As filed with the Securities and Exchange Commission on August 1, 2002
 -------------------------------------------------------------------------------

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

                                    FORM 20-F

          | |  REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OF THE
               SECURITIES EXCHANGE ACT OF 1934

                                       OR

          |X|  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
               EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2002 OR

          | |  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
               SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
               ________ TO _________


                         Commission file number 0-28662

                             PROFESSIONAL STAFF PLC
             (Exact name of Registrant as specified in its charter)

                                 Not applicable

                 (Translation of Registrant's name into English)

                                England and Wales
                 (Jurisdiction of incorporation or organization)

                                 Buckland House
                                 Waterside Drive
                              Langley Business Park
                                 Slough SL3 6EZ
                                     England

                    (Address of principal executive offices)

                             -----------------------

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

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

   American Depositary Shares, each representing one Ordinary Share having a
                              nominal value of 2p

 Securities for which there is a reporting obligation pursuant to Section 15(d)
                                of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:

          8,708,131 Ordinary Shares, each having a nominal value of 2p
                             -----------------------

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 | |

     Indicate by check mark which  financial  statement  item the registrant has
elected to follow:

                  Item 17 | |    Item 18 |X|

--------------------------------------------------------------------------------

<PAGE>


                                TABLE OF CONTENTS

         INTRODUCTION..........................................................4
         FORWARD LOOKING STATEMENTS............................................5

PART I   ......................................................................6
         Item 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS........6
         Item 2.  OFFER STATISTICS AND EXPECTED TIMETABLE......................6
         Item 3.  KEY INFORMATION..............................................6
                  3.A.     Selected Financial Data.............................6
                  3.B      Capitalization and Indebtedness.....................7
                  3.C      Reasons for the offer and use of proceeds...........7
                  3.D.     Risk Factors........................................7
         Item 4.  INFORMATION ON THE COMPANY...................................9
                  4.A.     History and Development of the Company..............9
                  4.B.     Business Overview..................................10
                  4.C.     Organizational Structure...........................16
                  4.D.     Property, Plants and Equipment.....................16
         Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS................17
                  5.A.     Operating Results..................................17
                  5.B.     Liquidity and Capital Resources....................23
                  5.C.     Research and Development, Patents and Licenses, etc23
                  5.D.     Trend Information..................................23
         Item 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..................24
                  6.A.     Directors and Senior Management....................24
                  6.B.     Compensation.......................................25
                  6.C.     Board Practices....................................25
                  6.D.     Employees..........................................27
                  6.E.     Share Ownership....................................27
         Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...........29
                  7.A.     Major Shareholders.................................29
                  7.B.     Related Party Transactions.........................29
                  7.C      Interests of Experts and Counsel...................29
         Item 8.  FINANCIAL INFORMATION.......................................29
                  8.A.     Consolidated Statements and Other Financial
                           Information........................................29
                  8.B.     Significant Changes................................30
         Item 9.  THE OFFER AND LISTING.......................................30
                  9.A.     Offer and Listing Details..........................30
                  9.B.     Plan of Distribution...............................30
                  9.C.     Markets............................................31
                  9.D.     Selling Shareholders...............................31
                  9.E.     Dilution...........................................31
                  9.F.     Expenses of the Issuer.............................31
         Item 10. ADDITIONAL INFORMATION......................................31
                  10.A.    Share Capital......................................31
                  10.B.    Memorandum and Articles of Association.............31
                  10.C.    Material Contracts.................................33
                  10.D.    Exchange Controls..................................34
                  10.E.    Taxation...........................................34
                  10.F     Dividends and paying agents........................38
                  10.G     Statement by experts...............................38
                  10.H     Documents on display...............................38
                  10.I     Subsidiary Information.............................38
         Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..38
         Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES......39

                                       2
<PAGE>

PART II  .....................................................................39
         Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.............39
         Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
                  HOLDERS AND USE OF PROCEEDS.................................39

PART III .....................................................................39
         Item 15. [RESERVED]..................................................39
         Item 16. [RESERVED]..................................................39

PART IV  .....................................................................39
         Item 17. FINANCIAL STATEMENTS........................................39
         Item 18. FINANCIAL STATEMENTS........................................39
         Item 19. EXHIBITS....................................................39




                                       3
<PAGE>


                                  INTRODUCTION

     In this Annual Report on Form 20-F (the "Annual Report"), references to
"U.S. dollars", "dollars", "U.S.$" or "$" are to currency of the United States
of America (the "U.S." or the "United States"), and references to "pounds
sterling", "sterling", "(pound)", "pence" or "p" are to currency of the United
Kingdom of Great Britain and Northern Ireland (the "U.K." or the "United
Kingdom"). Professional Staff plc publishes its consolidated financial
statements in pounds sterling. Solely for the convenience of the reader, this
Annual Report contains translations of certain pound sterling amounts into U.S.
dollars at specified rates. These translations should not be construed as
representations that the pound sterling amounts actually represent such U.S.
dollar amounts or have been, could have been, or could be, converted into U.S.
dollars at the rate indicated or at any other rate. Unless otherwise indicated,
the translations of pounds sterling into U.S. dollars have been made at $1.425
per (pound)1.00, the noon buying rate in the City of New York for cable
transfers in pounds sterling as certified for customs purposes by the Federal
Reserve Bank of New York (the "Noon Buying Rate") on March 31, 2002, the date of
the most recent balance sheet of Professional Staff plc included herein.

     Professional Staff plc prepares its financial statements in accordance with
accounting principles generally accepted in the United States ("U.S. GAAP"). The
financial statements and other financial data included elsewhere in this Annual
Report have been prepared in accordance with U.S. GAAP, unless otherwise stated.
Professional Staff plc prepares its financial statements on the basis of a
financial year beginning on April 1 and ending on March 31. References to a
fiscal year in this Annual Report shall, unless otherwise indicated, be
references to the financial year ending on March 31 of such year. In this Annual
Report, financial results and operating statistics are, unless otherwise
indicated, stated on the basis of such financial years.

     Unless  otherwise  specified  or the context  otherwise  requires,  in this
Annual  Report,  the "Company" or  "Professional  Staff" refers to  Professional
Staff plc together with its subsidiaries.



                                       4
<PAGE>

                           FORWARD LOOKING STATEMENTS

     This Annual Report on Form 20-F includes certain "forward-looking
statements" within the meaning of Section 27A of the U.S. Securities Act of 1933
and Section 21E of the U.S. Exchange Act of 1934, many of which are beyond
Professional Staff's control and all of which are based on our current beliefs
and expectations about future events. Forward-looking statements are typically
identified by words such as "will", "anticipate", "estimate" and similar
expressions and include, among others, statements regarding Professional Staff's
strategy, operations, economic performance, financial condition, future results
of operations and capital needs, estimates of additional payments to be made
pursuant to certain acquisition agreements and the temporary staffing industry
generally. Although Professional Staff believes that the expectations reflected
in such forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to have been correct. Accordingly, because
such statements involve uncertainties and risks, actual results may differ
materially from those expressed or implied by such forward-looking statements.
Factors that could cause such differences include, but are not limited to:

     o    our ability to achieve and manage growth;

     o    risks associated with the acquisition of new businesses;

     o    the highly competitive nature of the temporary staffing industry;

     o    our ability to attract  qualified  technical  professionals and retain
          key personnel;

     o    economic and business conditions in the UK, continental Europe and the
          United States;

     o    the success of our operating strategies;

     o    changes in government regulations;

     o    our ability to retain existing customers and to obtain new customers;

     o    fluctuations in exchange rates and demand for staffing services; and

     o    business risk management.

     Professional Staff undertakes no obligation to update publicly or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.


                                       5
<PAGE>


PART I


Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

Item 3. KEY INFORMATION

3.A. Selected Financial Data

     The following table sets forth selected financial data of the Company. The
selected financial data for the five fiscal years ended March 31, 2002, have
been excerpted or derived from the Company's consolidated financial statements
for the fiscal years ended March 31, 1998, 1999, 2000 and 2001 which have been
audited by Deloitte & Touche, Chartered Accountants and the year ended March 31,
2002 which has been audited by PricewaterhouseCoopers, Chartered Accountants.
The data should be read in conjunction with the Consolidated Financial
Statements included elsewhere in this Annual Report and Item 5. Operating and
Financial Review and Prospects.
<TABLE>
<CAPTION>

                                                                    Fiscal Years Ended March 31,
                                                                    ----------------------------
                                                        1998         1999           2000            2001           2002     2002(1)
                                                        ----         ----           ----            ----           ----     -------
                                                                (thousands, except per share amounts)
<S>                                            <C>           <C>            <C>            <C>            <C>              <C>
Consolidated Income Statement Data
        Revenue ...............................(pound)58,313 (pound)95,359  (pound)120,410  (pound)146,656(pound)116,101   $165,444
        Direct cost of revenue ................       43,715        74,210          91,766         111,686        90,501    128,964
                                                      ------        ------          ------         -------        ------    -------

        Gross profit...........................       14,598        21,149          28,644          34,970        25,600     36,480

        Selling, general and administrative
         expenses.............................         8,997        14,975          21,260          29,745        25,798     36,762
        Depreciation of property, plant &
         equipment............................           663         1,101           1,273           1,540         1,516      2,160
        Amortization and impairment of goodwill          193           375           1,008           1,145         9,960     14,193
                                                         ---           ---           -----           -----         -----     ------

        Operating income (loss)................        4,745         4,698           5,103           2,540       (11,674)   (16,635)
        Interest & other income (expense)......          410         1,435            (649)           (676)         (763)    (1,087)
                                                         ---         -----           -----           -----         -----     -------
        Income (loss) before income taxes......        5,155         6,133           4,454           1,864       (12,437)   (17,722)
        Income taxes...........................        1,711         2,084           1,561           1,115          (512)      (730)
                                                       -----         -----           -----           -----         -----       -----
        Net income.............................        3,444         4,049           2,893             749       (11,925)   (16,992)
                                                       =====         =====           =====             ===       ========   ========

Earnings per Share Data
Basic
        Net income (loss) per share............  (pound)0.59   (pound)0.45     (pound)0.34     (pound)0.09    ((pound)1.37)  ($1.95)
        Number of shares used in computation...        5,864         8,929           8,577           8,672           8,700    8,700
Fully diluted
        Net income (loss) per share............  (pound)0.51   (pound)0.43     (pound)0.33     (pound)0.08    ((pound)1.37)  ($1.95)
        Number of shares used in computation           6,787         9,381           8,842           8,911       8,700        8,700


</TABLE>


                                       6
<PAGE>


<TABLE>
<CAPTION>

                                                                               At March 31,
                                                        1998      1999             2000          2001           2002     2002(1)
                                                        ----      ----             ----          ----           ----     -------
                                                                             (thousands)
<S>                                             <C>            <C>            <C>            <C>            <C>           <C>
Consolidated Balance Sheet Data
        Cash and cash equivalents.............. (pound)1,040   (pound)2,032   (pound)1,038   (pound)1,670   (pound)5,607  $7,990
        Accounts receivable....................       14,059         25,010         22,501         24,969     10,770      15,347
        Other current assets...................        1,526          3,845          4,113         10,331      5,029       7,166
        Goodwill...............................        7,265         28,552         30,664         33,461     23,680      33,744
        Other fixed assets.....................        2,691          3,328          4,109          4,546      3,454       4,922
                                                       -----          -----          -----          -----      -----       -----
        Total assets                                  26,581         62,767         62,425         74,977     48,540      69,169
                                                      ======         ======         ======         ======     ======      ======

        Short term debt........................            -              -            314         10,350          -           -
        Other current liabilities..............        9,581         12,695         10,062         14,180      8,614      12,275
        Long term liabilities..................            -             69             68            160      1,662       2,368
        Commitments & contingencies............            -          3,950          2,979            100          -           -
        Capital stock..........................        8,900         37,876         37,971         38,033     38,070      54,250
        Retained earnings and other reserves...        8,100          8,177         11,031         12,154        194         276
        Shareholders' equity...................       17,000         46,053         49,002         50,187     38,264      54,526
                                                      ------         ------         ------         ------     ------      ------
        Total liabilities and shareholders'
          equity                                      26,581         62,767         62,425         74,977     48,540      69,169
                                                      ======         ======         ======         ======     ======      ======
</TABLE>
------------------

(1)  Solely for the convenience of the reader, pound sterling amounts have been
     translated into U.S. dollars at the Noon Buying Rate on March 31, 2002 of
     $1.425 per(pound)1.00.

3.B  Capitalization and Indebtedness

Not applicable.


3.C  Reasons for the Offer and Use of Proceeds

Not applicable.


3.D. Risk Factors

     Potential Inability to Achieve and Manage Growth. The Company experienced
rapid growth between fiscal 1997 and fiscal 2001 as a result of both
acquisitions and internal development. This growth was reversed in fiscal 2002
largely due to the worldwide downturn in the telecommunications industry. The
Company's resumption and continuation of growth depend on a number of factors
including (i) the ability to achieve greater penetration of existing clients and
markets, (ii) successful entry into, and the ability of the Company to adapt to,
new geographic markets, (iii) the strength of demand for the Company's services,
(iv) the Company's response to existing and emerging competition, (v) the
ability to sustain acceptable margins in the sectors and geographic markets in
which the Company operates in the face of competitive pressures or potentially
more restrictive regulatory environments and (vi) continued improvement in
office productivity. Continued growth will require expansion of the Company's
infrastructure and systems, including management information systems, increased
marketing activities and the successful recruitment of management and personnel.
There can be no assurance that the Company will resume and continue growth at
historically achieved levels.

     Acquisition Risks. An important component of the Company's strategy has
been to be to grow through acquisitions. Acquisitions involve a number of risks,
including diversion of management's attention, the potential failure to retain
key personnel at an acquired company and risks associated with unanticipated
events or liabilities. There can be no assurance that past or future
acquisitions will achieve or maintain expected operating results or will not
have a material adverse effect on the Company's operating results, particularly
in the fiscal quarters immediately following the consummation of such
transactions.

     Highly Competitive Market. In general, the staffing industry is highly
competitive with relatively low barriers to entry. In the United Kingdom the
industry is divided into a small number of national and a large number of
regional staffing companies. The Company competes with a broad range of
international, national, regional and local companies, including other
specialist companies and general service agencies. The staffing industry has
been



                                       7
<PAGE>

undergoing significant consolidation, as a result of which the Company may
face increasing competition from larger full service and specialist competitors
in its markets. Through acquisitions the Company has entered larger and more
competitive markets. In addition, the Company may face significantly greater
competition in any additional geographic markets or new industry sectors that it
may enter in the future. The entry into the Company's specialist markets by one
or more companies with greater marketing and financial resources than the
Company could have a material adverse effect on the Company's financial
condition and results of operations.

     Dependence on Availability of Qualified Technical Professionals. The
success of the Company is dependent upon its ability to attract professionals
who possess the skills and experience necessary to meet the staffing
requirements of its clients. The Company expends considerable effort and
resources in maintaining its candidate databases to keep pace with changing
client needs and emerging technologies. Furthermore, the Company's candidates
typically provide services on an assignment-by-assignment basis and can
terminate an assignment with the Company at any time. The Company competes with
other providers of technical staffing services, temporary staffing agencies and
alternative full-time employers in recruiting qualified professionals. In
particular, competition for communications technology professionals is intense
and the Company expects that such competition will increase. Many of the
professionals who work for the Company, particularly in the technology area,
also work for the Company's competitors, and there can be no assurance that
professionals currently working on projects for the Company will not choose to
work for competitors on future assignments. In addition, temporary workers often
accept permanent positions with the Company's clients. The Company's inability
to attract a significant number of additional professional candidates to support
the Company's existing operations and planned expansion could have a material
adverse effect on the Company's operating results and growth strategy.

     Reliance on Key Personnel. The Company has been, and will continue to be,
highly dependent on the experience and skills of its key personnel, including
senior management and recruitment consultants. The loss of any of these, or the
inability of the Company to attract and retain additional qualified key
personnel, could have a material adverse effect on the Company's financial
condition and results of operations. The Company's key personnel are employed
pursuant to employment agreements that can be terminated by the Company or the
employee on six months' notice and, in the case of certain key executives,
twelve months' notice.

     Risks Associated with the Temporary Staffing Industry. Providers of
staffing services place people in the work places of other businesses. An
inherent risk of such activity includes possible claims of errors and omissions,
misuse of client proprietary information, misappropriation of funds,
discrimination or harassment, employment of illegal aliens, theft of client
property, other criminal activity or torts, claims under health and safety
regulations and other claims. Perceived damages to the Company's clients could
arise from a variety of alleged mistakes or failures to act by professionals
placed by the Company. Although the Company has implemented policies and
guidelines in order to reduce its exposure to certain of such risks, in certain
circumstances the Company may have exposure to liabilities relating to events
occurring at a client's workplace over which the Company has no direct control.
Although no claims of this nature have been made against the Company, there can
be no assurance that such claims will not arise in the future.

     While the Company maintains the legally required level of employers'
liability insurance coverage, the Company does not maintain liability insurance
extending to the wrongful or negligent conduct of temporary workers on
assignment. The Company believes that, in general, it is not liable for the
conduct of temporary workers because they are not employees of the Company. If
however the Company's temporary workers were considered employees the Company
could have liability for their conduct and responsibility for providing certain
additional statutory benefits such as redundancy, maternity and sick pay and for
giving minimum notice upon termination.

     There can be no assurance that the Company's exposure to such risks has
not, or will not, been increased substantially with recent expansion into
additional geographic markets and industry sectors and its exposure is likely to
increase further with any legislative or regulatory amendments from the European
Union.

     Risks Associated with International Operations. While the Company's
business prior to fiscal 1998 consisted primarily of placements of temporary
scientists and technicians in the United Kingdom, the Company now places
temporary professionals in numerous countries outside the United Kingdom and, as
part of its growth strategy, intends to expand into additional geographic
markets. As the Company continues to develop its operations internationally, it
will increasingly become subject to additional risks attendant to operating in a
global environment, including, among others, the imposition of restrictions on
hiring foreign nationals or the ability to retain foreign temporary workers,
administrative and management difficulties, restrictions on the repatriation of
earnings, export requirements and restrictions and multiple and possibly
overlapping tax structures. Fluctuations in exchange rates between the pound
sterling and the currency of other countries in which the Company operates will
affect its results of operations and financial condition reported in pounds
sterling.



                                       8
<PAGE>

     Effect of Fluctuations in Demand for Staffing Services. Demand for the
Company's staffing services is significantly affected by factors outside the
Company's control, including the general level of economic activity and trends
in its customers' industries. When economic activity increases, temporary
employees are often added before full-time employees are hired. As economic
activity slows, permanent recruitment slows and many companies reduce their
utilization of temporary workers prior to undertaking layoffs of full-time
employees. In addition, the Company may face pricing pressure from its customers
and increased competition from other staffing providers. The Company serves
markets that are experiencing severe economic slowdown, notably the
telecommunications industry. Economic downturn could have a material adverse
effect on the Company's financial condition and results of operations. The
Company also serves markets that are consolidating, such as the pharmaceutical
industry. Consolidation among the Company's clients, which could result in
delays or decreases in the hiring of temporary or permanent staff, could have a
material adverse effect on the Company's financial condition and results of
operations.

Item 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

     The legal and commercial name of the Company is Professional Staff plc. The
Company was incorporated on February 20, 1990 under the laws of England and
Wales. Its principal executive offices are located at Buckland House, Waterside
Drive, Langley Business Park, Slough SL3 6EZ, United Kingdom, telephone
44-1-753-580-540.

     Professional Staff is a specialty staffing services company based mainly in
the United Kingdom and the United States, providing temporary and permanent
placement services to the communications technology, science and interim
management sectors.

     The Company began in 1990 as LabStaff which pioneered temporary staffing
services in the UK science sector. In 1994 the Company set up Executives On
Assignment to service the emerging UK interim management market. The Company
completed its initial public offering in August 1996, with a secondary offering
in April 1998. Following these offerings, the Company completed eight
acquisitions which have expanded the range of its specialty services and the
geographic markets and industry sectors that the Company serves.

     Acquisitions made in the communications technology sector were SDS Computer
Group and S-Com Computer Systems Engineers in 1997, EPL Overseas in 1998 and
Resource Management in 2000. These businesses are now fully integrated as S.Com
Group Plc with operations in the UK, US and Germany. S.Com places specialized
professionals in telecommunications, datacommunications, IT and specialty
engineering on a worldwide basis. Major customers include BT, Ericsson, Lucent,
Nortel, Nokia, QinetiQ and BAE Systems.

     Acquisitions made in the science sector were Salisbury Consulting Group in
1997, and The Woolf Group and Euromedica in 1999. UK science staffing and
related recruitment operations are now integrated within SRG (the Science
Recruitment Group). The temporary staffing business trades as SRG LabStaff and
dominates the UK laboratory staffing market. In the United States, The Woolf
Group offers clinical research professionals and associated services to major
pharmaceutical and clinical research organizations. Euromedica is an executive
search consultancy dedicated to the pharmaceutical and healthcare industries
with operations in the UK, France, Germany and Belgium. The Company's major
clients within the science sector include GSK, Novartis, AstraZeneca, Avecia and
Amgen.

     The acquisition made in the management sector was Praxis Executive
Taskforce in 1998. Through Praxis and Executives on Assignment, the Company is a
leader in the UK interim management market offering executives and senior
managers across a broad spectrum of industry and commerce.

     The Company's principal capital expenditures, other than acquisitions of
businesses, comprise office equipment and associated computer systems, and motor
vehicles acquired to provide as staff benefits. Expenditures on such capital
items in the last three years were (pound)1.1 million in 2002, (pound)2.4
million in 2001and (pound)2.2 million in 2000.

     In July 2000 the Company announced that it had agreed to the terms of a
recommended cash offer to be made by First Saddle Limited for the whole of the
issued and unconditionally allotted share capital of the Company not already
owned or agreed to be acquired by First Saddle at $8.34 per Ordinary Share.
First Saddle was established by Ben Blackden, the then Chief Executive of the
Company, Kevin Worrall, the then Group Finance Director of the Company, Bruce
Culver, then a Non-Executive Director of the Company and Granville Baird Capital
Partners Limited for the purposes of effecting a management buyout of the
Company. The offer was considered by a special committee of independent
directors of the Company. The Board, acting through the special committee,
considered the terms of the offer and the arrangements with management to be
fair and in the best interests of the



                                       9
<PAGE>

Company's security holders and unanimously recommended that security holders
accept the offer. In arriving at this conclusion the special committee received
an opinion from Jefferies & Company, Inc. that the offer in financial terms and
the arrangements with management were fair and reasonable so far as security
holders were concerned.

     On August 23, 2000 First Saddle announced that the minimum acceptance
condition to which the offer was subject, being receipt of valid acceptances in
respect of not less than 90% of shares to which the offer related, had not been
met by the first closing date of the offer, being August 22, 2000. By that date,
valid acceptances of the offer had been received in respect of approximately 82%
of the shares to which the offer related. First Saddle, using the discretion
available to it under the terms of the offer, chose not to extend the offer
after August 22, 2000 and announced that its offer had lapsed in accordance with
its terms. After the lapse of the tender offer, the major shareholder from whom
a valid acceptance was not received increased its percentage interest in the
shares of the Company from approximately 10% to over 18%.

     In November 2000, Andrew Dixey was appointed Chief Executive Officer and
Ben Blackden continued as Chairman of the Company in a non-executive capacity.
Since November 2000 the Company has concentrated on developing its existing
businesses, integrating and consolidating brands and back office functions and
strengthening operational management in the face of difficult economic
conditions in the staffing industry in general and in the telecommunications
industry in particular.

4.B. Business Overview

The Staffing Industry

     The staffing industry in the United Kingdom, including both temporary and
permanent staffing, is the largest in Europe. Current estimates put the total
market at $25 to $30 billion. The penetration rate, measured as the number of
temporary workers expressed as a percentage of the total work force, is
estimated by the Recruitment & Employment Confederation to be approximately 3%
to 4%. The UK market is highly fragmented with numerous companies active in a
generally deregulated environment. The overall trend in continental Europe has
been toward some liberalization and deregulation.

     Specialty staffing services have become a significant component of human
resource management. Staffing companies create value by providing the flexible
work force that allows client companies to focus on core competencies. Strategic
recruitment outsourcing allows companies effectively to manage human resources
in response to operational fluctuations and economic and product cycles.
Corporations generally turn to temporary workers as a means to achieve greater
operating efficiency, to transfer fixed labor costs to variable costs, to add
flexibility to operations, to reduce risks associated with hiring permanent
employees and to import skills missing from their organizations.

     Permanent recruitment services with dedicated technical expertise are also
important when demand reduces the pool of available specialty professionals and
makes it more difficult to locate qualified candidates. For these reasons
Professional Staff believes that clients have become more reliant upon specialty
permanent placement and search services.

     The UK staffing industry experienced significant growth during the 1990's
but has subsequently faced recessionary pressures firstly and most severely in
the IT staffing sector followed by a more general downturn. Industry observers
generally perceived calendar 2001 as one of the worst ever years for the
staffing industry with reduced volumes, margin pressures, restructurings and
redundancies and a host of exceptional write downs of internet based systems
investment. The Company was not immune from this downturn and faced particularly
difficult trading conditions in its Communications Technology Division. In the
light of the overall performance of the staffing industry management reviewed
its longer term forecasts for its subsidiaries and acquired businesses. As a
result of this review, the Company recorded a goodwill impairment charge of
(pound)8.75m in fiscal 2002 as discussed below in section 5A Operating results.




                                       10
<PAGE>


Sector Overview

     The following table sets forth the structure, by sector, of the Company's
principal operations and services provided which, save for the effect of
acquisitions and integration thereof, have been in place throughout the last
three fiscal years.

<TABLE>
<CAPTION>
Business Sector             Principal Industries Served       Brand Name                    Operation Locations

<S>                         <C>                               <C>                          <C>
Communications Technology   Telecommunications,               S.Com                         UK, USA, Germany
                            Datacommunications, Defence &
                            Aerospace

Science                     Pharmaceutical, Chemical,         Science Recruitment Group     UK
                            Biotechnology, Food & Beverage,     SRG LabStaff
                                                                SRG Search & Selection
                            Pharmaceutical, BioScience &
                            Healthcare                        Euromedica                    UK & Continental Europe

                            Pharmaceutical, Healthcare, CROs                                USA
                                                              The Woolf Group


Interim Management          All industry sectors              PS Interim trading as         UK
                                                              Executives on Assignment
                                                              Praxis Executive Taskforce

</TABLE>

     Communications Technology Sector. Until the end of calendar 2000,
telecommunications services was one of the fastest growing sectors of the
staffing industry. The expansion of the global market for communication services
and the continued development of new technology was accompanied by substantial
expenditure on developing new equipment and services required to upgrade
existing and develop new networks. Particularly in less developed countries with
limited existing communications infrastructure, the number of subscribers
increased substantially as the installation of wireless networks proves more
cost-efficient and expeditious than the rollout of landline networks.
Expenditures on equipment and service are driven by changing technology as
existing land line and wireless networks that represent first generation
technology are converted to accommodate second generation digital technologies.
Since 2000, the sector has been severely affected by the high cost of acquiring
third generation licenses through government auctions in the UK and Continental
Europe, a slowdown in worldwide mobile handset sales and delays in completion of
third generation technologies. However the Company expects that in the next
several years third generation technologies will deliver voice, data and video
signals stimulating expenditures for services and equipment. The Company also
expects that the sector will continue to place reliance on both core and
contingent skills and that rapid technological change, intense competition and
increasing specialization will result in an increasing reliance by employers in
the sector upon providers of specialty staffing services.

     Science Sector. Science has been a growing sector in the United Kingdom
following the Company's pioneering of the use of temporary professionals in
scientific laboratories in the pharmaceutical, biotechnology, environmental,
food, chemical and petrochemical and other industries. This growth is the result
of increased acceptance of the advantages of using temporary workers as well as
shortages of certain scientific skills. In the United States, demand for
clinical trials staffing services is being driven by growth in the clinical
trials component of drug development. Concurrently, stringent approval
requirements demand a greater number of trials per compound and a greater number
of patients per trial.

     Interim Management Sector. The use of interim managers and executives in
the UK is an immature market in which the Company has been one of the leading
developers. There is now growing acceptance of the flexibility and value of
using highly experienced interim managers alongside regular management teams.
This use may be strategic, the response to an urgent need for solutions to
operational difficulties or to provide vital continuity when a permanent
executive leaves.




                                       11
<PAGE>


     The Company's revenues by sector and geographical markets for the last
three fiscal years were as follows:
<TABLE>
<CAPTION>

                                                                                     Fiscal Years Ended March 31,
                                                                                            ((pound)'millions)
                                                                                        2000          2001      2002
                                                                                        ----          ----      ----
<S>                                                                              <C>          <C>            <C>
        Revenue:
        Communications Technology..............                                  (pound)78.9  (pound)100.0   (pound)72.6
        Science................................                                         32.8          33.1          34.0
        Interim Management.....................                                          8.4          13.0           9.5
        Other..................................                                          0.3           0.6           0.0
                                                                                       -----         -----         -----
        Total..................................                                        120.4         146.7         116.1
                                                                                       =====         =====         =====

        United Kingdom.........................                                  (pound)63.1   (pound)74.1   (pound)69.3
        North America..........................                                         24.3          31.2          23.2
        Rest of the World......................                                         33.0          41.4          23.6
                                                                                      ------        ------        ------
        Total..................................                                        120.4         146.7         116.1
                                                                                       =====         =====         =====

        Percentage:
        Communications Technology..............                                          66%           68%           63%
        Science................................                                          27%           23%           29%
        Interim Management.....................                                           7%            9%            8%
        Other..................................                                           0%            0%            0%
                                                                                        ----          ----          ----
        Total..................................                                         100%          100%          100%
                                                                                        ====          ====          ====

        United Kingdom.........................                                          52%           51%           60%
        North America..........................                                          20%           21%           20%
        Rest of the World......................                                          28%           28%           20%
                                                                                       -----           ---           ---
        Total..................................                                         100%          100%          100%
                                                                                        ====          ====          ====
</TABLE>


     The Company's business is not subject to seasonality. Minor factors which
contribute a small degree of quarterly variation are the number of public
holidays in each fiscal quarter (which typically contributes to a slowdown in
the Company's third quarter due to Christmas and the New Year) and a higher than
average number of contracts expiring at calendar and fiscal year ends.

Business Strategy

     Management believes that the Company has achieved a strong competitive
position in the staffing industry attributable to a number of business
strategies, including the following:

     Operating only in specialized sectors. The Company operates in highly
focused sectors of the staffing industry through businesses with readily
identifiable trade names related to the sector served. These sectors are
communications technology, science and interim management and, as such, offer
higher added value services to clients. The Company believes that the large
number of discrete communications technology and scientific skills, the need for
large candidate databases to match candidates' skills with clients' needs and
the importance of established client relationships raise the barriers to entry
for competitors in these sectors. Through its teams of recruitment consultants
and its delivery systems, the Company believes it offers its clients quality
service due to its exceptional understanding of the skills required for each
sector.

     Employing qualified and experienced sales teams. In the communications
technology sector, recruitment consultants are generally computer or business
graduates. The Company's recruitment consultants working in the scientific
sector generally have university degrees in science, including some with PhDs.
Many consultants are qualified in a specialized scientific discipline such as
analytical chemistry, biochemistry, microbiology, organic chemistry or food
science, among others. As a result, the Company's sales teams are experienced
and well qualified to understand and serve the specific needs of clients in each
of the sectors in which it operates.

     Providing value-added services. Management places great importance on
providing a high quality, flexible service. Encouraging as well as responding to
the trend toward flexible employment practices, the Company is able to deliver
qualified candidates whose skills are carefully matched to each assignment and
who are available when needed. The Company focuses on achieving an exceptional
understanding of clients' needs, quickly identifying


                                       12
<PAGE>

suitable candidates who meet those needs and then managing the process of
selection and assignment and administering the ongoing service.

     Identifying qualified candidates. The Company invests in recruitment
advertising through the Internet and other media to identify and recruit
qualified professionals who are available for client assignments. The Company
has proprietary databases in each of its sectors providing a significant pool of
qualified candidates.

     Central financial and operational controls. Each of the Company's
subsidiaries focuses on its own service sector, technology, skills and clients.
Operating company managers are given latitude to concentrate on their market and
manage day-to-day operations within their areas of expertise. The Company's
management regularly monitors operations and results are reported and
consolidated at least monthly. The Company's businesses operate discrete
accounting systems in accordance with the specific requirements of each
business, but report results under a common reporting timetable and framework
and according to common accounting policies. Treasury operations are controlled
centrally. Each operating company's financial planning, budgeting and
forecasting is coordinated by the Company's Chief Executive.

     Continuing investment in advanced information systems and office
technology. The Company believes its databases and operating systems permit a
rapid and precise response to client needs and a high degree of productivity.
Management believes that the responsiveness of these systems provides an
important competitive advantage. The Company budgets for continuing investment
in operating systems and e-business platforms to benefit from advances in office
technology.

Operations

Staffing and Recruitment Services in Communications Technology

     S.Com. S.Com specializes in providing temporary and contract systems
engineers and other specialists to the telecommunications and datacommunications
industries. S.Com also provides information technology and specialty engineering
skills to these and other sectors including the defense and aerospace
industries. Skills provided include systems planning and design, project
management, software application development, systems and network
implementation, systems integration, high-level programming and system
maintenance.

     S.Com has pioneered a partnering approach with telecommunications equipment
manufacturers and service providers for the roll out of new networks for mobile
telephones. The Company identifies bidders for license awards and helps the
bidder to identify the specific skills required to complete the rollout
successfully. The Company plans the delivery of the technical personnel
required, and in some cases, subsequently manages the staffing of projects. The
planning process is generally undertaken some months before the license is
awarded. While the Company attempts to align itself strategically with key
bidders, it seeks to avoid exclusive arrangements so that it can provide
services to any successful bidder.

     S.Com currently has operations in the United Kingdom, Germany and in the
United States and has provided contractors in many countries across the world.
S.Com also provides permanent placement recruitment services to the sectors in
which it operates.

Staffing and Recruitment Services in Science

     Science Recruitment Group. SRG, through SRG LabStaff, is the leading UK
temporary staffing business specializing in laboratory sciences. It provides
temporary scientists and technicians to industrial employers, government
laboratories and research institutions throughout the United Kingdom. SRG Search
& Selection provides permanent placement services from laboratory to management
levels. The businesses seek to provide quality services to their clients by
understanding each client's highly technical needs, quickly identifying suitable
candidates that meet those needs and managing the process of introducing a
candidate and administering the ongoing service with a minimum of client
involvement.

     Euromedica. Euromedica provides executive-level recruitment services to
pharmaceutical, bioscience and healthcare clients in the United Kingdom and
continental Europe. The company has a network of offices serving the United
Kingdom, Belgium, France and Germany and an associate office in India.

     The Woolf Group. The Woolf Group, based in North Carolina and with offices
in San Diego, California, specializes in the recruitment and placement of
clinical research professionals on a contract basis for pharmaceutical,
biotechnology, clinical research and site management organizations in the United
States. In



                                       13
<PAGE>

addition, the Company provides permanent placement services in response to the
demand for permanent clinical research professionals and senior management
positions.

Staffing and Recruitment Services in Interim Management

     PS Interim, through its two brands, Executives on Assignment and Praxis
Executive Taskforce, places experienced executives on temporary assignments
across all functions in all types of industrial, commercial and public sector
activity throughout the United Kingdom. Management believes that, together,
these brands are the leading business dedicated exclusively to this sector in
the United Kingdom. Assignments are usually at senior executive level including
general management, function directors and specialists. A permanent placement or
temp-to-perm conversion is rare. Recruitment consultants in the business are
experienced executives with knowledge and insight into management and its
functions.

Candidates

     The identification and recruitment of qualified professionals who are
available for client assignments is a key component of the Company's operations.
The Company expends considerable effort and resources in maintaining its
candidate databases.

     Candidates are sourced principally through the Internet, advertising and
direct solicitation. In the science sector, the Company advertises in the
specialty trade press such as New Scientist in the UK and other journals
relevant to a specific industry such as food, plastics, biotechnology or
clinical trials. Universities are a valued source of newly qualified candidates
in technology and science and the Company recruits at a number of universities.
In the interim management sector the Company's leading position ensures that it
regularly receives a considerable number of unsolicited resumes. Occasionally
candidates are sought through advertising in national newspapers.

     In communications technology, candidates are selected for possible
assignments initially on the basis of the technical information provided on the
resume and are normally interviewed in depth on the telephone and in person
where appropriate. The recruitment consultant assesses a candidate's suitability
for the assignment based on a detailed understanding of the skills required by a
client. In science, candidates for temporary or permanent positions are
generally interviewed in person by the Company's recruitment consultants and
their skills and experience are precisely matched to the demands of the
assignment. In interim management, only candidates meeting strict selection
criteria are accepted onto the Company's database. Those selected for possible
assignments are interviewed personally by both the Company's recruitment
consultants and by the client.

Sales and Marketing

     Each operating company has developed a sales and marketing strategy to
address specific needs within each sector served and to develop new clients. In
the technology sector, S.Com's recruitment consultants focus on developing
client relationships through regular contacts at various levels within a
client's organization. This may involve spending time on the clients' premises
or on site to gain deeper understanding of future projects and the skills
required for these. In the science sector, marketing primarily promotes
temporary scientific personnel, and is targeted toward laboratory managers,
research or development directors and human resource departments. Marketing
methods include seminars, direct mail, publication of articles in national and
trade press journals and exhibits at trade shows as well as telephone contact
and client and prospect site visits. In the interim management sector, potential
clients are targeted through direct sales contact and mailing and public
relations programs.

Competition

     In each of the sectors in which the Company operates, the staffing services
industry is fragmented and highly competitive with relatively low barriers to
entry. In the U.K. telecommunications, datacommunications and information
technology markets, S.Com faces competition from numerous IT staffing companies
ranging from small private companies to large public entities. In international
telecommunications staffing, S.Com has established a leading position with few
competitors having similar skills and industry expertise. Competitors in
international telecommunications include Glotel, Dataworkforce and larger IT
staffing companies.

     In the science sector, management believes that SRG LabStaff is the only
scientific staffing company in the United Kingdom with an extensive nationwide
presence and which specializes in all levels of science employment. Competition
is usually regional in nature with few companies specializing in science.
International competitors including Manpower, Kelly and Lab Support have entered
the UK market and competition is generally increasing.



                                       14
<PAGE>

SRG Search & Selection is among several recruitment businesses specializing in
the permanent placement of scientists. Euromedica competes with certain national
search firms who, while not specializing in science, accept all types of
recruitment assignments at senior executive levels.

     In the management sector, Executives on Assignment and Praxis Executive
Taskforce are one of the leaders in the field of interim management and face
competition from other specialist providers, of which management believes there
are three or four. Some search firms and management consultants also operate in
this sector.

Licenses

     The Company is not dependent on any patents or licenses, industrial,
commercial or financial contracts.

Regulation

     Staffing services firms are generally subject to one or more of the
following types of government regulations: (i) regulation of the
employer/employee relationship between a firm and its staffing personnel; (ii)
registration, licensing, record keeping and reporting requirements; and (iii)
substantive limitations on its operations, including (a) restrictions on
categories of workers that may be placed pursuant to temporary employment
contracts; (b) limitations on the duration of such contracts; and (c)
restrictions on or prohibition of permanent placement of staff in certain
jurisdictions. Accordingly, staffing companies must comply with laws and
regulations that govern the employer/employee relationship, such as tax
withholding and reporting, social security or retirement, anti-discrimination
and workers' compensation.

     As a staffing services business operating in the United Kingdom, the
Company is subject to the Employment Agencies Act 1973, which imposes certain
obligations of fair practice on the Company. The Company believes that it
complies in all material respects with these regulations. Although the Company's
business is not specifically regulated by European Union ("EU"), the EU has in
the past introduced measures relating to rights of workers generally. A number
of European countries require staffing companies to maintain some form of
license or permit which is issued by the applicable authorities. Certain
European countries require the operations of staffing companies to be supported
by bank guarantees. A number of other restrictions and requirements are common
to regulations in European countries, including certain requirements for
contracts between clients and staffing companies, limitations in the conditions
under which temporary work is allowed, limitations in the duration of staffing
contracts and requirements for wage levels and social security. Management
believes that the Company complies in all material aspects with these
regulations, to the extent applicable. However, there can be no assurance that,
as regulations evolve or change in particular jurisdictions, the operations or
performance of the Company will not be affected.

         In the United Kingdom, all mandatory social benefits (including
unemployment, national healthcare and pensions benefits) are funded by employers
and employees through National Insurance contributions. The rates for National
Insurance are established on a national basis and vary only by compensation and
not job classification or other risk or cost-adjusted criteria. This is in
contrast to U.S. companies which generally are responsible for the management
and payment of unemployment insurance and workers' compensation premiums in
addition to social security contributions under state and federal programs and
optional health benefits. In the U.S., there is no federal legislation
specifically related to the regulation of staffing businesses, although some
states have licensing requirements.

     The UK government has more recently passed a number of significant laws
affecting employment relationships and the relationship that an employment
business has with its own employees and its temporary workers. These are (i) the
Working Time Regulations, (ii) the National Minimum Wage, (iii) Public Interest
Disclosure Act and (iv) the Employment Relations Act. These laws all apply to
"workers" and are not limited to "employees", which means that the rules can
apply to agency temporary workers. The Working Time Regulations regulate hours
worked, rest breaks, holidays and record keeping. The National Minimum Wage sets
out minimum rates of pay and the Public Interest Disclosure Act provides certain
rights to workers who disclose alleged wrongdoing in defined circumstances. The
Employment Relations Act covers the areas of trades unions, maternity provisions
and unfair dismissal rights.

     The U.K. Inland Revenue introduced legislation ("IR35") with effect from
April 6, 2000 regarding the taxation of personal service companies. The
legislation aims to ensure that people working through a personal



                                       15
<PAGE>

service company pay similar amounts of Income Tax and National Insurance as an
employee. Lobbying by the UK recruitment industry, which the Company supported,
forced the Inland Revenue to modify the original proposals of IR35 so that the
burden of any incremental employment related taxation and the administration of
its collection fell upon the personal service company rather than the employment
agency or its clients. The Company undertook a comprehensive educational program
aimed at both candidates and clients on the impact of IR35.

     The UK's Department of Trade and Industry (the "DTI") published a
consultation document in May 1999 concerning the Regulation of the United
Kingdom Recruitment Industry. The proposals include measures to restrict the
charging of fees which might discourage clients from transferring a temporary
worker to a permanent employee and to ensure that temporary workers have a
contractual relationship with an employment business. Consultation between the
industry and the DTI continues with the industry seeking to protect its
legitimate commercial interests in the area of fees.

4.C. Organizational Structure

The following table summarises the Company's significant subsidiary
undertakings:

<TABLE>
<CAPTION>
                                                                                                    Proportion of
                                                                                                    ordinary shares
Subsidiary company                           Country of incorporation    Principal activity         held

<S>                                          <C>                         <C>                         <C>
Professional Staff Holdings LLC              United States of America    Investment holding company         100%

The Woolf Group, Inc.                        United States of America    Recruitment of temporary           100%
                                                                         and permanent scientific
                                                                         staff

Science Recruitment Group Limited            Great Britain               Recruitment of temporary           100%
                                                                         and permanent scientific
                                                                         staff


Euromedica PLC                               Great Britain               Recruitment of permanent           100%
                                                                         executive scientific staff

Euromedica International Limited             Great Britain               Recruitment of permanent            94%
                                                                         executive scientific staff

Euromedica Executive Search GmbH             Germany                     Recruitment of permanent           100%
                                                                         executive scientific staff

Euromedica SARL                              France                      Recruitment of permanent           100%
                                                                         executive scientific staff

P S Interim Limited                          Great Britain               Recruitment of interim             100%
                                                                         managers

S.Com Group Plc                              Great Britain               Recruitment of temporary           100%
                                                                         and permanent telecomms,
                                                                         datacomms and IT staff

S.Com, Inc.                                  United States of America    Recruitment of temporary           100%
                                                                         and permanent telecomms,
                                                                         datacomms and IT staff

S.Com Computer Systems Engineers GmbH        Germany                     Recruitment of temporary           100%
                                                                         and permanent telecomms,
                                                                         datacomms and IT staff
</TABLE>


4.D. Property, Plant and Equipment

     The Company leases its head office in Langley and offices in London
Docklands, Aylesbury, Cambridge, and Coleshill, as well as having a network of
serviced offices throughout the UK. The Company also has leased



                                       16
<PAGE>

offices in Durham, San Francisco and Miami in the U.S., and in Brussels, Paris
and Munich in continental Europe. The Company believes that its facilities are
adequate for its short term needs.

Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements and Notes thereto, Item 3. Selected
Financial Data and Item 8. Financial Information which appear elsewhere in this
Annual Report.

5.A. Operating Results

     Professional Staff has grown from being a leading national provider of
temporary laboratory scientists and technicians in the United Kingdom into an
international specialty staffing services company providing temporary and
permanent placement services to the communications technology, science and
interim management sectors with operations in the UK, USA and continental
Europe. Since the Company's initial public offering in August 1996, the Company
has made a number of acquisitions which have increased the Company's range of
specialty services, geographic markets and industry sectors. The Company now
derives approximately half of its revenue from markets outside the United
Kingdom.

Acquisitions

     Fiscal 2002

     The Company did not make any acquisitions in fiscal 2002.

     Fiscal 2001

     Resource Management. In September 2000, the company acquired the Resource
Management Division of Marconi Software Solutions Limited for an initial
(pound)289,000 including associated costs. Further consideration was payable
through September 2001 dependent upon the gross profit of Resource Management
for the twelve months from the date of acquisition and amounted to
(pound)169,000. Resource Management provides skilled IT professionals to the
defence and aerospace industries and had annualised revenues of approximately
(pound)4.5 million at the date of acquisition. Resource Management was
immediately integrated into S.Com, the Company's communications technology
division.

     Fiscal 2000

     Euromedica France. In January 2000, the Company acquired the entire issued
share capital of Euromedica SARL, a French executive search agency specializing
in the science sector based in Paris with annualized revenue of approximately FF
3.5 million. Euromedica SARL previously operated under a royalty license
agreement with one of the Company's UK subsidiaries, Euromedica International
Limited. The acquisition of Euromedica SARL enabled the Company's Euromedica
group of companies to operate on a more unified basis across continental Europe.

     Fiscal 1999

     Woolf. On March 31, 1999 the Company purchased the entire issued share
capital of The Woolf Group, Inc., a US based provider of clinical trials
staffing services to pharmaceutical companies and contract research
organizations. The initial purchase price was (pound)9.6 million and the total
cost of acquisition was (pound)10.0 million. Annualized revenue at the date of
acquisition was approximately $13.0 million.

     Euromedica. On March 26, 1999 the Company purchased the entire issued share
capital of Euromedica plc and 94% of the share capital of Euromedica
International Limited. Euromedica is the largest executive search firm in Europe
in the pharmaceutical, bioscience and healthcare sectors and has a network of
offices in the UK, Belgium and Germany and a strategic partnerships in India.
The purchase price was (pound)2.9 million and annualized revenues at the date of
acquisition were approximately (pound)2.6 million.




                                       17
<PAGE>


     Praxis. On October 1, 1998 the Company acquired the entire issued share
capital of Praxis Executive Taskforce Limited, a UK based provider of interim
executives and managers to industry and commerce with annualized revenue of
approximately (pound)5.0 million at the date of acquisition. This acquisition,
alongside the Company's Executives On Assignment business, made the Company the
leading provider of interim executives in the UK.

     EPL. On July 17, 1998 the Company acquired the entire issued share capital
of EPL Overseas Limited, a UK based provider of skilled contract personnel to
the European telecommunications industry. Annualized revenue at the date of
acquisition was approximately (pound)10.0 million. On January 1, 1999 the
business was merged with the Company's existing communications technology
business to form S.Com Group Plc.

Critical accounting policies

     Management believes the following accounting policies are the most
critical, that is they are both the most important to the portrayal of the
company's financial condition, and they require management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain.

     Revenue recognition - the Company recognizes staffing revenue as services
are rendered. Services rendered are estimated based on timesheets received.
Where, at a period end, no timesheet has been received, revenue is recognized as
unbilled revenue based on management's estimate of services rendered, after
making an allowance for absenteeism of temporary workers, based on historic
rates for illness, vacation, early termination or any other reason. Unbilled
revenue is reviewed monthly by management to assess its recoverability. Any
unbilled revenue which has not been validated within three months of the period
end is fully reversed.

     Direct cost of revenues - the Company's direct cost of revenues consists of
compensation payable to temporary workers including in some instances payroll
and related taxes. Where staffing services are supplied in overseas
jurisdictions, residency of the temporary worker and applicability, assessment
and calculation of local payroll taxes is often uncertain and complex. Whilst
management endeavour to ensure compliance in this regard, subsequent challenge
or interpretation by local government agencies could impact these estimates.

     Goodwill - the Company made significant acquisitions in fiscal 1997 through
2001 all of which were accounted for under the purchase method and gave rise to
significant amounts of goodwill which has been amortized over 30 years.
Management performs impairment reviews when factors indicate an impairment may
exist. . The impairment review at the end of fiscal 2002 resulted in a
(pound)8.75 million impairment charge to the income statement. The Company will
adopt FAS 142 in the first quarter of fiscal 2003. Management is in the process
of assessing the impact of adoption of FAS 142 and if operating results and cash
flows perform significantly below management's forecasts and expectations, or if
economic conditions in the staffing industry deteriorate, further significant
impairment charges may be incurred.

Recent accounting pronouncements

     The Company adopted SFAS No. 141, "Business Combinations," which requires
all business combinations completed subsequent to June 30, 2001 to be accounted
for using the purchase method. Although the purchase method generally remains
unchanged, this standard also requires that acquired intangible assets should be
separately recognized if the benefit of the intangible assets are obtained
through contractual or other legal rights, or if the intangible assets can be
sold, transferred, licensed, rented or exchanged, regardless of the acquirer's
intent to do so. Intangible assets separately identified must be amortized over
their estimated economic life.

     The Company has accounted for previous acquisitions under the purchase
method and the related excess of purchase price over net assets was mainly
goodwill, therefore, the adoption of this statement did not have a material
impact on the Consolidated Financial Statements.

     During June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets," which prohibits the amortization of goodwill or identifiable
intangible assets with an indefinite life for fiscal years beginning after
January 1, 2002. Rather, goodwill will be subject to impairment reviews by
applying a fair-value-based test at the reporting unit level. An impairment loss
will be recorded for any goodwill that is determined to be impaired.



                                       18
<PAGE>

     The impairment testing provisions of this statement are effective for the
Company on April 1, 2002. The Company will perform an impairment test on all
existing goodwill, which will be updated at least annually. The Company is in
the process of evaluating the impact upon adoption of FAS 142.

     FAS 143, Accounting for Obligations Associated with the Retirement of
Long-Lived Assets (FAS 143), was issued by the FASB in July 2001. This Standard
will be effective for the Company's fiscal year after beginning January 2003 and
provides the accounting requirements for retirement obligations associated with
tangible long-lived assets. FAS 143 requires that the obligation associated with
the retirement of tangible long-lived assets be capitalized into the asset cost
at the time of initial recognition. The liability is then discounted to its fair
value at the time of recognition using the guidance provided by that standard.
The requirements of this standard will be reflected as a cumulative effect
adjustment to income. The Company is currently evaluating the impact of this
statement on the results of operations and financial position.

     The FASB issued FAS 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (FAS 144) in August 2001. This standard will be effective for
the Company's fiscal year beginning after January 1, 2002 and will be applied
prospectively. The objectives of FAS 144 are to address issues relating to
existing impairment guidance and to develop a single accounting model for
long-lived assets to be disposed of by sale, based on the framework established
in FAS 121. The standard requires that long-lived assets that are to be disposed
of by sale be measured at the lower of book value or fair value less cost to
sell. Additionally, FAS 144 expands the scope of discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity and will be eliminated from the ongoing operations
of the entity in a disposal transaction. The Company is currently evaluating the
impact of this statement on its results of operations and financial position.

     The FASB issued FAS 145, Rescission of FAS Nos. 4, 44, and 64, Amendment of
FAS 13, and Technical Corrections, which is effective for the Company's fiscal
year beginning after May 15, 2002. This statements rescinds and amends various
existing accounting pronoucements. The Company is currently evaluating the
impact of this statement on its results of operations and financial position.

Independent auditors

     On December 5, 2001 Deloitte & Touche resigned, and PricewaterhouseCoopers
were appointed as independent auditors to the Company. This change in auditors
was effected through a tender process ratified by the Company's Audit Committee.
In their letter of resignation to the Board of the Company, Deloitte & Touche
confirmed that there were no circumstances surrounding their cessation of office
which should be brought to the attention of the Company's members or creditors.

Results of Operations - Years ended March 31, 2002 and 2001

         Fiscal 2002 was dominated by the continued severe downturn in the
worldwide telecommunications industry which began to impact the group's
Communications Technology Division, S.Com, in the fourth quarter of fiscal 2001.
The downturn, which was felt first in the US, intensified during the first half
of fiscal 2002 with a severe slump in European markets. S.Com's staffing
business fell from a high point in January 2001, losing nearly half of it's
contract workforce by the end of that year before seeing some recovery in
contractor numbers in the fourth quarter of fiscal 2002. S.Com's core UK
business, including defence and aerospace interests, held up better than the
international telecommunications business but still decreased by around 10% year
on year and faced margin pressure.

         In the second half of the year, the Interim Management Division and
Euromedica, the Science Division's executive search business, also came under
pressure with sharply reduced demand and although business activity recovered
toward the end of the year, hiring decisions were still being delayed or
cancelled and turnover remained depressed.

         The other science businesses fared much better with SRG, our UK
laboratory staffing business, increasing revenue 17% year on year. The Woolf
Group, our US clinical trials staffing business, although down year on year by
some 10%, increased revenue by 8% in the second half compared to the first half
of fiscal 2002.

Revenue

         Revenue fell by 21% to (pound)116 million during the year ended March
31, 2002 from (pound)147 million during the year ended March 31, 2001.



                                       19
<PAGE>

     In communications technology, revenue fell by 27% from (pound)100.0 million
to (pound)72.6 million. The sharpest decline was in the US operation which fell
40% whereas the UK and European operations fell by 24%. The decline was
principally due to reduced demand from major clients in the international
telecommunications industry.

     In science, revenue increased by 3% from (pound)33.1 million to (pound)34.0
million. Revenue for the Science Recruitment Group rose for the first time in
three years, up 17% from (pound)17.2 million to (pound)20.1 million. Growth was
achieved principally by better management of existing client relationships
resulting in improved volumes, but also by winning new clients and increased
average charge rates. The Woolf Group continued to be held back by uncertainty
and consolidation in the pharmaceutical arena and staffing revenue fell 11% to
$13.4 million but improved in the second half. Euromedica revenue fell by 14%
from (pound)4.2 million to (pound)3.6 million mainly due to the economic
uncertainty in the second half of the year.

     In interim management, revenue decreased by 27% from (pound)13.0 million to
(pound)9.5 million with the sharpest decline coming in the second half of the
year. The decrease was the result of economic uncertainty and the loss of a
highly experienced consultant. Charge rates were on average at or above fiscal
2001 levels.

     As a percentage of fiscal 2002 total revenue, temporary staffing
represented 93%, permanent placement represented 6% and other services accounted
for 1%, similar proportions to fiscal 2001.

Gross Profit

     The Company defines gross profit as total revenue less the direct cost of
providing workers for its clients including wages, benefits, expenses and
allowances for temporary workers, and fees for permanent placements less the
cost of direct research associated with those placements.

     Gross profit was (pound)25.6 million for fiscal 2002, a decrease of 27% on
fiscal 2001 gross profit of (pound)35.0 million. Gross profit as a percentage of
revenue ("gross margin") fell from 23.8% to 22.0%. This was due to the sharpest
revenue declines affecting the higher margin businesses of interim management
and the international areas of communications technology business. Average
staffing gross margins in communications technology fell from 15% to 13% due to
business mix and at SRG they fell by around 200 basis points due principally to
increased worker benefits. Other gross margins were at or around fiscal 2001
levels.

     As a percentage of fiscal 2002 total gross profit, temporary staffing
represented 73% and permanent placement represented 27% compared to 74% and 24%
respectively in fiscal 2001.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses mainly comprise compensation
payable to employees, office rentals and other facility related costs and
marketing expenses. Selling, general and administrative expenses were
(pound)25.8 million and (pound)29.8 million for the fiscal years 2002 and 2001
respectively, a decline of 13%. This was achieved by reducing employee numbers
from an average of 364 in fiscal 2001 to an average 314 in fiscal 2002 and to
285 by the end of fiscal 2002.

     Included in fiscal 2001 was a charge of (pound)1.2 million mainly
consisting of doubtful debt reserves against customers in the communications
technology sector recorded in the fourth quarter as a result of the severe
economic deterioration in that sector in the first half of calendar 2001. A
charge of (pound)0.9 million was also taken in the first quarter of fiscal 2002
for similar reasons.

Amortization of Goodwill

     The Company amortizes goodwill arising from acquisitions over an estimated
useful life of 30 years. Goodwill amortization was (pound)1,210,000 for the year
ended March 31, 2002 compared to (pound)1,145,000 for the year ended March 31,
2001. The increase in amortization expense is due to the settlement of
contingent arrangements on acquisitions made in previous periods.

     An impairment charge amounting to (pound)8.75 million was also recorded in
fiscal 2002 due to the deterioration in operating performance of businesses
acquired in prior periods and the depressed state of business valuations in the
staffing industry. The impairment was measured using discounted cash flow
forecasts for each business segment including an allocation of central costs and
interest. The discount rate used was management's estimate of the



                                       20
<PAGE>

Company's weighted average cost of capital. The charge by business segment was
Communications Technology (pound)1.00 million, Science (pound)4.75 million and
Interim Management (pound)3.00 million.

Other Income/(Expense)

     Other net expense of (pound)763,000 comprised net interest expense of
(pound)632,000 incurred on short term debt facilities and other expenses of
(pound)131,000. In fiscal 2001, other net expense of (pound)676,000 comprised
net interest expense of (pound)388,000 incurred on short term debt facilities,
other expenses of (pound)165,000 and (pound)438,000 of costs borne by the
Company relating to the offer for the Company by First Saddle Limited in July
2000, partially offset by exchange gains of (pound)315,000. Interest expense
rose as the Company's short term debt increased for working capital purposes in
the first half but cash flow improvements in the second half reduced short term
debt to zero.

Income Taxes

     The Company is subject to United Kingdom corporation tax at a statutory
rate of 30% (fiscal 2001: 30%) and, to a much lesser extent, to income taxes in
the United States and continental Europe. Income tax expense was provided at
effective rates of 4% and 60% and totalled a credit of (pound)0.5 million and a
charge of (pound)1.1 million respectively for the fiscal years ended March 31,
2002 and 2001. The principal factors behind the disproportionate effective rates
are the non-deductibility in the UK of goodwill amortization and impairment
expense and valuation allowances against net operating losses in overseas
subsidiaries. Other information

     The Company does not believe that inflation has had any material impact on
its results for the three fiscal years ended March 31, 2002.

     The Company generates significant revenues and operating profits
denominated in US dollars from its S.Com and Woolf US based operations. The
results of these foreign operations are consolidated at average exchange rates
during the fiscal year. For fiscal 2002, the US dollar strengthened against
sterling by an average of approximately 3%. The Company is also exposed to the
US dollar and the Euro from its continental European operations of S.Com and
Euromedica. These transactions are recorded at the rate ruling at the date of
the transaction. For fiscal 2002, the Euro average exchange rate was virtually
unchanged.

     The Company does not hedge foreign currency net investments.

     The Company does not believe that any governmental, economic, fiscal,
monetary or political policies or factors have materially affected, directly or
indirectly, the Company's existing operations (see also regulation in Item 4).

Results of Operations - Years ended March 31, 2001 and 2000

Revenue

     Revenue increased by 22%, or (pound)26.3 million, to (pound)146.7 million
during the year ended March 31, 2001 from (pound)120.4 million during the year
ended March 31, 2000. During the year the Company acquired the Resource
Management business of Marconi Software Solutions Limited and revenues from this
acquisition were approximately (pound)2.2m. Internal growth was therefore 20%
over the prior year.

     In communications technology, revenue increased by 27% from (pound)79
million to (pound)100 million of which (pound)2.2 million was from acquired
operations and internal growth was 24%. Growth, as in fiscal 2000, was strongest
in the US operation and was driven primarily by increasing volumes to major
clients.

     In science, revenue increased by 1% from (pound)32.8 million to (pound)33.1
million. Revenue for the Science Recruitment Group fell for a second successive
year to (pound)17.2 million from (pound)19.6 million due to continued
consolidation in the pharmaceutical sector which held back market growth and
increased competition from new market entrants. The Woolf Group was also held
back by this consolidation but still grew staffing revenue by 6% to $14.1m,
which, aided by the strength of the dollar, contributed to total revenue growth
of 12% to (pound)11.1m.



                                       21
<PAGE>

     In interim management, revenue increased by 55% from (pound)8.4 million to
(pound)13.0 million. Growth was driven by increased number of interim managers
placed on contract assignments to both existing and new clients and to a lesser
extent by higher average charge rates.

     As a percentage of fiscal 2001 total revenue, temporary staffing
represented 93%, permanent placement represented 5% and other services accounted
for 2%, similar proportions to fiscal 2000.

Gross Profit

     The Company defines gross profit as total revenue less the direct cost of
providing workers for its clients including wages, benefits, expenses and
allowances for temporary workers, and fees for permanent placements less the
cost of direct research associated with those placements.

     Gross profit was (pound)35.0 million for fiscal 2001, an increase of 22% on
fiscal 2000 gross profit of (pound)28.7 million. Growth in gross profit was
therefore identical to growth in revenue and gross profit as a percentage of
revenue ("gross margin") remained at 23.8%. Gross margin on temporary staffing
revenue for the Company fell from 19.8% to 19.2%. In communications technology,
temporary staffing gross margin fell from 16.1% to 15.7% as growth in the US
began to slow in the third and fourth quarters and the Resource Management
acquisition diluted UK gross margin by 20 basis points. In science, temporary
staffing gross margins fell 120 basis points due to competitive pressures. In
management, temporary staffing margins improved from 33% to 34%.

Selling, General and Administrative Expenses

     Selling, general and administrative expenses mainly comprise compensation
payable to employees, office rentals and other facility related costs and
marketing expenses. Selling, general and administrative expenses were
(pound)29.8 million and (pound)21.3 million for the fiscal years 2001 and 2000
respectively. Included in fiscal 2001 was an aggregate increase in doubtful debt
reserves of (pound)0.8 million mainly against customers in the communications
technology sector recorded in the fourth quarter as a result of the severe
economic deterioration in that sector in the first half of calendar 2001.
Otherwise, the increase in Selling, general and administrative expenses was
mainly due to an increase in staff costs which rose from (pound)12.6 million in
fiscal 2000 to (pound)17.8 million in fiscal 2001 as the average number of staff
employed rose from 291 to 364.

Amortization of Goodwill

     The Company amortizes goodwill arising from acquisitions over estimated
useful lives of 30 years. Goodwill amortization was (pound)1,145,000 for the
year ended March 31, 2001 compared to (pound)1,008,000 for the year ended March
31, 2000. The increase in amortization expense is due to the settlement of
contingent arrangements on acquisitions made in previous periods.

Other Income/(Expense)

     Other expense of (pound)676,000 comprised net interest expense of
(pound)388,000, other expenses of (pound)165,000 and (pound)438,000 of costs
borne by the Company relating to the offer for the Company by First Saddle
Limited in July 2000, partially offset by exchange gains of (pound)315,000,
(fiscal 2000 other expense of (pound)649,000 comprised net interest expense of
(pound)79,000, exchange losses of (pound)611,000 and other income of
(pound)41,000). Interest expense rose as the Company's short term debt increased
principally to meet contingent consideration payments amounting to (pound)6.1
million made in connection with prior year acquisitions.

Income Taxes

     The Company is subject to United Kingdom corporation tax at a statutory
rate of 30% (fiscal 2000: 30%) and, to a much lesser extent, to income taxes in
the United States and continental Europe. Income tax expense was provided at
effective rates of 60% and 35%, and totaled (pound)1.1 million and (pound)1.6
million respectively for the fiscal years ended March 31, 2001 and 2000. The
principal factor behind the high effective rates is the non-deductibility in the
UK of goodwill amortization expense.



                                       22
<PAGE>

5.B. Liquidity and Capital Resources

     Cash generated by operations was (pound)13.3 million in fiscal 2002
compared to cash used by operations of (pound)1.1 million in fiscal 2001. Cash
generation in fiscal 2002 was driven by lower business volumes resulting in
reduced working capital needs but the Company also made very significant
improvements in cash collection and credit control. Debtor days reduced from 71
at the end of fiscal 2001 to an average of 66 for fiscal 2002 and 53 by the end
of fiscal 2002. Conversely, cash used in fiscal 2001 was due to increased
working capital needs as revenues grew strongly and the impact of the working
capital requirements of the Resource Management acquisition.

     Cash from investing activities was (pound)0.9 million compared to cash used
in fiscal 2001 of (pound)8.3 million. The principal use of cash in fiscal 2002
was capital expenditure of (pound)1.1 million related primarily to the
completion of e-business systems at S.Com, but this was more than offset by
proceeds from capital disposals which raised (pound)2.3 million principally from
the sale and leaseback of the Company's freehold property. The principal use of
cash in fiscal 2001 was the payment of contingent consideration in respect of
prior year acquisitions amounting to (pound)6.1 million and the purchase of
property, plant and equipment amounting to (pound)2.4 million, principally
investment in information technology systems in the communications technology
and science businesses.

     The Company had no significant cash flows from financing activities in
fiscal 2002 or fiscal 2001 other than the repayment or assumption of short term
debt.

     On March 31, 2002 the Company had cash balances of (pound)5.6 million and
no short term debt compared to cash of (pound)1.7m and short term debt of
(pound)10.4m at March 31, 2001. The Company had available an undrawn line of
credit of up to (pound)2.25 million repayable on demand under a secured bank
overdraft facility on which interest is payable at the rate of 2.0% over base
rate and expires on September 30, 2002. The Company also had available an
undrawn confidential invoice discounting facility of (pound)2.8 million at 1.4%
over base rate. The terms of the facility require the Company to satisfy a
number of financial covenants one of which the Company had breached at March 31,
2002. The continued availability of this facility is therefore at the discretion
of the provider until such time as the Company remedies all breaches. Management
expects the Company's cash balances, facilities and borrowing capacity will be
sufficient to fund the Company's anticipated cash requirements for at least the
next twelve months. Cash requirements will principally comprise working capital
in the event that the Company resumes significant growth.

     Future minimum lease payments under scheduled capital and operating leases
that have initial or remaining noncancelable terms in excess of one year as of
March 31, 2002 are as follows:

<TABLE>
<CAPTION>
       Year ending March 31,                                                      Capital leases   Operating
                                                                                    (pound)'000      leases          Total
                                                                                                  (pound)'000      (pound)'000
<S>                                                                               <C>             <C>              <C>

       2003                                                                             153           688             841
       2004                                                                             153           526             679
       2005                                                                             153           369             522
       2006                                                                             153           160             313
       2007                                                                             153           126             279
       Thereafter                                                                     2,285           369           2,654

       Total minimum lease payments                                                   3,050         2,238           5,288
                                                                                      =====         =====           =====

</TABLE>

5.C. Research and Development, Patents and Licenses, etc.

     Not applicable.

5.D. Trend Information

     The results of the Company for the first quarter of fiscal 2003 were
released on July 25, 2002. Revenue was (pound)24.0 million, approximately even
with the fourth quarter of fiscal 2002, and net income was breakeven.

     Since the end of fiscal 2002, the economic uncertainty in the
telecommunications sector has remained with no signs of upturn in demand in the
UK and continental Europe and only early signs of improvements in the US.

                                       23
<PAGE>

Revenue in the Communications Technology Division therefore fell 3% against the
fourth quarter of fiscal 2002. In the Science Division, revenue was 5% up on the
fourth quarter with strong growth achieved in the UK laboratory staffing
business and in executive search with only the US clinical trials staffing
business lagging the fourth quarter. In Interim Management, revenue was 6% below
the fourth quarter but with business activity starting to return since the
dramatic fall off on the third quarter of fiscal 2002.


Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6.A. Directors and Senior Management

The Directors and Executive Officers of the Company are:

<TABLE>
<CAPTION>
Name                                                Age        Position

<S>                                                 <C>       <C>
Board of Directors
        Benjamin P. Blackden(4)(5)...........        57        Non-Executive Chairman
        Andrew R. Dixey(3)(4)(5).............        52        Chief Executive
        Jerry C. Benjamin(1)(2)(3)...........        62        Non-Executive Director
        John C. Maynard(1)(2)(4).............        70        Non-Executive Director
        Thomas I. Unterberg(1)...............        71        Non-Executive Director

Other Subsidiary Executive Officers
        Neil Candeland.......................        44        Managing Director, S.Com
        Neil Methold.........................        38        Managing Director, SRG and The Woolf Group
        Peter Woods..........................        54        Managing Director, Euromedica
        Patrique Habboo......................        40        Managing Director, PS Interim
</TABLE>
----------------
(1)  Member of the Audit Committee.
(2)  Member of the Remuneration Committee.
(3)  Member of the Compliance Committee.
(4)  Member of the Health & Safety Committee.
(5)  Member of the Nominations Committee.


Directors

     Benjamin P. Blackden was co-founder of the Company and was the Company's
Chief Executive until November 2000 and was appointed Chairman in January 1999.
Prior to joining the Company, Mr. Blackden was President of a New Jersey-based
subsidiary of Fisons Instruments, a scientific instrument manufacturer, and then
Director of P-E International's Temporary Executive Service, the original
provider of interim management in the United Kingdom. He previously held
director level appointments in Human Resources at Fisons Scientific Equipment
and Avdel Ltd., following an earlier career with GEC.

     Andrew R. Dixey was appointed to the board as Chief Executive Officer in
November 2000. Prior to this, Mr. Dixey was President, Chief Operating Officer
and a director of the Titanium Metals Corporation (NYSE-TIE) the world's largest
integrated producer of titanium metal. Earlier in his career he held various
senior executive positions in the GKN plc group of companies, a global
manufacturer of automotive components.

     Jerry C. Benjamin was a Non-Executive Director from the Company's founding
through October 1997, and was re-appointed to the Board in February 1998. Mr.
Benjamin is also Venture Capital Investment Director at Advent Venture Partners,
which he joined in 1988 where he is responsible for investments in the health
care and biotechnology sectors. From 1965 to 1988, Mr. Benjamin held a variety
of executive positions in Monsanto's chemical and health care businesses,
latterly as Director of Corporate Venture Capital.

     John C. Maynard OBE was appointed a Non-Executive Director in January 1996.
Dr. Maynard had a distinguished career at Amersham International (now Nycomed
Amersham) where he served as Director of Inorganic Research and
Radiopharmaceuticals, Group Research & Development and Operations Director and
subsequently, Chief Executive, Health Care Division. He retired from Amersham
International in December 1996.



                                       24
<PAGE>

     Thomas I. Unterberg was appointed to the Board of Directors as a
Non-Executive Director in June 2001. He is Chairman of C.E. Unterberg, Towbin,
an investment banking and research firm headquartered in New York.

Other subsidiary executive officers

     Neil Candeland was appointed Managing Director of S.Com on September 1,
2001 having previously served as S.Com's Group Finance Director since May 2001.
He has significant corporate experience in high technology industries in both
the UK and US.

     Neil Methold was appointed Managing Director of the Science Recruitment
Group on April 1, 2001 having previously served as General Manager and Finance
Director. He has 11 years experience in the recruitment industry and held
Divisional Finance Director positions at Michael Page Finance and Select
Appointments before joining SRG. He was appointed Managing Director of the The
Woolf Group on April 1, 2002.

     Dr. Peter Woods is Managing Director of Euromedica. A graduate in
Physiology and Biochemistry he qualified as a doctor at Westminster Medical
School. After practicing medicine for some years he began his business career at
Smith & Nephew and has had senior appointments at BZW in healthcare research, at
Fisons in corporate affairs and at Williams De Broe. He joined Euromedica in
January 1997.

     Patrique Habboo was appointed Managing Director of the Company's interim
management businesses on April 1, 2001. He previously served as a Client
Services Director for Praxis.

     None of the above persons has any family relationship with any other
director or any other executive officer of the Company and none of the above was
selected as a director by way of any arrangement or understanding with major
shareholders, customers, suppliers or other persons.

6.B. Compensation

     The Company paid its Board of Directors as a group (pound)929,122 for the
year ended March 31, 2002 of which (pound)83,500 represented pension
contributions and (pound)251,300 represented compensation for loss of office. An
amount of (pound)277,500 was paid to the highest-compensated director.

     The Company normally contributes to personal pension plans of executive
directors to a maximum of 10% of salary, so long as the director matches that
amount. In the year ended March 31, 2002, the Company also paid (pound)55,000 to
the personal pension plan of Benjamin P. Blackden. The Company does not provide
pension, retirement or similar benefits to any directors past or present.

6.C. Board Practices

     The following table states the period served in office by each director
from date of appointment through March 31, 2002:

         Name                        Period in Office

         Benjamin P. Blackden............    12 years
         Andrew R. Dixey.................      1 year
         Jerry C. Benjamin...............     4 years
         John C. Maynard.................     6 years
         Thomas I. Unterberg.............      1 year

     One third of directors retire by rotation at each annual general meeting
and are immediately eligible for reappointment at that meeting. Directors'
service contracts do not provide for any benefits upon termination of employment
other than normal notice period provisions.

Audit Committee

     The members of the Company's audit committee are Jerry C. Benjamin
(Chairman), Thomas I. Unterberg and John C. Maynard. The committee's purpose is
to provide the Board with additional assurance that the Company's financial
reporting is substantially accurate and presented in a timely and appropriate
manner, and to



                                       25
<PAGE>

ensure that the Board discharges its collective responsibilities with regard to
financial control and reporting in a satisfactory manner. In doing so the
committee will, among other things; confirm the appointment and remuneration of
the external auditor; agree changes in the Company's accounting and treasury
policies; monitor the Company's financial reporting process, internal control
systems and procedures; review the Company's earnings releases and reported
results prior to release on a quarterly and annual basis; meet with the external
auditors from time to time to review the results of their audit and to discuss
any management letter issues; follow-up the auditors' management letter to
ensure that recommended actions on internal control issues are implemented.

Remuneration Committee

     The members of the Company's remuneration committee are John C. Maynard
(Chairman), and Jerry C. Benjamin. The committee's purpose is to determine the
remuneration of the Executive Directors and other subsidiary Executive Officers,
to recommend to the Board the remuneration of the Non-Executive Directors and to
undertake such other duties as the Board shall request. In doing so the
Committee will, among other things; determine the remuneration of the Executive
Directors and other subsidiary Executive Officers in all its forms; agree
performance targets for any bonus programmes applicable to the Executive
Directors and other subsidiary Executive Officers and; oversee the operation of
the Company's share option schemes with particular reference to the granting of
options to all employees and others under the schemes and any changes proposed
to the rules of the schemes.


                                       26
<PAGE>


6.D. Employees

     The number of employees at the period end for the last three fiscal years
were as follows:
<TABLE>
<CAPTION>

                                                                      Fiscal Years Ended March 31,
                                                             Employed in the UK         Employed outside in the UK
                                                             ------------------         --------------------------
                                                        2002      2001       2000       2002       2001        2000
                                                        ----      ----       ----       ----       ----        ----
                                                         No.       No.        No.        No.        No.         No.
                                                         ---       ---        ---        ---        ---         ---

<S>                                                    <C>      <C>        <C>         <C>        <C>         <C>
        Communications technology services.....           87       152        128         24         51          33
        Science services.......................          107       108         93         35         25          24
        Interim management services............           24        30         22          -          -           -
        Other..................................            8        11         13          -          -           -
                                                           -      ----       ----          -          -           -
                                                         226       301        256         59         76          57
                                                         --- -     --- -      ---         --         --          --
</TABLE>

     None of the Company's employees is represented by a collective bargaining
agreement. The Company believes that its employee relations are good.

6.E. Share Ownership

The number of shares owned by the directors as of June 30, 2002 were as follows:

                                          Ordinary 2p Shares     % of Class

B P Blackden                                    801,500              9.2%
A R Dixey                                        69,000              0.8%
J C Benjamin                                          -                 -
J C Maynard                                       2,000              0.0%
T I Unterberg                                    40,000              0.5%

Options over the Company's Ordinary 2p Shares have been granted to directors as
follows:

<TABLE>
<CAPTION>
                                                                                               Date from
                            April 1,                             June 30,       Exercise           which      Date of
                                2001     Granted   Exercised         2002          Price     exercisable       expiry

<S>                         <C>          <C>       <C>           <C>          <C>             <C>            <C>
       B P Blackden           25,000           -           -       25,000       US$9.375        May 2000     May 2004
                              25,000           -           -       25,000      US$16.875        May 2001     May 2005
                              25,000           -           -       25,000       US$6.625        May 2002     May 2006

       A R Dixey               9,000           -           -        9,000        US$5.03       Nov. 2003    Nov. 2010
                             241,000           -           -      241,000       US$4.875       Oct. 2003    Oct. 2007
                                   -      90,000           -       90,000        US$2.71        May 2005     May 2009

       J C Benjamin           20,000           -           -       20,000      US$16.875        May 2001     May 2005
                              10,000           -           -       10,000       US$6.625        May 2002     May 2006

       J C Maynard            30,000           -           -       30,000    (pound)1.40       Feb. 1999    Feb. 2003

       T I Unterberg               -           -           -            -            N/a             N/a          N/a

</TABLE>
T I Unterberg is also a partner in C E Unterberg Towbin. Warrants to purchase
200,000 Ordinary 2p Shares at $6.25 on or before April 30, 2006 were granted to
C E Unterberg Towbin during the year.


Option Plans

     The Company has two employee share option plans, the Professional Staff
Employee Share Plan (the "1992 Approved Option Plan") and the 1996 Professional
Staff Company Share Option Plan (the "1996 Option Plan").



1992 Approved Option Plan



                                       27
<PAGE>

     All of the options under the 1992 Approved Option Plan were granted between
March 6, 1992 and April 26, 1996. The 1992 Approved Option Plan is approved by
the U.K. Inland Revenue.

     Options granted under the 1992 Approved Option Plan entitle participants to
subscribe for Ordinary Shares at an exercise price which is not less than the
market value of an Ordinary Share at the date of grant as determined by the
Board and agreed with the U.K. Inland Revenue. Options are non-transferable,
except in the case of death of a participant, in which case the personal
representatives are entitled to exercise such option within 12 months of the
participant's death. Options granted under the 1992 Approved Option Plan are
normally exercisable between three and ten years after the date of grant.
Options generally expire on the termination of employment of the participant
other than by reason of injury, disability, pregnancy, retirement or the sale of
the business or subsidiary for which the participant works. In those
circumstances the participant may exercise all options generally within a 6
month period after the third anniversary of the date of grant. If the
participant's employment terminates by reason of redundancy or resignation,
options may be exercised in accordance with a vesting schedule as follows.
Options lapse if the redundancy or resignation takes place within 12 months of
the date of grant. Thereafter, 25% of the Ordinary Shares under option may be
exercised if the redundancy or resignation occurs more than 12 but less than 13
months from the date of grant with an additional 3.125% becoming exercisable for
each complete month of employment over 13 but less than 36 months from the date
of grant. Exercise is allowed in the event of an amalgamation, re-construction
or takeover of the Company; alternatively, options may, with the agreement of
the acquiring company, be exchanged for options over shares in the acquiring
company or a company associated with the acquiring company. In the event of any
increase or variation in the issued ordinary share capital of the Company by way
of re-capitalization or otherwise, the number of Ordinary Shares subject to any
option and the price payable upon the exercise of any option may be adjusted by
the Board provided that the adjustment is fair and reasonable and subject to the
prior approval of the U.K. Inland Revenue.

1996 Option Plan

     The 1996 Option Plan comprises two parts, Part A, which has been approved
by the U.K. Inland Revenue and Part B, which, not being eligible, is not so
approved.

     Other than as set out below, the terms of Part A of the 1996 Option Plan
are in all material respects identical to those of the 1992 Approved Option
Plan. The market value of an Ordinary Share at the date of grant will generally
be the NASDAQ market value (as agreed with the U.K. Inland Revenue). Each
individual's participation will be limited so that the aggregate market value
(as at their relevant dates of grant) of Ordinary Shares under Part A of the
1996 Option Plan and under any other approved discretionary share plan
established by the Company (including the 1992 Approved Option Plan), in any ten
year period will not exceed (pound)30,000.

     The exercise of options granted under Part A of the Option Plan may be made
subject to the attainment of objective performance targets set by the
Compensation Committee of the Board of Directors at the date of grant linked to
the underlying performance of the Company.

     As to the exercise of options, the vesting schedule referred to above in
respect of the 1992 Approved Option Plan will apply to termination of employment
of the participant by reason of death, injury, disability, pregnancy,
redundancy, retirement, the sale of the business or subsidiary for which the
employee works or (at the discretion of the Compensation Committee) if the
employee ceases to be employed in any other circumstances. Options will lapse if
a participant ceases employment otherwise than in the circumstances referred to
above.

     Other than as set out below, the terms of Part B of the 1996 Option Plan
are in all material respects identical to those of Part A of the 1996 Option
Plan. If options are not exercised within seven years of their grant, they will
generally lapse.

Grants of Non-Approved Options

     In addition to the options granted under the 1992 Approved Option Plan and
options granted under the 1996 Option Plan, the Company granted certain
employees and directors non-approved options to purchase Ordinary Shares in the
Company by deed.



                                       28
<PAGE>

Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

     The following table sets forth information regarding the beneficial
ownership of shares as of June 30, 2002 by each person known by the Company to
own beneficially more than 5% of the outstanding shares and by all directors as
a group.

<TABLE>
<CAPTION>
Title of Class           Identity of Person or Group             Amount Owned               Percent of Class
--------------           ---------------------------             ------------               ----------------

<S>                      <C>                                     <C>                         <C>
Ordinary Shares          Benjamin P. Blackden                           801,500                         9.2%
Ordinary Shares          Michael A. Ashcroft                          1,615,400                        18.6%
Ordinary Shares          Board of Directors as a group                  912,500                        10.5%
</TABLE>

     The only significant change in percentage ownership known to the Company
during the past three years is the ownership of Michael A. Ashcroft.

     Major shareholders do not have any different voting rights.

     As far as known to the Company, the Company is not directly or indirectly
owned or controlled by another corporation or by any government nor are there
any arrangements which may result in a change of control of the Company.

7.B. Related Party Transactions

     In fiscal 2002, the Company paid C E Unterberg, Towbin, in which a director
of the Company, T I Unterberg, is a partner, (pound)69,000 for investment
banking services. The Company has not entered into any other related party
transactions in the last three fiscal years.

7.C  Interests of Experts and Counsel

     Not applicable.


Item 8. FINANCIAL INFORMATION

     8.A. Consolidated Statements and Other Financial Information


     8.A.1 See Item 18.


     8.A.2 See Item 18.


     8.A.3 See Report of Independent Accountants, page F-1.


     8.A.4 We have complied with this requirement.


     8.A.5 Not applicable.


     8.A.6 See Item 18.


     8.A.7 The Company may from time to time be involved in routine litigation
incidental to the conduct of its business. There is no material pending
litigation to which the Company is a party.



                                       29
<PAGE>

     8.A.8 Professional Staff has not paid dividends on its Ordinary Shares
since its incorporation in 1990. The Board of Directors does not currently
anticipate paying dividends in the foreseeable future. Management expects that
all available cash from operations will be used to meet the Company's projected
working capital and other expenditure requirements, including those related to
its expansion plans.

     Under English law, the Company may only pay dividends out of profits
available for that purpose. Cash dividends, if any, will be paid by the Company
in pounds sterling and converted by the Depositary into U.S. dollars, subject to
the terms of the Deposit Agreement. Holders of ADSs on the relevant record date
will receive their portion of any dividends or distributions paid on the
Ordinary Shares, subject to the terms of the Deposit Agreement. Exchange rate
fluctuations will affect the U.S. dollar amount received by holders of ADSs on
conversion by the Depositary of dividends paid in pounds sterling.

8.B. Significant Changes

     The Company's unaudited results for the first quarter of fiscal 2002 were
filed on Form 6-K on July 25, 2002.

Item 9. THE OFFER AND LISTING

9.A. Offer and Listing Details

     The following table shows, for the calendar periods indicated, the reported
highest and lowest middle market quotations for the Company's ADSs on the Nasdaq
National Market, based on the highest and lowest sales prices of the ADSs.

<TABLE>
<CAPTION>
                                                                                                    High      Low
                                                                                                     ($ per ADR)
<S>                                                                                              <C>        <C>
   Annual information for the past five years
   2001....................................................................................         6.06     2.00
   2000....................................................................................         8.18     4.00
   1999....................................................................................         8.75     5.00
   1998....................................................................................        19.50     6.38
   1997....................................................................................        18.25     8.25

   Quarterly information for the past two years
   2002
   Second Quarter..........................................................................         2.93     2.00
   First Quarter...........................................................................         2.65     2.00
     2001
   Fourth Quarter..........................................................................         2.91     2.01
   Third  Quarter..........................................................................         4.95     2.00
   Second Quarter..........................................................................         5.45     4.15
   First Quarter...........................................................................         6.06     4.13
   2000
   Fourth Quarter..........................................................................         5.94     4.75
   Third  Quarter..........................................................................         8.18     4.06


   Monthly information for most recent six months
   June 2002...............................................................................         2.55     2.00
   May 2002................................................................................         2.81     2.55
   April 2002..............................................................................         2.93     2.60
   March 2002..............................................................................         2.65     2.20
   February 2002...........................................................................         2.20     2.00
   January 2002............................................................................         2.40     2.01
</TABLE>

9.B. Plan of Distribution

     Not applicable.



                                       30
<PAGE>

9.C. Markets

     The Company's Ordinary Shares are traded in the form of American Depositary
Shares ("ADSs"), each ADS representing one Ordinary Share, on the Nasdaq
National Market under the symbol "PSTF". The ADSs are evidenced by American
Depositary Receipts ("ADRs") issued by The Bank of New York, as Depositary,
under a Deposit Agreement, dated as of June 8, 1996, among the Company, The Bank
of New York and the registered holders from time to time.

9.D. Selling Shareholders

     Not applicable.

9.E. Dilution

     Not applicable.

9.F. Expenses of the Issuer

     Not applicable.

Item 10. ADDITIONAL INFORMATION

10.A. Share Capital

     Not applicable.

10.B. Memorandum and Articles of Association

The principal terms of the Company's memorandum and articles of association are
as follows:

1.   Professional Staff plc is a company registered in England Number 2459997

2.   A Director shall not vote on, or be counted in the quorum in relation to,
any resolution of the Board or of a committee of the Board concerning any matter
in which he has, to his knowledge, directly or indirectly, an interest (other
than his interest in shares or debentures or other securities of the Company) or
duty which is material and which conflicts with the interests of the Company
and, if he shall do so, his vote shall not be counted. The Director in question
shall not be entitled to vote on and shall not be counted towards a quorum in
respect of a resolution to grant any option over shares in the Company to such
Director; and the following provisions shall be construed accordingly. A
Director shall be entitled to vote on and be counted in the quorum in respect
of any resolution concerning any of the following matters:-

-    the giving to him a of guarantee, security, or indemnity in respect of
     money lent to, or an obligation incurred by him at the request of, or, for
     the benefit of, the company or any of its subsidiaries;

-    the giving by the company to a third party of a guarantee, security or
     indemnity in respect of an obligation of the company or any of its
     subsidiaries for which the Director has assumed responsibility in whole or
     part and whether alone or jointly with others under a guarantee or
     indemnity or by the giving of security;

-    subject as aforesaid, his subscribing or agreeing to subscribe for any
     shares, debentures or other securities of the company or any of its
     subsidiaries, or by virtue of his being, or intending to become, a
     participant in the underwriting or sub-underwriting of an offer of any such
     shares, debentures or other securities by the Company or any of its
     subsidiaries, whether pursuant to an employee share option scheme or
     otherwise (provided that the granting of share options pursuant to an
     employee share option scheme or otherwise shall be dealt with and resolved
     by a remuneration committee to be established pursuant to article 109.2);

-    any contract concerning the adoption, modification or operation of a
     superannuation fund, retirement, death or disability benefit scheme or
     personal pension scheme which relates both to Directors and employees of
     the company or of any of its subsidiaries and which either: has been
     approved by or is subject to and conditional upon approval by the Board of
     Inland Revenue for taxation purposes; or which does not accord to any
     Director as such any privilege or advantage not accorded to the employees
     to which such fund or scheme relates



                                       31
<PAGE>

-    any contract for the benefit of employees of the Company or any of its
     subsidiaries under which he benefits in a similar manner as the employees
     and which does not accord to any Director as such any privilege or
     advantage not accorded to the employees to whom the contract relates; and
     any contract concerning any insurance which the Company is empowered to
     purchase and/or maintain for, or for the benefit of, any Directors of the
     Company or for persons who include Directors of the Company.

-    any contract concerning any other company (including any subsidiary of the
     Company), not being a company in which the director owns 1% or more (as
     defined below), in which he is interested, directly or indirectly, and
     whether as an officer, shareholder, creditor or otherwise;

-    A Director shall not vote on, or be counted in the quorum in relation to,
     any resolution concerning his own appointment, or the settlement or
     variation of the terms or the termination of his own appointment, as the
     holder of any office or place of profit with the Company or any company in
     which the Company is interested but, where proposals are under
     consideration concerning the appointment, or the settlement or variation of
     the terms or the termination of the appointment, of two or more Directors
     to offices or places of profit with the Company or any other company in
     which the Company is interested, a separate resolution may be put in
     relation to each Director and in that case each of the Directors concerned
     shall be entitled to vote on and be counted in the quorum in relation to
     each resolution which does not concern either (a) his own appointment or
     the settlement or variation of the terms or termination of his own
     appointment; or (b) the appointment of another Director to an office or
     place of profit with a company in which the Company is interested and in
     which the Director seeking to vote and be counted in the quorum is
     interested by virtue of a holding of 1% or more (as defined below).

     Each of the Directors shall be paid a fee for his services at a rate
determined by the Board from time to time provided that the aggregate of such
fees paid to all Directors (excluding any amounts payable under any other
provision of these articles) shall not exceed (pound)200,000 per annum or such
higher amount as the Company by ordinary resolution may determine from time to
time and such fee shall be deemed to accrue from day to day. Any Director who at
the request of the Directors performs special services or goes or resides abroad
for any purposes of the Company shall (unless the Company by ordinary resolution
determines otherwise) receive such extra remuneration by way of salary,
percentage of profits or otherwise as the Board may determine.

     The Board may exercise all the powers of the Company to borrow money and to
mortgage or charge all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company and, subject to the
Statutes, to issue debentures and other securities, whether outright or as
collateral security, for any debt, liability or obligation of the Company or of
any third party.

     At every annual general meeting one third of the Directors who are subject
to retirement by rotation or, if their number is not three or a multiple of
three, the number nearest to but less than one-third shall retire from office;
but, if there is only one Director who is subject to retirement by rotation, he
shall retire.

     The office of a Director shall be vacated forthwith and automatically if he
ceases to be a Director by virtue of any provision of the Statutes or he becomes
prohibited by law from being a director; or he becomes bankrupt or makes any
arrangement or composition with his creditors generally; or he is, or may be
suffering from mental disorder and either he becomes of unsound mind or a
patient for any purpose of any statute relating to mental health and the
Directors resolve that his office is related; or he is admitted to hospital in
pursuance of an application for admission for treatment under the Mental Health
Act 1983, or, in Scotland, an application for admission under the Mental Health
(Scotland) Act 1960, or an order is made by a court having jurisdiction (whether
in the United Kingdom or elsewhere) in matters concerning mental disorder for
his detention or for the appointment of a receiver, curator bonis or other
person to exercise powers with respect to his property or affairs; or he resigns
his office by notice delivered to the Office or tendered at a meeting of the
Board; or he shall for more than six consecutive months have been absent without
permission of the Directors from meetings of Directors held during that period
(whether or not an alternate Director appointed by him attends) and the
Directors resolve that his office be vacated; or his resignation is requested by
all other Directors (provided such other Directors are not fewer than two in
number) by notice delivered to the office or tendered at a meeting of the
Directors.

     No shareholding qualification for Directors shall be required.

3.   The authorised share capital of the company is (pound)480,000 divided into
24,000,000 Ordinary Shares of 2p each which shall constitute one class of shares
and shall rank equally in all respects in accordance with the articles.

     Subject to the provisions of the Statutes and without prejudice to any
rights attached to any existing shares, any share may be issued with such rights
or subject to such restrictions as the Company may by ordinary resolution

                                       32
<PAGE>

determine (or, in the absence of any such determination or in so far as any such
ordinary resolution does not make specific provision, as the Board may
determine).


4.  The rights attached to any class of shares may (unless otherwise provided by
the terms of issue of the shares of that class) be varied with the written
consent of the holders of three-fourths in nominal value of the issued shares of
that class, or with the sanction of an extraordinary resolution passed at a
separate meeting of the holders of the shares of that class and may be so varied
or abrogated either whilst the Company is a going concern or during or in
contemplation of a winding-up (but not otherwise). The provisions of the
Statutes and of the articles relating to general meetings shall mutatis mutandis
apply to any such separate meeting, except that:-

     (i)  the necessary quorum shall be at least two persons holding or
          representing by proxy not less than one-third in nominal amount of the
          issued shares of that class or, at any adjourned meeting of holders of
          shares of that class at which such a quorum is not present, shall be
          any such holder who is present in person or by proxy whatever the
          number of shares held by him;

     (ii) any holder of shares of that class present in person or by proxy may
          demand polls; and

    (iii) every holder of shares of that class shall on a poll have one vote in
          respect of every share of that class held by him.

     There is a disapplication of pre-emptive provisions allowed for.

5.   The board may call general meetings and, on the requisition of members
pursuant to the provisions of the Statutes, shall forthwith proceed to convene
an extraordinary general meeting for a date not later than four weeks after
receipt of the requisition. If there are not within the United Kingdom
sufficient Directors to call a general meeting, any Director or any member of
the company may call a general meeting.

     An annual general meeting and any extraordinary general meeting called for
the passing of a special resolution or a resolution of which special notice has
been given to the Company shall be called by at least twenty-one clear days'
notice. All other extraordinary general meetings shall be called by at least
fourteen clear days' notice but a general meeting may be called by shorter
notice if it is so agreed in the case of an annual general meeting, by all the
members entitled to attend and vote thereat; and in the case of any other
meeting by a majority in number of the members having a right to attend and vote
being a majority together holding not less than ninety-five per cent, in nominal
value of the shares giving that right.

     The notice shall specify the day, time and place of the meeting and the
general nature of the business to be transacted and, in the case of an annual
general meeting, shall specify the meeting as such. If any resolution is to be
proposed as an extraordinary resolution or special resolution the notice must
contain a statement to that effect. There must appear with reasonable prominence
a statement that a member entitled to attend and vote is entitled to appoint a
proxy or proxies to attend, and, on a poll, vote instead of him and that a proxy
need not be a member of the Company.

6.   The articles of the company or other constituent document of the company do
not impose any limitations on the rights to own securities, including the rights
of non-resident or foreign shareholders to hold or exercise voting rights on the
securities.

7.   None

8.   None

9.   None

10.  None


10.C. Material Contracts

     The Company has not entered into any material contracts in the two years
immediately preceding the date hereof other than in the ordinary course of
business.



                                       33
<PAGE>

10.D. Exchange Controls

     There are currently no U.K. foreign exchange control restrictions on the
payment of dividends on Ordinary Shares or on the conduct of the Company's
operations. There are currently no limitations on grounds of nationality imposed
by English law or by the Company's Articles of Association on the rights of
non-U.K. holders of Ordinary Shares to hold, own or vote such securities.

10.E. Taxation

     The following discussion summarizes the material U.K. tax consequences and
U.S. federal income tax consequences of the ownership and disposition of
Ordinary Shares represented by ADSs evidenced by ADRs by a beneficial owner of
ADSs that is (i) a citizen or individual resident of the United States, (ii) a
corporation organized under the laws of the United States or any state thereof
or the District of Columbia or (iii) otherwise subject to U.S. federal income
tax on a net income basis in respect of the Ordinary Shares or ADSs (a "U.S.
Holder"). This summary applies only to U.S. Holders who will hold ADSs as
capital assets. This summary is based (i) upon current U.K. tax law and U.S.
law, and U.K. Inland Revenue and U.S. Internal Revenue Service practice, (ii)
upon the United Kingdom-United States Income Tax Convention as in effect on the
date of this Annual Report (the "Treaty") and the United Kingdom-United States
Convention relating to estate and gift taxes as in effect on the date of this
Annual Report (the "Estate Tax Treaty"), and (iii) in part upon representations
of the Depositary and assumes that each obligation provided for in or otherwise
contemplated by the Deposit Agreement and any related agreement will be
performed in accordance with their respective terms.

     The following summary of certain U.S. federal income tax considerations
does not address all of the tax consequences to certain categories of U.S.
Holders who may be subject to special rules (such as United States expatriates,
insurance companies, regulated investment companies, tax-exempt organizations,
financial institutions, persons subject to the alternative minimum tax,
securities brokers-dealers, U.S. Holders who hold ADSs as part of hedging or
conversion transactions or U.S. Holders who own directly, indirectly or by
attribution 10% or more of the voting power of the Company) and U.S. Holders
whose functional currency for U.S. tax purposes is not the United States dollar.
In addition, the following summary of certain U.K. tax considerations does not
address the tax consequences to a U.S. Holder (i) that is resident (or, in the
case of an individual, ordinarily resident) in the United Kingdom for U.K. tax
purposes, (ii) whose holding of ADSs is effectively connected with a permanent
establishment in the United Kingdom through which such U.S. Holder carries on
business activities or, in the case of an individual who performs independent
personal services, with a fixed base situated therein, or (iii) that is a
corporation which alone or together with one or more associated corporations,
controls directly or indirectly, 10% or more of the Company.

     Holders of Ordinary Shares or ADSs should consult their own tax advisors as
to the consequences under foreign, U.S. state and local, and other laws, of the
ownership and disposition of ADSs. For U.S. federal income tax purposes, U.S.
Holders of ADSs will be treated as owners of the underlying Ordinary Shares
attributable thereto and this discussion of U.S. federal income tax consequences
to U.S. Holders of ADSs applies as well to U.S. Holders of Ordinary Shares.

     U.S. Holders should be aware that the United States and the United Kingdom
signed a new convention on July 24, 2001 (the "New Convention"), the provisions
of which will only enter in force when and if the New Convention has completed
its passage through the U.K. Parliament and the U.S. senate and has been
ratified by both governments. Certain issues regarding the New Convention are
being discussed currently in further consultations between the U.K and U.S tax
authorities. If the New Convention becomes effective in its current form, the
rules regarding U.K. tax credits and corresponding U.S federal income tax
gross-ups will change, among others. You should consult your own tax advisor
concerning the potential application of the New Convention.



                                       34
<PAGE>

Certain United Kingdom Tax Considerations

Taxation of Dividends

     The taxation treatment of dividends paid in respect of the ADSs will depend
upon the law and practice in force at the time dividends are paid. The following
summary is based upon current law and practice, which may change by the time
that any dividends become payable.

     The UK Government announced changes to the taxation of dividends which
affect the position of shareholders in respect of dividends paid on or after
April 6, 1999. With effect from this date, UK companies are not required to
account for advance corporation tax when a dividend is paid. The rate of tax
credits is halved to 10 per cent and tax credits are no longer payable to
shareholders with no tax liability. Individual UK resident shareholders whose
income is within the lower or basic rate tax bands are liable to tax at 10 per
cent and the tax credit will satisfy their tax liability. Individual UK resident
shareholders whose income is subject to income tax at the higher rate are liable
to tax at 32.5 per cent.

     Under the Treaty, a US investor is entitled to receive from the U.K. Inland
Revenue, in addition to any dividend, the tax credit, subject to a UK
withholding tax equal to 15 per cent of the gross dividend. However, because the
15% UK withholding tax currently exceeds the tax credit amount (which is equal
to one-ninth of the dividend), a US investor will not receive any treaty payment
from the U.K. Inland Revenue.

     Under the terms of the Treaty, US resident individuals and corporations
controlling less than 10% of the voting stock of the Company are technically
entitled to a refund from the U.K. Inland Revenue calculated by reference to the
amount of the tax credit available to a UK individual. However, the reduction in
the value of the tax credit on dividends paid to UK individuals to one-ninth of
the dividend from 6 April 1999 means that no refunds will be made to US
stockholders holding less than 10% of the Company's voting stock.

     U.S. Holders who are not resident or ordinarily resident for tax purposes
in the United Kingdom and have no other source of U.K. income are not required
to file a U.K. income tax return.

Taxation of Capital Gains

     U.S. Holders who are not resident or ordinarily resident for tax purposes
in the United Kingdom will not be liable for U.K. tax on capital gains realized
on the disposal of their ADSs unless such ADSs are used, held or acquired for
the purposes of a trade, profession or vocation carried on in the United Kingdom
through a branch or agency.

     The surrender of ADSs in exchange for Shares will not be a taxable event
for the purposes of U.K. corporation tax or U.K. capital gains tax. Accordingly,
U.S. Holders will not recognize any gain or loss for such purposes upon such
surrender.

     A US Holder who becomes resident in the United Kingdom after a period of
"temporary" non-residence (of up to five tax years) following an earlier period
of residence in the United Kingdom will be liable to capital gains tax.

Inheritance and Gift Taxes

     An individual who is domiciled in the United States for the purposes of the
Estate Tax Treaty and who is not a national of the United Kingdom for the
purposes of the Estate Tax Treaty will generally not be subject to U.K.
inheritance tax in respect of the ADSs on the individual's death or on a gift of
the ADSs during the individual's lifetime provided that any applicable U.S.
federal gift or estate tax liability is paid, unless the ADSs are part of the
business property of a permanent establishment of an enterprise of the
individual in the United Kingdom or pertain to a fixed base in the United
Kingdom of the individual used for the performance of independent personal
services. Where the ADSs have been placed in trust by a settlor who, at time of
settlement, was a U.S. Holder, the ADSs will generally not be subject to U.K.
inheritance tax unless the settlor, at the time of settlement, was not domiciled
in the United States and was a U.K. national. In the exceptional case where the
ADSs are subject both to U.K. inheritance tax and to U.S. federal gift or estate
tax, the Estate Tax Treaty generally provides for the tax paid in the United
Kingdom to be credited against tax paid in the United States or for tax paid in
the United States to be credited against tax payable in the United Kingdom based
on priority rules set out in that Treaty.



                                       35
<PAGE>

U.K. Stamp Duty and Stamp Duty Reserve Tax

     A transfer for value of the Shares will generally be subject to U.K. ad
valorem stamp duty, normally at the rate of 50p per (pound)100 (or part thereof)
of the amount or value of the consideration given for the transfer irrespective
of the identity of the parties to the transfer and the place of execution of any
instrument of transfer. Stamp duty is normally a liability of the purchaser.

     An agreement to transfer Shares for money or money's worth will normally
give rise to a charge to stamp duty reserve tax ("SDRT") at the rate of 0.5% of
the amount or value of the consideration for the Shares unless an instrument of
transfer of the Shares is executed in pursuance of the agreement and is duly
stamped. SDRT is in general payable by the purchaser.

     A stamp duty charge at the higher rate of (pound)1.50 per (pound)100 (or
part thereof) or, in the case of SDRT, a charge at the higher rate of 1.5% of
the amount or value of the consideration, or in some circumstances, the value of
the Shares, may arise on a transfer or issue of the Shares (i) to, or to a
nominee for, a person whose business is or includes the provision of clearance
services or (ii) to, or to a nominee or agent for, a person whose business is or
includes issuing depositary receipts. Under the U.K. Finance Act 1996, as from
July 1, 1996, an option has been introduced whereby clearance services may opt,
under certain conditions, for the normal rates of SDRT to apply to a transfer of
shares into, and to transactions within, the service instead of the higher rate
applying to an issue or transfer of shares into the clearance service. From
March 9, 1999, where securities are held by persons providing clearance
services, but whose business is not exclusively that of providing such services,
agreements to transfer securities held in this way are exempt from the principal
charge to SDRT.

     In accordance with the terms of the Deposit Agreement, (i) the Company will
pay all U.K. stamp duty or SDRT charges that arise as a result of the initial
deposit by the Company of Shares with the Depositary pursuant to the Offering
(ii) the Selling Shareholders will pay all U.K. stamp duty or SDRT charges that
arise as a result of the initial deposit by the Selling Shareholders with the
Depositary pursuant to the Offering and (iii) any tax or duty payable by the
Depositary or the Custodian of the Depositary on any subsequent deposit of
Shares will be charged by the Depositary to the holder of the ADS or any
deposited security represented by the ADS.

     No U.K. stamp duty will be payable on the acquisition or transfer of an ADS
evidenced by an ADR or of beneficial ownership of an ADS, provided that any
instrument of transfer or written agreement to transfer remains at all times
outside the United Kingdom, and provided further that any instrument of transfer
or written agreement to transfer is not executed in the United Kingdom and the
transfer does not relate to any matter or thing done or to be done in the United
Kingdom. An agreement for the transfer of an ADR or the beneficial ownership of
an ADR will not give rise to a liability to SDRT. The UK Chancellor of the
Exchequer announced on March 9, 1999 that with effect from October 1, 1999
interest will be charged on duty that is not paid within 30 days of execution of
a transfer of securities subject to stamp duty, wherever execution takes place.
Interest paid will not be allowable as a deduction in computing profits and
losses for tax purposes. Penalties will also apply to document submitted for
stamping more than 30 days after the document was executed. For document
executed outside the UK, penalties will apply to documents not submitted for
stamping within 30 days after they are first brought into the UK.

     Any transfer for value of the underlying Shares represented by ADSs
evidenced by ADRs, may give rise to a liability to U.K. stamp duty or SDRT. The
amount of U.K. stamp duty or SDRT payable is generally calculated at the
applicable rate on the consideration for the transfer of the Shares at the rate
of 50p per (pound)100 (or part thereof), or in the case of SDRT, at the rate of
0.5% of the amount or value of the consideration; however, on a transfer from
the Custodian of the Depositary to a holder of an ADS upon cancellation of the
ADS, only a fixed U.K. stamp duty of 50p per instrument of transfer will be
payable.

Certain United States Federal Income Tax Considerations

Taxation of Dividends

     The gross amount of distributions made with respect to ADSs (including the
full amount of the related tax credit and unreduced by any U.K. withholding
taxes) will constitute dividends for U.S. federal income tax purposes to the
extent paid out of current or accumulated earnings and profits of the Company as
determined for U.S. federal income tax purposes. To the extent that a
distribution exceeds the earnings and profits of the Company, it will be treated
as a nontaxable return of capital to the extent of the U.S. Holder's adjusted
tax basis in the ADS and thereafter as a capital gain. Dividends paid by the
Company generally will be treated as foreign source dividend


                                       36
<PAGE>

income and will not be eligible for the dividends received deduction allowed to
corporate shareholders under the U.S. Internal Revenue Code.

     The amount of any distribution will equal the fair market value in U.S.
dollars of the pounds sterling (or other foreign currency) or other property
received on the date received by the U.S. Holder, in the case of Ordinary
Shares, or received by the Depositary, in the case of ADSs, which, in the case
of a distribution paid in pounds (or other foreign currency) will be based on
the spot exchange rate on such date. A U.S. holder will have a basis in any
pounds sterling (or other foreign currency) distributed, for U.S. federal income
tax purposes, equal to the dollar value of pounds sterling (or other foreign
currency) on the date received by the U.S. Holder, in the case of Ordinary
Shares, or received by the Depositary, in the case of ADSs. Any gain or loss
recognized upon a subsequent disposition of pounds sterling (or other foreign
currency) will generally be ordinary income or loss.

     Subject to certain complex limitations and only to the extent of the
related tax credit amount, the 15% U.K. withholding tax will be treated for U.S.
tax purposes as a foreign tax that may be claimed as a foreign tax credit
against the U.S. federal income tax liability of the U.S. Holder. Dividends
distributed by the Company will generally be categorized as "passive income" or,
in the case of certain holders, as "financial services income," for purposes of
computing allowable foreign tax credits for U.S. tax purposes. The rules
relating to the determination of the foreign tax credit are complex and U.S.
Holders should consult their tax advisors to determine whether and to what
extent a credit would be available. In lieu of claiming a credit, a U.S. Holder
that does not claim any foreign tax credits may claim a deduction for foreign
taxes paid in the taxable year. A deduction does not reduce U.S. tax on a dollar
for dollar basis like a tax credit. The deduction, however, is not subject to
the limitations described above.

Taxation of Capital Gains

     A U.S. Holder will, upon the sale or exchange of an ADS, recognize a gain
or a loss for U.S. federal income tax purposes in an amount equal to the
difference between the amount realized and the U.S. Holder's adjusted tax basis
in the ADS. Such gain or loss will be a capital gain or loss if the ADS was a
capital asset in the hands of the U.S. Holder. Such gain or loss will generally
be treated as U.S. source gain or loss. In the case of a U.S. Holder who is an
individual, capital gains will generally be subject to U.S. federal income tax
at preferential rates if specified minimum holding periods are met. The
deduction of capital losses is subject to significant limitations.

     The surrender of ADSs in exchange for Shares will not be a taxable event
for U.S. federal income tax purposes. Accordingly, U.S. Holders will not
recognize any gain or loss upon such surrender.

Passive Foreign Investment Company ("PFIC")

     The Company currently does not believe it is a PFIC for U.S. federal income
tax purposes. However, that is a matter which must be determined annually as of
the close of each fiscal year and therefore is subject to change. If the Company
were to become a PFIC, the tax treatment of U.S. holders would change
materially. U.S. holders are urged to consult their tax advisers regarding
possible consequences of PFIC status.

United States Information Reporting and Backup Withholding

     Dividend payments with respect to ADSs and proceeds from the sale, exchange
or redemption of ADSs may be subject to information reporting to the IRS and
possible U.S. backup withholding at a current rate of 30%. Backup withholding
will not apply, however, to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes any other
required certification or who is otherwise exempt from backup withholding.
Persons required to establish their exempt status generally must provide such
certification on IRS Form W-9 (Request for Taxpayer Identification Number and
Certification) in the case of U.S. persons and on IRS Form W-8 BEN (Certificate
of Foreign Status of Beneficial Owner) in the case of non-U.S. persons.

     Amounts withheld as backup withholding may be credited against a holder's
U.S. federal income tax liability, and a holder may obtain a refund of any
excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the IRS and furnishing any required
information. U.S. Holders of Ordinary Shares or ADSs should consult their tax
advisors regarding the application of the backup withholding and information
reporting rules.



                                       37
<PAGE>

10.F Dividends and paying agents

     Not applicable.

10.G Statement by experts

     Not applicable.

10.H Documents on display

     The documents referred to in this report can be read at the U.S. Securities
and Exchange Commission's public reference facilities at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.

10.I Subsidiary Information

     Not applicable.

Item 11.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to certain market risks arising from transactions in
the normal course of business, principally risks associated with interest rate
and foreign currency fluctuations. The Company is exposed to interest rate risk
on its cash or short term debt and to foreign currency risk from the translation
of foreign operations into Sterling and on foreign currency working capital. The
Company's interest rate and currency profile of financial liabilities and assets
was as follows:

<TABLE>
<CAPTION>
       At March 31,                                                                             2002          2001
                                                                                            (pound)'000   (pound)'000
<S>                                                                                         <C>           <C>
       Floating rate financial liabilities
         Currency
           Sterling                                                                                   -        1,092
           US$                                                                                    3,505        5,257
           Euro                                                                                     541        4,001

                                                                                                  4,046       10,350
           less offsettable Sterling financial assets                                            (4,046)           -

       Gross financial liabilities                                                                    -       10,350
                                                                                                  ======      ======
</TABLE>

     Financial liabilities comprise bank overdrafts and amounts due under
confidential invoice discounting arrangements. Interest on floating rate
liabilities is based on the relevant national bank base rate. Interest rate
risks on these liabilities are not hedged.

<TABLE>
<CAPTION>
       At March 31,                                                                             2002          2001
                                                                                            (pound)'000   (pound)'000
<S>                                                                                         <C>           <C>
       Non-interest bearing financial assets
         Currency
           Sterling                                                                               8,291            -
           US$                                                                                      742        1,227
           Euro                                                                                     620          443
                                                                                                  -----        -----
                                                                                                  9,653        1,670
           less offsettable US$ and Euro financial liabilities                                   (4,046)           -
                                                                                                  -----        -----
       Gross financial assets                                                                     5,607        1,670
                                                                                                  =====        =====
</TABLE>

     Financial assets comprise cash at bank and in hand. Non-interest bearing
assets are fully liquid and have no maturity period.

     The Company's net interest expense, being based upon floating base rates,
is sensitive to variations in those rates. An increase or decrease in base rates
would have a proportionate affect on the Company's net interest expense.


                                       38
<PAGE>




Item 12.   DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.


                                     PART II

Item 13.   DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.


Item 14.   MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
           PROCEEDS

None.

                                    PART III

Item 15.   [RESERVED]


Item 16.   [RESERVED]


                                     PART IV

Item 17.   FINANCIAL STATEMENTS

Not applicable.


Item 18.   FINANCIAL STATEMENTS

     The following financial statements together with the report of Deloitte &
Touche thereon are filed as part of this Annual Report:

         Report of Independent Auditors ...................................F1
         Consolidated Statements of Income and Comprehensive Income .......F3
         Consolidated Balance Sheets ......................................F4
         Consolidated Statements of Shareholders' Equity ..................F5
         Consolidated Statements of Cash Flows ............................F6
         Notes to the Financial Statements.................................F8


Item 19.   EXHIBITS

     1.   The articles of incorporation, or association, and by-laws, or
          comparable instruments, as currently in effect.

     2.   Deposit Agreement.

     3.   Not applicable.



                                       39
<PAGE>

     4.   Not applicable.

     5.   Not applicable.

     6.   See notes to the consolidated financial statements.

     7.   Not applicable.

     8.   See Item 4C.

     9.   Not applicable.

     10.  Certificate concerning compliance of this Annual Report with the
          requirements of Section 13(a) of the Securities and Exchange Act of
          1934 and the presentation of the financial condition and results of
          operations of Professional Staff plc.


                                       40
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities and Exchange
Act 1934, the registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and has duly caused and authorized the undersigned to
sign this Annual Report on its behalf.




                                      PROFESSIONAL STAFF PLC




                                      By:    /s/ Andrew Dixey
                                         --------------------------------------
                                            Andrew Dixey
                                            Chief Executive Officer






Date:  July 31, 2002


<PAGE>


PROFESSIONAL STAFF PLC


Consolidated Financial Statements for the
years ended March 31, 2002, 2001 and 2000
and Report of Independent Accountants









<PAGE>

CONTENTS                                                           Page





Report of independent accountants                                     1



Consolidated statements of income and comprehensive income            3



Consolidated balance sheets                                           4



Consolidated statements of shareholders' equity                       5



Consolidated statements of cash flows                                 6



Notes to consolidated financial statements                            8




<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS



The Board of Directors and Shareholders of

Professional Staff plc
Slough, England



We have audited the accompanying consolidated balance sheet of Professional
Staff plc and subsidiaries (the "Company") as of March 31, 2002, and the related
consolidated statements of income, comprehensive income, shareholders' equity
and cash flows for the year ended March 31, 2002. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 2002, and
the results of its operations and cash flows for the year ended March 31, 2002
in conformity with accounting principles generally accepted in the United States
of America.



PricewaterhouseCoopers

Chartered Accountants
London
England

July 15, 2002


                                                                              1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS



The Board of Directors and Shareholders of

Professional Staff plc
Slough, England



We have audited the accompanying consolidated balance sheet of Professional
Staff plc and subsidiaries (the "Company") as of March 31, 2001, and the related
consolidated statements of income, comprehensive income, shareholders' equity
and cash flows for each of the two years in the period ended March 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 2001, and
the results of its operations and cash flows for each of the two years in the
period ended March 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.



Deloitte & Touche

Chartered Accountants
Bracknell
England

June 22, 2001


                                                                              2
<PAGE>



<TABLE>
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Years ended March 31, 2002, 2001 and 2000
<CAPTION>

                                                                Note                   2002           2001            2000
                                                                                (pound)'000    (pound)'000     (pound)'000

<S>                                                                              <C>            <C>            <C>
Revenue                                                                             116,101        146,656        120,410

Direct cost of revenue                                                               90,501        111,686         91,766
                                                                                    -------        -------        -------
Gross profit                                                                         25,600         34,970         28,644

Selling, general and administrative expenses                                         25,798         29,745         21,260

Depreciation of property, plant & equipment                                           1,516          1,540          1,273

Amortization of goodwill                                                              1,210          1,145          1,008

Impairment of goodwill                                            10                  8,750              -              -
                                                                                    -------        -------        -------
Operating (loss) / income                                                           (11,674)         2,540          5,103

Other income / (expense)
  Interest and other income                                        8                    128            446             35
  Interest and other expense                                       8                   (891)        (1,122)          (684)
                                                                                    -------        -------        -------
(Loss) / income before income taxes                                                 (12,437)         1,864          4,454

Provision for income taxes                                         5                   (512)         1,115          1,561
                                                                                    -------        -------        -------

Net (loss) / income                                                                 (11,925)           749          2,893
                                                                                    =======        =======        =======

Earnings Per Share Data                                            2

Basic (loss) / earnings per share                                                   ((pound)1.37)   (pound)0.09    (pound)0.34
No. of shares used in computation (`000)                                              8,700          8,672          8,577
                                                                                    =======         ======         ======
Diluted (loss) / earnings per share                                                 ((pound)1.37)   (pound)0.08    (pound)0.33
No. of shares used in computation (`000)                                              8,700          8,911          8,842
                                                                                    =======         ======          =====



COMPREHENSIVE INCOME                                                            (pound)'000    (pound)'000    (pound)'000

  Net (loss) / income                                                               (11,925)           749          2,893
  Foreign currency translation adjustment                                               (35)           374            (16)
                                                                                    -------        -------        -------

  Comprehensive income                                                              (11,960)         1,123          2,877
                                                                                    =======        =======        =======

</TABLE>

See notes to consolidated financial statements.

                                                                               3
<PAGE>

<TABLE>
CONSOLIDATED BALANCE SHEETS
March 31, 2002 and 2001

<CAPTION>
                                                                       Note                       2002            2001
                                                                                               (pound)'000    (pound)'000
<S>                                                                    <C>                     <C>            <C>
ASSETS

Current assets
  Cash and cash equivalents                                                                       5,607        1,670
  Accounts receivable (net of allowance for doubtful
  debts of(pound)508,000 in 2002 and(pound)1,664,000 in 2001)                                    10,770       24,969
  Unbilled accounts receivable                                            1                       3,458        8,633
  Prepaid expenses                                                                                  363          934
  Other receivables                                                                                 359          514
  Income taxes                                                                                      439            -
  Deferred income taxes                                                   5                         410          250
                                                                                                 ------       ------
Total current assets                                                                             21,406       36,970

Property and equipment, net                                               3                       3,451        4,543
Goodwill (net of accumulated amortization of
  (pound)3,931,000 in 2002 and(pound)2,721,000 in 2001)                                          23,680       33,461
Other assets                                                                                          3            3
                                                                                                 ------       ------
TOTAL ASSETS                                                                                     48,540       74,977
                                                                                                 ======       ======
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Bank overdraft                                                          7                           -       10,350
  Accounts payable                                                                                1,563        2,807
  Accrued cost of services                                                                        2,682        6,197
  Accrued liabilities                                                                             2,302        2,614
  Income tax payable                                                                                  -          105
  Sales and payroll taxes                                                                         2,022        2,457
  Short term portion of capital lease
  obligation                                                              7                          45            -
                                                                                                 ------       ------

Total current liabilities                                                                         8,614       24,530

Long term liabilities
  Long term portion of capital lease obligation                           7                       1,662            -
  Deferred income taxes                                                   5                           -          160
                                                                                                 ------       ------
TOTAL LIABILITIES                                                                                10,276       24,690
                                                                                                 ------       ------
Commitments and contingencies                                                                         -          100
                                                                                                 ------       ------
Shareholders' equity
  Ordinary shares, 2p par value:
  Authorised shares - 24,000,000 in 2002 and 2001
  Issued & outstanding shares - 8,708,131 in 2002 and 8,678,131 in 2001                             174          173
  Additional paid-in capital                                                                     37,896       37,860
  Cumulative translation adjustments                                                                323          358
  Retained earnings                                                                                (129)      11,796
                                                                                                 ------       ------
Total shareholders' equity                                                                       38,264       50,187
                                                                                                 ------       ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                       48,540       74,977
                                                                                                 ======       ======
</TABLE>

See notes to consolidated financial statements.


                                                                               4
<PAGE>

<TABLE>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>

                                                                            Additional    Cumulative
                                                Ordinary        Ordinary      paid-in     translation    Retained
                                                   shares        shares       capital     adjustment     earnings      Total
                                                 No.'000      (pound)'000   (pound)'000   (pound)'000  (pound)'000  (pound)'000
<S>                                             <C>           <C>           <C>           <C>          <C>           <C>

 BALANCE AT APRIL 1, 1999                          8,496          170        37,706             -         8,177       46,053
 Ordinary share options exercised                    126            2            93             -             -           95
 Ordinary shares repurchased                           -            -             -             -           (23)         (23)
 Foreign currency translation adjustment               -            -             -           (16)            -          (16)
 Net income                                            -            -             -             -         2,893        2,893
                                                   -----        -----        ------         -----       -------       ------
 BALANCE AT MARCH 31, 2000                         8,622          172        37,799           (16)       11,047       49,002
 Ordinary share options exercised                     56            1            61             -             -           62
 Foreign currency translation adjustment               -            -             -           374             -          374
 Net income                                            -            -             -             -           749          749
                                                   -----        -----        ------         -----       -------       ------
 BALANCE AT MARCH 31, 2001                         8,678          173        37,860           358        11,796       50,187
 Ordinary share options exercised                     30            1            36             -             -           37
 Foreign currency translation adjustment               -            -             -           (35)            -          (35)
 Net loss                                              -            -             -             -       (11,925)     (11,925)
                                                   -----        -----        ------         -----       -------       ------
 BALANCE AT MARCH 31, 2002                         8,708          174        37,896           323          (129)      38,264
                                                   =====        =====        ======         =====       =======       ======

</TABLE>

See notes to consolidated financial statements.


                                                                               5
<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended March 31, 2002, 2001 and 2000

<CAPTION>
                                                                                2002              2001         2000
                                                                            (pound)'000       (pound)'000   (pound)'000
<S>                                                                               <C>            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) / income                                                               (11,925)          749         2,893
Adjustments to reconcile net income to net cash from / (used for)
  operating activities:
Depreciation of property, plant & equipment                                         1,516         1,540         1,273
Amortisation of goodwill                                                            1,210         1,145         1,008
Impairment of goodwill                                                              8,750             -             -
Loss / (profit) on disposal of property and equipment                                  47            13           (40)
Bad debt expense                                                                      434         1,189           207
Changes in assets and liabilities, net of effects of acquisitions
  Accounts receivable                                                              13,765        (2,180)        2,410
  Unbilled accounts receivable                                                      5,175        (7,465)          986
  Prepaid expenses                                                                    571          (435)           38
  Other receivables                                                                   155           455        (1,263)
  Accounts payable                                                                 (1,244)       (1,113)        1,281
  Accrued cost of services                                                         (3,515)        6,197             -
  Accrued liabilities                                                                (310)         (901)       (2,852)
  Deferred income taxes                                                              (320)          (91)            -
  Income taxes payable                                                               (544)         (792)       (1,360)
  Other sales and payroll taxes                                                      (435)          615          (161)
                                                                                   ------        ------        ------
Net cash from / (used for) operating activities                                    13,330        (1,074)        4,420
                                                                                   ------        ------        ------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment                                          (1,114)       (2,397)       (2,203)
Proceeds from sale of property and equipment                                        2,346           446           233
Acquisition of businesses, net of cash acquired                                      (307)       (6,382)       (3,781)
                                                                                   ------        ------        ------
Net cash from / (used for) investing activities                                       925        (8,333)       (5,751)
                                                                                   ------        ------        ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) / increase in bank credit facilities                               (10,350)       10,036           314
Ordinary share options exercised                                                       37            62            95
Repurchase of ordinary shares                                                           -             -           (23)
Payments under capital lease obligations                                                -          (109)          (55)
                                                                                   ------        ------        ------
Net cash (used for) / from financing activities                                   (10,313)        9,989           331
                                                                                   ------        ------        ------

Effect of exchange differences on cash                                                 (5)           50             6
                                                                                   ------        ------        ------

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS                              3,937           632          (994)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                        1,670         1,038         2,032
                                                                                   ------        ------        ------
CASH AND CASH EQUIVALENTS, END OF YEAR                                              5,607         1,670         1,038
                                                                                   ======        ======        ======
</TABLE>


See notes to consolidated financial statements.


                                                                              6
<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended March 31, 2002, 2001 and 2000

<TABLE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION                             2002           2001          2000
                                   (pound)'000    (pound)'000   (pound)'000
<S>                                <C>            <C>            <C>

Interest paid                            543          388           114
                                       =====        =====         =====
Income taxes paid                        377        1,998         2,921
                                       =====        =====         =====
</TABLE>

Included in Cash flows from investing activities are payments totalling
(pound)307,000 (2001 payments of (pound)6,093,000 and 2000 payments of
(pound)3,496,000) made in respect of acquisitions completed in prior years.

                                                                               7
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000

1.   BASIS FOR PRESENTATION OF THE FINANCIAL STATEMENTS AND SIGNIFICANT
     ACCOUNTING POLICIES

     BASIS OF PRESENTATION OF THE FINANCIAL STATEMENTS

     Nature of business

     Professional Staff plc and its subsidiaries (the 'Company') primarily
     operate in the communications technology, science and interim management
     sectors of the temporary staffing and recruitment industries in the United
     Kingdom, United States of America and Continental Europe.

     Basis for consolidation

     The consolidated financial statements include the financial statements of
     Professional Staff plc and all of its subsidiaries. Professional Staff plc
     and its major subsidiaries are incorporated in Great Britain except for The
     Woolf Group, Inc. and S.Com, Inc. which are incorporated in the United
     States of America, S.Com Computer Systems Engineers GmbH and Euromedica
     Executive Search GmbH which are incorporated in Germany and Euromedica SARL
     which is incorporated in France. All significant intercompany transactions,
     profits and balances have been eliminated on consolidation.

     For foreign subsidiaries, the local foreign currency is the functional
     currency. Assets and liabilities are translated at the rate of exchange
     existing at the balance sheet date. Translation gains and losses are
     included as a component of shareholders' equity. Income statement
     amounts are translated at the average monthly exchange rates.

     Use of estimates

     The preparation of consolidated financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect the reported amounts of assets,
     liabilities, revenue and expenses and disclosure of contingent assets and
     liabilities. Actual results could differ from those estimates.

     Reclassifications

     Certain reclassifications have been made to the fiscal 2001 comparatives to
     conform with the financial presentation for fiscal 2002. These
     reclassifications have no effect on previously reported results of
     operations or shareholders' equity.

     Currency

     These consolidated financial statements are stated in United Kingdom pounds
     sterling which is also the primary functional currency of the Company.

     SIGNIFICANT ACCOUNTING POLICIES

     Property, plant and equipment

     Property, plant and equipment is stated at historical cost less
     depreciation. Depreciation is calculated using the straight-line method
     over the estimated useful life of the asset. Repairs and maintenance are
     charged to expense as incurred. Freehold land is not depreciated; freehold
     buildings are depreciated over an estimated useful life of 40 years;
     fixtures, fittings and equipment are depreciated over estimated useful
     lives ranging from 3 to 10 years and motor vehicles are depreciated over an
     estimated useful life of 4 years. The Company capitalises the cost of
     internal use software obtained from third parties and amortises these
     assets over 3 years. The Company periodically evaluates the recoverability
     of property, plant and equipment and takes into account events or
     circumstances that warrant revised estimates of useful lives or that
     indicate that impairment exists.


                                                                               8
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


1.   BASIS FOR PRESENTATION OF THE FINANCIAL STATEMENTS AND SIGNIFICANT
     ACCOUNTING POLICIES (CONTINUED)

     Goodwill and other intangible assets

     Goodwill arising on business acquisitions consists of the excess of cost
     over the fair value of net assets acquired and is amortized using the
     straight-line method over its expected useful life. The amortization period
     has been assessed for each acquisition at thirty years. The Company
     periodically evaluates the recoverability of goodwill and takes into
     account events or circumstances that warrant revised estimates of useful
     lives or that indicate that impairment exists. In the event that an
     impairment is identified, measurement is determined on a discounted cash
     flow basis.

     The Company adopted SFAS No. 141, "Business Combinations," which requires
     all business combinations completed subsequent to June 30, 2001 to be
     accounted for using the purchase method. Although the purchase method
     generally remains unchanged, this standard also requires that acquired
     intangible assets should be separately recognized if the benefit of the
     intangible assets are obtained through contractual or other legal rights,
     or if the intangible assets can be sold, transferred, licensed, rented or
     exchanged, regardless of the acquirer's intent to do so. Intangible assets
     separately identified must be amortized over their estimated economic life.

     The Company has accounted for previous acquisitions under the purchase
     method and the related excess of purchase price over net assets was mainly
     goodwill, therefore, the adoption of this statement did not have a material
     impact on the Consolidated Financial Statements.

     During June 2001, the FASB issued SFAS No. 142, "Goodwill and Other
     Intangible Assets," which prohibits the amortization of goodwill or
     identifiable intangible assets with an indefinite life for fiscal years
     beginning after January 1, 2002. Rather, goodwill will be subject to
     impairment reviews by applying a fair-value-based test at the reporting
     unit level. An impairment loss will be recorded for any goodwill that is
     determined to be impaired. Management is assessing the impact of FAS 142.

     Fair values of financial instruments

     The carrying values of cash and cash equivalents, accounts receivable and
     accounts payable approximate to fair value as at March 31, 2002 and 2001,
     due to the short maturities of such instruments.

     Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand and amounts due from banks
     with original maturities of three months or less.

     Credit risk

     Financial instruments which potentially subject the Company to
     concentrations of credit risk are cash, cash equivalents and accounts
     receivable. The Company attempts to limit its credit risk associated with
     cash and cash equivalents by placing the Company's cash and cash
     equivalents with highly rated corporate and financial institutions. With
     respect to accounts receivable, the Company limits its credit risk by
     performing ongoing credit evaluations.

                                                                               9
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000

1.   BASIS FOR PRESENTATION OF THE FINANCIAL STATEMENTS AND SIGNIFICANT
     ACCOUNTING POLICIES (CONTINUED)

     Revenue recognition

     The Company derives its revenues from the supply of temporary workers on a
     time and materials basis and from fees for permanent placement and other
     recruitment related activities. The Company recognizes staffing revenue as
     services are rendered. Services rendered are estimated based on timesheets
     received. Where, at a period end, no timesheet has been received, revenue
     is recognized as unbilled revenue based on management's estimate of
     services rendered, after making an allowance for absenteeism of temporary
     workers, based on historic rates for illness, vacation, early termination
     or any other reason. Unbilled revenue is reviewed monthly by management to
     assess its recoverability. Any unbilled revenue which has not been
     validated within three months of the period end is fully reserved.
     Permanent placement fees for retained searches are typically recognised
     over the course of the assignment. Fees for contingent services are
     recognised upon candidate acceptance or start date.

     Direct cost of revenue

     Direct cost of revenue consists primarily of compensation payable to
     temporary workers on a time and materials basis, related payroll taxes and
     direct expenses billable to clients. Costs for staffing services rendered
     but not validated are accrued each period as Accrued cost of services.

     Advertising Costs

     All advertising costs are expensed as incurred.

     Income taxes

     Income tax expense includes United Kingdom and international income taxes.
     Deferred taxes are recorded on temporary differences at the enacted tax
     rate expected to be in effect when the temporary differences reverse.
     Deferred tax assets are recognised net of a valuation allowance where it is
     more likely than not that the deferred tax benefit will be realised.

     Stock-Based Compensation

     The Company applies the principles of APB No. 25, "Accounting for Stock
     Issued to Employees," as discussed in note 4 to the consolidated financial
     statements. Disclosures required by SFAS No. 123, "Accounting for
     Stock-Based Compensation" has been included in note 4.

     Retirement plans

     The Company contributes to certain employees' personal defined contribution
     plans. These contributions are charged to the income statement as they are
     payable. The aggregate cost was (pound)405,000, (pound)387,000, and
     (pound)296,000 for the three years ended March 31, 2002, 2001 and 2000
     respectively.

     Foreign exchange

     Transactions of the Company denominated in foreign currencies are recorded
     at the rates of exchange ruling at the date of transactions. Monetary
     assets and liabilities in foreign currencies at the balance sheet date are
     translated at the closing rates of exchange at that date. Any differences
     are dealt with in the income statement.

     Leases

     Assets held under finance leases are capitalised at their fair value on the
     inception of the lease and depreciated over their estimated useful lives.
     Finance charges are allocated over the period of the lease in proportion to
     the capital amount outstanding. Rentals under operating leases are charged
     to the income statement in equal annual amounts over the lease term.




                                                                              10
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000

2.   EARNINGS PER SHARE

     Basic earnings per share is computed on the weighted average number of
     ordinary shares outstanding during the period. Diluted earnings per share
     includes the dilutive effect of share options using the treasury stock
     method.

     The following table summarizes the computations of share amounts used in
     the computation of earnings per share presented in the accompanying income
     statements.

<TABLE>
<CAPTION>
       For the year ended March 31,                                                 2002          2001         2000
                                                                                    '000          '000          '000
<S>                                                                            <C>              <C>       <C>
       Basic earnings per share:
       Weighted average number of ordinary shares
         outstanding during the period                                              8,700         8,672         8,577
                                                                               ===========   ===========  ===========
       Diluted earnings per share:
       Weighted average number of ordinary shares
         outstanding during the period                                              8,700         8,672         8,577
       Dilutive effect of options                                                     119           239           265
       Exclude anti -dilutive options                                                (119)            -             -
                                                                                    -----         -----         -----
       Total fully diluted securities considered outstanding
         during the year                                                            8,700         8,911         8,842
                                                                               ===========   ===========  ===========

                                                                               (pound)'000   (pound)'000  (pound)'000

       Net (loss) / income                                                        (11,925)          749         2,893
                                                                                   ======         =====         =====
       Basic (loss) / earnings per share                                     (pound)(1.37)  (pound)0.09   (pound)0.34
                                                                                   ======         =====         =====
       Diluted (loss) / earnings per share                                   (pound)(1.37)  (pound)0.08   (pound)0.33
                                                                                   ======         =====         =====

</TABLE>


     Options to purchase 1,576,000 shares (2001 - 989,000 shares and 2000
     1,123,000 shares) at exercise prices ranging from $4.40 to $16.88 and
     warrants to purchase 200,000 shares at $6.25 were outstanding at March 31,
     2002, but have not been included in the calculation of diluted earnings per
     share because the exercise prices were greater than the average market
     price of the ordinary shares.

3.   PROPERTY, PLANT AND EQUIPMENT

       At March 31,                                        2002          2001
                                                     (pound)'000    (pound)'000

      Land and buildings                                  1,018        1,018
      Motor vehicles                                        355        1,369
      Fixtures, fittings and equipment                    6,414        5,795
                                                         ------       ------
                                                          7,787        8,182
      Less: accumulated depreciation                     (4,336)      (3,639)
                                                         ------       ------
      Property and equipment, net of accumulated
         depreciation                                     3,451        4,543
                                                         ======       ======

                                                                             11
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


3.   PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

     Accumulated software costs capitalised were (pound)840,000 and
     (pound)463,000 at March 31, 2002 and 2001, respectively.

     Included in land and buildings are capitalised leased assets with cost of
     (pound)1,018,000 and net book value of (pound)921,000 and included in
     fixtures, fittings and equipment are capitalised leased assets with cost of
     (pound)238,000 and net book value of (pound)101,000.

     During the year, land & buildings and associated fixtures with net book
     value of (pound)1,022,000 were sold and leased back. The Company received
     (pound)1,800,000 in cash for this property and committed to a capital lease
     for a period of 20 years. A deferred gain of (pound)685,000 will be
     released to the income statement over the period of the lease and will be
     offset against the annual lease rental charge.

4.   SHARE OPTION PLANS

     The Company operates a share option plan for directors, officers and
     employees. Options are granted at the discretion of the remuneration
     committee of the Board of Directors. The options vest over 3 years and are
     generally exercisable for a further 4 to 7 years from the end of the 3 year
     vesting period. Exercise price is the market price at the date of grant.

     The following table summarizes the option activity under the share option
     plans.

<TABLE>
<CAPTION>
     For the year ended March 31,                          2002         2001           2000
                                                            No.          No.            No.
<S>                                                      <C>           <C>          <C>

       Options outstanding, beginning of period           1,971,811     1,508,109    1,426,855
       Options granted                                      100,000       720,000      629,000
       Options exercised                                    (30,000)      (55,924)    (126,484)
       Options cancelled                                   (389,668)     (201,004)    (421,262)
                                                          ---------     ---------    ---------
       Options outstanding, end of period                 1,652,143     1,971,811    1,508,109
                                                          =========     =========    =========
       Options exerciseable, end of period                  709,683       476,680      385,000
                                                          =========     =========    =========

       Weighted-average exercise price per share:
       Options granted                                        $3.81         $4.99        $6.73
       Options exercised                                      $1.70         $1.68        $1.33
       Options cancelled                                      $7.68        $10.35       $10.45
       Options outstanding, end of period                     $6.12         $6.45        $7.54
                                                          =========     =========    =========
       Options exerciseable, end of period                    $7.10         $3.80        $1.47
                                                          =========     =========    =========
</TABLE>

                                                                              12
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


4.   SHARE OPTION PLANS (CONTINUED)

     Options outstanding and exerciseable at March 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                                 Outstanding                              Exerciseable
                                                                 Weighted                                  Weighted
                                                                  average                                   average
                                                                remaining                                 remaining
       Exercise price                                Number          life                      Number          life
                                                                 (months)                                  (months)

<S>                                               <C>                <C>                    <C>                <C>
       $0.00   - $5.00                               928,500         52                     307,500            18
       $5.01   - $10.00                              548,830         44                     227,370            47
       $10.01 - $16.88                               174,813         46                     174,813            46
                                                   ---------         --                     -------            --
                                                   1,652,143         51                     709,683            34
                                                   =========         ==                     =======            ==

</TABLE>

     The Company has also issued warrants to purchase 200,000 ordinary shares at
     $6.25 expiring on 30 April 2006.

     The Company accounts for its share plans in accordance with APB Opinion 25
     and related Interpretations. Accordingly, no compensation cost related to
     these plans was charged against earnings in 2002, 2001 and 2000. Had the
     Company determined compensation expense consistent with the method of
     Statement of Financial Accounting Standards No.123 "Accounting for
     Stock-based Compensation", ("SFAS 123") the Company's net (loss) / income
     and (loss) / earnings per share would have been increased or reduced to the
     proforma amounts indicated below:

<TABLE>
<CAPTION>
       For the year ended March 31,                                                2002         2001          2000
                                                                                (pound)'000  (pound)'000   (pound)'000

<S>                                                                               <C>               <C>        <C>
       Net (loss) / income                                  as reported           (11,925)          749        2,893
                                                              pro forma           (12,215)          574        2,638
                                                                                  ========          ===        =====

       Basic (loss) / earnings per share                    as reported        (pound)(1.37)  (pound)0.09  (pound)0.34
                                                              pro forma        (pound)(1.40)  (pound)0.07  (pound)0.31

       Diluted (loss) / earning per share                   as reported        (pound)(1.37)  (pound)0.08  (pound)0.33
                                                              pro forma        (pound)(1.40)  (pound)0.06  (pound)0.30
</TABLE>

     The fair value of options granted was estimated using the Black-Scholes
     option-pricing model assuming no dividends and using the following weighted
     average assumptions:

<TABLE>
<CAPTION>
                                                                                   2002          2001          2000

<S>                                                                               <C>           <C>           <C>
       Risk-free interest rate                                                      4.5%          4.5%          4.8%
       Expected term                                                              3 years       3 years       3 years
       Volatility                                                                  40%           40%           40%
       Weighted-average fair value per share for options granted during
         the year                                                                  $1.22         $1.60         $2.18
                                                                                   =====         =====         =====
</TABLE>

     Limitations on the effectiveness of the Black-Scholes option valuation
     model are that it was developed for use in estimating the fair value of
     traded options which have no vesting restrictions and are fully
     transferable and that the model requires the use of highly subjective
     assumptions including expected share price volatility. Because the
     Company's share-based awards to employees have characteristics
     significantly different from those of traded options, and because changes
     in the subjective input assumptions can materially affect the fair value
     estimate, in management's opinion, the existing models do not necessarily
     provide a reliable single measure of the fair value of its share-based
     awards.



                                                                              13
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000

5.   INCOME TAXES

     The components of income before income taxes were:



<TABLE>
<CAPTION>

       At March 31,                                                             2002         2001          2000
                                                                            (pound)'000  (pound)'000   (pound)'000
<S>                                                                           <C>             <C>          <C>

       United Kingdom                                                          (8,893)        1,732        4,267
       Outside United Kingdom                                                  (3,544)          132          187
                                                                               ------         -----        -----
                                                                              (12,437)        1,864        4,454
                                                                              =======         =====        =====
</TABLE>


       The provision for income taxes consists of:



<TABLE>
<CAPTION>

       At March 31                                                               2002         2001          2000
                                                                            (pound)'000  (pound)'000   (pound)'000
<S>                                                                             <C>          <C>          <C>

       Current:
       - United Kingdom                                                            -           872        1,507
       - Foreign                                                                (156)          333           54
                                                                               ------         -----        -----
       Total current                                                            (156)        1,205        1,561
                                                                               ------         -----        -----
       Deferred:
       - United Kingdom                                                         (257)            -            -
       - Foreign                                                                 (99)          (90)           -
                                                                               ------         -----        -----
       Total deferred                                                           (356)          (90)           -
                                                                               ------         -----        -----
       Total provision                                                          (512)         1,115        1,561
                                                                               ======         =====        =====

</TABLE>
       A reconciliation between taxes computed at the United Kingdom statutory
       rate of 30% and the consolidated effective rate is as follows:



<TABLE>
<CAPTION>
       At March 31,                                                            2002         2001          2000
                                                                           (pound)'000  (pound)'000   (pound)'000

<S>                                                                           <C>            <C>          <C>
       Expected income tax provision at 30%                                   (3,731)          559        1,337
       Difference in tax rate in respect of overseas' taxes                     (177)          214           48
       Amortization of goodwill not tax deductible                             2,873           245          217
       Expenses not deductible for tax purposes                                   75           147           51
       Net operating losses not recognised                                       477             -            -
       Other                                                                     (29)          (50)         (92)
                                                                              ------         -----        -----

       Actual income tax provision                                              (512)        1,115        1,561
                                                                              ======         =====        =====
       Effective tax rate                                                       4.1%         59.8%        35.0%
                                                                              ======         =====        =====

</TABLE>



                                                                              14
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


5.   INCOME TAXES (CONTINUED)

     Deferred taxes, detailed below, recognize the impact of temporary
     differences between the amounts of assets and liabilities recorded for
     financial statement purposes and such amounts measured in accordance with
     tax laws. Deferred income taxes are recorded on temporary differences at
     the tax rates expected to be in effect when the temporary differences
     reverse. Temporary differences, which gave rise to the deferred tax assets
     and liabilities at 31 March, are as follows:

<TABLE>
<CAPTION>

                                                                                                    2002         2001
                                                                                                (pound)'000  (pound)'000
<S>                                                                                             <C>           <C>
       Current future income tax benefits / (expense)
         Interest expense                                                                             -          192
         Other timing differences                                                                   (12)          58
                                                                                                 ------        -----
                                                                                                    (12)         250
                                                                                                 ------        -----
       Non-current future income tax benefits (expense)
         Depreciation and amortisation                                                              490         (160)
         Net operating losses                                                                     1,022          155
         Valuation allowance                                                                     (1,090)        (155)
                                                                                                 ------        -----
                                                                                                    422         (160)
                                                                                                 ------        -----
       Total deferred income tax asset                                                              410           90
                                                                                                 ======        =====
</TABLE>

     A valuation allowance has been recorded at March 31, 2002, as management
     believes that realization of certain loss carryforwards and other deferred
     tax assets is unlikely. Realization of the tax loss carryforwards, some of
     which expire between 2020 and 2022, and others which have no expiration, is
     contingent on future taxable earnings in the appropriate jurisdictions.
     Valuation allowances have been recorded for these and other asset items,
     which may not be realized. Each carryforward item is reviewed for expected
     utilization, using a "more likely than not" approach, based on the
     character of the carryforward item (loss, credit, etc.), the associated
     taxing jurisdiction, the relevant history for the particular item, the
     applicable expiration dates, operating projects that would impact
     utilization, and identified actions under the control of the Company in
     realizing the associated carryforward benefits. The Company assesses the
     available positive and negative evidence surrounding the recoverability of
     the deferred tax assets and applies its judgment in estimating the amount
     of valuation allowance necessary under the circumstances. The Company
     continues to assess and evaluate strategies that will enable the
     carryforwards, or portion thereof, to be utilized, and will reduce the
     valuation allowance appropriately for each item at such time when it is
     determined that the "more likely than not" approach is satisfied.


                                                                              15
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000



6.   BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION

     The Company is organized and managed on a divisional basis related to the
     industry sectors to which the Company's staffing and recruitment services
     are provided. The Company evaluates performance based on divisional
     operating profit, which does not include goodwill amortization, interest
     and other income and expense, income taxes or an allocation of corporate
     expenses.

       At March 31,                           2002          2001         2000
                                          (pound)'000   (pound)'000  (pound)'000

       Divisional revenue:
       Communications Technology            72,577       100,026       78,910
       Science                              34,003        33,058       32,740
       Interim Management                    9,521        12,960        8,421
       Other                                     -           612          339
                                           -------       -------      -------
                                           116,101       146,656      120,410
                                           =======       =======      =======
       Divisional operating profit:
       Communications Technology            (2,168)        1,293        3,191
       Science                               1,882         2,399        3,516
       Interim Management                      858         1,761          947
       Other                                     -            63         (111)
                                           -------       -------      -------
                                               572         5,516        7,543
       Costs not allocated to divisions:
       Goodwill amortisation
             & impairment                   (9,960)       (1,145)      (1,008)
       Central costs                        (2,286)       (1,831)      (1,432)
                                           -------       -------       ------
       Total operating (loss)/income       (11,674)        2,540        5,103
                                           =======       =======       ======


                                                                              16
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


6.   BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (CONTINUED)

       Domestic and export revenues for the three years ended March 31, 2002
were as follows:

                                              2002          2001         2000
                                         (pound)'000   (pound)'000  (pound)'000

       United Kingdom                       69,301        74,138       63,101
       Continental Europe                   20,784        33,692       29,384
       North America                        23,218        31,175       24,252
       South America                           718         2,512          810
       Australasia                             457           998            -
       Rest of World                         1,623         4,141        2,863
                                           -------       -------      -------
                                           116,101       146,656      120,410
                                           =======       =======      =======


       Location of net property
           and equipment                    2002          2001         2000
                                       (pound)'000   (pound)'000  (pound)'000

       United Kingdom                        2,928         3,797        3,641
       Europe                                  189           263          168
       United States                           334           483          297
                                           -------       -------      -------
                                             3,451         4,543        4,106
                                           =======       =======      =======

     The Company did not receive more than 10% of consolidated revenue from any
     one customer in the three years ended March 31, 2002, 2001 and 2000. In the
     year ended March 31, 2002, billings to one communications technology
     customer amounted to 9.9% of consolidated revenue and in the year ended
     March 31, 2001, billings to two communications technology customers
     amounted to 9.8% and 9.6% of consolidated revenues. In all cases these
     billings were made to a number of different customer locations and/or by a
     number of different operations.


7.   COMMITMENTS AND CONTINGENCIES

     Leases

     The Company leases certain property and equipment under various operating
     and capital lease arrangements that expire over the next 20 years.

     Assets recorded under capitalized lease agreements included in the
     property, plant and equipment consist of the following:

       At March 31                                 2002           2001
                                                  (pound)'000   (pound)'000

       Land & buildings                             1,018             -
       Fixtures, fittings and equipment               238             -
       Accumulated depreciation                      (234)            -
                                                    -----          -----
                                                    1,022             -
                                                    =====          =====

                                                                              17
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


7.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

     Future minimum lease payments under scheduled capital and operating leases
     that have initial or remaining noncancelable terms in excess of one year as
     of March 31, 2002 are as follows:

       Year ending March 31,                         Capital      Operating
                                                      leases       leases
                                                   (pound)'000   (pound)'000

       2003                                             153          688
       2004                                             153          526
       2005                                             153          369
       2006                                             153          160
       2007                                             153          126
       Thereafter                                     2,285          369
                                                     ------        -----
       Total minimum lease payments                   3,050        2,238
                                                                   =====
       Amount representing interest                  (1,343)
                                                     ------
       Obligations under capital lease                1,707
       Obligations due within one year                  (45)
                                                     ------
       Long term portion of capital
        lease obligation                              1,662
                                                     ======

     Operating lease expense of (pound)814,000, (pound)875,000 and
     (pound)714,000 was incurred in 2002, 2001 and 2000 respectively.



     Credit agreements

       At March 31,                       2002            2001
                                       (pound)'000    (pound)'000

       Bank overdraft                           -       10,350
                                           ======       ======

     The Company has a (pound)2.25 million (2001 - (pound)12.00 million and 2000
     - (pound)5.00 million) line of credit that allows for borrowings in various
     currencies secured by a general debenture over some of the assets of the
     Company and cross-guaranteed with and by its major UK subsidiaries.
     Borrowings under the line of credit bear interest at the base rate of the
     currency drawn plus a margin of 1.15%. At March 31, 2002 this facility was
     unused (2001 (pound)10.4 million drawn and 2000 (pound)0.3 million drawn).
     The facility expires 30 September 2002.

     The Company also has a revolving credit agreement secured by the accounts
     receivable of its S.Com Group plc subsidiary. At March 31, 2002 this
     facility was unused and credit of (pound)2.8 million was available. The
     facility expires in April 2004.

     As at March 31, 2001 the Company had pledged the assets and ordinary shares
     of the The Woolf Group, Inc. as security up to a maximum of $15m to the
     selling shareholders of The Woolf Group, Inc. in respect of the contingent
     consideration that lapsed in May 2002. This security was released during
     the year ended March 31, 2002.



                                                                              18
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


8.   OTHER INCOME & EXPENSE



       At March 31,                         2002          2001         2000
                                        (pound)'000   (pound)'000  (pound)'000

       Interest and other income
         Interest income                    128           131           35
         Foreign exchange gains               -           315            -
                                          -----         -----         ----
                                            128           446           35
                                          =====         =====         ====
       Interest and other expense
         Interest expense                   760           519          114
         Foreign exchange losses             58             -          570
         Other expense                       73           165
         Tender offer costs                   -           438
                                          -----         -----         ----
                                            891         1,122          684
                                          =====         =====         ====


9.   ACQUISITIONS AND DISPOSALS

     Acquisitions

     The Company made no acquisitions in the year ended March 31, 2002.

     In the year ended March 31, 2001, the Company acquired the Resource
     Management Division of Marconi Software Solutions Limited. The acquisition
     was accounted for by the purchase method and, accordingly, the purchase
     price (including transaction costs) was allocated among the identifiable
     tangible assets acquired and liabilities assumed based on their respective
     fair market values. The excess of purchase price over these estimated fair
     values of the net assets acquired was (pound)289,000 and was recorded as
     goodwill which is being amortized using the straight line method over 30
     years. The results of acquired operations have been included in the
     consolidated income statement from the date of acquisition.

     In the year ended March 31, 2000, the Company acquired the entire issued
     share capital of Euromedica SARL, an executive search consultancy to the
     pharmaceutical and healthcare industries in France. Initial purchase price
     was (pound)250,000. Further cash consideration was dependent upon the
     operating profit of the Euromedica SARL for the year ending December 31,
     2000 and amounted to (pound)159,000. The acquisition was accounted for by
     the purchase method and, accordingly, the purchase price (including
     transaction costs) was allocated among the identifiable tangible assets
     acquired and liabilities assumed based on their respective fair market
     values. The fair values allocated were approximately (pound)180,000 for the
     assets acquired and approximately (pound)174,000 for the liabilities
     assumed. The excess of initial purchase price over these estimated fair
     values of the net assets acquired was approximately (pound)268,000 and was
     recorded as goodwill which is being amortized using the straight line
     method over 30 years. The results of acquired operations have been included
     in the consolidated income statement from the date of acquisition.

     Contingent Consideration

     As at March 31, 2002 the Company has no contingent commitments to pay
     additional consideration in respect of acquisitions completed in 2001 and
     prior years (2001 contingent commitments of (pound)100,000 and 2000
     contingent commitments of (pound)2.979 million).

     Disposals

     On April 4, 2001, the Company divested its Executive Selection Associates
     subsidiary, a company involved in recruitment in the construction and civil
     engineering sectors. This transaction had no significant effect on the
     results and cash flows of the Company.

                                                                              19
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended March 31, 2002, 2001 and 2000


10.  GOODWILL

       At March 31,                                      2002         2001
                                                    (pound)'000   (pound)'000

       Goodwill, beginning of period                     33,461        30,664
       Goodwill acquired during the period                  179         3,942
       Amortisation during the period                    (1,210)       (1,145)
       Impairment during the period                      (8,750)            -
                                                         -------       -------
       Goodwill, end of period                           23,680        33,461
                                                         =======       =======
     Goodwill Impairment

     Management has performed an impairment review in the light of the
     deterioration in operating performance during the year ended March 31, 2002
     of businesses acquired in prior periods and the depressed state of business
     valuations in the staffing industry generally. The impairment was measured
     on the basis of discounted future cash flows of the business operations to
     which goodwill is allocated. The impairment charge of (pound)8,750,000 in
     the year ended March 31, 2002 consisted of (pound)1,000,000 in the
     Communications Technology business operations, (pound)4,750,000 in the
     Science business operations and (pound)3,000,000 in the Management business
     operations.

     The discounted cash flows were based upon management's budget for fiscal
     2003 and projections through fiscal 2004 to 2012. The discount rate used
     was 11.1% which management estimate to be the Company's weighted average
     cost of capital.


11.  FINANCIAL INSTRUMENTS

     The Company's policy on financial instruments and derivatives are set out
     in note 1. The Company does not trade in financial instruments. Short term
     receivables and payables have been excluded from all of the following
     disclosures.

     (a)  Maturity profile of financial liabilities

       At March 31,                                   2002          2001
                                                  (pound)'000   (pound)'000

       Within one year or less or on demand                 -       10,350
                                                      =======      =======

                                                                              20
<PAGE>



11.  FINANCIAL INSTRUMENTS (CONTINUED)

<TABLE>
<CAPTION>
     The Company had the following undrawn borrowing facilities at 31 March:

<S>                                                                                         <C>          <C>
       Expiry date:
         Within one year or less or on demand                                                   5,050        2,007
                                                                                                =====        =====
     (b)  Interest rate and currency profile of financial liabilities and assets

       At March 31,                                                                             2002          2001
                                                                                            (pound)'000  (pound)'000
       Floating rate financial liabilities
         Currency
           Sterling                                                                                 -        1,092
           US$                                                                                  3,505        5,257
           Euro                                                                                   541        4,001
                                                                                                -----       ------
                                                                                                4,046       10,350
           less offsettable Sterling financial assets                                          (4,046)           -
                                                                                                -----       ------
       Gross financial liabilities                                                                  -       10,350
                                                                                                =====       ======
     Financial liabilities comprise bank overdrafts and amounts due under
     confidential invoice discounting arrangements. Interest on floating rate
     liabilities is based on the relevant national bank base rate. Interest rate
     risks on these liabilities are not hedged.


<CAPTION>

<S>                                                                                         <C>          <C>

       At March 31,                                                                             2002          2001
                                                                                          (pound)'000  (pound)'000
       Non-interest bearing financial assets
         Currency
           Sterling                                                                             8,291            -
           US$                                                                                    742        1,227
           Euro                                                                                   620          443
                                                                                                -----        -----
                                                                                                9,653        1,670
           less offsettable US$ and Euro financial liabilities                                 (4,046)           -
                                                                                                -----        -----
       Gross financial assets                                                                   5,607        1,670
                                                                                                =====        =====

</TABLE>

       Financial assets comprise cash at bank and in hand. Non-interest bearing
       assets are fully liquid and have no maturity period.

     (c)  Fair values of financial liabilities and assets

     The fair values of the Company's financial liabilities and assets were not
     materially different from their carrying values at March 31, 2002 and March
     31, 2001.



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