   The Company and several affiliated entities (collectively the
                   "Judge Group") have entered into a credit agreement with PNC
                   Bank, N.A. (successor to Midlantic Bank, N.A.) (the "Bank")
                   pursuant to which the Bank has agreed to provide Judge Group
                   and JIS with a $10.0 million revolving advance facility (the
                   "Line of Credit") and a $1.0 million term loan. The Line of
                   Credit expires on May 31, 1998 and carries an interest rate
                   of prime plus 1.0% (9.25% at September 30, 1996). This
                   facility allows JIS and the Judge Group to borrow in the
                   aggregate the lesser of 80% of eligible receivables or
                   $10,000,000. As of September 30, 1996 total borrowings under
                   the Line of Credit were $2,585,558. The Line of Credit
                   contains financial covenants certain of which were in
                   violation at September 30, 1996, but which were waived by the
                   Bank. The Line of Credit is collateralized by substantially
                   all of the Company's assets as well as substantially all of
                   The Judge Group, Inc.'s and Judge Technical Services, Inc.'s
                   assets and is personally guaranteed by certain shareholders.
                   In addition, the Company, as well as each of its affiliates,
                   is jointly and severally responsible for all of the debt
                   outstanding under the Line of Credit. The term loan, which
                   carries an interest rate of prime plus 1.5%, is payable in 60
                   monthly installments. The Company has not received any
                   proceeds of borrowings under the term loan.

                   Included in accounts payable and accrued expenses at
                   September 30, 1996 were approximately $773,000 of bank
                   overdrafts.

NOTE 4.            RELATED PARTY TRANSACTIONS

                   The Company had advances from The Judge Group, Inc. (formerly
                   Judge, Inc.) and Judge Technical Services, Inc. amounting to
                   $1,450,450 at December 31, 1995. These advances increased to
                   $1,520,000 during the first quarter of 1996. At the effective
                   time of the Merger, these advances were converted into 1,500
                   shares of Judge Preferred Stock (the "shares"). The shares
                   are not convertible, nor do they have any liquidation
                   preference and carry a 10% cumulative annual dividend.
                   Dividend payments are permitted, contingent upon certain
                   profit goals set forth by the Company. Partial and full
                   redemption of the $1,500,000 face amount is permitted,
                   contingent upon the dollar value of proceeds raised in a
                   subsequent public offering. Subsequent to the closing of the
                   Merger, such shares were converted into 1,500 shares of
                   Series B Preferred Stock of the surviving corporation from
                   the Merger. JIS shares have the same rights and privileges as
                   the predecessor shares, and are mandatorily redeemable upon
                   the tenth anniversary of issuance or upon a subsequent public
                   offering of at least $6,000,000.

                   During the nine months ended September 30, 1996 and 1995, the
                   Company billed a subsidiary of The Judge Group, Inc. for
                   consulting and related technical advisory services in the
                   amount of $45,000 and $360,000, respectively. During the nine
                   months ended September 30, 1996 and 1995, the Company sold
                   approximately $455,000 and $154,000, respectively, of
                   computer-related equipment to The Judge Group, Inc. and/or
                   its subsidiaries. Such amounts are included in net revenues
                   in the accompanying statement of operations.

NOTE 5.            PREFERRED STOCK

                   Holders of preferred stock at December 31, 1995 were entitled
                   to vote as a single class with the holders of the Company's
                   common stock. In addition, holders of preferred stock were
                   entitled to receive cumulative dividends at the annual rate
                   of $.005 per share. Cumulative dividends in arrears at
                   December 31, 1995 were approximately $74,000. No dividends
                   were declared or paid in 1995. During 1996, preferred
                   stockholders waived such dividends due and converted their
                   preferred stock into common stock (see Note 1).

                                       14

<PAGE>


                           JUDGE IMAGING SYSTEMS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

NOTE 6.            STATEMENT OF CASH FLOWS

                   Supplemental Disclosure of Noncash Financing Transactions:

                   During 1996, $1,520,000 of advances from affiliates were
                   converted to mandatorily redeemable preferred stock.

                   During 1996, $366,577 of preferred stock was converted to
                   common stock.

                   During 1996, a $50,000 note receivable was forgiven due to
                   the Merger.

                   Supplemental Disclosure of Noncash Investing Activities:

                   During 1996, the Company entered into certain financing
                   arrangements for the purchase of property and equipment in
                   the amount of approximately $107,000.

                   During 1995, the Company entered into certain financing
                   arrangements for the purchase of property and equipment in
                   the amount of approximately $15,000.

                   Supplemental Disclosure of Noncash Investing and Financing
                   Activities:

                   Effective February 29, 1996, Judge Computer Corporation and
                   DataImage effected a Merger:

<TABLE>
                       <S>                                                        <C>  
                        Acquisition of Business:                     
                          Inventories                                                $ 39,101
                          Accounts Receivable                                         104,127
                          Property and Equipment                                      150,034
                          Other Assets                                                 10,780
                                                                                    ---------

                                                                                      304,042
                                                                                    ---------

                          Accounts Payable and Accrued Expenses                       (82,087)
                          Due to Judge                                               (100,000)
                          Deferred Revenue and Customer Deposits                     (362,037)
                                                                                    ---------

                                                                                     (544,124)
                                                                                    ---------

                          Net liabilities assumed in Merger                         ($240,082)
                                                                                    =========
</TABLE>

NOTE 7.           PROPOSED MERGER WITH THE JUDGE GROUP, INC.

                  On September 4, 1996 the Board of Directors for both The Judge
                  Group, Inc. (formerly Judge, Inc.) and JIS approved the
                  proposed acquisition of JIS by The Judge Group, Inc. by means
                  of a merger of JIS into a wholly-owned subsidiary of The Judge
                  Group, Inc (the "JIS Merger"). On October 1, 1996, The Judge
                  Group, Inc. filed a Registration Statement on Form S-1 (the
                  "S-1") with the Securities and Exchange Commission ("SEC")
                  registering the shares it proposes to sell in an initial
                  public offering (the "Public Offering"). On October 9, 1996,
                  The Judge Group, Inc. filed a Registration Statement on Form
                  S-4 (the "S-4") with the SEC registering the stock to be
                  issued by The Judge Group, Inc. to the shareholders of JIS in
                  connection with the JIS Merger. Subject to JIS stockholder
                  approval, immediately prior to the Public Offering, and as a
                  condition to the completion of the Public Offering, the

                                       15

<PAGE>


                  JIS Merger will occur, with JIS merging into a newly
                  organized, wholly-owned subsidiary of The Judge Group, Inc.
                  ("Judge Acquisition"). Judge Acquisition will be the surviving
                  corporation in the JIS Merger and will change its name to
                  "Judge Imaging Systems, Inc." As a result of the JIS Merger,
                  JIS will become a wholly-owned subsidiary of The Judge Group,
                  Inc. at the time of the Public Offering. Each share of JIS
                  common stock or Series A Preferred Stock outstanding at the
                  time of the JIS Merger will be converted into that number of
                  Common Shares of The Judge Group, Inc. equal to $2.50 divided
                  by the initial per share price in the Public Offering.
                  However, completion of the JIS Merger is subject to (i)
                  approval of the stockholders of JIS, (ii) the SEC declaring
                  both the S-1 and the S-4 effective, and (iii) completion of
                  the Public Offering and certain other conditions related
                  thereto.

Item 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS FOR THE THIRD
                   QUARTER ENDING AND THE NINE MONTHS ENDING SEPTEMBER 30, 1996


Results of Operation


Net loss. The Company incurred a net loss for the third quarter 1996 before
preferred dividends of $387,752 versus income of $168,762 for the third quarter
1995. This result is principally attributable to a 146% increase in selling,
general and administrative expenses offset by a corresponding
increase in net revenues of 41%.

For the nine months ending September 30, 1996, however, the Company incurred a
loss before preferred dividends of $813,035 versus a loss for the same period in
1995 of $80,836. This $732,199 increase in loss is due primarily to increased
selling, general and administrative expenses of 128% which were primarily due to
increases in staffing necessary to support the revenue growth, the
implementation of the Company's sales plans which included a significant
increase in the sales force, costs of acquiring new office locations and costs
associated with developing and creating new consulting services. Preferred
dividends earned increased by $52,118 for the third quarter of 1996 as compared
to the third quarter of 1995, and increased $118,553 for the nine months ended
September 30, 1996 compared to September 30, 1995. These increases are a result
of the issuance of additional preferred stock to certain investors concurrent
with the merger with DataImage on February 29, 1996.

Net revenues. Revenues for the third quarter of 1996 increased 41% as compared
to revenues for the third quarter of 1995. This increase is attributable to a
28% increase in network service revenues as compared to the network service
revenues for the third quarter of 1995, as well as a 79% increase in the imaging
revenues for the third quarter of 1996 compared to the same period for 1995.
Revenues for the nine months ending September 30, 1996 increased 63% as compared
to the same period for 1995. This increase is mostly attributable to an increase
in network service revenue of 50% and an increase in imaging revenue of 85% for
the nine months ending September 30, 1996 as compared to the nine months ending
September 30, 1995, which increase directly resulted from an increased sales
staff and a more focused marketing effort.

Cost of revenues. Cost of revenues for the third quarter of 1996 increased by
44% or $898,649, as compared to the third quarter of 1995. Cost of revenues as a
percentage of revenues were 75% for the third quarter 1996 as compared to 73%
for the third quarter of 1995. This result was caused by (i) increased revenues
and (ii) higher margins for the imaging revenue for the third quarter of 1995.

Cost of revenues for the nine months ended September 30, 1996 increased
$2,884,872 or 62% as compared to the same period for 1995. Cost of revenues as a
percent of revenue for the nine months ended September 30, 1996 were 75% as
compared to 76% for the same period in 1995. This is a direct result of
increased revenues and in particular increases in imaging revenues which have a
lower cost of revenues/higher profit margin than network services revenue.

Operating expenditures consisting of selling, general and administrative costs
increased approximately 146% for the third quarter of 1996 and 128% for the nine
months ending September 30, 1996 versus the comparable periods in the prior
year. This increase is primarily attributable to the Company's increase in
staffing associated with increased sales, expansion of office locations and
creating new consulting programs to enhance the product line. Staffing levels
increased to 101 employees as of September 30, 1996 versus 59 employees as of
September 30, 1995.

                                       16

<PAGE>


Interest expense. Interest expense for the third quarter of 1996 was $58,227 as
compared to $36,277 for the third quarter of 1995. Interest expense for the nine
months ending September 30, 1996 and 1995 was $148,209 and $144,164,
respectively. The increase was primarily attributable to the increase in bank
borrowings.

Proposed Merger with the Judge Group, Inc. On September 4, 1996 the board of
directors for JIS approved a proposed Merger Agreement with a wholly-owned
subsidiary of The Judge Group, Inc., the details of which are summarized in Note
7 of Notes to Condensed Financial Statements.

Backlog. Backlog of orders as of September 30, 1996 was $1,682,180 compared to
$1,792,815 at September 30, 1995. While the amounts remain approximately the
same there is a larger percent of imaging bookings versus network service
bookings. Imaging revenues historically have generated a higher profit margin
than network service revenues.

                                       17

<PAGE>


Liquidity and Capital Resources

JIS experienced negative cash flow from operations of approximately $2,259,606
and $1,351,519 for the nine months ended September 30, 1996 and 1995,
respectively. JIS' primary uses of cash have been to fund losses from
operations, increases in accounts receivables, purchases of fixed assets and
repayments of long-term debt. JIS' net accounts receivable have increased from
$1.5 million at December 31, 1995 to $2.9 million at September 30, 1996,
principally due to an increased number of imaging and network services
contracts. Purchases of fixed assets for the nine months ended September 30,
1996 and 1995 were $185,866 and $56,467, respectively.

JIS has funded its needs for cash primarily through advances by the Judge Group,
borrowings under the credit facility (as described in Note 3 of Notes to
Condensed Financial Statements) and the proceeds of a private placement. At
February 29, 1996, Judge Group had outstanding advances to JIS of approximately
$1.5 million which were converted into JIS Series B Preferred Stock at the time
of the merger of Judge Computer into DataImage. Cash provided from bank
borrowings including the bank overdraft, was approximately $1.5 million and $1.1
million for the nine months ended September 30, 1996 and 1995, respectively. In
addition, JIS received net cash proceeds of $888,000 from a private placement of
Series A Preferred shares in February 1996 at the time of the Judge
Computer/DataImage merger.

JIS, The Judge Group, Inc. and certain affiliated entities have entered into a
credit agreement with PNC Bank, N.A. (successor to Midlantic Bank, N.A.)
pursuant to which PNC Bank has agreed to provide JIS and The Judge Group, Inc.
with a $10.0 million revolving advance facility (the "Line of Credit") and a
$1.0 million term loan. The Line of Credit expires on May 31, 1998, and carries
an interest rate of prime plus 1.0%. This facility allows JIS and The Judge
Group, Inc. to borrow in the aggregate the lesser of 80% of eligible receivables
or $10.0 million. As of September 30, 1996 total borrowings under the Line of
Credit were $2,585,558. The Judge Group, Inc. and JIS are severally and jointly
liable to repay all sums advanced under the credit facility, which is secured by
a lien on all accounts receivables, inventory and other assets of The Judge
Group, Inc. and JIS. The Line of Credit retains customary restrictive covenants,
including limitations on the incurrence of additional debt and the payment of
dividends on The Judge Group, Inc.'s and JIS' common or preferred shares. The
Line of Credit contains financial covenants, certain of which were in violation
at September 30, 1996, but which were waived by the Bank. The Company is in the
process of amending the Line of Credit to (i) include other Company affiliates
as "Borrowers," (ii) revise the definition of Tangible Net Worth to include the
Series A Preferred Stock as subordinated debt, (iii) to change the Ratio of
Liabilities Service Coverage from 1.3 to 1, and (iv) to amend an event of
default provision to reflect the accurate stockholdings of a certain
shareholder. The term loan, which carries an interest rate of prime plus 1.5%,
is payable in 60 monthly installments. JIS has not received any proceeds of
borrowings under the term loan.

                                       18


<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 2.  Changes in Securities.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Other Information.

Effective as of July 31, 1996, the Board of Directors of the Company (the
"Board") increased the size of the Board to five members and Messrs. Robert E.
Keith, Jr. and Marvin N. Demchick were duly appointed by the Board of Directors
to fill the two vacancies created thereby.

Item 6.  Exhibits and Reports on Form 8-K.

LIST OF EXHIBITS

Exhibit
Number   Exhibit Name
------   ------------

2        Agreement and Plan of Merger, dated as of October 1, 1996, by and among
         Judge Imaging Systems, Inc., The Judge Group, Inc. and Judge
         Acquisition, Inc.

3(i)(a)  Second Restated Certificate of Incorporation of the Company, effective
         February 29, 1996. Exhibit 3(i)(a) of the Company's Report on Form
         10-QSB/A filed June 14, 1996 is herein incorporated by reference.

3(ii)(a) By-laws of the Company, effective April 10, 1996. Exhibit 3(ii)(a) of
         the Company's Report on Form 10-QSB/A filed June 14, 1996 is herein
         incorporated by reference.

10(l)    Employment Agreement between the Company and Jeff Andrews dated
         May 1, 1996.

10(m)    Sales Agreement between the Company and Putnum.

27       Financial Data Schedule


                                       19


<PAGE>


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            JUDGE IMAGING SYSTEMS, INC.

Date: September 14, 1996                      By: /s/ Martin E. Judge, Jr.
                                              ----------------------------
                                              Martin E. Judge, Jr.
                                              Chief Executive Officer

Date: September 14, 1996                      By: /s/ Jeffrey J. Andrews
                                              --------------------------
                                              Jeffrey J. Andrews
                                              Chief Financial Officer


                                       20


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                     Exhibit Name
-------                    ------------

2        Agreement and Plan of Merger, dated as of October 1, 1996, by and among
         Judge Imaging Systems, Inc., The Judge Group, Inc. and Judge
         Acquisition, Inc.

3(i)(a)  Second Restated Certificate of Incorporation of the Company, effective
         February 29, 1996. Exhibit 3(i)(a) of the Company's Report on Form
         10-QSB/A filed June 14, 1996 is herein incorporated by reference.

3(ii)(a) By-laws of the Company, effective April 10, 1996. Exhibit 3(ii)(a) of
         the Company's Report on Form 10-QSB/A filed June 14, 1996 is herein
         incorporated by reference.

10(l)    Employment Agreement between the Company and Jeff Andrews dated
         May 1, 1996.

10(m)    Sales Agreement between the Company and Putnum.

27       Financial Data Schedule



                                       21

<PAGE>