According to the Company’s Form 10-Q for the quarterly period ended March 31, 2004, the United States District Court dismissed the matter with prejudice on June 27, 2002. The matter was appealed by the plaintiffs to the Sixth Circuit Court of Appeals. On March 30, 2004, the Court of Appeals affirmed the dismissal of the plaintiffs’ complaint in its entirety. The Court also upheld the lower court’s denial of the plaintiffs’ request for leave to amend their complaint.

As previously reported by the Company’s FORM 10-K for the fiscal year ended December 31, 2000, since September 1999, seven purported stockholder class-action lawsuits were filed. Six were filed in the United States District Court for
the Northern District of Ohio against CBIZ and certain of its current and former directors and officers; and one lawsuit filed in the United States District Court for the District of Maryland against CBIZ and certain of its current and former directors and officers. The plaintiffs in each of these cases alleged that the named defendants violated certain provisions of the Securities Exchange Act of 1934 and certain rules promulgated thereunder in connection with certain statements made during various periods from February 1998 through January 2000 by, among other things, improperly amortizing goodwill and failing adequately to monitor changes in operating results. The complaints seek damages in unspecified amounts. CBIZ and the named officer and director defendants moved the United States District Court in the Northern District of Ohio to consolidate the six Ohio cases into a single action and appoint a single lead plaintiff and counsel and require the filing of a consolidated amended complaint. The United States District Court agreed, and is in the process of consolidating the cases and receiving motions from the various plaintiffs regarding who will serve as lead plaintiff and lead counsel. CBIZ and the named officer and director defendants filed an agreed motion with the plaintiffs in the Maryland action to transfer that case from the District of Maryland to the Northern District of Ohio. CBIZ and the named officer and director defendants also filed a motion with the Northern District of Ohio to assign the case to District Judge Matia and consolidate it with the already-consolidated Ohio cases. Each of these motions has been granted, and the Maryland case has been consolidated into the other class action cases before District Judge Matia.

The original Complaint charges Century and certain officers and directors with violating federal securities laws by issuing false and misleading statements about the Company's true acquisition costs, revenue run rates and goodwill amortization periods, and the effects these adverse undisclosed conditions would ultimately have on Century's operations, liquidity, and stock price. When the truth about the Company was revealed, the stock price fell sharply.

One class action complaint has also been filed in the United States District Court for the District of Maryland on February 28, 2000, on behalf of investors who purchased securities of Century Business Services, Inc. (NASDAQ: CBIZ) ("Century" or the "Company") between November 9, 1999 and January 28, 2000 inclusive (the "Class Period"), against Century and certain of its officers and directors (collectively the "Individual Defendants"). The Complaint charges Defendants with violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 promulgated thereunder. The Complaint alleges that during the Class Period, defendants issued false and misleading statements and misstatements, and failed to disclose certain adverse information concerning the Company's internal financial reporting structure.