According to the Company’s FORM 10-K For The Fiscal Year Ended January 2, 2004, between November 2002 and January 2003, six class actions seeking unspecified damages were filed against Answerthink and certain of its current and former officers and directors alleging violations of the Securities and Exchange Act of 1934. The complaints alleged misstatements and omissions concerning, among other things, related party transactions during the alleged class period of February 8, 2000 to April 25, 2002. On January 7, 2003 the federal district court entered an order closing and consolidating these cases and any subsequently filed related cases into Druskin, et al. v. Answerthink, Inc., et al., Case No. 02-23304-CIV-GOLD. A consolidated amended complaint was filed on May 9, 2003. The Company filed a motion to dismiss the consolidated amended complaint on July 15, 2003. The court granted the Company’s motion to dismiss the consolidated and amended complaint on January 5, 2004 and allowed the plaintiffs leave to amend the consolidated amended complaint. The plaintiffs did not file an amended complaint within the time allowed by the court. On February 11, 2004, the court entered a final judgement dismissing the case against all parties with prejudice and closed the case. The time for appeal has expired. This matter is concluded.

The original Complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. As alleged in the complaint, throughout the Class Period, defendants issues a series of false and misleading statements announcing 'record' financial results. In violation of Generally Accepted Accounting Principles ('GAAP'), the complaint alleges, defendants failed to disclose that the 'record' results included revenues recognized from transactions with related parties who were near-bankruptcy and lacked the financial means to finalize the sales. Specifically, in order to boost reported revenues and earnings during the third and fourth quarters of 2000, the Company recognized approximately $16.7 million of revenue in connection with various transactions with related parties who were either facing imminent bankruptcy or were otherwise unable to survive as a going concern and remit the full $16.7 million as promised. As a result, the complaint alleges, defendants were able to report artificially inflated results which permitted defendants Fernandez and Frank to receive performance-based bonuses and allowed certain of the defendants to sell stock at inflated prices. Ultimately, more than $6 million of receivables and worthless stock in one of the related party companies, which was received as partial payment, was written off through a charge to earnings. On February 7, 2002, when defendants were no longer able to include these illusory revenues in their financial results, the Company reported a huge drop in revenues. As a result, Answerthink investors who purchased stock in reliance on the integrity of defendants' statements and publicly-filed financial reports have sustained tremendous losses. Answerthink stock, which traded at $18 per share on October 17, 2000, dramatically declined and traded at only $1.98 per share on November 13, 2002.