ABR Information Services, Inc. is a leading provider of comprehensive benefits administration, payroll and human resource services to employers seeking to outsource these functions. The Company's operating revenues currently are generated from three sources: employee health and welfare administration services, qualified plan administration services and payroll and human resource administration services. Approximately 36.1% of ABR's fiscal 1998 revenues were derived solely from agreements with the Company's ten largest customers, with General Electric Company accounting for 10.5% of fiscal 1998 revenues. The Company markets its services across the United States through a sales, marketing and support staff, and identifies prospective customers through a combination of direct mail, telemarketing, advertising, and referrals. Since December 1995, ABR has made 10 acquisitions of benefits administration companies.Major recent acquisitions include the August 1998 purchase of Midatlantic 401(k) services, Inc., which was a pioneer in the daily valuation 401(k) field, and the October 1998 acquisition of Chowning, Ltd., one of the nation's largest independent administrators of IRS Section 125 benefit plans HEALTH AND WELFARE SERVICES ABR provides COBRA (Consolidated Omnibus Budget Reconciliation Act), HIPAA (Health Insurance Portability and Accountability Act of 1996) and state-mandated continuation coverage compliance services primarily through its qualifying event agreements with employers and capitation agreements with insurance companies. The Company provides these services under the name CobraServ to a diverse customer base throughout the United States. In addition, the Company generates health and welfare administration services revenues by providing administration services for benefits provided to active employees, including open enrollment,employee enrollment and eligibility and flexible spending account administration. The Company also provides administration services for benefits provided to retired and inactive employees, including retiree healthcare, disability, surviving dependent, family leave, and severance benefits. Most services are offered both on a one-time and a continuous basis. QUALIFIED PLAN SERVICES ABR provides employers with administration services for IRS qualified plans, including defined contribution, defined benefit, and 401(k) plans. Active and retired employees who are vested in a company's pension plan are provided with benefit information and process retirement election forms and other materials to begin the retirement payment process. The Company also develops packages to assist QDRO (Qualified Domestic Relations Order) participants in the process of properly and accurately dividing pension plan assets. ABR verifies qualification of a domestic relations order,and responds to telephone and written inquires regarding QDRO benefits. PAYROLL AND HUMAN RESOURCE ADMINISTRATION SERVICES Payroll services are offered through the Company's PayAmerica proprietary operating system. These services include preparation and payment of paychecks and direct deposits, along with supporting journals, summaries, and management reports. The Company processes federal, state and local payroll taxes on behalf of clients and remits such taxes to the appropriate taxing authorities when due. The Company offers various Human Resource services including comprehensive human resources record keeping services, such as employee job history, applicant tracking, training position management, and benefits tracking capabilities.

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