EXHIBIT 13 - 1997 ANNUAL REPORT TO SHAREHOLDERS


<PAGE>

                       Right Management Consultants, Inc.
                             Selected Financial Data
  (Dollars and Shares in Thousands Except Earnings Per Share and Stock Prices)

<TABLE>
<CAPTION>
                                                                                    Year Ended December 31,
                                                                 ---------------------------------------------------------------
                                                                     1997         1996         1995        1994        1993
                                                                 ---------------------------------------------------------------
<S>                                                                  <C>          <C>          <C>          <C>         <C>
Results of Operations (1)
--------------------------------------------------------------------------------------------------------------------------------
Total revenue                                                        $125,786     $125,269     $114,005     $89,134     $70,726
--------------------------------------------------------------------------------------------------------------------------------
Costs and expenses                                                    121,366      108,994      101,090      79,345      64,279
--------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                              4,420       16,275       12,915       9,789       6,447
--------------------------------------------------------------------------------------------------------------------------------
Net income                                                              2,073        9,675        7,819       5,714       3,297
--------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per share (2)(3)                                      $ 0.31       $ 1.45       $ 1.24      $ 0.93      $ 0.56
--------------------------------------------------------------------------------------------------------------------------------
Diluted weighted average number of                                      6,725        6,663        6,290       6,125       5,918
 shares outstanding (2)(3)
--------------------------------------------------------------------------------------------------------------------------------

Balance Sheet Data
--------------------------------------------------------------------------------------------------------------------------------
Working capital                                                      $ 15,491     $ 25,342     $ 13,134     $ 9,883     $ 8,940
--------------------------------------------------------------------------------------------------------------------------------
Total assets                                                           81,704       73,935       60,231      48,969      35,734
--------------------------------------------------------------------------------------------------------------------------------
Long-term obligations                                                  10,597        8,768        7,360       6,004       2,403
--------------------------------------------------------------------------------------------------------------------------------
Shareholders' equity                                                   50,450       47,801       33,626      24,405      18,032
--------------------------------------------------------------------------------------------------------------------------------
Total debt-to-equity ratio                                                 25%          17%          28%         28%         16%
--------------------------------------------------------------------------------------------------------------------------------
Return on average equity                                                    4%          24%          27%         27%         20%
--------------------------------------------------------------------------------------------------------------------------------

Stock Price Ranges
--------------------------------------------------------------------------------------------------------------------------------
Low price (3)                                                          $ 8.75      $ 15.00       $ 6.89      $ 6.55      $ 3.33
--------------------------------------------------------------------------------------------------------------------------------
High price (3)                                                          23.50        27.50        19.50       11.11        9.22
--------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) See Note C to the Consolidated Financial Statements for information
regarding acquisitions.
(2)  See  Note  K to  the  Consolidated  Financial  Statements  for  information
regarding earnings per share.
(3) Amounts  presented  have been  restated for both the November  1995 and July
1996  three-for-two  stock  splits  (see  Note J to the  Consolidated  Financial
Statements).
</FN>
</TABLE>

<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors and Shareholders of
Right Management Consultants, Inc.


We have audited the accompanying consolidated balance sheets of Right Management
Consultants, Inc. (a Pennsylvania corporation) and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Right Management
Consultants, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997 in conformity with generally accepted
accounting principles.



                                   /s/ ARTHUR ANDERSEN LLP


Philadelphia, Pennsylvania
   February 7, 1998


<PAGE>

                       Right Management Consultants, Inc.
                           Consolidated Balance Sheets
                    (Dollars in Thousands Except Share Data)
<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                                       1997         1996
                                     Assets
<S>                                                                                 <C>           <C>
       Current Assets:
         Cash and cash equivalents                                                  $  7,583      $ 18,055
         Accounts receivable, trade, net of allowance for doubtful accounts
           of $663 and $552 in 1997 and 1996, respectively                            21,888        18,878
         Royalties and fees receivable from Affiliates                                 2,511         3,505
         Prepaid expenses and other current assets                                     1,681         1,868
         Deferred income taxes                                                         1,074           402
                                                                                    --------      --------
              Total current assets                                                    34,737        42,708

       Property and equipment, net                                                    13,342         9,666


       Intangible assets, net                                                         30,703        18,724
       Deferred income taxes                                                           1,426         1,588
       Other                                                                           1,496         1,249
                                                                                    --------      --------
              Total Assets                                                          $ 81,704      $ 73,935
                                                                                    ========      ========

                      Liabilities and Shareholders' Equity

       Current Liabilities:
         Current portion of long-term debt and other obligations                    $  3,943      $  1,011
         Accounts payable                                                              4,651         4,584
         Commissions payable                                                           1,431           952
         Accrued incentive compensation and benefits                                   2,022         4,651
         Other accrued expenses                                                        4,272         2,300
         Deferred income                                                               2,927         3,868
                                                                                    --------      --------
              Total current liabilities                                               19,246        17,366
                                                                                    --------      --------

       Long-term debt and other obligations                                            8,775         6,904
                                                                                    --------      --------

       Deferred compensation                                                           1,822         1,864
                                                                                    --------      --------

       Minority interest in subsidiary                                                 1,411            --
                                                                                    --------      --------

       Commitments and Contingent Liabilities (Notes E, G and I)

       Shareholders' Equity (Note J):
         Preferred stock, no par value; 1,000,000 shares authorized; no
           shares issued                                                                  --            --
         Common stock, $.01 par value; 20,000,000 shares authorized;
           7,084,104 and 6,713,573 shares issued in 1997 and 1996, respectively           71            67
         Additional paid-in capital                                                   14,492        11,956
         Retained earnings                                                            38,363        36,290
         Cumulative translation adjustment                                              (580)            5
                                                                                    --------      --------
                                                                                      52,346        48,318
         Less treasury stock, at cost, 380,452 and 252,952 shares in 1997
           and 1996, respectively                                                     (1,896)         (517)
                                                                                    --------      --------
              Total shareholders' equity                                              50,450        47,801
                                                                                    --------      --------
              Total Liabilities and Shareholders' Equity                            $ 81,704      $ 73,935
                                                                                    ========      ========
</TABLE>

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

                                        2
<PAGE>
                       Right Management Consultants, Inc.
                        Consolidated Statements of Income
        (Dollars and Shares in Thousands Except Earnings per Share Data)
<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                                     1997           1996           1995
<S>                                               <C>            <C>            <C>
Revenue:
Company office revenue                            $ 122,281      $ 120,679      $ 109,741
Affiliate royalties                                   3,505          4,590          4,264
                                                  ---------      ---------      ---------

Total revenue                                       125,786        125,269        114,005

Expenses:
Consultants' compensation                            52,085         47,624         42,518
Office sales and consulting support                   7,071          5,661          4,797
Office administration                                48,061         42,665         41,110
General sales and administration                     13,364         13,080         12,236
Restructuring costs (Note B)                            630             --             --
                                                  ---------      ---------      ---------

                                                    121,211        109,030        100,661
                                                  ---------      ---------      ---------

Income from operations                                4,575         16,239         13,344
                                                  ---------      ---------      ---------

Other income (expense):

Interest income                                         663            606            302
Interest expense                                       (818)          (570)          (731)
                                                  ---------      ---------      ---------

                                                       (155)            36           (429)
                                                  ---------      ---------      ---------

Income before income taxes                            4,420         16,275         12,915

Provision for income taxes                            2,009          6,600          5,096

Minority interest in net income of subsidiary           338             --             --
                                                  ---------      ---------      ---------

Net income                                        $   2,073      $   9,675      $   7,819
                                                  =========      =========      =========

Basic earnings per share                          $    0.31      $    1.55      $    1.31
                                                  =========      =========      =========

Diluted earnings per share                        $    0.31      $    1.45      $    1.24
                                                  =========      =========      =========

Basic weighted average shares outstanding             6,596          6,252          5,984
                                                  =========      =========      =========

Diluted weighted average shares outstanding           6,725          6,663          6,290
                                                  =========      =========      =========
</TABLE>

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

                                       3
<PAGE>
                       Right Management Consultants, Inc.
                 Consolidated Statements of Shareholders' Equity
                    (Dollars in Thousands Except Share Data)
<TABLE>
<CAPTION>
                                                                                     Cumulative                           Total
                                       Common Stock       Additional     Retained   Translation     Treasury Stock    Shareholders'
                                    Shares     Par Value Paid-in Capital Earnings    Adjustment     Shares      Cost      Equity
<S>                                <C>               <C>      <C>         <C>            <C>        <C>          <C>        <C>
Balance, January 1, 1995           2,891,971         $29      $6,544      $18,830        $(481)     252,952      $(517)     $24,405

Stock options exercised               72,612           1         629           --           --           --         --          630

Tax benefit from exercise
of stock options                          --          --         252           --           --           --         --          252

Shares issued under restricted
stock awards                          29,700          --         230           --           --           --         --          230

Three-for-two stock split          1,319,533          13          --          (13)          --           --         --           --

Translation adjustment                    --          --          --           --          290           --         --          290

Net income                                --          --          --        7,819           --           --         --        7,819
                                   ---------   ---------   ---------    ---------    ---------    ---------   --------    ---------
Balance, December 31, 1995         4,313,816          43       7,655       26,636         (191)     252,952       (517)      33,626

Stock options exercised              316,039           3       1,332           --           --           --         --        1,335

Tax benefit from exercise                 --          --       2,223           --           --           --         --        2,223
of stock options

Shares issued under restricted        29,250          --         658           --           --           --         --          658
stock awards

Three-for-two stock split          2,050,100          21          --          (21)          --           --         --           --

Shares issued under the Employee       4,368          --          88           --           --           --         --           88
Stock Purchase Plan

Translation adjustment                    --          --          --           --          196           --         --          196

Net income                                --          --          --        9,675           --           --         --        9,675
                                   ---------   ---------   ---------    ---------    ---------    ---------   --------    ---------
Balance, December 31, 1996         6,713,573          67      11,956       36,290            5      252,952       (517)      47,801

Stock options exercised              236,095           3       1,198           --           --           --         --        1,201

Tax benefit from exercise                 --          --         597           --           --           --         --          597
of stock options

Davidson & Associates
  acquisition (Note C)                96,577           1         988           --           --           --         --          989

Shares issued under the Employee      37,859          --         386           --           --           --         --          386
Stock Purchase Plan

Restricted stock compensation             --          --        (633)          --           --           --         --         (633)

Repurchase of common stock                --          --          --           --           --      127,500     (1,379)      (1,379)

Translation adjustment                    --          --          --           --         (585)          --         --         (585)

Net income                                --          --          --        2,073           --           --         --        2,073
                                   ---------   ---------   ---------    ---------    ---------    ---------   --------    ---------
Balance, December 31, 1997         7,084,104         $71     $14,492      $38,363        $(580)     380,452    $(1,896)     $50,450
                                   =========   =========   =========    =========    =========    =========   ========    =========
</TABLE>

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

                                        4
<PAGE>
                       Right Management Consultants, Inc.
                      Consolidated Statements of Cash Flows
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                                 1997          1996          1995
<S>                                                           <C>           <C>           <C>
Operating Activities:
  Net income                                                  $  2,073      $  9,675      $  7,819
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                              6,494         4,923         4,284
      Deferred income taxes                                       (510)         (169)          (93)
      Restricted stock compensation                               (633)          658           230
      Restructuring costs (Note B)                                 630            --            --
      Tax benefit from the exercise of stock options               597         2,223           252
      Revenue recognized upon completion of incomplete
       contracts assumed in acquisitions                          (807)         (512)         (630)
      Provision for doubtful accounts                              329            28           400
      Other non-cash items                                           6           444           241
      Changes in operating accounts:
          Accounts receivable, trade and from Affiliates           531          (460)       (3,504)
          Prepaid expenses and other assets                       (596)          499          (787)
          Accounts payable and accrued expenses                 (5,620)          640        (2,333)
          Commissions payable and other liabilities              1,414        (1,782)          366
          Deferred income                                         (941)          459         1,090
                                                              --------      --------      --------

  Net cash provided by operating activities                      2,967        16,626         7,335
                                                              --------      --------      --------

Investing Activities:
  Purchase of property and equipment                            (5,201)       (4,873)       (2,643)
  Acquisitions, net of cash acquired                           (13,199)       (3,401)       (3,990)
                                                              --------      --------      --------

  Net cash utilized by investing activities                    (18,400)       (8,274)       (6,633)
                                                              --------      --------      --------

Financing Activities:
  Borrowings under credit agreements                             7,500         2,935         1,325
  Payment of long-term debt and other obligations               (2,458)       (3,660)       (2,880)
  Repurchase of common stock                                    (1,379)           --            --
  Proceeds from stock issuances                                  1,587         1,420           630
                                                              --------      --------      --------

  Net cash provided by (utilized in) financing activities        5,250           695          (925)
                                                              --------      --------      --------

Effect of exchange rate changes on cash and
 cash equivalents                                                 (289)           43            32
                                                              --------      --------      --------

Increase (decrease) in cash and cash equivalents               (10,472)        9,090          (191)

Cash and cash equivalents, beginning of year                    18,055         8,965         9,156
                                                              --------      --------      --------

Cash and cash equivalents, end of year                        $  7,583      $ 18,055      $  8,965
                                                              ========      ========      ========



Supplemental Disclosures of Cash Flow Information
  Cash paid for:

     Interest                                                 $    687      $    351      $    445
                                                              ========      ========      ========

     Income taxes                                             $  3,395      $  5,252      $  4,370
                                                              ========      ========      ========
</TABLE>

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

                                        5
<PAGE>


                       RIGHT MANAGEMENT CONSULTANTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Description of business

Right Management Consultants, Inc. (the "Company") operations can be segregated
into two lines of business: Right Associates and People Tech Consulting ("People
Tech"). Through a worldwide network of Company and Affiliate offices, Right
Associates(R) develops and delivers career transition services. People Tech
provides organizational and career management consulting services, specializing
in change management, communication, strategy implementation, merger integration
and executive development. The Company primarily delivers its services to
mid-size and large industrial and service companies, with no concentration in
specific companies or industries.

Principles of consolidation

The consolidated financial statements include the accounts of Right Management
Consultants, Inc. and its majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

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

Revenue recognition

The Company recognizes contract revenue and the related direct compensation for
the services provided by Company offices upon the performance of its obligations
under consulting service contracts. Revenue, recorded at the start of
performance of services, is deferred and recognized over the estimated average
period within which the contracts are essentially completed. All direct and
indirect costs are charged to expense in the period in which the obligations are
incurred.

Franchise revenue

Royalties from the members of the Company's network arise from agreements made
with Affiliates, which generally operate exclusively in designated regional
locations. The terms of these agreements require the Affiliates to provide
services under the Company's service marks in accordance with programs and
standards developed by the Company. Affiliate royalties are typically 10% of
each Affiliate's gross billings and are recorded when the Affiliate bills its
customers for services.

                                       6
<PAGE>



NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)

Cash equivalents

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Property and equipment

Property and equipment is carried at cost, or allocated cost for companies
acquired in a purchase transaction. Depreciation is provided on the
straight-line method over the estimated useful lives of the assets, which are
generally three to seven years for furniture, fixtures and computer equipment.
Leasehold improvements are depreciated using the straight-line method over the
shorter of the estimated useful life of the asset or the remaining term of the
lease.

Intangible assets

Intangible assets acquired in acquisitions consist of the following:
<TABLE>
<CAPTION>
                                                                                          Amortization
                                                               (Dollars in Thousands)        Period
                                                              1997               1996        (Years)
                                                              ----               ----        -------
<S>                                                        <C>                 <C>           <C>
Trademarks                                                 $ 1,644             $1,644           5
Contact lists and Affiliate agreements                         538                538           5
Covenants not to compete                                     1,118              1,118        5 to 10
Goodwill                                                    38,239             23,949       15 to 40
                                                           -------            -------
                                                            41,539             27,249
Less accumulated amortization                               10,836              8,525
                                                           -------            -------
                                                           $30,703            $18,724
                                                           =======            =======
</TABLE>

Amortization of these intangible assets was $2,311,000, $1,868,000, and
$1,867,000 in 1997, 1996 and 1995, respectively.

Impairment of Long-Lived Assets

Pursuant to Statement of Financial Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to
Be Disposed Of ", the Company is required to evaluate the potential impairment
of long-lived assets and certain intangible assets on a periodic basis. The
Company reviews the realizability of its long-lived assets and certain
intangible assets by analyzing the projected cash flows and profitability of the
acquired entities and adjusts the net book value of recorded assets when
necessary. No material adjustments have been recorded for each of the three
years in the period ended December 31, 1997.

                                       7
<PAGE>

NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)

Earnings per Share

The Company has adopted SFAS No. 128, "Earnings per Share," which supersedes
Accounting Principles Board Opinion ("APB") No. 15, "Earnings per Share," and
which is effective for all periods ending after December 15, 1997. SFAS 128
requires dual presentation of basic and diluted earnings per share ("EPS") for
complex capital structures on the face of the Statements of Income. Basic EPS is
computed by dividing net income by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from the
exercise or conversion of securities into common stock. See Note K for further
disclosure.

Currency translation

The accounts of the international subsidiaries are translated in accordance with
SFAS No. 52, "Foreign Currency Translation", which requires that assets and
liabilities of international operations be translated using the exchange rate in
effect at the balance sheet date, and that the results of operations be
translated at average exchange rates during the year. The effects of exchange
rate fluctuations in translating assets and liabilities of international
operations into U.S. dollars are accumulated and reflected as the cumulative
translation adjustment in shareholders' equity. The effects of exchange rate
fluctuations in translating the results of operations are included in general
sales and administration expense for 1997, 1996 and 1995. There are no material
transaction gains or losses in the accompanying Consolidated Financial
Statements for each of the three years in the period ended December 31, 1997.

Income taxes

The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for
Income Taxes." In accordance with SFAS No. 109, the liability method is used in
accounting for income taxes. Under this method, deferred tax assets and
liabilities are determined based on differences between the financial reporting
and tax basis of assets and liabilities and are measured using enacted tax rates
and laws that are expected to be in effect when the difference is reversed.

New Accounting Pronouncements

SFAS No. 130, "Reporting Comprehensive Income," and SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information," were issued in June
1997. SFAS 130 and SFAS 131 are effective for fiscal years beginning subsequent
to December 15, 1997, and, therefore, will be adopted by the Company on January
1, 1998. The Company does not expect the adoption of SFAS 130 or SFAS 131 to
result in any substantive changes in its disclosure.

Reclassifications

Certain amounts have been reclassified in the prior years' Consolidated
Financial Statements and Notes to the Consolidated Financial Statements to
conform with the 1997 presentation.

                                       8
<PAGE>

NOTE B - RESTRUCTURING COSTS

During the first quarter 1997, the Company announced a corporate restructuring.
The restructuring charge of $630,000 ($380,000 or $0.06, net of taxes) was
primarily for severance payments related to reductions in employees and lease
termination costs for the closure of several small "satellite" offices with
limited future economic benefit to the Company.

NOTE C - ACQUISITIONS

Effective January 1, 1997, the Company acquired the assets and/or the
outstanding stock of six career transition firms and one search firm for a
combination of cash and future defined incentive payments. The six career
transition firms included Nelson, O'Connor & Associates (Phoenix, Arizona),
Corporate Resource Group (San Francisco, California), Cavendish Partners
(London, England) and the former St. Louis, Missouri, Knoxville, Tennessee, and
Richmond, Virginia Affiliates. The search firm acquired was Nelson, O'Connor &
Cox (Tucson, Arizona).

Effective April 1, 1997, the Company acquired the outstanding stock of another
career transition firm, Chapel Stowell, Inc. (Portland, Oregon).

Effective July 1, 1997, the Company acquired 51% of the outstanding shares of
the Australia based career management firm, Davidson & Associates, Pty., Ltd
("Davidson & Associates"). Davidson & Associates has operations in eleven
locations throughout Australia, New Zealand, Singapore and Hong Kong. The
purchase price of this acquisition approximated $6,935,000, including costs of
acquisition, 85% of which was paid in cash (approximately $5,946,000) and the
remaining 15% in shares of the Company's common stock (96,577 shares). The
Company borrowed $5,500,000 from its revolving credit facility in order to
complete this transaction. As a part of the purchase agreement, the minority
shareholders of Davidson & Associates have agreed to provide the Company with
options to acquire the remaining 49% of the outstanding shares of Davidson &
Associates, at fair value as defined, beginning on July 1, 2000. Additionally,
the minority shareholders of Davidson & Associates have the right to require the
Company to purchase in 10% annual increments the remaining 49% of the
outstanding shares of Davidson & Associates, at fair value as defined, beginning
on July 1, 2000.

Effective August 1, 1997, the Company acquired the business and certain assets
of a Minneapolis, Minnesota career management firm, Career Dynamics, Inc. The
purchase was funded through a borrowing of $2,000,000 under the Company's
revolving credit facility. The acquisition included future defined incentives
contingent upon the results of the operations in Minnesota subsequent to the
transaction.

Effective December 1, 1997, the Company acquired the business and certain assets
of a Houston, Texas career transition firm, Michael D. McKee & Associates. The
acquisition included future defined incentives contingent upon the results of
the operations in the Company's southwest region subsequent to the transaction.

                                       9
<PAGE>

NOTE C - ACQUISITIONS (Continued)

The aggregate purchase price of these eleven acquisitions was approximately
$15,556,000, including costs of acquisition. The purchase price exceeded the
fair value of the net tangible assets acquired by approximately $14,847,000,
which will be amortized over a period of fifteen years.

Effective March 1, 1996, the Company acquired the outstanding stock of People
Tech headquartered in Toronto, Canada. Additionally during 1996, the Company
acquired the business, assets and/or the outstanding stock of two career
transition firms and one other organizational consulting firm.

The aggregate purchase price of these four acquisitions was approximately
$3,412,000, including costs of acquisition. The purchase price exceeded the fair
value of the net tangible assets acquired by approximately $3,653,000, which is
being amortized over a period of fifteen years. These acquisitions were made for
a combination of cash and non-cash consideration, including the assumption of
incomplete consulting contracts.

The assumption of incomplete contracts did not result in material revenue in any
of the three years in the period ended December 31, 1997.

The following  represents the assets acquired and liabilities  assumed to arrive
at net cash paid for  acquisitions  discussed above for each of the two years in
the period ended December 31, 1997:
<TABLE>
<CAPTION>
                                                                                     (Dollars in Thousands)
                                                                                       1997           1996
<S>                                                                                 <C>             <C>
Assets acquired:
Accounts receivable                                                                 $  2,875        $  827
Prepaid expenses and other assets                                                        423           716
Fixed assets                                                                           2,983           458
Intangible assets                                                                     14,847         3,653
                                                                                      ------         -----
                                                                                      21,128         5,654
Liabilities acquired:
Accounts payable and accrued expenses                                                  4,765         1,741
Assumption of incomplete contracts                                                       807           512
                                                                                      ------         -----
                                                                                       5,572         2,253
Cash acquired                                                                          1,368           ---
Equity issued                                                                            989           ---
                                                                                      ------         -----
Net cash paid for acquisitions                                                       $13,199       $ 3,401
                                                                                     =======       =======
</TABLE>

Each acquisition has been accounted as a purchase and the operating results of
each entity have been consolidated with the Company's results since the
effective date of the respective acquisition. The purchase price of each
acquisition has been allocated to the assets acquired based upon their estimated
fair value at the date of acquisition.

                                       10
<PAGE>

NOTE C - ACQUISITIONS (Continued)

The unaudited pro forma results of operations for each of the two years in the
period ended December 31, 1997, reflecting the combined results of the Company
and the acquisitions detailed above as if the acquisitions had occurred at
January 1, 1996 are presented below.
<TABLE>
<CAPTION>
                                                          (Dollars in Thousands)
                                                          1997              1996
<S>                                                    <C>              <C>
       Revenues                                        $  137,380       $  149,940
                                                       ==========       ==========

       Income before income taxes                      $    4,310       $   15,372
                                                       ==========       ==========

       Net income                                      $    1,882       $    8,790
                                                       ==========       ==========

       Diluted earnings per share                      $     0.28       $     1.32
                                                       ==========       ==========
</TABLE>


NOTE D - PROPERTY AND EQUIPMENT

                                       (Dollars in Thousands)
                                       1997           1996
Furniture and fixtures               $21,313        $17,414
Computer equipment                     4,264          2,557
Leasehold improvements                 4,696          2,612
                                     -------        -------
                                      30,273         22,583
Less accumulated depreciation         16,931         12,917
                                     -------        -------
                                     $13,342        $ 9,666
                                     =======        =======

Depreciation  expense was $4,183,000,  $3,055,000,  and $2,417,000 in 1997, 1996
and 1995, respectively.

NOTE E - DEBT AND OTHER OBLIGATIONS

On December 20, 1996, the Company signed a new Credit Agreement (the "Credit
Agreement") with its two primary lenders (the "Lenders") to increase its maximum
unsecured revolving line of credit to $40,000,000. The Credit Agreement became
effective December 23, 1996. The Credit Agreement replaces the previous
$10,000,000 Amended and Restated Revolving Credit and Term Loan Agreement (the
"Revolving Credit Agreement") executed with the Company's primary lender in June
1994 and amended various times thereafter, as well as a separate $5,000,000
unsecured line of credit with a second lender. During 1996, the Company used
$5,737,000 from the Credit Agreement to refinance all existing bank
indebtedness, of which the entire balance was outstanding at December 31, 1996.

The Credit Agreement has a three year maturity. Subsequent to the first
anniversary, and annually thereafter, the Company has the ability to extend the
Credit Agreement for an additional year upon Lenders' approval. The Company may
borrow, repay and re-borrow during the term of the Credit Agreement, with any
balance due at maturity. Interest rates are tiered at LIBOR plus a margin
contingent upon certain financial ratios of the Company. The Company also has
the option to borrow at a base rate equal to the lesser of the Lenders' Prime
Rate less 1/4% or the Federal Funds Effective Rate plus 1%.

                                       11
<PAGE>
NOTE E - DEBT AND OTHER OBLIGATIONS (Continued)

In connection with the 1997 acquisitions of Davidson & Associates and Career
Dynamics, Inc. (Note C), the Company utilized $7,500,000 from the Credit
Agreement.

In order to reduce the impact of changes in interest rates on a portion of the
Company's floating rate debt under the Credit Agreement, the Company has entered
into three interest rate swap agreements during 1997 with an aggregate notional
principal at December 31, 1997 of $9,708,000 and quarterly payments scheduled
over three to five years. The Company's interest rates under these interest rate
swaps range from 6.70% to 7.10%, which includes a contingent margin of 1% at
December 31, 1997.

The Company uses interest rate swaps to reduce exposure to adverse fluctuations
in interest rates. While these hedging instruments are subject to fluctuations
in value, such fluctuations are offset by the change in value of the underlying
exposures being hedged. The Company is not a party to leveraged derivatives and
does not hold or issue financial instruments for speculative purposes. The net
cash paid or received on interest rate swap agreements is recognized as an
adjustment to interest expense. The impact of the above interest rate swap
agreements on interest expense has been immaterial to date.

At December 31, 1997, the Company had an additional $1,900,000 outstanding at
the base rate detailed in the Credit Agreement.

In connection with the 1996 acquisition of People Tech (Note C), the Company
utilized 4,000,000 Canadian dollars (or approximately $2,935,000) from the
Revolving Credit Agreement. This entire amount was subsequently repaid from the
proceeds of the Credit Agreement.

Under the Credit Agreement, the major covenants require the maintenance of
certain minimum financial ratios and restrict the level of indebtedness with
other banks, as defined. At December 31, 1997, the Company is in compliance with
all such covenants.

Long-term debt and other obligations consist of the following:

<TABLE>
<CAPTION>
                                                                                               (Dollars in Thousands)
                                                                                                     December 31,
                                                                                                  1997         1996
<S>                                                                                            <C>         <C>
Floating rate borrowings under the Credit Agreement, due December 23, 1999, with                 $ 1,900     $  5,737
quarterly interest payments, bearing interest at 7.07% and 6.53% at 12/31/97 and
12/31/96, respectively
Borrowings under the Credit Agreement tied to interest rate swaps with quarterly                   9,708          ---
principal and interest payments from 1997 to 2002, bearing interest at 6.70% to 7.10%
Capitalized lease obligations with interest at 8.7% per annum                                        442          ---
Obligations payable to third parties in connection with acquisitions,
 non-interest-bearing and discounted at 7.5%-10% per annum, due through
 1998, estimated and contingent on future operating results of regions
 where acquired businesses are operating                                                             668        2,178
                                                                                                 -------     --------
                                                                                                  12,718        7,915
Less current portion                                                                               3,943        1,011
                                                                                                 -------     --------
                                                                                                 $ 8,775     $  6,904
                                                                                                 =======     ========
</TABLE>

                                       12
<PAGE>
NOTE E - DEBT AND OTHER OBLIGATIONS (Continued)

Aggregate  maturities  on  long-term  debt and other  obligations  for the years
subsequent to December 31, 1997 are as follows:

                                                      (Dollars in Thousands)
                  Year Ending December 31,                      Amount
                             1998                              $3,943
                             1999                               5,401
                             2000                               1,799
                             2001                                 900
                             2002                                 675
                                                              -------
                                                              $12,718
                                                              =======


NOTE  F - INCOME TAXES

The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
                                                             (Dollars in Thousands)
                                                            Year Ended December 31,
                                                      1997            1996            1995
<S>                                                 <C>             <C>             <C>
Current:
  Federal                                           $ 1,388         $ 5,429         $ 4,107
  State                                                 561             861             852
  Foreign                                               570             479             551
                                                    -------         -------         -------
                                                      2,519           6,769           5,510
                                                    -------         -------         -------
Deferred:
  Federal                                              (226)           (290)            (85)
  State                                                  60             (59)             (8)
  Foreign                                                51             (12)             --
                                                    -------         -------         -------
                                                       (115)           (361)            (93)
                                                    -------         -------         -------
Utilization and benefit of foreign operating
  loss carryforwards                                   (203)             --            (321)
                                                    -------         -------         -------
                                                      2,201           6,408           5,096
Provision for valuation allowance                      (192)            192              --
                                                    -------         -------         -------
                                                    $ 2,009         $ 6,600         $ 5,096
                                                    =======         =======         =======
</TABLE>

During the fourth  quarter  1997,  the Company  recorded an income tax charge of
$190,000 related to the expected results of pending tax audits.

                                       13
<PAGE>

NOTE  F - INCOME TAXES (Continued)

The total tax provision for each year differs from the amount that would have
been provided by applying the statutory U.S. federal income tax rate to income
before income taxes. The reconciliation of these differences is as follows:
<TABLE>
<CAPTION>
                                                      1997         1996         1995
<S>                                                    <C>          <C>         <C>
U.S. Federal income tax rate                           34%          34%         34%
Provision for tax audits                                4           --          --
State income taxes, net of federal tax benefit          4            4           4
Nondeductible expenses                                  4            1           1
Foreign earnings not subject to U.S. Federal            1            1           1
  income tax, net of foreign taxes
Deferred tax valuation allowance                       (4)           1          --
Other                                                   2           --          --
                                                      ---          ---         ---
                                                       45%          41%         40%
                                                      ===          ===         ===
</TABLE>

Income before income taxes is comprised of domestic and foreign components,
respectively, as follows: 1997-- $1,565,000 and $2,855,000; 1996--$14,184,000
and $2,091,000 and 1995--$11,449,000 and $1,466,000.

Deferred income taxes arise primarily as a result of utilizing depreciation
lives for income tax reporting that are in excess of those used for financial
reporting purposes, as well as recognizing deferred compensation expense, the
provision for doubtful accounts and certain accrued expenses for financial
reporting purposes, which are not currently deductible for income tax purposes.

Taxes on income of international subsidiaries are provided at the tax rates
applicable to their respective tax jurisdictions. The Company's share of the
cumulative undistributed earnings of such subsidiaries was approximately
$4,167,000 and $3,034,000 at December 31, 1997 and 1996, respectively. No
provision has been made for additional income taxes on the undistributed
earnings of the international subsidiaries because earnings are expected to be
reinvested indefinitely in the subsidiaries' operations or because under
existing law, international tax credits would be available to substantially
reduce U.S. taxes payable in the event of distribution.

                                       14
<PAGE>

NOTE  F - INCOME TAXES (Continued)

The  deferred  tax asset as of December  31, 1997 and 1996 is  comprised  of the
following:
<TABLE>
<CAPTION>
                                                               (Dollars in Thousands)
                                                                 1997           1996
<S>                                                            <C>            <C>
     Allowance for doubtful accounts                           $   245        $   209
     Accruals not currently deductible for income taxes            331            193
     Deferred compensation                                         618            726
     Depreciation and amortization                               1,013            724
     Tax benefit of foreign net operating losses                   293            313
     Other                                                          --             17
                                                               -------        -------
                                                                 2,500          2,182
     Valuation reserve                                              --           (192)
                                                               -------        -------
     Net deferred tax asset                                    $ 2,500        $ 1,990
                                                               =======        =======
</TABLE>

At December 31, 1996, management determined it was prudent to record a full
valuation reserve against the operating loss incurred at People Tech, given the
relative lack of history at People Tech for which future estimates of income can
be made. Based on the profitability of People Tech during 1997 and the
expectation that such profitability will continue in subsequent years,
management believes it is more likely than not to realize the net deferred tax
asset and accordingly the valuation reserve has been eliminated.

NOTE G - BENEFIT AND COMPENSATION AGREEMENTS

The Company has a non-qualified supplemental executive retirement plan (the
"Plan") for its Founding Chairman. The Plan is designed to provide retirement
income based on past compensation, reduced by other retirement sources.
Effective January 1, 1997, the Founding Chairman began collecting benefits in
accordance with the Plan.

The Company accounts for this Plan in accordance with the provisions of SFAS No.
87, "Employer's Accounting for Pensions." SFAS No. 87 requires the Company to
recognize a liability equal to the amount by which the actuarial present value
of the accumulated benefit obligation exceeds the fair value of the Plan's
assets. This liability was approximately $1,151,000 and $1,184,000 for 1997 and
1996, respectively, using a discount rate of 7.25%. Since the Plan is not funded
by the Company, the recorded liability equals the present value of the
accumulated benefit obligation.

The Company has non-qualified supplemental executive retirement plans for its
Chief Executive Officer and President to which a percentage of compensation,
including base salary and incentive bonuses, is credited annually. Deferred
amounts earn annual interest equal to the two-year Guaranteed Investment
Contract Index on November 30 of the current plan year, or 6%, whichever is
higher (6% at both November 30, 1997 and 1996). The account balance is payable
as a life annuity in equal monthly installments with interest on the unpaid
balance upon termination of service with the Company. The Chief Executive
Officer and President's interest in the plans vests at the rate of 10% and 20%
per year, respectively, which began in 1993 and 1996, respectively.

                                       15

<PAGE>


NOTE G - BENEFIT AND COMPENSATION AGREEMENTS (Continued)

The Company also maintains life insurance policies on the lives of key
executives, naming the Company as the beneficiary. The cash surrender value of
these policies is included in the Other non-current assets section of the
Consolidated Balance Sheets.

The Company also maintains employment agreements and incentive compensation
agreements with certain key management employees. The agreements typically
result from the Company's acquisitions of outside firms. The agreements provide
for additional compensation over and above the individual's annual salary, based
upon the achievement of certain levels of overall Company, individual group or
region performance. These agreements provide for aggregate minimum annual
compensation for these employees of approximately $3,193,000 in 1998, $2,056,000
in 1999, $1,115,000 in 2000, $45,000 in 2001 and $35,000 in 2002.

NOTE H - EMPLOYEE BENEFIT PLANS

The Company maintains a defined contribution savings plan, available to
substantially all employees, under Section 401(k) of the Internal Revenue Code.
Under this plan, the Company will contribute 25% of the participating employee's
annual contribution. In 1996 and 1995, in connection with achieving a certain
level of targeted Company profits, the Company contributed an additional 12.5%
of the participating employee's contribution for a total of 37.5%. The Company
made no additional contribution for 1997 based on the Company's failure to meet
internal targets. Employee contributions are generally limited to 10% of their
compensation subject to Internal Revenue Code limitations. Company contributions
were approximately $469,000, $704,000, and $686,000 for 1997, 1996 and 1995,
respectively.

In addition, the Company maintains a non-qualified deferred compensation plan
for certain employees. Under the plan, participants may defer payment of up to
10% of their annual cash compensation reduced by amounts contributed to the
Company's 401(k) plan. Deferred amounts earn annual interest equal to the
two-year Guaranteed Investment Contract Index on November 30 preceding each plan
year or 6%, whichever is higher (6% at both November 30, 1997 and 1996). The
deferred amounts will be paid from the general assets of the Company and are
included in deferred compensation as of December 31, 1997 and 1996.

                                       16
<PAGE>

NOTE I - LEASE OBLIGATIONS

The Company leases office space and equipment at various locations and accounts
for these obligations as operating leases. Rentals relating to these leases are
recorded on a straight-line basis. Rental expense approximated $14,350,000,
$13,000,000 and $11,998,000 in 1997, 1996, and 1995, respectively. Contingent
rentals may be due each year under the terms of the various office space leases
as the result of certain increases in building operating expenses over the base
year amounts. The following is a schedule, by year, of future minimum rental
payments required under operating leases with remaining non-cancelable lease
terms in excess of one year as of December 31, 1997:

                                            (Dollars in Thousands)
   Year Ending December 31,                         Amount
1998                                                $11,076
1999                                                  9,582
2000                                                  8,289
2001                                                  6,985
2002                                                  3,967
2003 and subsequent years                             2,838

NOTE J - SHAREHOLDERS' EQUITY

Stock Splits

Effective November 10, 1995, the Company's Common Stock split into three shares
for each two shares outstanding. Additionally, effective July 26, 1996, the
Company's Common Stock split a second time into three shares for each two shares
outstanding. The stated par value per share of Common Stock was not changed for
both stock splits from its existing amount of $0.01 per share. All share and per
share amounts referred to in the financial statements and notes thereto have
been restated to reflect both stock splits, including rounding up for fractional
shares, where appropriate.

Stock Option Plans

The Company has a 1986 Stock Option Plan (the "1986 Plan") under which 968,000
shares of Common Stock are reserved for issuance upon the exercise of incentive
stock options, stock appreciation rights or non-qualified stock options that may
be granted to employees. Outstanding options granted under this plan are
exercisable, cumulatively, in three or four equal annual installments beginning
one year from the date of grant. Effective September 8, 1996, no further stock
options can be granted under the 1986 Plan.

The Company also has a 1993 Stock Incentive Plan, as amended in 1996, with
2,475,000 shares of Common Stock reserved for issuance upon the exercise of
incentive stock options or non-qualified stock options that may be granted to
employees. Outstanding options granted under this plan have ten year terms and
are exercisable, cumulatively, in three equal annual installments, beginning one
year from the date of grant. At December 31, 1997, 926,553 shares were available
for issuance under this plan.

                                       17
<PAGE>
NOTE J - SHAREHOLDERS' EQUITY (Continued)

In addition, in January 1995, the Company Shareholders adopted amendments to the
1993 Stock Incentive Plan permitting awards of restricted stock under such plan.
The amendments to the 1993 Stock Incentive Plan permit awards of up to an
aggregate of 675,000 shares of the Company's Common Stock to certain officers
and key employees. Restrictions generally limit the sale or transfer of the
shares during a restricted period of approximately three years. Thereafter, the
restricted stock will either vest, in whole or in part, with the participant or
be forfeited, in whole or in part, back to the Company based on its earnings
performance for this three year period. During 1996 and 1995, 29,250 and 44,550
shares of restricted stock were awarded, respectively. Due to the Company's
decreasing stock price during 1997 and the forfeiture of certain awards, total
compensation expense related to restricted stock grants included within general
sales and administration expenses was reduced by approximately $633,000 during
1997. Approximately $658,000 and $230,000 of compensation expense related to
these shares was charged to general sales and administration expenses in 1996
and 1995, respectively.

The Company also has a Directors' Stock Option Plan, under which 225,000 shares
of Common Stock are reserved for issuance upon the exercise of incentive stock
options or non-qualified stock options that may be granted to non-employee
Directors of the Board of Directors. Outstanding options granted under this plan
have five year terms and are exercisable, cumulatively, in three equal annual
installments, beginning one year from the date of grant. At December 31, 1997,
171,000 option shares were available for issuance under this plan.

The Company has elected to follow APB No. 25, "Accounting for Stock Issued to
Employees" in accounting for its stock options. Under APB No. 25, no
compensation expense is recognized because the exercise price of the Company's
stock options equals the market price of the underlying stock on the date of the
grant. Had compensation cost for these plans been determined with SFAS No. 123,
"Accounting for Stock-Based Compensation", the Company's net income and earnings
per share for 1997 and 1996 would have been reduced to the following pro forma
amounts:
<TABLE>
<CAPTION>
                                              1997                1996                  1995
<S>                                      <C>                  <C>                  <C>
     Net income - as reported            $2,073,000           $9,675,000           $7,819,000
     Net income - pro forma                $108,000           $8,389,000           $7,638,000

     Basic EPS - as reported                  $0.31                $1.55                $1.31
     Basic EPS - pro forma                    $0.02                $1.34                $1.28

     Diluted EPS - as reported                $0.31                $1.45                $1.24
     Diluted EPS - pro forma                  $0.02                $1.26                $1.21
</TABLE>

The fair value of the options were estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1997, 1996 and 1995, respectively: risk-free
interest rates of 6.4% for all years; no dividend yield for all years; expected
volatility of 70% for all years; and a weighted average expected life of the
option of 7 years. Under SFAS No. 123, total compensation expense, net of tax
benefit, approximated $1,965,000, $1,286,000, $181,000 in 1997, 1996, and 1995,
respectively.

                                       18
<PAGE>

NOTE J - SHAREHOLDERS' EQUITY (Continued)

Because the accounting under SFAS No. 123 has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation cost may
not be representative of that to be expected in future years.

A summary of the status of the Company's stock option plans at December 31,
1997, 1996 and 1995 and changes during the years then ended is presented in the
table and narrative below:
<TABLE>
<CAPTION>
                                                        1997                        1996                        1995
                                                             Weighted                    Weighted                    Weighted
                                                              Average                     Average                     Average
                                                             Exercise                    Exercise                    Exercise
                                               Shares          Price         Shares        Price        Shares         Price
<S>                                          <C>               <C>        <C>              <C>        <C>              <C>
Outstanding at beginning of year             1,238,295         $10.92     1,274,534        $7.89      1,033,577        $5.77
Granted                                        241,788          17.31       311,300        16.77        390,000        12.82
Exercised                                     (236,095)          5.08      (316,039)        4.23      (108,918)         5.78
Canceled                                       (43,750)         13.08       (31,500)       15.29       (40,125)         6.82
                                             ---------         ------     ---------       ------      ---------        -----
Outstanding at end of year                   1,200,238         $13.26     1,238,295       $10.92      1,274,534        $7.89

Exercisable at end of year                     672,492         $10.93       610,247        $7.63        671,939        $4.63

Weighted average fair value                                    $12.10                     $11.21                       $9.24
of options granted
</TABLE>

Exercise prices for options outstanding as of December 31, 1997 ranged from
$6.89 to $24.33. The weighted average remaining contractual life of these
options is approximately 7.75 years.

Employee Stock Purchase Plan

On May 9, 1996, the Company Shareholders approved the creation of the Company's
1996 Employee Stock Purchase Plan (the "ESPP"). Effective July 1, 1996, 150,000
shares were reserved for issuance under the ESPP. The ESPP permits employees to
purchase Company Common Stock at 85% of the average market price on the last day
of the applicable quarterly period. All Company employees, except executive
employees, are eligible to participate in the ESPP. During 1996 and 1997, 4,368
and 37,859 shares, respectively, were purchased through the ESPP.

Repurchase of Common Stock

In March 1997, the Board of Directors (the "Board") approved a stock repurchase
program under which the Company is authorized to repurchase up to 10% of its
currently outstanding common stock. Any shares repurchased will be held as
treasury shares and be available to the Company for use in various benefit plans
and, when authorized by the Board, for other general corporate purposes. The
Board has authorized Company management to pursue the repurchase program in open
market transactions from time-to-time, depending upon market conditions and
other factors.

During 1997, the Company repurchased 127,500 shares of common stock at an
aggregate purchase price of $1,379,000.

                                       19
<PAGE>

NOTE K - EARNINGS PER SHARE

In 1997, the Company adopted SFAS. No. 128, "Earnings per Share". The
calculations of earnings per share ("EPS") under SFAS No. 128 are detailed
below.

                                          For the year ended 12/31/97
                                        Income         Shares         EPS
      Basic EPS:
      Net income                       $2,073,000      6,596,000      $0.31
                                                                      =====
      Impact of options                        --        129,000
                                       ----------      ---------
      Diluted EPS:
      Net income                       $2,073,000      6,725,000      $0.31
                                       ==========      =========      =====


                                          For the year ended 12/31/96
                                        Income         Shares         EPS
      Basic EPS:
      Net income                       $9,675,000      6,252,000      $1.55
                                                                      =====
      Impact of options                        --        411,000
                                       ----------      ---------
      Diluted EPS:
      Net income                       $9,675,000      6,663,000      $1.45
                                       ==========      =========      =====


                                          For the year ended 12/31/95
                                        Income         Shares         EPS
      Basic EPS:
      Net income                       $7,819,000      5,984,000      $1.31
                                                                      =====
      Impact of options                        --        306,000
                                       ----------      ---------
      Diluted EPS:
      Net income                       $7,819,000      6,290,000      $1.24
                                       ==========      =========      =====


For the year ended December 31, 1997, outstanding options to purchase 785,964
shares of Company Common Stock at $12.75 to $24.33 were excluded from the
computation of diluted EPS, as the options' exercise price was greater than the
average market price of the Common Stock.

As a result of the Company's adoption of SFAS No. 128, the Company's reported
EPS for 1996 and 1995 were restated. The effect of this accounting change on
previously reported EPS data was as follows:

      Per Share Amounts:                          1996      1995
      Primary EPS as reported                    $1.45     $1.24
      Effect of SFAS No. 128                      0.10      0.07
                                                 -----     -----
      Basic EPS as restated                      $1.55     $1.31
                                                 =====     =====

      Fully diluted EPS as reported              $1.44     $1.22
      Effect of SFAS No. 128                      0.01      0.02
                                                 -----     -----
      Diluted EPS as restated                    $1.45     $1.24
                                                 =====     =====

                                       20
<PAGE>

NOTE L - SEGMENTS

Summarized operations of each of the Company's segments in the aggregate for
each of the three years in the period ended December 31, 1997, are as follows
(See Note A for discussion relating to currency translation and Note F for
discussion relating to income taxes):
<TABLE>
<CAPTION>
                                                              (Dollars in Thousands)
1997                               United States       Canada          Europe      Asia-Pacific     Consolidated
<S>                                   <C>              <C>             <C>             <C>            <C>
Identifiable assets                   $63,881          $7,006          $5,600          $5,217         $81,704
                                     ========        ========        ========         =======        ========

Revenue                                97,358           9,784          11,475           7,169         125,786
                                     ========        ========        ========         =======        ========

Operating income (1)                    1,720           1,138             598           1,119           4,575
                                     ========        ========        ========         =======        ========

Depreciation and amortization           5,500             245             444             305           6,494
                                     ========        ========        ========         =======        ========

Capital expenditures                    3,893             126             755             427           5,201
                                     ========        ========        ========         =======        ========

1996                               United States       Canada          Europe      Asia-Pacific     Consolidated
Identifiable assets                   $60,414          $7,155          $6,366         $    --         $73,935
                                     ========        ========        ========         =======        ========

Revenue                               105,028           9,167          11,074              --         125,269
                                     ========        ========        ========         =======        ========

Operating income (1)                   14,115           1,142             982              --          16,239
                                     ========        ========        ========         =======        ========

Depreciation and amortization           4,038             475             410              --           4,923
                                     ========        ========        ========         =======        ========

Capital expenditures                    4,707              80              86              --           4,873
                                     ========        ========        ========         =======        ========

1995                               United States       Canada          Europe      Asia-Pacific     Consolidated
Identifiable assets                   $51,530          $2,181          $6,520         $    --         $60,231
                                     ========        ========        ========         =======        ========

Revenue                                97,940           7,078           8,987              --         114,005
                                     ========        ========        ========         =======        ========

Operating income (loss) (1)            11,874           1,987            (517)             --          13,344
                                     ========        ========        ========         =======        ========

Depreciation and amortization           3,788             173             323              --           4,284
                                     ========        ========        ========         =======        ========

Capital expenditures                    2,393              96             154              --           2,643
                                     ========        ========        ========         =======        ========
<FN>
(1) The operating income reported for the United States segment includes total
general sales and administration expense reported on the Consolidated Statements
of Income.
</FN>
</TABLE>

                                       21
<PAGE>

NOTE M - SUBSEQUENT EVENTS

Subsequent to December 31, 1997, the Company acquired the assets of three
consulting firms for a combination of cash and future defined incentive
payments. The firms included Manus, a Stamford, Connecticut consulting firm; The
Atlanta Consulting Group, of Atlanta, Georgia; and Teams, Inc. ("Teams"), of
Tempe, Arizona. Definitive agreements, effective January 1, 1998, have been
completed with Manus and The Atlanta Consulting Group and a Letter of Intent has
been executed with Teams subject to definitive agreements expected to be
completed over the next 60 days.

The transaction with Teams will be a joint venture, with the Company purchasing
a 51% interest. As a part of the purchase agreement, the minority shareholders
of Teams have agreed to provide the Company with options to acquire the
remaining 49% of the outstanding interest of Teams beginning on April 1, 2001.
Additionally, the minority shareholders of Teams have the right to require the
Company to purchase the remaining 49% of the outstanding interest of Teams
beginning on April 1, 2001.

The purchase price for these acquisitions totaled approximately $6,000,000,
including contingent payments and costs of acquisition, and will be accounted
for using the purchase method. The Company has funded these acquisitions through
borrowings under the Credit Agreement.

In connection with the acquisition of Manus, the Company entered into another
interest rate swap with a notional principal of $5,500,000, which constitutes
the purchase of this acquisition and the remaining floating rate debt under the
Credit Agreement.

                                       22
<PAGE>
                       RIGHT MANAGEMENT CONSULTANTS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The following table sets forth results of operations before income taxes for the
years indicated. Certain amounts have been reclassified in the 1996 and 1995
Consolidated Statements of Income to conform with the 1997 presentation. This
discussion and analysis is to be read in conjunction with the financial
statements and accompanying notes thereto.

<TABLE>
<CAPTION>
                                                     (Dollars in Thousands)
                                                    Year Ended December 31,
                                           1997              1996              1995
<S>                                      <C>               <C>               <C>
Company office revenue                   $122,281          $120,679          $109,741
Company office expenses                   107,217            95,950            88,425
                                        ---------         ---------         ---------
Company office margin                      15,064            24,729            21,316
Affiliate royalties                         3,505             4,590             4,264
General sales and administration          (13,364)          (13,080)          (12,236)
Restructuring costs (Note B)                 (630)               --                --
Interest income (expense), net               (155)               36              (429)
                                        ---------         ---------         ---------
Income before income taxes                 $4,420           $16,275           $12,915
                                        =========         =========         =========
</TABLE>

1997 Compared to 1996

For the year ended December 31, 1997, revenue generated by Company offices
increased by 1%, or $1,602,000 over 1996. This increase is due to $15,662,000 in
incremental revenues from acquisitions, offset by a 12% same office revenue
decrease. The year to date 1997 incremental revenues from acquisitions include
the results of the entities detailed in Note C to the Consolidated Financial
Statements, as well as two additional months revenue from the People Tech
acquisition consummated effective March 1, 1996. The same office revenue
decrease is due to a general slow down in both the North American and European
career transition markets associated with the continued strength of the U.S.
economy. Additionally, the Company experienced compression in the length of
career transition programs provided which negatively impacted office revenues by
lowering average fees by program.

The Company's consulting line of business reported total revenues of
$11,100,000, which represents a 16% increase over 1996. The Company is committed
to the growth of this line of business as evident in the three acquisitions
announced subsequent to December 31, 1997 (see Note M to the Consolidated
Financial Statements).

For the year ended December 31, 1997, Affiliate royalties decreased 24%, or
$1,085,000 from 1996. The decrease is attributable to the aforementioned decline
in the North American career transition market, as well as the acquisitions of
three former Affiliates in the first quarter 1997 (see Note C to the
Consolidated Financial Statements). Revenue from the acquisition of the three
former Affiliates is reflected as Company office revenue subsequent to the
acquisition. On a same office basis, Affiliate royalties decreased 19% or
$816,000 from 1996.

                                       23
<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

For the year ended December 31, 1997, total Company office expenses, exclusive
of formal restructuring costs (see Note B to the Consolidated Financial
Statements) increased 12% or $11,267,000 over 1996. This increase is due to
approximately $12,959,000 in incremental costs from acquisitions, as well as
approximately $1,150,000 in additional office level charges for severance, lease
reductions and strategic planning during the fourth quarter of 1997. Exclusive
of costs from acquisitions, formal restructuring costs and the one time charges
during the fourth quarter, the Company's same office expenses decreased by
approximately $2,842,000 from 1996 due to general cost containment measures
implemented by the Company necessary to align the cost infrastructure with the
decreased same office revenues.

Aggregate Company office margins, exclusive of formal restructuring costs, were
12% and 20% for 1997 and 1996, respectively. The decrease in margins is
attributable primarily to the previously mentioned decline in career transition
revenues and program compression, partly offset by improved margins in the
consulting line of business and favorable results for the Company's Davidson &
Associates acquisition (see Note C to the Consolidated Financial Statements).

For the year ended December 31, 1997, general sales and administration expenses
increased by 2% or $284,000 over 1996. This increase is due primarily to the
fourth quarter 1997 costs associated with the Company's updated strategic plan,
amortization costs associated with the Company's eleven acquisitions during 1997
(see Note C to the Consolidated Financial Statements), and the additions of key
management personnel during the latter half of 1996 and throughout 1997. Due to
the Company's decreasing stock price during 1997 and the forfeiture of certain
awards of common stock, total compensation expense related to restricted stock
grants included within general sales and administration expenses was reduced by
approximately $633,000 for 1997. For the year ended December 31, 1997, general
sales and administration expenses as a percentage of total revenues were
approximately 11% versus 10% for 1996.

For the year ended December 31, 1997, the Company's effective tax rate was
approximately 45% versus 41% for 1996. The increase in the effective tax rate is
due primarily to the impact of an income tax charge of approximately $190,000
related to the expected results of pending tax audits (see Note F to the
Consolidated Financial Statements).

                                       24
<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

1996 Compared to 1995

For the year ended December 31, 1996, revenue generated by Company offices
increased 10%, or $10,938,000 over 1995. This increase is attributable to
revenue growth in existing Company offices, coupled with the additional full
year revenues from the LM&P and Providence acquisitions, and partial year
revenues from the People Tech acquisition. Incremental revenue generated through
these acquisitions totaled $6,158,000 or 56% of the total revenue increase. The
remaining increase was provided by same office revenue growth of approximately
4%.

For the year ended December 31, 1996, Affiliate royalties increased 8%, or
$326,000 over 1995. This increase is attributable to revenue growth in existing
Affiliate offices, offset by reduced Affiliate royalties from the acquisition of
the Providence Affiliate on October 1, 1995. Revenue from Providence is
reflected as Company office revenue subsequent to the acquisition. On a same
office basis, Affiliate royalties increased 13% in 1996 due primarily to
significant billings from our Affiliates in the North Central region of the
United States.

For the year ended December 31, 1996, Company office expenses in the aggregate
increased 9%, or $7,525,000 over 1995. This dollar increase is primarily due to
the incremental costs from the LM&P, Providence and People Tech acquisitions, in
addition to growth in existing Company offices. The acquisitions accounted for
$5,376,000 or 71% of the total increase. The remainder of the increase is a
function of revenue growth in existing Company offices. Despite the cost
increase, office operating margins improved to 20% in 1996 from 19% in 1995.
This improvement is a reflection of higher operating efficiencies in the career
transition business, enhanced pricing, and strong European results, partly
offset by a loss in the consulting business.

For the year ended December 31, 1996, general sales and administration expense
increased 7%, or $844,000 over 1995. The increase is due primarily to the
Company's continued investments in technology and the additional costs of the
1996 and 1995 restricted stock grants attributable to the Company's stock price
increase. Despite the increase in 1996, general sales and administration
expenses as a percentage of total revenues decreased to 10% from 11% in 1995.

For the year ended December 31, 1996, income before income taxes increased 26%,
or $3,360,000 over 1995. The increase is attributable to the combination of
greater Company office revenue and Affiliate royalties, improved office
operating margins and reduced general sales and administration expenses as
compared to Company growth.

For the year ended December 31, 1996, the Company's effective tax rate was
approximately 41% versus 40% for 1995.

                                       25
<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

Capital Resources and Liquidity

At December 31, 1997 and 1996, the Company had cash and cash equivalents of
$7,583,000 and $18,055,000, respectively. The significant decrease in cash and
cash equivalents is the result of lower net income, as well as payments made for
acquisitions and 1996 incentive compensation (see Note C to the Consolidated
Financial Statements). At December 31, 1997, the Company's working capital
decreased to $15,491,000 from $25,342,000 at December 31, 1996.

Net cash utilized by investing activities amounted to $18,400,000 and $8,274,000
for 1997 and 1996, respectively. The Company continues to purchase equipment and
technology to meet the needs of its expanding operations and to enhance its
operating efficiency. During 1997, the Company acquired eleven career management
firms for a combination of cash and future defined incentive payments (see Note
C to the Consolidated Financial Statements). The $13,199,000 net cash paid for
acquisitions on the Consolidated Statement of Cash Flows is net of $1,368,000 of
cash acquired from acquisitions. Additionally, in connection with the Davidson &
Associates acquisition (see Note C to the Consolidated Financial Statements),
the net cash paid for acquisitions on the Consolidated Statement of Cash Flows
excludes the value of the issuance of 96,577 shares which is considered a
non-cash investing activity.

During 1996, the Company acquired the business, assets, and/or outstanding stock
of four career management consulting firms, including People Tech, for a
combination of cash and non-cash items, including the assumption of incomplete
consulting contracts, future defined incentives and other considerations.
Additionally during 1996, the Company made a significant investment in
technology with the implementation of a new financial system.

Net cash provided by financing activities amounted to $5,250,000 and $695,000 in
1997 and 1996, respectively. The net cash provided by financing activities for
1997 was the result of $7,500,000 in borrowings from the Company's revolving
credit facility in order to complete two acquisitions (see Note C to the
Consolidated Financial Statements) and proceeds from the issuance of stock,
partly offset by repayments on the Company's borrowings and defined incentives
for acquisitions made in previous years, as well as the repurchase of common
stock (see Note J to the Consolidated Financial Statements).


                                       26
<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

In addition to cash flow provided by operations, the Company has borrowing
facilities to provide for increased working capital needs as well as to provide
for future acquisition opportunities. During 1996, the Company increased its
borrowing capacity to $40,000,000 from the previous $15,000,000 level through
the execution of its Credit Agreement with its two primary lenders (See Note E
to the Consolidated Financial Statements). The Company had approximately
$28,392,000 and $34,263,000 available under the Credit Agreement at December 31,
1997 and 1996, respectively. Subsequent to December 31, 1997, the Company
announced the acquisition of three consulting firms for a combination of cash
and future defined incentive payments (see Note M to the Consolidated Financial
Statements). The Company will fund these acquisitions through borrowings under
the Credit Agreement. The Company plans to utilize the Credit Agreement in
future periods to assist in the financing of acquisitions as they arise, and for
other general corporate purposes.

The Company anticipates that its cash and working capital will be sufficient to
service its existing debt and maintain Company operations at current levels for
the foreseeable future. The Company will continue to consider expansion
opportunities as they arise, although the economics, strategic implications and
other circumstances justifying the expansion will be key factors in determining
the amount and type of resources the Company will devote to further expansion.

                                       27
<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

Year 2000

The Company has completed a preliminary evaluation of the potential impact of
the year 2000 and is not able to reasonably quantify the anticipated costs at
this time. However, the Company clearly expects costs to be incurred addressing
the year 2000 issue, but does not expect these costs to have a material impact
on its business, operations, or its financial condition.

Forward-Looking Statements

Statements included in this Report on Form 10-K, including within this
Management's Discussion and Analysis of Financial Condition and Results of
Operations which are not historical in nature, are intended to be, and hereby
are identified as "forward looking statements" for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers that forward looking statements including without limitation
those relating to the Company's future business prospects, revenues, working
capital, liquidity, capital needs, interest costs and income are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those indicated in the forward looking statements due to several
important factors hereafter identified, among others, as well as other risks and
uncertainties identified from time to time in the Company's reports filed with
the Securities and Exchange Commission. Readers of this Report are cautioned not
to place undue reliance upon these forward looking statements, which speak only
as of the date hereof. The Company undertakes no obligation to publicly release
any revisions to these forward looking statements or reflect events or
circumstances after the date hereof.

Among the factors that create risk and uncertainty are (i) government regulation
of the Company's Affiliates; (ii) the Company's ability to maintain good
relationships with its remaining Affiliates; (iii) competition within the highly
fragmented career transition and human resource consulting services industries;
(iv) the dependence on key management or operating personnel within the Company
or an Affiliate; (v) economic conditions on a local, regional, national and
international basis, which affect the demand for the Company's services; for
example, a stronger economy can lead to easier and more rapid job change and
reentry, which can reduce the demand for the Company's services or compress the
length of the services provided, thereby negatively impacting prices. Weaker
economic conditions can also lead to reluctance on outside companies' part to
incur the expenditure associated with the Company's services.


                                       28

<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.
               STATEMENT OF MANAGEMENT'S FINANCIAL RESPONSIBILITY

Management has prepared and is responsible for the integrity and objectivity of
the financial statements and related financial information contained in this
Annual Report. The financial statements are in conformity with generally
accepted accounting principles consistently applied and reflect management's
informed judgment and estimation as to the effect of events and transactions
that are accounted for or disclosed.

Management maintains a system of internal control. This system, which undergoes
periodic evaluation, is designed to provide reasonable assurance that assets are
safeguarded and records are adequate for the preparation of reliable financial
data. In determining the extent of the system of internal control, management
recognizes that the cost should not exceed the benefits derived. The evaluation
of these factors requires estimates and judgment by management.

Arthur Andersen LLP is engaged to render an opinion as to whether management's
financial statements present fairly Right Management Consultants, Inc.'s
financial position, results of operations and cash flows. The scope of their
engagement included a review of the internal control system to the extent deemed
necessary to render an opinion on these financial statements. The Report of
Independent Public Accountants is presented in the enclosed document.

The Audit Committee of the Board of Directors meets directly with the
Independent Public Accountants and management to ascertain whether they are
properly discharging their responsibilities.

               Right Management Consultants, Inc.

               /s/ G. Lee Bohs

               G. Lee Bohs
               Executive Vice President,
               Chief Financial Officer, Treasurer and Secretary

                                       29
<PAGE>
                       RIGHT MANAGEMENT CONSULTANTS, INC.
<TABLE>
<CAPTION>
1997 DIRECTORS AND EXECUTIVE OFFICERS
<S>                                                                    <C>
Richard J. Pinola                                                       Chairman of the Board of Directors and Chief Executive
                                                                        Officer
Frank P. Louchheim                                                      Founding Chairman and Director
Joseph T. Smith                                                         President, Chief Operating Officer and Director
Larry A. Evans                                                          Executive Vice President and Director
Dr. Marti D. Smye                                                       President of People Tech Consulting, Inc. and Director
Frederick Davidson                                                      President of Davidson & Associates and Director

DIRECTORS
John R. Bourbeau                                                        President of Right Associates(R) of the Great Lakes
                                                                        Region, an Affiliate of the Company
Raymond B. Langton                                                      President and Chief Executive
                                                                        Officer of SKM Applied Technology Partners
Rebecca J. Maddox                                                       President and Co-founder of Capital Rose, Inc.
Catherine Y. Selleck                                                    Business Consultant

OTHER EXECUTIVE OFFICERS
John J. Gavin                                                           Executive Vice President
G. Lee Bohs                                                             Executive Vice President, Chief Financial Officer,
                                                                        Treasurer and Secretary
Peter J. Doris                                                          Executive Vice President
Nancy N. Geffner                                                        Executive Vice President - New York Group
Manville D. Smith                                                       Executive Vice President - Southern Group
Terry W. Szwec                                                          Executive Vice President - Canadian Group
Gilbert A. Wetzel                                                       Executive Vice President - Eastern Group
Joan Strewler                                                           Executive Vice President - North Central Group
Timothy D. Dorman                                                       Executive Vice President - Western Group
</TABLE>


Corporate Headquarters                           Independent Public Accountants
Right Management Consultants, Inc.               Arthur Andersen LLP
1818 Market Street                               Philadelphia, Pennsylvania
33rd Floor
Philadelphia, Pennsylvania 19103

General Counsel
Fox, Rothschild, O'Brien & Frankel
Philadelphia, Pennsylvania

                                       30
<PAGE>
                       RIGHT MANAGEMENT CONSULTANTS, INC.

Subsidiaries               Right Associates Government Services, Inc.
                           Right Associates Acquisition Co.
                           Conviction Right France, SA
                           Right Associates (Belgium), Inc.
                           Right Associates (France), Inc.
                           Right Associates & Co., SNC
                           Right Human Resources, Inc.
                           Right Associates, Ltd.
                           Right Associates, Inc.
                           Right Associates License, Inc.
                           R.M.C. & Co., SNC
                           The THinc Consulting Group International (U.K.), Ltd.
                           People Tech Consulting Corporation
                           People Tech Consulting, Ltd.
                           ProTransition, Inc.
                           Chapel Stowell, Inc.
                           Cavendish Partners Ltd.
                           Right D & A Pty. Ltd. (51% ownership)


Service Marks and          Right Associates, THinc, Partners in Managing Change,
Trade Marks                The Right Fit, The Right Way, Key Executive Service
                           and Zeroing-in-Process (Z.I.P.) are registered
                           Service Marks of Right Management Consultants, Inc.
                           People Tech is a registered Service Mark of a wholly
                           owned subsidiary.

                           The Right Report is a registered Trademark of Right
                           Management Consultants, Inc.

                           Rightrack and the Globe Design are Service Marks of
                           Right Management Consultants, Inc.


                                       31
<PAGE>

                       RIGHT MANAGEMENT CONSULTANTS, INC.

Right Management Consultants, Inc.
Common Stock Listed on NASDAQ Stock Market
Symbol RMCI

Common Stock Data

            1997                                          High       Low
                      First Quarter                      23 1/2     8 3/4
                      Second Quarter                     11 3/4     9 5/8
                      Third Quarter                      11 1/2     9 1/4
                      Fourth Quarter                     13 1/2     9 1/8

            1996                                          High       Low
                      First Quarter                      20 5/8     15
                      Second Quarter                     25         20
                      Third Quarter                      27 1/2     19 1/4
                      Fourth Quarter                     24 1/2     18 1/2


The above prices reflect interdealer prices, without retail markup,  markdown or
commission and may not necessarily represent actual transactions.

As of March 27, 1998, there were 159 record holders and approximately 2,361
beneficial owners of the Company's Common Stock.

The  Company  has never paid any  dividends  on its Common  Stock and  currently
expects  that  all of its  earnings  will  be  retained  and  reinvested  in the
Company's business.

Registrar and                       StockTrans, Inc.
Transfer Agent                      Ardmore, Pennsylvania

Availability of                     A copy of the Company's Annual Report
10-K Annual Report                  to the Securities and Exchange
                                    Commission  on Form 10-K may be  obtained by
                                    writing to:

                                    Paul J. Straub
                                    Manager of Financial Reporting
                                    Right Management Consultants, Inc.
                                    1818 Market Street
                                    Thirty-third Floor
                                    Philadelphia, PA 19103

                                       32
<PAGE>

WORLD
HEADQUARTERS
 Philadelphia, PA

UNITED STATES AND PUERTO RICO
Alabama
 Birmingham

Alaska
 Anchorage

Arizona
 Phoenix
 Tucson

California
 Cupertino
 Irvine
 Los Angeles
 Pasadena
 Sacramento
 San Bernardino
 San Diego
 San Francisco
 Walnut Creek
 Woodland Hills

Colorado
 Colorado Springs
 Denver

Connecticut
 Hartford
 Stamford

Delaware
 Wilmington

District of Columbia
 Washington

Florida
 Boca Raton
 Fort Lauderdale
 Jacksonville
 Miami
 Orlando
 Palm Beach
 Saint Petersburg
 Tampa

Georgia
 Atlanta

Illinois
 Chicago
 Northbrook
 Oak Brook

Indiana
 Indianapolis

Iowa
 Des Moines

Kansas
 Wichita

Kentucky
 Lexington
 Louisville

Louisiana
 New Orleans

Maryland
 Baltimore
 Hunt Valley

Massachusetts
 Boston
 Burlington

Michigan
 Detroit
 Grand Rapids
 Kalamazoo
 Lansing
 Midland

Minnesota
 Edina
 Minneapolis

Missouri
 Kansas City
 St. Louis

Nebraska
 Omaha

Nevada
 Las Vegas

New Jersey
 Parsippany
 Princeton
 Upper Saddle River

New Mexico
 Albuquerque

New York
 Buffalo
 Melville
 New York City
 Westchester

North Carolina
 Charlotte
 Greensboro
 Raleigh
 Winston-Salem

Ohio
 Cincinnati
 Cleveland
 Columbus
 Dayton
 Toledo

Oklahoma
 Oklahoma City
 Tulsa

Oregon
 Portland

Pennsylvania
 Allentown
 Erie
 Lancaster
 Malvern
 Philadelphia
 Pittsburgh
 Reading

Puerto Rico
 San Juan

Rhode Island
 Providence

South Carolina
 Greenville

Tennessee
 Kingsport
 Knoxville
 Memphis
 Nashville

Texas
 Austin
 Dallas
 Fort Worth
 Houston
 San Antonio

Utah
 Salt Lake City

Virginia
 Fairfax
 Richmond
 Roanoke
 Vienna
 Virginia Beach

Washington
 Seattle

West Virginia
 Charleston

Wisconsin
 Madison
 Mequon
 Milwaukee

CANADA

Alberta
 Calgary
 Edmonton

British Columbia
 Vancouver

Manitoba
 Winnipeg

New Brunswick
 Moncton
 St. John

New Foundland
 St. John's

Nova Scotia
 Halifax

Ontario
 Kingston
 London
 Mississauga
 Ottawa
 Richmond Hill
 Toronto

Quebec
 Montreal
 Quebec City

Saskatchewan
 Saskatoon


<PAGE>
EUROPE
 Belgium
 Antwerp
 Burssels

England
 London
 Swindon

France
 Paris

Scotland
 Aberdeen
 Glasgow

Switzerland
 Geneva

Asia/Pacific
Australia
 Adelaide
 Brisbane
 Canberra
 Melbourne
 Perth
 Sydney

China
 Hong Kong

New Zealand
 Auckland

Singapore