

   

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1998
                                                     REGISTRATION NO. 333-47953
================================================================================
    
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
   
                                 AMENDMENT NO. 2
    
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------
                         REALTY INFORMATION GROUP, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                   <C>                              <C>
                DELAWARE                          7375                      52-1543845
  (State or other jurisdiction of     (Primary Standard Industrial       (I.R.S. Employer
   incorporation or organization)      Classification Code Number)     Identification No.)
</TABLE>
                                --------------
                              7475 Wisconsin Avenue
                            Bethesda, Maryland 20814
                                 (301) 215-8300

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)
                                --------------
                               ANDREW C. FLORANCE
                      President and Chief Executive Officer
                         Realty Information Group, Inc.
                              7475 Wisconsin Avenue
                            Bethesda, Maryland 20814
                                 (301) 215-8300
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)
                                 --------------
                                   Copies to:

<TABLE>

<S>                                       <C>

     RICHARD W. CASS, ESQ.                         ROBERT H. WERBEL, ESQ.
      ERIC R. MARKUS, ESQ.                         GUY N. MOLINARI, ESQ.
   Wilmer, Cutler & Pickering                       Werbel & Carnelutti
       2445 M Street, NW                        A Professional Corporation
  Washington, D.C. 20037-1420                        711 Fifth Avenue
         (202) 663-6000                           New York, New York 10022
                                                       (212) 832-8300
</TABLE>
                                --------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER EFFECTIVENESS OF THE REGISTRATION STATEMENT.
                                --------------
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 other than securities  offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.[ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.[ ]

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.[ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]

                                --------------
<PAGE>

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

================================================================================
<PAGE>
   

                   SUBJECT TO COMPLETION, DATED MAY 14, 1998
    
PROSPECTUS

                                2,700,000 SHARES

                               [GRAPHIC OMITTED]

                                 Common Stock

     Of the  2,700,000  shares of common  stock,  $.01 par value per share  (the
"Common  Stock"),  of Realty  Information  Group,  Inc. (the "Company")  offered
hereby (the "Offering"),  2,109,091 are being offered by the Company and 590,909
are being  offered by  stockholders  (the  "Jamison  Selling  Stockholders")  of
Jamison  Research,  Inc., a business which the Company will acquire  immediately
prior to this Offering  through the issuance of 909,091  shares of Common Stock.
The foregoing  allocation of shares is preliminary  based on an assumed offering
price and will be finally  determined based on the initial public offering price
of the Common Stock. See "Prospectus  Summary -- The Offering." The Company will
not receive any of the  proceeds  from the sale of the shares of Common Stock by
the Jamison Selling Stockholders.

     Prior to this  Offering,  there has been no public  market  for the  Common
Stock of the Company, and there is no assurance that a market will develop or be
sustained  after the  Offering.  It is  currently  anticipated  that the initial
public  offering  price  will be  between  $10.00  and  $12.00  per  share.  See
"Underwriting"  for a discussion of the factors to be considered in  determining
the initial public  offering  price.  The Company has applied to have the Common
Stock quoted on the Nasdaq National Market under the symbol "RIGX."
                               ----------------
                 THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
          SEE "RISK FACTORS" BEGINNING ON PAGE 9 OF THIS PROSPECTUS.
                               ----------------
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
       SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMIS-
          SION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
==================================================================================================
                                            UNDERWRITING                         PROCEEDS TO THE
                                            DISCOUNT AND        PROCEEDS TO      JAMISON SELLING
                       PRICE TO PUBLIC     COMMISSIONS(1)     THE COMPANY(2)      STOCKHOLDERS
--------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>                <C>                <C>
Per Share .........   $                   $                  $                  $
--------------------------------------------------------------------------------------------------
Total(3) ..........   $                   $                  $                  $
==================================================================================================
</TABLE>


(1) Does not reflect the Company's  reimbursement of the out-of-pocket  expenses
    of Allen &  Company  Incorporated  ("Allen")  and  Needham &  Company,  Inc.
    ("Needham") incurred in connection with the Offering, which are estimated to
    be  $150,000.  The  Company has also agreed to  indemnify  the  Underwriters
    against  certain  liabilities  under the  Securities Act of 1933, as amended
    (the "Securities Act"). See "Underwriting."

(2) Before  deducting  expenses  payable by the Company  estimated  at $950,000,
    including  out of pocket  expenses  of Allen and  Needham.  See  "Prospectus
    Summary -- The Offering" and "Use of Proceeds."

(3) The  Company  has  granted to the  Underwriters,  for whom Allen and Needham
    (together,  the "Representatives") are acting as representatives,  an option
    exercisable  within  45 days  after  the  closing  date of the  Offering  to
    purchase up to 270,000  additional  shares of Common Stock on the same terms
    and  conditions  as set forth  above  solely to cover  over-allotments  (the
    "Over-Allotment  Option").  See "Underwriting." If the Over-Allotment Option
    is exercised in full, the total price to the public,  Underwriting Discounts
    and Commissions and Proceeds to Company will be $ , $ and $ ,  respectively.
    The Company,  will not receive any of the  proceeds  from the sale of Common
    Stock by the Jamison Selling Stockholders.

                               ----------------
     The Common Stock is offered by the  Underwriters  named herein when, as and
if received and accepted by them, and subject to their right to reject orders in
whole or in part and  subject  to certain  other  conditions.  The  Underwriters
reserve  the right to  withdraw,  cancel or modify  such offer and to reject any
order, in whole or in part. It is expected that delivery of certificates for the
shares  will be made at the offices of Allen & Company  Incorporated,  711 Fifth
Avenue, New York, New York 10022, on or about , 1998.

                               ----------------
ALLEN & COMPANY                                          NEEDHAM & COMPANY, INC.
 INCORPORATED

                      The date of this Prospectus is , 1998

Information contained in this preliminary prospectus is subject to completion or
amendment.  A registration statement relating to these securities has been filed
with the Securities and Exchange  Commission.  These  securities may not be sold
nor may offers to buy be accepted  prior to the time that a final  prospectus is
delivered.  This preliminary prospectus shall not constitute an offer to sell or
the  solicitation  of an  offer  to buy nor  shall  there  be any  sale of these
securities  in any State in which  such  offer,  solicitation  or sale  would be
unlawful prior to registration or qualification under the securities laws of any
such State.
<PAGE>

Graphics: Computer screen images of Company products and Company logo.

Text:     A leading provider of commercial real estate information to:

          Brokers [types listed];  Owners and Investors [types listed];  Service
          Providers [types listed]; the Public Sector [types listed].

Graphics: (1) United States map showing markets currently covered by the
              Database and planned expansion.

          (2) Graph  depicting  growth of Database  coverage  from 1994  through
              1997.

Text:     Three Years of Rolling Out the Most  Comprehensive  Database  Covering
          the Largest Commercial Real Estate Markets.

Graphic:  Schematic  diagram  depicting data sources for the Company's  Database
          and icons representing the Company's products.

Text:     Growing Family of Complete Information  Solutions from RIG's Intensive
          Nationwide Research Effort.

     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS  THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL  ABOVE THAT WHICH  MIGHT  OTHERWISE  PREVAIL  IN THE OPEN  MARKET.  SUCH
TRANSACTIONS  MAY BE EFFECTED ON THE NASDAQ NATIONAL  MARKET OR OTHERWISE.  SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING."
<PAGE>

                               PROSPECTUS SUMMARY

     The  following  summary is qualified  in its entirety by the more  detailed
information,  historical  and pro forma  financial  statements  and risk factors
appearing  elsewhere in this  Prospectus  and should be read only in conjunction
with the entire Prospectus.  Unless otherwise specified, the information in this
Prospectus (a) gives effect to the  contribution  to Realty  Information  Group,
Inc.  (the  "Company")  of  all  of  the  outstanding  equity  interests  in its
predecessors,  OLD RIG,  Inc.  ("RIGINC")  and Realty  Information  Group,  L.P.
("RIGLP"),  in exchange  for the  Company's  shares at a rate of 3.113 shares of
Company  Common  Stock for each share of RIGINC or unit of RIGLP,  (b) except as
otherwise noted,  does not give effect to the contribution to the Company of all
of the outstanding shares of Jamison Research, Inc. ("Jamison") in consideration
of Company  shares (the "Jamison  Acquisition"),  (c) assumes an initial  public
offering  price of  $11.00  per  share and (d)  assumes  that the  Underwriters'
Over-Allotment Option is not exercised. See "Transactions in Connection with the
Offering." The Company and Jamison are referred to collectively as the "Combined
Company."

                                  THE COMPANY

     The  Company  is a leading  provider  of  comprehensive,  building-specific
information  to the United States  commercial  real estate  industry and related
industries.  The Company has created a proprietary  database (the "Database" and
together with Jamison's  database,  the "Combined  Database"),  through internal
development   and  strategic   acquisitions,   that  the  Company   believes  is
significantly  more  comprehensive,  accurate,  and  up-to-date  than any  other
database of  information  detailing  office and  industrial  space in the United
States.  The Database  includes  hundreds of data fields  providing  substantive
information as well as digitized photographs and floor plan images on individual
commercial buildings in the Company's markets. The Combined Database tracks over
eight billion  square feet of office and  industrial  space in more than 150,000
buildings,  better than twice the  coverage of the  Combined  Company's  nearest
competitor.  The Combined Database also contains detailed information on 120,000
tenants and 14,000  buildings  for sale and is  supported  by one of the largest
office and industrial real estate  research  staffs in the nation.  In addition,
the Company has  developed a portfolio  of  multimedia  software  products  with
Internet  connectivity that allows clients to access the Database and from which
the Company generates revenue in each of its markets.

     The Combined Company is the market leader in providing comprehensive office
and industrial real estate  information in nine of the ten largest United States
metropolitan areas. After establishing the Database and software products in the
Washington,  D.C.  metropolitan  area, the Company expanded to Baltimore (1992),
and  thereafter  to New York City (1994),  Westchester  County,  Long Island and
Northern New Jersey (1995),  Los Angeles,  Orange County and Chicago (1996), and
Philadelphia,  San Francisco and Boston (1997). In connection with the Offering,
the Company will acquire Jamison,  the leading office and industrial real estate
information  provider in Atlanta and  Dallas/Fort  Worth.  The Company  plans to
continue its aggressive  geographic expansion in the United States and in select
international markets. In most instances, the leading office and industrial real
estate brokerage firms in a new market have become the Company's  clients within
six months of entry.  The Company  currently  generates  positive cash flow from
operations  in each  regional  market in which it has  operated  for at least 18
months.

     The Company's  clients access the Database  using the Company's  multimedia
software  products.  These  software  products  include  (i)  CoStar,  a product
primarily  intended for office and industrial  real estate  professionals  which
allows them to use the Database to analyze leasing  options,  market  conditions
and competitive property positions, and to produce multimedia presentations, and
(ii) CrosTrac,  a product primarily intended for participants in the office real
estate  industry  which allows them to identify the most likely  tenants to fill
space vacancies,  to find tenants needing  representation for their space needs,
and for  business-to-business  marketing.  The  Combined  Company  also  derives
significant   revenue  from   Interactive   Advertising  and  Jamison   Reports.
Interactive  Advertising  provides clients with a means of direct access to real
estate  professionals by allowing  placement of advertisements of properties for
lease or sale directly in the Company's  software  products and on the Company's
web site. The Combined

                                       3

<PAGE>

Company plans to expand its  distribution  of Jamison  Reports,  a collection of
quarterly market  conditions  reports,  on a national basis. The Company is also
developing  several new software products to allow clients to better utilize the
Database,  including CoStar I/S, a software product that will provide  extensive
detail on commercial properties offered for sale.

     The  Company  believes  that  it has a  number  of  competitive  advantages
relative to its actual and potential competitors including:

   o The significant  cost of developing a database that is as  comprehensive or
     up-to-date as the Database;

   o Software  products  that have,  as a result of extensive  upgrades,  market
     reseach and input from  clients,  become full  service  solutions to client
     needs;

   o Being the first to capitalize  on the trend to outsource  research and data
     collection in a manner that would be difficult to duplicate;

   o Data,  software and methodologies that have become the standard for clients
     as well as a reliable third-party data source for the media;

   o The  ability  to  expand  rapidly  and  efficiently  into  new  markets  at
     relatively low cost;

   o A  unique  ability  to  offer   consistent   methodology   and  quality  in
     multi-market office and industrial real estate information; and

   o Long-standing  formal and informal  relationships  with key participants in
     the office and industrial real estate market.

     According to the Federal  Reserve,  the inventory of commercial real estate
in the United States has been valued at approximately $3.3 trillion. The Company
estimates that the value of annual transactions for the sale and lease of office
and  industrial  real estate in the United States was $175 billion in 1997.  The
Company  believes  that  the  market  for  office  and  industrial  real  estate
information,  though  undefined  today, is vast based on the volume and value of
commercial real estate  transactions and the large number of parties involved in
such   transactions.   To  effect  these   transactions,   real  estate  brokers
representing  lessors and tenants,  and buyers and sellers,  need comprehensive,
accurate and consistent  building-specific  information to advise their clients.
From its inception,  the Company has sought to consolidate research and software
development efforts and spread the costs of such efforts over its client base in
order to deliver more  comprehensive,  accurate and timely  information than any
single client could obtain through its individual efforts.

   

     Real  estate  brokers  currently  comprise  a  significant  portion  of the
Company's  clients  and  are  the  most  active  users  of the  Database.  Other
participants  in the commercial  real estate  industry  require and subscribe to
various  subsets of the  building-specific  information  found in the  Database.
These clients  include owners and investors,  providers of goods and services to
buildings and tenants,  and public service  agencies.  The Combined  Company has
over 1,900 clients,  including  leaders of the commercial  real estate  industry
such as CB Commercial Real Estate Group,  Inc.,  Grubb & Ellis,  Merrill Lynch &
Co., Julien J. Studley, Inc., Jones Lang Wootton USA, and LaSalle Partners, Inc.
Many of these national  companies have multi-year,  multi-market  contracts with
the Company.  These  multi-market  contracts  strengthen the Company's  position
within the industry and ease the  Company's  entry into new markets by providing
an initial client base. In many instances,  the Company's entry into new markets
has been facilitated by demand from these industry leaders.

    

     The  Company's   objective  is  to  become  the   preeminent   provider  of
building-specific information to the commercial real estate industry and related
industries in the United States and in select international  markets.  There can
be no  assurance  that the Company  will achieve its  objective.  The  principal
components of the Company's strategy are:

                                       4

<PAGE>

   o Maintain  and Improve the  Database.  The Company  intends to maintain  the
     leading  position of the Database by expanding its geographic  coverage and
     depth and by  consistently  auditing and improving the Company's  model for
     collecting the underlying data to help ensure it remains  comprehensive and
     reliable.

   o Maintain  Technology  Leadership.  The Company  intends to provide  ongoing
     upgrades of its software products to incorporate advances in technology and
     to  provide   features  and  advantages  to  facilitate  ease  of  use  and
     flexibility for the Company's clients.

   o Enter New Markets. The Company plans to continue its aggressive  geographic
     expansion in the United  States and in select  international  markets.  The
     Company,  independently,  or in connection  with strategic  acquisitions of
     local  providers,  intends to gain an initial  foothold  in each new target
     market with one of the Company's  products,  and then over time,  introduce
     all of its products in that target market.

   o Increase Market Penetration and Revenue in Established Markets. The Company
     will seek to increase  revenue  from  existing  clients by  increasing  the
     performance and use of the Company's  existing products.  In addition,  the
     Company has not yet  introduced  all of its products in all of its markets.
     Over the next several  years,  the Company  intends to increase  revenue by
     introducing its full complement of products in all of its markets.

   o Introduce  New  Products  to Satisfy  Existing  Client  Needs and Reach New
     Clients. The Company believes the Database contains a wealth of information
     that can be packaged to create an array of new products to satisfy existing
     client needs and reach new clients.  The Company  currently has several new
     products under development.

     The  Company  was formed in  February  1998 by RIGINC and RIGLP to acquire,
directly or indirectly, all of the outstanding equity interests in RIGINC, RIGLP
and Jamison.  RIGINC,  which was  incorporated  and  organized  initially in the
District of Columbia,  operated  the  Company's  business  until  November  1994
(RIGINC  was  reincorporated  under the laws of  Delaware  in 1996).  RIGINC was
formerly  known as "Realty  Information  Group,  Inc.";  in connection  with the
formation of the Company and this  Offering,  RIGINC was renamed "OLD RIG, Inc."
RIGLP, a Delaware limited partnership,  was organized by RIGINC in November 1994
to hold and operate the Company's business.  The Company maintains its executive
offices at 7475  Wisconsin  Avenue,  Bethesda,  Maryland  20814.  The  Company's
telephone number is (301) 215-8300.

                               ----------------
     The Company has filed  applications  in the United  States,  Canada and the
United Kingdom for the CoStar(Reg.  TM) and  CrosTrac(Reg.  TM) marks. All other
trademarks  and trade names  referred to in this  Prospectus are the property of
their respective owners.

                                       5

<PAGE>

                                 THE OFFERING

Common Stock offered by the
 Company.......................   2,109,091 shares(1)

Common Stock offered by the
 Jamison Selling Stockholders..     590,909 shares(1)

Common Stock to be outstanding
 after the Offering............   8,929,817 shares(2)

Use of Proceeds................   The net proceeds of the Offering  will be used
                                  by the Company  primarily for  geographic  and
                                  product   expansion   and  for   repayment  of
                                  indebtedness,    development    of   corporate
                                  information  systems,  and for working capital
                                  and general  corporate  purposes.  See "Use of
                                  Proceeds."

Nasdaq National Market Trading
 Symbol(3).....................   RIGX

----------
(1) The allocation of the 2,700,000  shares in this Offering between the Company
    and the Jamison  Selling  Stockholders  assumes an initial  public  offering
    price of $11.00,  a purchase price for Jamison equal to $10.0  million,  and
    that the Jamison Selling  Stockholders will exercise their right to register
    and sell 65% of the shares received by them in the Offering.  If the initial
    public  offering  price is higher or lower,  the  relative  number of shares
    registered  by the Jamison  Selling  Stockholders  and the  Company  will be
    adjusted accordingly. The Company presently intends to issue and sell in the
    Offering the number of shares that is the difference  between  2,700,000 and
    the number offered by the Jamison Selling Stockholders. However, the Company
    reserves  the right prior to the closing of the  Offering to adjust  further
    the number of shares to be issued by it.

(2) Assumes an initial public offering price of $11.00 per share.  This does not
    include (i) up to 270,000  shares of Common Stock  issuable upon exercise of
    the  Over-Allotment  Option,  (ii) 409,297  shares that will be reserved for
    issuance  upon the exercise of Company  options to be issued in exchange for
    currently  outstanding  options,  exercisable at a weighted average exercise
    price of $3.30 per share,  (iii)  46,695  shares that will be  reserved  for
    issuance  upon  exercise of Company  warrants  to be issued in exchange  for
    currently  outstanding  warrants at an  exercise  price of 10% less than the
    price at which the shares are being offered hereby,  and (iv)  approximately
    350,000  shares  that will be reserved  for  issuance  upon the  exercise of
    options  expected  to be  granted  in  connection  with  the  Offering.  See
    "Underwriting,"  "Management -- Employee  Benefit  Plans,"  "Description  of
    Capital Stock" and "Certain Transactions."

(3) There is  currently  no market  for the  Common  Stock,  and there can be no
    assurance  that a market for the Common  Stock will  develop or be sustained
    after the Offering.  The Company has applied to have the Common Stock quoted
    on the Nasdaq National Market. There can be no assurance, however, that such
    application for quotation will be approved, or if approved,  that listing of
    the Common Stock will be  maintained.  See "Risk  Factors -- No Prior Public
    Market; Determination of Offering Price; Share Price Volatility."

                  TRANSACTIONS IN CONNECTION WITH THE OFFERING

     The Company will consummate a series of related  transactions in connection
with the Offering. Pursuant to a Contribution Agreement dated March 5, 1998 (the
"RIG  Contribution  Agreement"),  RIGLP and RIGINC will be consolidated with the
Company.  Limited  partners  of  RIGLP  (other  than  RIGINC)  and  all  of  the
stockholders  of RIGINC will  receive  3.113  shares of the Common  Stock of the
Company for each limited  partnership  unit or share of common stock  exchanged.
See  "Certain  Transactions."  As a result,  the Company  will own  (directly or
indirectly) all of the capital stock of RIGINC and all of the equity of RIGLP.

     Pursuant to a Contribution  Agreement dated February 17, 1998 (the "Jamison
Contribution  Agreement"),  Jamison will be  consolidated  with the Company in a
transaction  in which the  stockholders  of Jamison will  contribute  all of the
outstanding  capital stock of Jamison to the Company in exchange for $10 million
of the Common Stock of the Company  valued at the price at which Common Stock is
sold in the Offering.  As provided in the Jamison  Contribution  Agreement,  the
Company will offer for resale by the Jamison Selling Stockholders as part of the
Offering up to 65% of the shares of the Common Stock issued to them  pursuant to
the Jamison Contribution Agreement.

     The consolidations  contemplated by the RIG Contribution  Agreement and the
Jamison  Contribution  Agreement and the Offering are an integrated  transaction
intended to qualify under  Section 351 of the Internal  Revenue Code of 1986, as
amended (the "Transaction").

                                        6

<PAGE>

               SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
     (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA AND OTHER OPERATING DATA)

     The following  table sets forth summary  financial  data of the Company for
the five years ended December 31, 1997 and the three months ended March 31, 1997
and 1998,  and certain pro forma  financial data for the year ended December 31,
1997 and the three months ended March 31, 1998.  The financial  data shown below
for 1993 are derived from the  unaudited  financial  statements  of RIGINC.  The
financial  data shown below for the three  months  ended March 31, 1997 and 1998
are derived from the unaudited  financial  statements of RIGLP. The Statement of
Operations  Data and Balance Sheet Data shown below for 1995,  1996 and 1997 are
derived from the audited  financial  statements of RIGLP  included  elsewhere in
this  prospectus.  The  financial  data for  1994 is  derived  from the  audited
financial  statements of RIGINC which are not included in this  prospectus.  The
table gives effect to the  contribution to the Company of all of the outstanding
equity  interests  in its  predecessors,  RIGINC and RIGLP,  in exchange for the
Company's  shares at a rate of 3.113  shares of  Company  Common  Stock for each
share of RIGINC or unit of RIGLP as if the  contribution had been consummated on
January 1, 1993.

<TABLE>
<CAPTION>

                                                               YEAR ENDED DECEMBER 31,
                                  ----------------------------------------------------------------------------------
                                                                                                        PRO FORMA
                                       1993         1994        1995         1996          1997          1997(2)
                                  ------------- ----------- ----------- ------------- ------------- ----------------
                                   (UNAUDITED)                                                         (UNAUDITED)

<S>                               <C>           <C>         <C>         <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA(1)
 Net revenue ....................   $   946       $ 1,420     $ 2,062     $   4,336     $   7,900      $  11,564
 Cost of revenue ................       391           591         931         2,188         3,413          5,891 (3)
                                    -------       -------     -------     ---------     ---------      ---------
 Gross margin ...................       555           829       1,131         2,148         4,487          5,673
 Operating expenses .............       943           990       1,994         4,829         7,786         10,439
                                    -------       -------     -------     ---------     ---------      ---------
 Loss from operations ...........      (388)         (161)       (863)       (2,681)       (3,299)        (4,766)
 Other income (expense), net.....       768 (4)       (76)         79            49            33            (29)
                                    -------       -------     -------     ---------     ---------      ---------
 Net income (loss) ..............   $   380       $  (237)    $  (784)    $  (2,632)    $  (3,266)     $  (4,795)
                                    =======       =======     =======     =========     =========      =========
 Pro forma net loss per share....                                                                      $   (0.70)
                                                                                                       =========
 Pro forma weighted average
  shares outstanding(5) .........                                                                          6,821
                                                                                                       =========

<CAPTION>

                                  THREE MONTHS ENDED
                                       MARCH 31,
                                  -------------------
                                                          PRO FORMA
                                     1997      1998    MARCH 31, 1998(2)
                                  --------- --------- ------------------
                                      (UNAUDITED)         (UNAUDITED)

<S>                               <C>       <C>       <C>
STATEMENT OF OPERATIONS DATA(1)
 Net revenue ....................  $1,555    $2,839       $   3,887
 Cost of revenue ................     717       904           1,536 (3)
                                   ------    ------       ---------
 Gross margin ...................     838     1,935           2,351
 Operating expenses .............   1,638     2,281           2,906
                                   ------    ------       ---------
 Loss from operations ...........    (800)     (346)           (555)
 Other income (expense), net.....      31       (38)            (56)
                                   ------    ------       ---------
 Net income (loss) ..............  $ (769)   $ (384)      $    (611)
                                   ======    ======       =========
 Pro forma net loss per share....                         $    (.09)
                                                          =========
 Pro forma weighted average
  shares outstanding(5) .........                             6,821
                                                          =========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                       AS OF DECEMBER 31,
                                   -------------------------------------------------------
                                        1993        1994      1995      1996       1997
                                   ------------- --------- --------- ---------- ----------
                                    (UNAUDITED)

<S>                                <C>           <C>       <C>       <C>        <C>
BALANCE SHEET DATA(1)
 Cash ............................    $    58     $   132   $1,328    $ 3,326    $  1,069
 Working capital (deficit) .......       (126)       (332)   1,017      2,248      (1,547)
 Total assets ....................        341         790    3,015      7,670       6,581
 Total liabilities ...............        854         727      688      2,000       3,664
 Stockholders' equity ............       (513)         63    2,327      5,670       2,917

<CAPTION>

                                                           PRO FORMA       PRO FORMA
                                    AT MARCH 31, 1998   MARCH 31, 1998   AS ADJUSTED(7)
                                   ------------------- ---------------- ---------------
                                       (UNAUDITED)        (UNAUDITED)     (UNAUDITED)

<S>                                <C>                 <C>              <C>
BALANCE SHEET DATA(1)
 Cash ............................      $     866         $   1,197         $19,977
 Working capital (deficit) .......         (1,909)           (2,112)         18,457
 Total assets ....................          7,315            15,138          33,917
 Total liabilities ...............          4,777             5,546           3,725
 Stockholders' equity ............          2,538             9,592(6)       30,192

</TABLE>

<TABLE>
<CAPTION>

                                                  AS OF DECEMBER 31,
                                 ----------------------------------------------------
                                                                                                             PRO FORMA
                                   1993      1994       1995       1996       1997     AT MARCH 31, 1998   MARCH 31, 1998
                                 -------- ---------- ---------- ---------- ---------- ------------------- ---------------
<S>                              <C>      <C>        <C>        <C>        <C>        <C>                 <C>
OTHER OPERATING DATA(1)
 Markets Covered by Data-
  base .........................       2          3          4          9         14              14                17
 Counties Covered by Data-
  base .........................      15         16         42         56        120             120               197
 Number of Clients .............      59         88        204        542      1,123           1,328             1,984
 Billions of Square Feet in
  Database .....................     0.9        1.3        2.2        3.3        6.5             6.9               8.4
 Buildings in Database .........   9,955     12,775     24,822     43,520    112,335         122,199           152,196
 Images in Database ............   5,998     15,459     24,926     47,308     90,545         105,746           124,616
</TABLE>

----------
(1) The  statement of  operations  and balance sheet data for 1993 through March
    31,  1998  give  effect to the  contribution  to the  Company  of all of the
    outstanding  equity  interests  in its  predecessors,  RIGINC and RIGLP,  in
    exchange  for the  Company's  shares at a rate of 3.113  shares  of  Company
    Common  Stock  for each  share of  RIGINC or unit of RIGLP as if it had been
    consummated on January 1, 1993.

(2) The pro forma  statement of operations and other operating data for the year
    ended  December  31,  1997 and the three  months  ended March 31, 1998 gives
    effect to the Jamison  Acquisition as if it had been  consummated on January
    1, 1997, while the pro forma balance sheet data as of March 31, 1998 assumes
    the Jamison Acquisition occurred on March 31, 1998.

                                       7

<PAGE>

(3) Reflects charges of approximately $1.1 million and $275,000 for 1997 and the
    three  months  ended  March  31,  1998,  respectively,  resulting  from  the
    amortization of capitalized product development acquired through the Jamison
    Acquisition.

(4) Includes gain from sale of assets amounting to $893,000. 

(5) Includes shares of the Company's  predecessors  converted at a rate of 3.113
    shares  per share of RIGINC  or unit of RIGLP and the  shares  issued to the
    Jamison  stockholders  in  connection  with the Jamison  Acquisition.  Stock
    options and warrants  outstanding  have been excluded  from the  calculation
    because their effect is anti-dilutive.

(6) The Company anticipates a one time write-off of acquired in process research
    and  development  amounting  to $3.0  million  resulting  from  the  Jamison
    Acquisition.  This charge to earnings  has been  reflected  in the pro forma
    Balance Sheet data,  but has been  excluded from the pro forma  Statement of
    Operations data.

(7) Adjusted to reflect the sale of 2,109,091  shares of Common Stock offered by
    the Company  and the  application  of the net  proceeds  from the  Offering.
    Additionally,  reflects the use of proceeds  for the  repayment of the RIGLP
    line of credit of $1,000,000 and its  subordinated  debt to RIGINC  totaling
    $650,000 (which sum was loaned to RIGINC by one of its stockholders) and the
    advances from  stockholders  of Jamison of $110,000 and other long-term debt
    of Jamison amounting to $61,000. See "Certain Transactions."

                             AVAILABLE INFORMATION

     As of the effective date of the  Registration  Statement,  the Company will
become subject to the reporting  requirements of the Securities  Exchange Act of
1934, as amended (the "Exchange  Act") and, in accordance  therewith,  will file
reports, proxy statements and other information with the Securities and Exchange
Commission (the  "Commission").  The Company intends to furnish its stockholders
with annual  reports  containing  financial  statements  audited by  independent
accountants and other periodic reports as the Company may deem appropriate or as
may be required by law.

                                       8

<PAGE>

                                  RISK FACTORS

     An investment in the shares of the Company's  Common Stock  involves a high
degree of risk. The following  factors,  in addition to the other information in
this  Prospectus,  should be carefully  considered in evaluating the Company and
its business  before  purchasing  shares of Common Stock.  Each of these factors
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations and on the price of the Common Stock.

     This  Prospectus   contains   forward-looking   statements  about  business
strategies, market potential, future financial performance and other matters. In
addition,  when used in this Prospectus,  the words "intends to," "anticipates,"
"expects"  and similar  expressions  are  intended  to identify  forward-looking
statements.  Such  statements  involve many risks and  uncertainties  that could
cause  actual  results to differ  materially  from such  statements,  including,
without limitation,  those risks and uncertainties described, in this Section on
"Risk Factors."

     History of  Operating  Losses and  Accumulated  Deficit;  Expected  Losses;
Uncertainty of Future  Profitability.  By reason of its continuing investment in
expansion and new products,  the Company has never recorded an overall operating
profit and had an accumulated deficit of approximately $11.8 million as of March
31, 1998. The Company intends to continue to invest in expansion and, therefore,
to sustain  substantial  losses for the next several  years.  The ability of the
Company to achieve overall  profitability  will largely depend on its ability to
generate  revenue from its products and services in excess of its  investment in
geographic  and product  expansion.  There can be no assurance  that the Company
will be able to generate revenue that is sufficient to achieve profitability, to
maintain  profitability on a quarterly or annual basis or to sustain or increase
its revenue growth in future periods.

     Uncertainty  of Operating  Results.  The  Company's  revenue and  operating
results may fluctuate as a result of a variety of factors,  including:  the loss
of clients or revenue  due to  consolidation  in the real estate  brokerage  and
investment  industry;  changes in client budgets;  investments by the Company in
marketing  or other  corporate  resources;  acquisitions  of other  companies or
assets;  the timing of new product  introductions  and  enhancements;  sales and
marketing promotional activities; and general economic conditions.

     Uncertainties  Associated  with Planned Market and Product  Expansion.  The
Company's future success and financial  performance will depend in large part on
its  ability  to  enter  several   additional  markets   contemporaneously   and
successfully,  while  continuing to develop and market its products and services
in a rapidly  evolving  information  technology  environment.  To  succeed,  the
Company  believes  it will be  necessary  to  further  increase  its  geographic
coverage  and  broaden  its  product  lines and client  mix.  These  efforts are
expected  to  impose  additional  burdens  on the  Company's  research,  systems
development,  sales and general managerial resources.  There can be no assurance
that the Company will be able to manage this growth successfully.

     The Company's future success and financial  performance also will depend on
its ability to meet the increasingly  sophisticated needs of its clients through
the timely  development  and  introduction  of new and enhanced  versions of its
products and services.  Continuing product development efforts have been and are
expected to be  required to sustain the  Company's  growth.  Such  efforts  have
inherent risks. There can be no assurance that the Company will be successful in
entering new markets or in developing and marketing new or enhanced products and
services,  or will not experience  significant delays in the introduction of new
products  and  services.  In  addition,  there can be no  assurance  that new or
enhanced   products  or  services   developed  by  the  Company  will  meet  the
requirements  of its  prospective  clients and achieve  market  acceptance.  See
"Business -- Strategy," "-- Database" and "-- Products and Services."

     Dependence on Integrity and  Reliability of Software and the Database.  The
Company's  success  is  highly  dependent  on  its  clients'  confidence  in the
comprehensiveness,  accuracy  and  reliability  of the Database and the software
accessing the  Database.  Although the Company  believes that it takes  adequate
precautions  to safeguard the  completeness  and  consistency of the data in the
Database,  and that the  information  contained  in the  Database  is  generally
current, comprehensive and accurate, the task of establishing and maintaining

                                       9

<PAGE>

such quality during growth is challenging.  Similarly,  it requires  substantial
effort and expense to maintain and improve the software  that allows  clients to
access the  Database.  There can be no  assurance  that the  Company can sustain
those  efforts.  See "Business -- Strategy,"  "-- Database" and "-- Products and
Services."

     Dependence on the Real Estate Industry. The Company's business is dependent
on the real estate industry and related industries that supply goods or services
to, or invest  in,  the real  estate  industry.  Therefore,  changes in the real
estate  market may affect  demand for the  Company's  products.  The real estate
industry traditionally has been subject to cyclical economic swings, which could
adversely affect the Company's business.  Moreover,  the real estate industry is
undergoing  a period of  consolidation,  often  motivated  by a desire to reduce
expenses.  Such  consolidation  could erode the Company's  existing client base,
reduce the size of the  Company's  target  market and  create  enterprises  with
sufficiently  greater bargaining power to cause price erosion which could affect
the Company's products and services.

     Dependence on Key Personnel. The success of the Company and of its business
strategy  is  dependent  in large part on its  ability to retain and attract key
management and operating personnel,  including its President and Chief Executive
Officer,  Andrew C. Florance.  Highly skilled technical,  sales,  managerial and
marketing  personnel  are in high  demand  and are often  subject  to  competing
offers. Given its plans to expand rapidly, the Company will have an ongoing need
to increase the number of management and support personnel.  The Company employs
a variety of  measures  to retain  and  attract  key  management  and  operating
personnel, including multi-year employment agreements containing confidentiality
and  non-competition  agreements,  a stock option plan and incentive bonuses for
its key executive  officers,  and the Company is the beneficiary of a $1 million
key person life  insurance  policy on Mr.  Florance.  These  measures may not be
sufficient to permit the Company to attract necessary personnel or to offset the
impact  of the  Company's  loss of Mr.  Florance  or other  key  employees.  See
"Management."

     Dependence  on  Proprietary   Rights.  The  Company  has  made  significant
investments in the Database, software,  methodologies,  and other technology and
relies on a combination of trade secret and copyright  laws,  nondisclosure  and
other contractual provisions,  and technical measures to protect its proprietary
rights in those assets and  technologies.  There can be no assurance  that these
protections  will be  adequate  or  that  the  Company's  competitors  will  not
independently  develop   methodologies,   databases  or  technologies  that  are
substantially equivalent or superior to those of the Company. In addition, there
can be no assurance  that the legal  protections  and  precautions  taken by the
Company  will be adequate to prevent  infringement  or  misappropriation  of the
Company's proprietary rights and assets. See "Business -- Proprietary Rights."

     Risk of Third Party Claims for Infringement. There can be no assurance that
third parties will not bring copyright or trademark  infringement claims against
the Company or claim that the Company's use of certain  technologies  violates a
patent.  Because the Company relies on certain technology which is licensed from
third  parties,  including  software  integrated  with the  internally-developed
software  and used in the  Company's  products  to perform  key  functions,  the
Company may be subject to litigation to defend against claims of infringement of
the rights of others, or to determine the scope and validity of the intellectual
property  rights of others.  Although  the  Company  does not  believe  that its
products  infringe  the  proprietary  rights of third  parties,  there can be no
assurance that infringement or invalidity claims (or claims for  indemnification
resulting from infringement  claims) will not be asserted or prosecuted  against
the Company or that any such  assertions  or  prosecutions  will not  materially
adversely  affect  the  Company's  business,   operating  results  or  financial
condition.  Regardless  of the  validity  or the  successful  assertion  of such
claims,  defending  against such claims could  result in  significant  costs and
diversion of resources  with respect to the defense  thereof.  In addition,  the
assertion of such infringement claims could result in injunctions preventing the
Company  from  distributing  certain  products.  If any  claims or  actions  are
asserted  against the Company,  the Company may seek to obtain a license to such
intellectual  property rights. There can be no assurance,  however,  that such a
license would be available on reasonable terms or at all.

     Identification  and  Integration  of  Acquisitions.   Through  the  Jamison
Acquisition,  the  Company  is  expanding  its  market  and  product  line  with
complementary businesses, products, databases, and technologies. The strategy of
acquisition  versus  internal  development may be applied as the Company expands
further. Acquisitions involve numerous risks, including managing the integration
of personnel and products,  managing  geographically remote units, the diversion
of management's attention from other

                                       10

<PAGE>

business concerns, the inherent risks in entering markets the Company has either
limited or no direct  experience in and the  potential  loss of key employees or
clients of the acquired  companies.  There can be no assurance  that the Company
will not incur  unforseen  difficulties  in connection  with  integration of any
acquisition.  Future  acquisitions  if pursued and  consummated  by the Company,
could  result in dilutive  issuances of equity  securities,  the  incurrence  of
additional   debt,   one-time   write-offs   and  the  creation  of  substantial
amortization expenses arising from goodwill or other intangible assets.

     Future  Additional  Capital  Requirements;  No  Assurance  Capital  Will Be
Available.  Since its inception, the Company has financed its operations through
cash provided by operations,  the sale of equity and borrowings.  If the Company
proves  unable to  generate  sufficient  revenue to fund its  operations  in the
future,  the  Company  may be  required  to raise  additional  funds to meet its
capital  and  operating   requirements  through  public  or  private  financing,
including equity  financing.  Any additional equity financing may be dilutive to
stockholders, and debt financing, if available, will require payment of interest
and may involve  restrictive  covenants  that could  impose  limitations  on the
operating  flexibility  of  the  Company.   Adequate  funds  for  the  Company's
operations  may not be available  when needed and, if  available,  may not be on
terms attractive to the Company.  See  "Management's  Discussion and Analysis of
Financial   Condition  and  Results  of  Operations  --  Liquidity  and  Capital
Resources."

     Technological Change. Outsourcing the collection,  storage,  management and
dissemination of commercial real estate information from a centralized  database
is a recent and evolving  development.  As a developing market, the requirements
are rapidly  evolving to meet  changing and  increasingly  sophisticated  client
needs,  frequent  new product  introductions,  and new  industry  standards.  In
addition,  as the computer and software  industries continue to experience rapid
technological  change and the Internet  continues  to grow,  the Company must be
able to quickly and successfully adapt its products to allow them to continue to
integrate  well with the other computer  platforms and software  employed by its
clients. There can be no assurance that the Company will avoid difficulties that
could delay or prevent the successful  development  and  introduction of product
enhancements or new products in response to technological changes. See "Business
-- Products and Services."

     Competition.  The market for information systems and services in general is
highly competitive and rapidly changing,  with the principal competitive factors
including the quality and depth of the underlying databases,  the responsiveness
and flexibility of software,  the proprietary  nature of research  methodologies
and databases, the usefulness of the data and reports generated by the software,
compatibility  with the client's  existing  information  systems,  potential for
product  enhancement,  price and the effectiveness of sales, client support, and
marketing  efforts.  While the Company  believes  its  products and services are
differentiated favorably from those offered by competitors providing information
in the office and industrial  real estate  industry,  competitors may develop or
acquire  the  capacity  to narrow or  eliminate  these  differences.  Additional
competitors may also enter the market and competition may intensify. The Company
also faces  competition  from internal  information  services at individual real
estate brokerage firms, real estate investment institutions and lenders, many of
which have developed their own databases. See "Business -- Competition."

     Business  Interruption.  The Company's  operations  are dependent  upon its
ability  to  protect  the  Company's  Database,  computers,   telecommunications
equipment, software systems and facilities against damage from fire, power loss,
telecommunications  interruption or failure,  natural disaster and other similar
events.  In the event the Company  experiences an interruption or permanent loss
of one or more of  these  systems  or  facilities  through  casualty,  equipment
malfunction or otherwise,  the Company's  business could be adversely  affected.
The Company's  core  computer  servers and  networking  systems are located in a
climate-controlled,  fire and  security-protected  central location and all data
contained in the Database is subject to offsite backup storage. Such protections
may not, however,  adequately  protect the Company or compensate the Company for
all losses that it may incur.

     Shares Eligible for Future Sale;  Registration Rights. Sales of substantial
amounts of Common  Stock by any of the initial  investors  in the public  market
after the Offering could  adversely  affect the prevailing  market price for the
Common  Stock and could impair the  Company's  future  ability to raise  capital
through offerings of its equity securities.  In addition to the 2,700,000 shares
offered hereby, a total of

                                       11

<PAGE>

5,911,635 shares held by the directors,  officers and other  stockholders of the
Company will become  available for sale in the public market upon the expiration
of  certain   agreements   entered  into  between  the   stockholders   and  the
Underwriters,  subject to the provisions of Rule 144 of the  Securities  Act. In
addition,  the Company intends to file, as soon as  practicable,  a registration
statement under the Securities Act to register an aggregate of 1,450,000  shares
of Common Stock issued or reserved for  issuance  under the  Company's  employee
benefit  plans.  See  "Management,"   "Shares  Eligible  for  Future  Sale"  and
"Underwriting."

     After the Offering, the holders of approximately 2,659,700 shares of Common
Stock,  will be entitled to certain  rights to cause the Company to register the
sale of such shares under the  Securities  Act,  beginning  six months after the
Offering.  Holders  with such rights  could cause a large number of shares to be
registered  and  to  become  freely  tradable  without  restrictions  under  the
Securities  Act.  Such sales may have an adverse  effect on the market price for
the Common Stock and could impair the Company's ability to raise capital through
an Offering  of its equity  securities.  See  "Description  of Capital  Stock --
Registration Rights."

     No Prior  Public  Market;  Determination  of  Offering  Price;  Share Price
Volatility.  There has been no public market for the Common Stock.  There can be
no assurance  that an active  public market for the Common Stock will develop or
be sustained  after the  Offering.  The initial  public  offering  price will be
determined  by  negotiations  between  representatives  of the  Company  and the
Representatives,  consistent  with the  rules  of the  National  Association  of
Securities Dealers,  of which the  Representatives  are members,  and may not be
indicative of future market prices. See  "Underwriting" for information  related
to the method of determining  the initial  public  offering  price.  The trading
price of the Common Stock could be subject to wide  fluctuations  in response to
quarter-to-quarter   variations  in  operating  results,   changes  in  earnings
estimates  by  analysts,  announcements  of  technological  innovations  or  new
products  by the  Company or its  competitors,  general  conditions  in the real
estate or software industries, developments or disputes concerning copyrights or
proprietary  rights,  regulatory  developments and economic or other factors. In
addition,  in recent  years  the stock  market  in  general,  and the  shares of
information  and software  related  companies in  particular,  have  experienced
extreme price fluctuations.  This volatility has had a substantial effect on the
market prices of securities  issued by many  companies for reasons  unrelated to
the  operating  performance  of  the  specific  companies.  These  broad  market
fluctuations  may  adversely  affect the market price of the Common  Stock.  See
"Underwriting."

     Potential  Influence  by  Principal  Stockholder;  Benefits  of Offering to
Current  Shareholders.  Following completion of the Offering,  assuming that the
Underwriters'  Over-Allotment  Option is not  exercised,  Michael R. Klein,  the
Chairman  of the  Board  of the  Company,  will  beneficially  own  24.3% of the
outstanding  shares  of  Common  Stock.  As a result,  Mr.  Klein  will have the
potential ability to exercise substantial  influence over the Company's business
by virtue of his voting power with respect to the election of directors  and all
other matters  requiring  action by  stockholders.  Such  concentration of share
ownership may have the effect of  discouraging,  delaying or preventing a change
in control of the  Company.  The  existing  shareholders  of the Company and the
Jamison Selling  Stockholders will receive certain benefits from the sale of the
Common stock offered hereby.  The Offering may establish a public market for the
Company Stock and provide increased liquidity for the Common Stock they will own
after the Offering,  subject to certain  limitations.  See "Shares  Eligible for
Future Sale." The existing  shareholders  of the Company and the Jamison Selling
Stockholders  will have a substantial  unrealized  gain in the Common Stock that
they will  continue to hold after the  Offering  over the  original  cost of the
equity  interests  exchanged for such Common Stock.  See "Dilution." The Jamison
Selling  Stockholders will receive  approximately $6.5 million in gross proceeds
from the sale of approximately 590,909 shares of Common Stock in the Offering. A
portion of the net proceeds of the Offering to the Company will be used to repay
approximately  $650,000  of  indebtedness  owed to Mr.  Klein,  and the  Jamison
Selling Stockholders will be released from obligations of approximately $180,000
of  indebtedness of Jamison that the Company intends to repay with proceeds from
the Offering. See "Use of Proceeds" and "Certain Transactions."

     Effect of Certain Charter and Bylaw Provisions.  The Company's  Certificate
of  Incorporation  and Bylaws contain certain  provisions that could  discourage
potential  takeover attempts and make attempts by the Company's  stockholders to
change management more difficult. Such provisions include: (i) the

                                       12

<PAGE>

requirement  that the  Company's  stockholders  follow an  advance  notification
procedure for certain  stockholder  nominations  of candidates  for the Board of
Directors of the Company  (the  "Board") and for new business to be conducted at
any  meeting  of  the  stockholders;  (ii)  certain  limits  on the  ability  of
stockholders  to call  special  meetings;  and  (iii) no  stockholder  action by
written consent. The Certificate of Incorporation also allows the Board to issue
up to 2,000,000 shares of preferred stock and to fix the rights,  privileges and
preferences  of  those  shares  without  any  further  vote  or  action  by  the
stockholders.  The rights of the holders of Common Stock will be subject to, and
may be adversely  affected by, the rights of the holders of any preferred shares
that may be issued by the  Company  in the  future.  While  the  Company  has no
present  intention to issue any shares of  preferred  stock,  any such  issuance
could have the effect of making it more difficult for a third party to acquire a
majority of the  outstanding  voting  stock of the  Company.  In  addition,  the
Company  is  subject  to the  anti-takeover  provisions  of  Section  203 of the
Delaware General Corporation Law, which prohibits the Company from engaging in a
"business  combination"  with an "interested  stockholder" for a period of three
years  after  the  date  on  which  the  person  first  becomes  an  "interested
stockholder,"  unless the  business  combination  is  approved  in a  prescribed
manner. The application of these provisions could have the effect of delaying or
preventing a change of control of the Company,  which could adversely affect the
market price of the Company's Common Stock. See "Description of Capital Stock."

     Dilution to New  Investors;  Absence of Dividends.  Purchasers of shares of
Common Stock in the Offering will experience  immediate and substantial dilution
of $8.32 per share in pro forma net tangible book value per share.  In addition,
purchasers  of shares of Common  Stock in the  Offering  will  incur  additional
dilution to the extent  outstanding  options and  warrants  are  exercised.  See
"Dilution."  The Company has never  declared or paid any dividends on the Common
Stock and does not  anticipate  paying any  dividends on the Common Stock in the
foreseeable future. See "Dividend Policy."

                                       13

<PAGE>

                                USE OF PROCEEDS

     The  gross  proceeds  to be  received  by the  Company  from the sale of an
estimated  2,109,091  shares of Common Stock in the Offering are estimated to be
$23.2 million,  assuming an initial  public  Offering price of $11.00 per share.
Net proceeds after  deducting  underwriting  discounts and commissions and other
expenses of the Offering will be  approximately  $20.6 million ($23.4 million if
the Over-Allotment  Option is exercised in full). The Company plans to use those
net proceeds primarily to fund the continued geographic and product expansion of
the Company's  business and increasing its sales and marketing  activities.  The
Company also intends to use the net proceeds to (i) repay  certain  indebtedness
aggregating  $1.83 million  (consisting  of (a) a $1.0 million loan from Silicon
Valley  Bank to RIGLP and RIGINC,  bearing  interest at a rate of prime plus two
percent,  and maturing on October 5, 1998 (this loan accelerates on, among other
things,  a transfer of all of the equity  interests in the borrower),  (b) three
loans to RIGLP subordinate to the Silicon Valley Bank loan aggregating  $650,000
from RIGINC  (which sum was loaned to RIGINC by Michael R. Klein;  see  "Certain
Transactions"),  bearing  interest  at a rate of  prime  plus two  percent,  and
maturing on December 31, 1998 (or upon the  acceleration  of the Silicon  Valley
Bank loan) and (c) debt of Jamison  in the  amount of  approximately  $180,000),
(ii) to develop  corporate  information  systems and (iii) to provide  funds for
working  capital and other  general  corporate  purposes.  Although  the Company
regularly reviews acquisition proposals involving other businesses,  products or
technologies  complementary  to the Company's  business,  there are currently no
agreements or negotiations with respect to any acquisitions.  Pending such uses,
the  Company  intends to invest the net  proceeds  of this  Offering in interest
bearing,  investment-grade  securities.  The Company will not receive any of the
net proceeds from the sale of Common Stock by the Jamison Selling Stockholders.

                                DIVIDEND POLICY

     The Company has never  declared nor paid any dividends on its Common Stock,
and does not plan to do so for the  foreseeable  future.  Instead,  the  Company
intends to invest any earnings in the operations,  development and growth of its
business.  The  holders of Common  Stock are  entitled to receive  ratably  such
dividends  as are  declared  by the  Board of  Directors  out of  funds  legally
available therefor.  The payment of future dividends on the Common Stock and the
rate of such  dividends,  if any, will be determined in light of any  applicable
contractual  restrictions  limiting the Company's ability to pay dividends,  the
Company's earnings,  financial condition, capital requirements and other factors
deemed relevant by the Board of Directors.

                                       14

<PAGE>

                                 CAPITALIZATION

     The  following  table sets forth the  capitalization  of the  Company as of
March 31, 1998: (i) on an actual basis, (ii) on a pro forma basis to reflect the
Jamison  Acquisition  and the issuance of shares of Common  Stock in  connection
therewith  and (iii) on such pro forma  basis as  adjusted to give effect to the
sale by the Company of  2,109,091  shares of Common Stock  offered  hereby at an
initial public offering price of $11.00 per share.  This table should be read in
conjunction  with the audited  Financial  Statements  of the Company and Jamison
notes and the unaudited pro forma condensed combined financial statements of the
Company included elsewhere in this Prospectus.

<TABLE>
<CAPTION>

                                                       AS OF MARCH 31, 1998 (IN THOUSANDS)
                                               ---------------------------------------------------
                                                ACTUAL(1)   PRO FORMA(1)(2)   AS ADJUSTED(1)(2)(3)
                                               ----------- ----------------- ---------------------
<S>                                            <C>         <C>               <C>
Short-term debt and current portion of
 long-term debt ..............................  $   1,650      $   1,789           $      --
                                                ---------      ---------           ---------
Long-term debt and capital lease obliga-
 tions, less current portion .................         --             31                  --
Stockholders' equity:
 Common stock, $.01 par value per share 
  authorized,  5,911,635,  6,820,726, and
  8,929,817 shares issued and outstanding
  on an actual,  pro forma and as adjusted
  basis, respectively ........................         59             68                  89
 Additional paid-in capital ..................     14,288         24,279              44,858
 Retained deficit ............................    (11,809)       (14,755)            (14,755)
                                                ---------      ---------           ---------
   Total stockholders' equity ................      2,538          9,592              30,192
                                                ---------      ---------           ---------
    Total capitalization .....................  $   4,188      $  11,412           $  30,192
                                                =========      =========           =========

</TABLE>

----------
(1) Assumes the  contribution  to the Company of all of the  outstanding  equity
    interests  in its  predecessors,  RIGINC  and  RIGLP,  in  exchange  for the
    Company's  shares at a rate of 3.113 shares of Company Common Stock for each
    share of RIGINC  or unit of RIGLP.  Excludes:  (i) up to  270,000  shares of
    Common Stock issuable upon the exercise of the Over-Allotment  Option;  (ii)
    409,297  shares  that will be reserved  for  issuance  upon the  exercise of
    Company  options  to  be  issued  in  exchange  for   outstanding   options,
    exercisable  at a  weighted  average  exercise  price of $3.30 per share and
    (iii)  46,695  shares that will be reserved for  issuance  upon  exercise of
    Company warrants to be issued in exchange for currently outstanding warrants
    at an  exercise  price of 10% less than the price at which  the  shares  are
    being  offered  hereby.   See   "Management  --  Employee   Benefit  Plans,"
    "Description of Capital Stock" and "Certain Transactions."

(2) Assumes  the Jamison  Acquisition  occurred on March 31,  1998.  

(3) Assumes completion of the Offering.

                                       15

<PAGE>

                                    DILUTION

     As  of  March  31,  1998,   after  giving  pro  forma  effect  to  (i)  the
consolidation  of the  Company  with its  predecessors,  RIGINC,  and RIGLP,  in
exchange for the  Company's  shares at a rate of 3.113 shares of Company  Common
Stock for each  share of RIGINC or unit of RIGLP and (ii) the  consolidation  of
the Company with Jamison in exchange for approximately 909,091 shares of Company
Common  Stock,  the  Company  had  a  pro  forma  net  tangible  book  value  of
approximately  $3.3  million or $0.49 per share of Common  Stock.  Pro forma net
tangible book value per share  represents the amount of the Company's  total pro
forma  tangible  assets,  less  total  pro  forma  liabilities,  divided  by the
6,820,726 shares of Common Stock outstanding  after the Jamison  Acquisition but
prior to the  Offering.  See Unaudited Pro Forma  Condensed  Combined  Financial
Statements  and  "Prospectus  Summary --  Transactions  in  Connection  with the
Offering."

     Without taking into account any other changes in the pro forma net tangible
book value of the Company after March 31, 1998, other than to give effect to the
sale of 2,109,091 shares offered hereby at the assumed initial offering price of
$11.00 per share and receipt of the net proceeds  therefrom and the  application
of a portion of the Offering to repay certain  outstanding  indebtedness  as set
forth under "Use of Proceeds,"  the Company's pro forma net tangible book value,
as  adjusted at March 31, 1998 would have been  approximately  $23.9  million or
$2.68 per share. This represents an immediate increase in pro forma net tangible
book value of $2.19 per share to existing stockholders and immediate dilution in
pro forma net  tangible  book value of $8.32 per share to  purchasers  of Common
Stock in the Offering, as illustrated in the following table:

<TABLE>

<S>                                                                             <C>          <C>
  Initial public offering price per share ...................................                $ 11.00
   Pro forma net tangible book value per share as of March 31, 1998 .........   $ 0.49
   Increase per share attributable to new investors .........................    2.19
                                                                                ------
  As adjusted net tangible book value per share after the Offering ..........                  2.68
                                                                                             -------
  Pro forma net tangible book value dilution per share to new investors .....                $  8.32
                                                                                             =======

</TABLE>

     The following  table sets forth, as of March 31, 1998, the number of shares
of Common  Stock  issued to existing  stockholders  of the Company and the total
consideration  (including the fair value of the shares of Common Stock issued to
the stockholders of Jamison) and the average price per share paid to the Company
for such shares; the number of shares of Common Stock purchased from the Company
by new  investors in the Offering and the total  consideration  paid by them for
such shares; and the percentage of shares purchased from the Company by existing
stockholders and new investors and the percentages of consideration  paid to the
Company  for  such  shares  by  existing  stockholders  and new  investors.  The
following table gives pro forma effect to (i) the  consolidation  of the Company
with its predecessors, RIGINC and RIGLP, in exchange for the Company's shares at
a rate of 3.113 shares of Company  Common Stock for each share of RIGINC or unit
of RIGLP and (ii) the  consolidation of the Company with Jamison in exchange for
approximately 909,091 shares of Company Common Stock.

<TABLE>
<CAPTION>

                                        SHARES PURCHASED          TOTAL CONSIDERATION         AVERAGE
                                     -----------------------   --------------------------      PRICE
                                        NUMBER      PERCENT        AMOUNT        PERCENT     PER SHARE
                                     -----------   ---------   --------------   ---------   ----------
<S>                                  <C>           <C>         <C>              <C>         <C>
Existing stockholders(1) .........    5,911,635     66.2%       $14,347,000      30.2%      $  2.43
Jamison stockholders .............      909,091     10.2%        10,000,000      21.0%      $ 11.00
New investors ....................    2,109,091     23.6%        23,200,000      48.8%      $ 11.00
                                      ---------    -----        -----------     -----
 Total ...........................    8,929,817    100.0%       $47,547,000     100.0%      $  5.33
                                      =========    =====        ===========     =====
</TABLE>

----------
(1) Does not include: (i) 1,450,000 shares of Common Stock that will be reserved
    for issuance under the Realty  Information  Group, Inc. 1998 Stock Incentive
    Plan (the "Stock  Option  Plan"),  which the Company  intends to adopt at or
    prior to the  consummation  of the Offering (under which options for 409,297
    shares at a  weighted  average  exercise  price of $3.30  per share  will be
    outstanding)  and (ii) 46,695 shares  reserved for issuance upon exercise of
    currently  outstanding  warrants at an  exercise  price of 10% less than the
    price at which the  shares are being  offered  hereby.  To the  extent  such
    options are  exercised,  there will be future  dilution to  investors in the
    Offering.  See  "Management -- Employee  Benefit Plans" and  "Description of
    Capital Stock."

                                       16

<PAGE>

              SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
         (IN THOUSANDS, EXCEPT PER SHARE DATA AND OTHER OPERATING DATA)

     The following  table sets forth summary  financial  data of the Company for
the five years ended  December  31,  1997,  and the three months ended March 31,
1997 and 1998, and certain pro forma  financial data for the year ended December
31, 1997 and the three  months ended March 31, 1998.  The  financial  data shown
below for 1993 are derived from the  unaudited  financial  statements of RIGINC.
The  financial  data shown below for the three  months  ended March 31, 1997 and
1998 are derived from the unaudited financial statements of RIGLP. The Statement
of Operations  Data and Balance  Sheet Data shown below for 1995,  1996 and 1997
are derived from the audited financial statements of RIGLP included elsewhere in
this  prospectus.  The  financial  data for  1994 is  derived  from the  audited
financial  statements of RIGINC are not included in this  prospectus.  The table
gives effect to the contribution to the Company of all of the outstanding equity
interests in its  predecessors,  RIGINC and RIGLP, in exchange for the Company's
shares  at a rate of 3.113  shares of  Company  Common  Stock for each  share of
RIGINC or unit of RIGLP as if the  contribution  had been consummated on January
1, 1993.

<TABLE>
<CAPTION>

                                                               YEAR ENDED DECEMBER 31,
                                  ----------------------------------------------------------------------------------
                                                                                                        PRO FORMA
                                       1993         1994        1995         1996          1997          1997(2)
                                  ------------- ----------- ----------- ------------- ------------- ----------------
                                   (UNAUDITED)                                                         (UNAUDITED)

<S>                               <C>           <C>         <C>         <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA(1)
 Net revenue ....................   $   946       $ 1,420     $ 2,062     $   4,336     $   7,900      $  11,564
 Cost of revenue ................       391           591         931         2,188         3,413          5,891 (3)
                                    -------       -------     -------     ---------     ---------      ---------
 Gross margin ...................       555           829       1,131         2,148         4,487          5,673
 Operating expenses .............       943           990       1,994         4,829         7,786         10,439
                                    -------       -------     -------     ---------     ---------      ---------
 Loss from operations ...........      (388)         (161)       (863)       (2,681)       (3,299)        (4,766)
 Other income (expense), net.....       768 (4)       (76)         79            49            33            (29)
                                    -------       -------     -------     ---------     ---------      ---------
 Net income (loss) ..............   $   380       $  (237)    $  (784)    $  (2,632)    $  (3,266)     $  (4,795)
                                    =======       =======     =======     =========     =========      =========
 Pro forma net loss per share....                                                                      $   (0.70)
                                                                                                       =========
 Pro forma weighted average
  shares outstanding(5) .........                                                                          6,821
                                                                                                       =========


<CAPTION>

                                  THREE MONTHS ENDED
                                       MARCH 31,
                                  -------------------
                                                          PRO FORMA
                                     1997      1998    MARCH 31, 1998(2)
                                  --------- --------- ------------------
                                      (UNAUDITED)         (UNAUDITED)
<S>                               <C>       <C>       <C>
STATEMENT OF OPERATIONS DATA(1)
 Net revenue ....................  $1,555    $2,839       $   3,887
 Cost of revenue ................     717       904           1,536 (3)
                                   ------    ------       ---------
 Gross margin ...................     838     1,935           2,351
 Operating expenses .............   1,638     2,281           2,906
                                   ------    ------       ---------
 Loss from operations ...........    (800)     (346)           (555)
 Other income (expense), net.....      31       (38)            (56)
                                   ------    ------       ---------
 Net income (loss) ..............  $ (769)   $ (384)      $    (611)
                                   ======    ======       =========
 Pro forma net loss per share....                         $    (.09)
                                                          =========
 Pro forma weighted average
  shares outstanding(5) .........                             6,821
                                                          =========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                     AS OF DECEMBER 31,
                                   -------------------------------------------------------
                                        1993        1994      1995      1996       1997
                                   ------------- --------- --------- ---------- ----------
                                    (UNAUDITED)
<S>                                <C>           <C>       <C>       <C>        <C>
BALANCE SHEET DATA(1)
 Cash ............................    $    58     $   132   $1,328    $ 3,326    $  1,069
 Working capital (deficit) .......       (126)       (332)   1,017      2,248      (1,547)
 Total assets ....................        341         790    3,015      7,670       6,581
 Total liabilities ...............        854         727      688      2,000       3,664
 Stockholders' equity ............       (513)         63    2,327      5,670       2,917


<CAPTION>

                                                           PRO FORMA       PRO FORMA
                                    AT MARCH 31, 1998   MARCH 31, 1998   AS ADJUSTED(7)
                                   ------------------- ---------------- ---------------
                                       (UNAUDITED)        (UNAUDITED)     (UNAUDITED)
<S>                                <C>                 <C>              <C>
BALANCE SHEET DATA(1)
 Cash ............................      $     866         $   1,197         $19,977
 Working capital (deficit) .......         (1,909)           (2,112)         18,457
 Total assets ....................          7,315            15,138          33,917
 Total liabilities ...............          4,777             5,546           3,725
 Stockholders' equity ............          2,538             9,592(6)       30,192

</TABLE>

<TABLE>
<CAPTION>

                                                  AS OF DECEMBER 31,
                                 ----------------------------------------------------
                                                                                                             PRO FORMA
                                   1993      1994       1995       1996       1997     AT MARCH 31, 1998   MARCH 31, 1998
                                 -------- ---------- ---------- ---------- ---------- ------------------- ---------------
<S>                              <C>      <C>        <C>        <C>        <C>        <C>                 <C>
OTHER OPERATING DATA(1)
 Markets Covered by Data-
  base .........................      2          3          4          9         14              14                17
 Counties Covered by Data-
  base .........................     15         16         42         56        120             120               197
 Number of Clients .............     59         88        204        542      1,123           1,328             1,984
 Billions of Square Feet in
  Database .....................    0.9        1.3        2.2        3.3        6.5             6.9               8.4
 Buildings in Database .........  9,955     12,775     24,822     43,520    112,335         122,199           152,196
 Images in Database ............  5,998     15,459     24,926     47,308     90,545         105,746           124,616
</TABLE>

----------
(1) The  statement of  operations  data and balance  sheet data for 1993 through
    March 31, 1998 give effect to the  contribution to the Company of all of the
    outstanding  equity  interests  in its  predecessors,  RIGINC and RIGLP,  in
    exchange  for the  Company's  shares at a rate of 3.113  shares  of  Company
    Common  Stock  for each  share of  RIGINC or unit of RIGLP as if it had been
    consummated on January 1, 1993.

(2) The pro forma  statement of operations and other operating data for the year
    ended  December  31,  1997 and the three  months  ended March 31, 1998 gives
    effect to the Jamison  Acquisition as if it had been  consummated on January
    1, 1997, while the pro forma balance sheet data as of March 31, 1998 assumes
    the Jamison Acquisition occurred on March 31, 1998.

(3) Reflects charges of approximately $1.1 million and $275,000 for 1997 and the
    three  months  ended  March  31,  1998,  respectively,  resulting  from  the
    amortization of capitalized product development acquired through the Jamison
    Acquisition.

                                       17

<PAGE>

(4) Includes gain from sale of assets amounting to $893,000. 

(5) Includes shares of the Company's  predecessors  converted at a rate of 3.113
    shares  per share of RIGINC  or unit of RIGLP and the  shares  issued to the
    Jamison  stockholders  in  connection  with the Jamison  Acquisition.  Stock
    options and warrants  outstanding  have been excluded  from the  calculation
    because their effect is anti-dilutive.

(6) The Company anticipates a one time write-off of acquired in process research
    and  development  amounting  to $3.0  million  resulting  from  the  Jamison
    Acquisition.  This charge to earnings  has been  reflected  in the pro forma
    Balance Sheet data,  but has been  excluded from the pro forma  Statement of
    Operations data.

(7) Adjusted to reflect the sale of 2,109,091  shares of Common Stock offered by
    the Company  and the  application  of the net  proceeds  from the  Offering.
    Additionally,  reflects the use of proceeds  for the  repayment of the RIGLP
    line of credit of $1,000,000 and its  subordinated  debt to RIGINC  totaling
    $650,000 (which sum was loaned to RIGINC by one of its stockholders) and the
    advances from  stockholders  of Jamison of $111,000 and other long-term debt
    of Jamison amounting to $67,000. See "Certain Transactions."

                                       18

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following  Management's  Discussion and Analysis of Financial Condition
and Results of  Operations  contains  forward-looking  statements  which involve
risks and  uncertainties.  The Company's actual results could differ  materially
from  those  anticipated  in these  forward-looking  statements  as a result  of
certain factors, including those set forth under "Risk Factors" and elsewhere in
this Prospectus. See "Special Note Regarding Forward-Looking Statements and Risk
Factors." The following  discussion also should be read in conjunction  with the
Selected Consolidated Financial Data and the historical financial statements and
related notes thereto appearing elsewhere in this Prospectus.

OVERVIEW

     The  Company  is a leading  provider  of  comprehensive,  building-specific
information  to the United States  commercial  real estate  industry and related
industries.  During the period from 1994 through 1997, the Company  expanded the
geographical coverage of its products and developed new products. This expansion
included  acquisitions  made by the  Company in 1996 and 1997 in Chicago and San
Francisco,  respectively.  See "Business --  Overview."  In connection  with the
Offering, the Company will acquire Jamison, a commercial real estate information
provider  with  operations  in Atlanta and  Dallas/Fort  Worth.  See "-- Jamison
Acquisition."  See  "Business  --  Overview."  The Company  currently  generates
positive cash flow from operations in each region that has operated for at least
18 months.  Costs  associated  with the  introduction of new products into these
established  regions  may  result in net losses in such  regions in the  future.
Because of the Company's growth  strategy,  costs incurred in expanding into new
regions  and  introducing  new  products to existing  markets  have  resulted in
substantial  overall net losses and negative cash flow from operations.  As each
regional  operation and each product becomes  established,  the revenue produced
generally  exceeds  operating  costs and  generates  profits  and cash flow from
operations.  Management  expects that  proceeds  from the Offering  will be used
primarily to continue the rapid  expansion into new regions and the  development
and introduction of new products. Therefore, while existing regions are expected
to grow in profitability and provide substantial  funding for the business,  the
expansion is expected to generate substantial losses and negative cash flow from
overall operations for at least the next two years.

     Approximately  95% of the  Company's  revenue  in  1997  was  derived  from
one-year to  three-year  contracts  that  generally  renew  automatically.  Upon
renewal,  many of the contract rates increase  automatically  in accordance with
contract  provisions  or as a result of  renegotiation.  The  Company  currently
experiences CoStar contract renewal rates in excess of 90%. Clients pay contract
fees on an annual,  quarterly  or monthly  basis.  The Company  recognizes  this
revenue on a straight line basis beginning with the installation or renewal date
over the life of the contract.  Annual and quarterly  advance payments result in
deferred revenue,  which substantially  reduces the working capital requirements
generated by the growth in the Company's accounts  receivable.  Approximately 5%
of the  Company's  revenue  in 1997 was  derived  from  the sale of  advertising
products.

                                       19

<PAGE>

CONSOLIDATED RESULTS OF OPERATIONS OF THE COMPANY

     Consolidated Results of Operations

     The following table sets forth selected  consolidated results of operations
of the Company (in  thousands of dollars and as a percentage  of total  revenue)
for the periods indicated:

<TABLE>
<CAPTION>

                                              1995                  1996                   1997
                                      -------------------- ---------------------- ----------------------
<S>                                   <C>       <C>        <C>         <C>        <C>         <C>
Revenue .............................  $2,062       100%    $  4,336       100%    $  7,900       100%
Cost of revenue .....................     931        45%       2,188        50%       3,413        43%
                                       ------       ---     --------       ---     --------       ---
Gross margin ........................   1,131        55%       2,148        50%       4,487        57%
Operating expenses
 Selling and marketing ..............     566        28%       2,712        63%       4,374        56%
 Software development ...............     248        12%         254         6%         395         5%
 General and administrative .........   1,180        57%       1,863        43%       3,017        38%
                                       ------       ---     --------       ---     --------       ---
Total operating expenses ............   1,994        97%       4,829       112%       7,786        99%
                                       ------       ---     --------       ---     --------       ---
Loss from operations ................    (863)      (42%)     (2,681)      (62%)     (3,299)      (42%)
Other income (expense) ..............      79         4%          49         1%          33         1%
                                       ------       ---     --------       ---     --------       ---
Net loss ............................  $ (784)      (38%)   $ (2,632)      (61%)   $ (3,266)      (41%)
                                       ======       ===     ========       ===     ========       ===


<CAPTION>

                                                    THREE MONTHS
                                                   ENDED MARCH 31,
                                      -----------------------------------------
                                              1997                 1998
                                      -------------------- --------------------
                                                     (UNAUDITED)

<S>                                   <C>       <C>        <C>       <C>
Revenue .............................  $1,555       100%    $2,839       100%
Cost of revenue .....................     717        46%       904        32%
                                       ------       ---     ------       ---
Gross margin ........................     838        54%     1,935        68%
Operating expenses
 Selling and marketing ..............     863        55%     1,264        45%
 Software development ...............     103         7%       118         4%
 General and administrative .........     672        43%       899        32%
                                       ------       ---     ------       ---
Total operating expenses ............   1,638       105%     2,281        81%
                                       ------       ---     ------       ---
Loss from operations ................    (800)      (51%)     (346)      (13%)
Other income (expense) ..............      31         2%       (38)       (1%)
                                       ------       ---     ------       ---
Net loss ............................  $ (769)      (49%)   $ (384)      (14%)
                                       ======       ===     ======       ===
</TABLE>

     Comparison of March 31, 1997 and March 31, 1998

     Revenue. Revenue increased 83% from $1.6 million for the three months ended
March 31, 1997 to $2.8 million for the three  months ended March 31, 1998.  This
increase  in  revenue  resulted   principally  from  growth  of  CoStar  in  the
established  regions and growth in new regions entered during 1997.  Advertising
revenue increased 174% from $69,000 for the three months ended March 31, 1997 to
$189,000 for the three months ended March 31, 1998.  This increase  reflects the
expansion of the advertising product in the established regions.

     Gross  margins.  Gross margins  increased  131% from $838,000 for the three
months ended March 31, 1997 to $1.9 million for the three months ended March 31,
1998, improving from 54% to 68% of revenue, respectively. This increase resulted
principally  from the expanding  revenue and  profitability  of the  established
regions, including Washington, D.C., New York, Los Angeles and Chicago.

     Selling and marketing  expenses.  Selling and marketing  expenses increased
46% from  $863,000 for the three months ended March 31, 1997 to $1.3 million for
the three months ended March 31, 1998,  but decreased as a percentage of revenue
from 55% to 45%,  respectively.  Selling and marketing expenses increased as the
company  expanded  its sales  organization  into new markets and  developed  and
introduced new products to its existing client base.

     General and administrative  expenses.  General and administrative  expenses
increased  34% from  $672,000  for the three  months  ended  March  31,  1997 to
$899,000 for the three months ended March 31, 1998,  but  decreased as a percent
of revenue from 43% to 32%,  respectively.  General and administrative  expenses
increased  due  to  additional   personnel  required  to  support  an  expanding
organization and client base.

     Interest and other income (expense). Interest income decreased from $31,000
for the three months ended March 31, 1997 to an expense of $38,000 for the three
months  ended March 31, 1998 as a result of borrowing on lines of credit used to
fund the operations of the Company.


<PAGE>

     Comparison of 1997 and 1996

     Revenue.  Revenue  grew 84% from $4.3  million  in 1996 to $7.9  million in
1997. This increase in revenue resulted principally from growth in the Company's
client base in all regions of the country, expansion into new regions, expansion
of product  lines into  existing  regions,  and  introduction  of new  products.
Revenue from regions considered  established at December 31, 1997 grew from $4.3
million in 1996 to $7.3  million in 1997,  an increase of 70%. A portion of this
growth  resulted  from a full year of operation  in the Chicago  region in 1997,
which the Company entered on April 1, 1996 through the

                                       20

<PAGE>

acquisition of Chicago Resource, Inc. New regions entered and generating revenue
during 1997 include San Francisco,  through the purchase of 99.3% of the capital
stock of NMS, Inc., and Philadelphia, both entered in the first quarter of 1997,
and  Boston,  entered  in the  fourth  quarter  of  1997.  Advertising  revenue,
generated primarily in established regions, increased 232% from $122,000 in 1996
to  $405,000  in 1997,  reflecting  the  initial  impact of  investments  in the
advertising product.

     Gross  margins.  Gross margins  increased from $2.1 million in 1996 to $4.5
million in 1997,  improving from 50% to 57% of revenue.  This increase  resulted
principally from the expanding revenue and profitability of established regions,
including Washington, D.C., New York, Los Angeles and Chicago.

     Selling and marketing  expenses.  Selling and marketing  expenses increased
63% from $2.7  million  in 1996 to $4.4  million  in 1997,  but  decreased  as a
percentage  of revenue  from 63% in 1996 to 56% in 1997.  Selling and  marketing
expenses  increased  as the Company  expanded  its sales  organization  into new
markets and the Company  invested in the  development of the  advertising  sales
area.  Selling  expenses  declined as a percent of revenue  due to sales  growth
during the year and the growing renewable contract base.

     General and administrative  expenses.  General and administrative  expenses
increased  58% from $1.9 million in 1996 to $3.0 million in 1997,  but decreased
as a  percentage  of  revenue  from  43% in 1996  to 38% in  1997.  General  and
administrative  expenses  increased  due to new hires  required  to support  the
expanding  organization  and client base,  as well as increases in occupancy and
communication  costs.  General  and  administrative   expenses  decreased  as  a
percentage of revenue due to the Company's  ability to leverage  these  expenses
over its growing revenue.

     Interest and other income.  Interest income  increased from $30,000 in 1996
to $49,000 in 1997 due to higher  average cash balances in 1997 resulting from a
capital investment of $4.8 million in the Company in December 1996.

     Comparison of 1996 to 1995

     Revenue.  Revenue  increased 105% from $2.1 million in 1995 to $4.3 million
in 1996.  This  increase in revenue  resulted from rapid growth in the Company's
client base, principally in the New York and Washington regions, which accounted
for $1.2 million or 57% of the total growth, and the Company's  expansion to new
regions. New regions entered and generating revenue in 1996 included Chicago and
Los Angeles.

     Gross  margins.  Gross margins  increased from $1.1 million in 1995 to $2.1
million in 1996 due to the growth in revenue. However,  expansion to new regions
including Los Angeles and Chicago resulted in new operating costs, primarily the
cost of compiling,  researching and updating the Company's Database. These costs
reached significant levels for each new region and product in advance of revenue
growth. Gross margins as a percentage of revenue were therefore reduced from 55%
in 1995 to 50% in 1996.

     Selling and marketing expenses. Selling expenses increased from $566,000 in
1995 to $2.7  million in 1996 as the Company  substantially  expanded  its sales
organization  into new regions  and  enhanced  its  selling  efforts in existing
regions, particularly New York.

     General and administrative  expenses.  General and administrative  expenses
increased  58% from $1.2 million in 1995 to $1.9 million in 1996.  This increase
is due to hiring additional  personnel  required to support the expanding number
of regions and growing client base.

     Interest and other income.  Interest income  decreased from $71,000 in 1995
to $30,000 in 1996 as a result of lower average cash balances in 1995.

                                       21

<PAGE>

 Consolidated Quarterly Results of Operations

     The  following  tables  summarize  the  Company's  consolidated  results of
operations on a quarterly basis for the periods indicated:

<TABLE>
<CAPTION>

                                                   1996                                            1997
                             ------------------------------------------------ -----------------------------------------------
                               MAR. 31     JUNE 30    SEPT. 30     DEC. 31      MAR. 31      JUNE 30    SEPT. 30    DEC. 31
                             ----------- ----------- ---------- ------------- ----------- ------------ ---------- -----------
                                                                     ($ IN THOUSANDS)
<S>                          <C>         <C>         <C>        <C>           <C>         <C>          <C>        <C>
Revenue ....................   $   725     $ 1,110    $ 1,210     $   1,291     $ 1,555     $  1,858    $ 2,074     $ 2,413
Cost of revenue ............       303         546        647           692         717          937        890         869
                               -------     -------    -------     ---------     -------     --------    -------     -------
Gross margin ...............       422         564        563           599         838          921      1,184       1,544
Operating expenses .........       794       1,196      1,211         1,628       1,638        1,966      1,998       2,184
                               -------     -------    -------     ---------     -------     --------    -------     -------
Loss from operations .......      (372)       (632)      (648)       (1,029)       (800)   ($  1,045)      (814)       (640)
Other income (expense) .....        14           5          4            26          31           17          3         (18)
                               -------     -------    -------     ---------     -------     --------    -------     -------
Net loss ...................   $  (358)    $  (627)   $  (644)    $  (1,003)    $  (769)    $ (1,028)   $  (811)    $  (658)
                               =======     =======    =======     =========     =======     ========    =======     =======


<CAPTION>

                                1998
                             ----------
                               MAR. 31
                             ----------
<S>                          <C>
Revenue ....................   $2,839
Cost of revenue ............      904

                               ------
Gross margin ...............    1,935
Operating expenses .........    2,281
                               ------
Loss from operations .......     (346)
Other income (expense) .....      (38)
                               ------
Net loss ...................   $ (384)
                               ======
</TABLE>

<TABLE>
<CAPTION>

                                               1996                                     1997                      1998
                             ---------------------------------------- ---------------------------------------- ----------
                              MAR. 31   JUNE 30   SEPT. 30   DEC. 31   MAR. 31   JUNE 30   SEPT. 30   DEC. 31    MAR. 31
                             --------- --------- ---------- --------- --------- --------- ---------- --------- ----------
                                                    (AS A PERCENTAGE OF TOTAL REVENUE)
<S>                          <C>       <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>
Revenue ....................    100%      100%       100%      100%      100%      100%       100%      100%       100%
Cost of revenue ............     42%       49%        53%       54%       46%       50%        43%       36%        32%
                                ---       ---        ---       ---       ---       ---        ---       ---        ---
Gross margin ...............     58%       51%        47%       46%       54%       50%        57%       64%        68%
Operating expenses .........    109%      108%       100%      126%      105%      106%        96%       91%        81%
                                ---       ---        ---       ---       ---       ---        ---       ---        ---
Loss from operations .......    (51%)     (57%)      (53%)     (80%)     (51%)     (56%)      (39%)     (27%)      (13%)
Other income (expense) .....      2%        0%         0%        2%        2%        1%         0%       (1%)       (1%)
                                ---       ---        ---       ---       ---       ---        ---       ---        ---
Net loss ...................    (49%)     (57%)      (53%)     (78%)     (49%)     (55%)      (39%)     (28%)      (14%)
                                ===       ===        ===       ===       ===       ===        ===       ===        ===
</TABLE>

SUPPLEMENTAL REVENUE AND CONTRIBUTION MARGIN ANALYSIS OF ESTABLISHED REGIONS

     Since its inception, the development of the Company's business has required
substantial  investments  for the  expansion  of products and  establishment  of
operating  regions,   which  has  resulted  in  substantial  net  losses.  These
investments  continue  in certain  regions,  while  other  regions  have  become
profitable.  Additionally, existing profitable regions may experience reductions
in  profitability  as a result of expansions  in the scope of product  offerings
within the region.

     Due to the varying degrees of maturity of the Company's  operating regions,
management measures a region's performance in relation to the length of time the
region has been in operation, along with the relative size of the region and its
product offerings. Management believes that financial data for regions that have
been in operation for at least 18 months  subsequent  to the initial  release of
products  can  provide   relevant   information  as  to  the   performance   and
profitability  of the Company.  Such regions are  considered by management to be
established,  and generally  provide  substantial  operating cash flows that are
then invested into the development of new regions.
<PAGE>

     As of March 31, 1998,  the Company's  operations  in the following  regions
have been ongoing for more than eighteen months and are considered  established:
Washington  (includes  Baltimore),  Chicago,  New York  (includes  Northern  New
Jersey,  Long Island,  Westchester,  and Connecticut) and Los Angeles  (includes
Orange County). The following table sets forth supplemental  quarterly financial
information  regarding the regions considered  established as of March 31, 1998,
which  has  been  derived  from  the  Company's   unaudited   interim  financial
statements.  This  information  should be read in  conjunction  with the  entire
Prospectus  and should not be  considered in isolation or as an  alternative  to
other financial measures.  This information is not necessarily indicative of the
results to be expected for any of the Company's other regions.

                                       22

<PAGE>

       QUARTERLY REVENUE AND CONTRIBUTION MARGIN OF ESTABLISHED REGIONS
<TABLE>
<CAPTION>

                                                        1996
                                  ------------------------------------------------
                                   MAR. 31     JUNE 30     SEPT. 30      DEC. 31
                                  --------- ------------ ------------ ------------
                                                  ($ IN THOUSANDS)
<S>                               <C>       <C>          <C>          <C>
Total revenue ...................  $  725     $  1,109     $  1,210     $  1,296
Operating costs(1) ..............     622        1,053        1,140        1,281
                                   ------     --------     --------     --------
EBITDA before general and
 administrative expenses(2) .....  $  103     $     56     $     70     $     15
                                   ======     ========     ========     ========
Contribution margin(3) ..........      14%           5%           6%           1%
                                   ------     --------     --------     --------
<CAPTION>

                                                         1997                             1998
                                  --------------------------------------------------- -----------
                                     MAR. 31      JUNE 30     SEPT. 30      DEC. 31     MAR. 31
                                  ------------ ------------ ------------ ------------ -----------
                                                   ($ IN THOUSANDS)
<S>                               <C>          <C>          <C>          <C>          <C>
Total revenue ...................   $  1,518     $  1,712     $  1,894     $  2,144     $ 2,390
Operating costs(1) ..............      1,190        1,312        1,329        1,233       1,220
                                    --------     --------     --------     --------     -------
EBITDA before general and
 administrative expenses(2) .....   $    328     $    400     $    565     $    911     $ 1,170
                                    ========     ========     ========     ========     =======
Contribution margin(3) ..........         22%          23%          30%          42%         49%
                                    --------     --------     --------     --------     -------
</TABLE>
----------
(1) Includes  cost of  revenues  and  operating  expenses  for each  established
    region.

(2) Earnings before interest,  taxes,  depreciation and amortization  ("EBITDA")
    shown here excludes  allocation of the Company's general and  administrative
    expenses. Management believes that EBITDA is an indicator of how established
    regions are  performing.  However,  EBITDA  should not be  considered  as an
    alternative to net income or loss (as an indicator of operating performance)
    or to cash  flows  generated  from  operating  activities  (as a measure  of
    liquidity)  determined  in accordance  with  generally  accepted  accounting
    principles.

(3) EBITDA as a percentage of revenues.

JAMISON ACQUISITION

     In  connection  with the  Offering,  the Company will  acquire  Jamison for
Common  Stock  valued at $10.0  million.  Jamison is a real  estate  information
business that has been based in the Atlanta  region since 1981 and that expanded
to the Dallas  region in 1995. In the Offering the  stockholders  of Jamison are
selling  up to 65%  of  the  Common  Stock  received  by  them  in  the  Jamison
Acquisition.  The Company will not receive any of the proceeds  from the sale of
the Common  Stock of the Jamison  Selling  Stockholders.  See  "Jamison  Selling
Stockholders."  The  audited  financial   statements  of  Jamison  are  included
elsewhere in this Prospectus. For the year ended December 31, 1997 and the three
months ended March 31, 1998, Jamison generated cash from operating activities of
$266,000 and $230,000, respectively. This positive cash flow principally results
from continued  profitable  operations in Atlanta and substantial revenue growth
in the Dallas region, which has largely eliminated negative cash flow associated
with entry into that region.

     As a result of the Jamison  Acquisition,  the Company  will  allocate  $7.0
million of the Jamison purchase price to capitalized  product  development costs
and intangible  assets,  that will be amortized  using estimated lives of two to
fifteen years,  and $3.0 million to in process  research and  development  which
will be charged to operations immediately following the Jamison Acquisition. The
estimated   charges  for  amortization  of  the  Jamison   capitalized   product
development and intangible assets are  approximately  $1.5 million for the first
two years,  and are  expected to decline to  approximately  $500,000 or less per
year thereafter.  Approximately  $1.1 million of the amortization in each of the
first two years relates to capitalized  product  development and will be charged
to cost of sales, reducing gross margins substantially.

     The Company will make  significant  investments to convert  Jamison's data,
upgrade Jamison's clients to the Company's products and complete the development
of certain acquired  technology into products which are  commercially  viable in
the  Company's  other  markets.  These  projects are expected to cost up to $1.0
million to complete, including the cost of programming, consulting, training and
research,  and are  expected  to be  completed  within  two years.  The  Company
anticipates  that during this period,  the positive  cash flow expected from the
Jamison  operation  will be  largely  offset  by the  costs  of this  conversion
process.  There can be no  assurance  that the  conversion  and  development  of
Jamison's data,  products and clients will be completed in the time planned,  or
that the cost of these projects will not be greater than estimated.

                                       23

<PAGE>

 Results of Operations of Jamison

     The following  table sets forth  selected  annual  results of operations of
Jamison (in thousands of dollars and as a percentage of revenue) for the periods
indicated:

<TABLE>
<CAPTION>

                                                                                                    THREE MONTHS
                                                                                                   ENDED MARCH 31,
                                                   1996                 1997                 1997                 1998
                                           -------------------- --------------------- ------------------- ---------------------
                                                                                                     (UNAUDITED)
<S>                                        <C>       <C>        <C>          <C>      <C>        <C>      <C>          <C>
Revenues .................................  $2,502       100%      $3,664      100%     $822       100%      $1,049      100%
Cost of revenues .........................   1,081        43%      1,379        38%      351        43%        357        34%
                                            ------       ---       ------      ---      ----       ---       ------      ---
Gross margin .............................   1,421        57%      2,285        62%      471        57%        692        66%
Operating expenses:
 Selling, general and administrative
   expenses ..............................   1,637        66%      2,200        60%      461        56%        526        50%
 Software development ....................     110         4%         52         1%       21         3%         --         0%
                                            ------       ---       ------      ---      ----       ---       ------      ---
Total operating expenses .................   1,747        70%      2,252        61%      482        59%        526        50%
                                            ------       ---       ------      ---      ----       ---       ------      ---
Income (loss) from operations ............    (326)      (13%)        33         1%      (11)       (2%)       166        16%
Other income (expense) ...................     (14)       (1%)       (35)       (1%)       5         1%           (3)      0%
                                            ------       ---       ------      ---      ----       ---       --------    ---
Loss before income taxes .................    (340)      (14%)          (2)      0%         (6)     (1%)       163        16%
Provision (benefit) for income taxes .....    (122)       (5%)         3         0%       --         0%        (59)       (6%)
                                            ------       ---       -------     ---      ------     ---       -------     ---
Net income/(loss) ........................  $ (218)       (9%)     $  (5)        0%     $ (6)       (1%)     $ 104        10%
                                            ======       ===       =======     ===      ======     ===       =======     ===
</TABLE>

     Comparison of March 31, 1997 and March 31, 1998 of Jamison

     Revenue.  Revenue  increased  28% from  $822,000 for the three months ended
March 31, 1997 to $1.0 million for the three  months ended March 31, 1998.  This
increase in revenue  resulted  principally  from continued  growth of the client
base in Atlanta and Dallas.

     Gross  Margins.  Gross  margins  increased  47% from $471,000 for the three
months  ended March 31, 1997 to $692,000  for the three  months  ended March 31,
1998, improving from 57% to 66% of revenue, respectively. This increase resulted
principally  from the  expanding  revenue and  profitability  of the Atlanta and
Dallas regions.

     Selling   general  and   administrative   expenses.   Selling  general  and
administrative  expenses  increased 14% from $461,000 for the three months ended
March 31, 1997 to  $526,000  for the three  months  ended  March 31,  1998,  but
decreased as a percentage of revenue from 56% to 50%, respectively.  Selling and
marketing  expenses  increased  as Jamison  expanded its sales  organization  in
Dallas and began focusing on the sale of Jamison Reports in that region. Selling
expenses  declined as a percent of revenue due to the sales  growth  experienced
during the quarter and the growing renewable subscriber base.

     Other income  (expenses).  Other income decreased from $5,000 for the three
months  ended March 31, 1997 to an expense of $3,000 for the three  months ended
March 31, 1998 due to an increase in interest expense.

     Comparison of 1997 and 1996 of Jamison

     Revenue.  Revenue  grew 48% from $2.5  million  in 1996 to $3.7  million in
1997.  This increase in revenue  resulted  principally  from growth in Jamison's
client  base as well as  expansion  into the Dallas  region.  Atlanta,  a market
entered in 1981,  grew  approximately  $300,000  or 17%,  while  Dallas  revenue
increased from approximately $400,000 in 1996 to $1.2 million in 1997.

     Gross Margins.  Gross margins increased  $864,000 from $1.4 million in 1996
to $2.3 million in 1997,  improving from 57% to 62% as a percent of sales.  This
increase resulted principally from the expanding revenue in the Dallas region.

                                       24

<PAGE>

     Selling,  general  and  administrative   expenses.   Selling,  general  and
administrative  expenses increased 29% from $1.7 million in 1996 to $2.2 million
in 1997,  but  decreased as a  percentage  of revenue from 66% in 1996 to 60% in
1997.  Selling expenses increased as the Company expanded its sales organization
into Dallas and began focusing on the sale of Jamison Reports.  Selling expenses
declined as a percent of revenue due to the sales growth  experienced during the
year and the growing renewable subscriber base.

     Other income  (expense).  Other expenses  increased from $14,000 in 1996 to
$35,000 in 1997 due to an increase in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

     To date,  the Company has  financed its  operations  through cash flow from
established  regions,  the sale of partnership  units and the  establishment  of
credit lines with a bank and with a  stockholder  of the Company.  Additionally,
the Company  receives  advance  payments  from clients on a number of contracts,
resulting in the generation of cash as reflected in deferred revenue balances of
$969,000,  $903,000, and $1.6 million as of December 31, 1996 and 1997 and March
31, 1998,  respectively.  Increases in accounts  receivable  due to sales growth
expand  working  capital  requirements  and  reliance on credit  lines,  but are
substantially  offset by deferred  revenue.  As a result of reduced losses and a
significant  increase in deferred revenue as of March 31, 1998, cash provided by
operations  for the three months  ended March 31, 1998 was $22,000.  The Company
had a  deficit  in  working  capital  at March  31,  1998 of $1.9  million,  and
continues to experience  operating  losses and negative cash flow as a result of
its rapid  expansion into new regions,  while  established  regions  continue to
generate cash flow from operations.

     Net cash used in operating activities was $454,000,  $1.8 million, and $2.2
million,  in 1995,  1996, and 1997,  respectively,  as a result of the operating
losses of the Company.  Net cash used in investing  activities  amounted to $1.7
million in 1997,  including the acquisition of NMS, Inc. and capitalized product
development,  including  the  cost of  building  photography,  and  fixed  asset
purchases,  consisting principally of computer and office equipment. The Company
currently  has no  material  commitments  for capital  expenditures.  Management
believes that the Company's  current  resources and  commitments for funding are
adequate to support its current operations,  and based on its current plans, the
proceeds of the Offering  combined  with  positive  cash flow from the Company's
established  regions  will be  sufficient  to fund its  planned  operations  and
expansion into new regions and products for at least the next two years.

     To  date,  the  Company  has  generated   substantial  growth  through  the
acquisition of other  entities.  The Company plans include  further growth which
may occur through the  acquisition of other entities.  Acquisitions  may vary in
size and could be material to the current operations of the Company. The Company
expects  that it will use cash,  stock  issuances,  or other means of funding to
effect such transactions.

   

     To date, the Company has operated as either a Subchapter S corporation or a
limited  partnership,  and has not  been  subject  to  corporate  income  taxes.
Currently, the Company is a taxable entity. Although the Company has experienced
losses to date,  future  profitability,  to the  extent it is not  offset by the
benefits of loss  carryforwards,  would  result in income tax  liabilities.  The
Company does not expect to benefit  substantially  from tax loss carry  forwards
generated prior to its formation.     

     Management  does not  believe  the impact of  inflation  has  significantly
affected the Company's operations.  Management does not anticipate that the Year
2000 will have a significant  impact on its  information  systems or result in a
significant  commitment of resources to resolve  potential  problems  associated
with this event.

                                       25

<PAGE>

                                    BUSINESS

OVERVIEW

     The  Company  is a leading  provider  of  comprehensive,  building-specific
information  to the United States  commercial  real estate  industry and related
industries.  The Company has created a proprietary  Database,  through  internal
development   and  strategic   acquisitions,   that  the  Company   believes  is
significantly  more  comprehensive,  accurate  and  up-to-date  than  any  other
database of  information  detailing  office and  industrial  space in the United
States.  The Database  includes  hundreds of data fields  providing  substantive
information as well as digitized photographs and floor plan images on individual
commercial buildings in the Company's markets. The Combined Database tracks over
eight billion  square feet of office and  industrial  space in more than 150,000
buildings,  better than twice the  coverage of the  Combined  Company's  nearest
competitor.  The Combined Database also contains detailed information on 120,000
tenants and 13,000  buildings for sale (with an aggregate asking price in excess
of $15  billion).  In  addition,  the  Company  has  developed  a  portfolio  of
multimedia  software products with Internet  connectivity that allows clients to
access the Database and from which the Company  generates revenue in each of its
markets.

     The Combined Company is the market leader in providing comprehensive office
and industrial real estate  information in nine of the ten largest United States
metropolitan areas. After establishing the Database and software products in the
Washington,  D.C.  metropolitan  area, the Company expanded to Baltimore (1992),
and  thereafter  to New York City (1994),  Westchester  County,  Long Island and
Northern New Jersey (1995),  Los Angeles,  Orange County and Chicago (1996), and
Philadelphia,  San Francisco and Boston (1997). In connection with the Offering,
the Company will acquire Jamison, the leading commercial real estate information
provider in Atlanta and  Dallas/Fort  Worth.  The Company  plans to continue its
aggressive geographic expansion in the United States and in select international
markets.  In most  instances,  the  leading  office and  industrial  real estate
brokerage  firms in a new market have become the  Company's  clients  within six
months  of  entry.  The  Company  currently  generates  positive  cash flow from
operations  in each  regional  market in which it has  operated  for at least 18
months.

     The Company's  clients access the Database  using the Company's  multimedia
software  products.  These  software  products  include  (i)  CoStar,  a product
primarily  intended for office and industrial  real estate  professionals  which
allows them to use the Database to analyze leasing  options,  market  conditions
and competitive property positions, and to produce multimedia presentations, and
(ii) CrosTrac,  a product primarily intended for participants in the office real
estate  industry  which allows them to identify the most likely  tenants to fill
space vacancies,  to find tenants needing  representation for their space needs,
and for  business-to-business  marketing.  The Company also derives  significant
revenue from other products.  Interactive  Advertising  provides  clients with a
means of direct  access to real estate  professionals  by allowing  placement of
advertisements  of  properties  for  lease or sale,  directly  in the  Company's
software  products and on the Company's web site. The Combined  Company plans to
expand its  distribution of Jamison  Reports,  a collection of quarterly  market
conditions  reports, on a national basis. The Company is also developing several
new software products to allow clients to better utilize the Database, including
CoStar I/S, a software  product that will provide  extended detail on office and
industrial properties offered for sale.

INDUSTRY BACKGROUND

     According to the Federal  Reserve,  the inventory of commercial real estate
in the United States has been valued at approximately $3.3 trillion. The Company
estimates that the value of annual transactions for the sale and lease of office
and  industrial  real estate in the United States was $175 billion in 1997.  The
Company  believes  that  the  market  for  office  and  industrial  real  estate
information,  though  undefined  today, is vast based on the volume and value of
commercial real estate  transactions and the large number of parties involved in
such  transactions.   Comprehensive  and  reliable  information  is  a  critical
component of all transactions in the commercial real estate industry.  To effect
these transactions,  real estate brokers  representing  lessors and tenants, and
buyers and sellers need comprehensive, accurate and consistent building-specific
information to enable them to advise their clients. A study by an inde-

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pendent  consulting firm  commissioned by the Company found that commercial real
estate  professionals  spend  40% of their  work day  collecting  and  analyzing
information on the real estate market.  In the United States there are currently
an estimated 160,000 commercial real estate firms.

     The  importance of accurate,  property-specific  information  to a broker's
business translates both into time (as indicated by the consulting firm's study)
and money.  Traditionally,  large brokerage firms  maintained their own research
departments to catalogue buildings,  space availabilities,  properties for sale,
market statistics,  and other building specific  information.  Smaller brokerage
firms,  unable to afford  their own  research  departments,  would  periodically
research  the  market in  response  to  client  requests.  Each firm also  spent
significant resources adapting or developing software to analyze the information
it had independently  gathered. This fragmented approach resulted in duplication
of effort in the  collection  and analysis of  information,  excessive  internal
costs,  non-standard data with varying degrees of accuracy and comprehensiveness
and,  especially for smaller firms, a large information gap. From its inception,
the Company has sought to consolidate  research and software development efforts
and spread the costs of such  efforts  over all its  clients in order to deliver
more comprehensive, accurate and timely information than any single client could
obtain through its individual efforts.

COMPETITIVE ADVANTAGES

     The  Company  believes  that  it has a  number  of  competitive  advantages
relative to its actual and potential competitors including:

   o Comprehensive   Proprietary   Database.   The  Company's  Database  is  the
     accumulation of more than ten years of data collection by the Company. This
     effort  includes  both  direct  data  collection  by the  Company  and  the
     acquisition of various real estate information providers in various markets
     who themselves (like Jamison)  expended  significant  effort building their
     databases.  The Combined  Database tracks over eight billion square feet of
     office and industrial inventory and more than 120,000 tenants. The Combined
     Database also includes photographs of more than 70,000 buildings,  believed
     by the Company to be the largest library of digitized building  photographs
     in existence.  The Combined  Database is supported and maintained by one of
     the largest office and industrial real estate  listings  research staffs in
     the nation.  Whereas the  Company's  Database  costs are mostly  related to
     maintaining  the  accuracy,  currency  and  integrity  of the  Database and
     expanding the Database to cover new markets,  the Company believes that any
     new competitor would have to make substantial expenditures over a number of
     years to develop a database as comprehensive as the Database.

   o Full  Service  Software  and Data  Solutions.  As the  result  of  numerous
     upgrades over the last several years, the Company's  software products have
     become a high  value-added  tool for its  clients  by  providing  them with
     full-service  solutions to their needs.  Through  continuous  feedback from
     clients  and a highly  sophisticated  software  platform,  the  Company has
     improved its software  products to service more of its clients' needs.  The
     Company believes that, because of its size and experience,  it will be able
     to maintain and upgrade this  software at a lower cost per client  compared
     to its competitors.

   o First to Capitalize on  Outsourcing  Trend.  During the 1990s,  many of the
     Company's   clients  began  outsourcing  the  collection  and  assembly  of
     commercial  real  estate  data.  A portion of the  Company's  Database  was
     developed with data  contributed by clients that had outsourced  their real
     estate information needs to the Company. In addition, most of the databases
     that were  contributed  to the Company no longer  exist,  as the firms that
     originally built them (and provided them to the Company) ceased maintaining
     them when they  subscribed  to the Company's  products and  services.  As a
     result,  the  Company  believes  that it  would  be  difficult  for any new
     competitor to duplicate this process.

   o Standardization  on Company  Products.  Many of the Company's  clients have
     standardized their internal reporting systems on the Company's  proprietary
     data structures.  Users of the Company's software have invested significant
     time mastering the Company's  products and understanding its methodologies,
     so that the Company's  clients are likely  reluctant to change  information
     suppliers. In addition, a growing number of prominent print and other media
     outlets  are  routinely  citing  the  Company  as a source  for  office and
     industrial real estate data.

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<PAGE>

   o Resources to Enter Markets Efficiently. The Company's market coverage, size
     and experience  with  geographic  expansion allow it to expand rapidly into
     new  markets at a  relatively  low cost  compared to its  competitors.  New
     market entry is facilitated  because,  prior to entry,  the Company already
     has the Database,  software  products  that use the  Database,  established
     research   and  data   collection   procedures,   existing   administrative
     infrastructure,   and  marketing  and  sales   procedures  that  have  been
     successful in other markets.

   o Sole  National  Information  Provider.  The  Combined  Company  is the only
     provider of uniform,  up-to-date and comprehensive data in all of the major
     markets  encompassed by the Combined  Database.  As a result,  the Combined
     Company  has the unique  ability  to offer  significant  multi-market  real
     estate  information for those markets to national clients who find value in
     purchasing uniformly-presented data.

   o Relationships  with Key  Clients.  As a result  of the  Combined  Company's
     presence  in the  nine  regions  it  currently  serves,  it  has  developed
     long-standing  formal and informal  relationships  with key participants in
     the  office and  industrial  real  estate  market.  The  Company is able to
     capitalize  on these  relationships  when  entering  new  markets  and when
     expanding product lines in existing markets.

STRATEGY

     Building upon its  competitive  advantages,  the Company's  objective is to
become  the  preeminent  provider  of   building-specific   information  to  the
commercial real estate industry and related  industries in the United States and
select international markets. The principal components of the Company's strategy
are:

   o Maintain and Improve the Database. Management believes that the Database is
     the most comprehensive database of building-specific  office and industrial
     real estate  information  available  today. The Company intends to maintain
     this leading  position by continuing to expand the Database's  coverage and
     by constantly auditing and improving the Company's model for collecting the
     data  underlying  the  Database  to ensure  it  remains  comprehensive  and
     reliable.

   o Maintain  Technology  Leadership.  The Company  intends to provide  ongoing
     upgrades of its software products to incorporate advances in technology and
     to  provide   features  and  advantages  to  facilitate  ease  of  use  and
     flexibility for the Company's clients.

   o Enter New Markets. The Company plans to continue its aggressive  geographic
     expansion  in the  United  States  and select  international  markets.  The
     Company,  independently,  or in connection  with strategic  acquisitions of
     local  providers,  intends to gain an initial  foothold  in each new target
     market with one of the Company's  products,  and then over time,  introduce
     all of its products in that target market. In order to accomplish this, the
     Company intends to first expand the Database to include  substantially more
     comprehensive  information on office and industrial buildings in the target
     market  than any  competitor  in that  market.  The Company  believes  that
     favorable  references  from reputable  clients in established  markets will
     enable  the  Company  to  accelerate  the rate at which it can gain  market
     acceptance in newly entered regions.

   o Increase Market Penetration and Revenue in Established Markets. The Company
     believes that substantial opportunities exist in its established markets to
     both attract new clients and increase  its revenue from  existing  clients.
     The  Company  also  seeks to  increase  revenue  from  existing  clients by
     increasing the performance and use of the Company's existing  products.  In
     addition, the Company has not yet introduced all its products in all of its
     markets.  Over the next  several  years,  the  Company  intends to increase
     revenue by  introducing  its full  complement of its products in all of its
     markets.

   o Introduce  New  Products  to Satisfy  Existing  Client  Needs and Reach New
     Clients. The Company believes its Database contains a wealth of information
     that can be packaged to create an array of new  products,  several of which
     are currently under development. Management intends to sell

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<PAGE>

     these new  products to satisfy both  existing  client needs and attract new
     clients.  The Company also intends to attract new clients by expanding  its
     Database  to  cover  additional  segments  of the  commercial  real  estate
     industry (such as retail, multi-family and hotels).

THE DATABASE

     The  Company   believes   that  the   Database  is  the  largest  and  most
sophisticated   database  of  office  and  industrial  real  estate  information
available today. It is the basis for all of the Company's products and services.
This highly complex database is a real-time information system comprised of more
than  100  inter-related   tables,   containing   hundreds  of  data  fields  of
information.  The data fields tracked include such categories as: location, site
and zoning information;  building  characteristics;  space  availabilities;  tax
assessments;   ownership;  sale  comparables;  mortgage  and  deed  information;
for-sale information; and income and expense histories.

     The  Combined  Database is the result of more than ten years of research by
the Combined  Company.  It tracks more than eight billion  square feet of office
and industrial  inventory in more than 150,000  buildings and 1.3 billion square
feet of available space on a floor-by-floor,  suite-by-suite level in increments
as small as 100 square feet. The Combined Database archives valuable  historical
information such as leasing,  occupancy, rental rate and ownership histories. It
also contains  detailed  information on more than 32,000  commercial real estate
companies  that own,  lease and manage  properties  tracked by the  Company.  In
addition,  the  Combined  Company  actively  tracks  over  120,000  tenants  and
thousands of lease transactions.

     The Combined  Database also includes 124,000 building  photographs,  aerial
photographs and floor plans. The Company believes this is the largest library of
digitally stored property photographs in existence.  These images were collected
over  a  ten  year  period  by  dozens  of  staff  and  contract   architectural
photographers nationwide.

DATA COLLECTION

     The Company has developed a highly  evolved data  collection  organization,
made up of a unique combination of researchers, management systems, computer and
communications hardware, and software systems.

     Research. The Combined Company has more than 133 researchers collecting and
analyzing office and industrial real estate information.  The Combined Company's
research  department  updates, on a monthly basis, the majority of the more than
140,000  buildings  tracked,  through over 500,000 phone calls a year,  e-mails,
faxes, field inspections, news monitoring and direct mail.

     The Company puts every new employee  through an extensive  training program
to maintain a consistent  research process.  New employees must pass a series of
examinations  developed by the Company to ensure their technical  proficiency in
office and  industrial  real estate,  as well as in the Company's  internal data
collection  systems,  which are described in greater detail below. The Company's
research  department is structured into geographic  teams of Research  Analysts,
each led by a Research Manager.  This team structure  creates  opportunities for
upward employee mobility and provides the Company with the flexibility to easily
redeploy research resources to cover new markets.

     Management and Quality Control  Systems.  The Company has established  both
automated and non-automated  controls to manage the data collection  process and
to ensure its  integrity.  Automated  measures  such as the  Contact  Management
System (CMS) track every contact with  individuals and firms in the Database and
allow  researchers to set call-backs for future data updates.  There are a large
number of automated data quality tests that check for potential errors including
contiguous  space,  occupancy date conflicts,  available  square footage greater
than building area, typical floor greater than land area, and expired leases.

     The Company employs regular non-automated quality control measures as well,
monitoring items such as the number of images scanned and photographs  taken, to
the  number of tenants  canvassed  by tenant  canvassers  and the number of news
stories submitted by researchers. The Company performs

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<PAGE>

regular  auditing of all research to check for data accuracy,  completeness  and
quality.  Audit  methods  include  calling  the  leasing  contact on  properties
recently updated to re-verify information collected or reviewing commercial real
estate periodicals and newspapers for transactions to determine whether they are
reflected in the Database. Field research is performed to determine if buildings
were canvassed correctly and to determine if any buildings were missed.

     Finally,  one of the most important and effective  quality control measures
is feedback from the thousands of commercial real estate  professionals that use
the Company's data every day. The Company  regularly  surveys clients  regarding
data quality and uses this  information to target areas for  improvement  and to
obtain early warnings about any problem areas.

     Computer and  Communications  Hardware.  The Company  maintains  six Novell
and/or  Windows NT servers in support of the  Database  and a national  internal
frame  relay  network  to  allow  remote  researchers  real-time  access  to the
Database.  The servers  are in a secured,  firewall-protected  environment.  The
Company also  maintains  redundant  drive arrays and  stockpiles  hardware spare
parts to  minimize  potential  system  downtime.  The  Company  stores full data
back-ups off site and is evaluating implementing fully-redundant server capacity
following the Offering.

     Software  Systems.  The Company uses client  server  software to manage the
Company's  internal  data  collection.  In addition,  the  Company's own systems
software has been  developed  over ten years and contains  over 250,000 lines of
code. This software  enables the Company to continuously  improve data integrity
and  research  productivity  even  as the  volume  of  data  tracked  has  grown
exponentially.    The   system   has   four   primary   functions:    collecting
building-specific  data,  tracking  companies and individuals,  facilitating the
Company's operations and distributing data.

   o Collects  Building-Specific  Data.  Researchers  can  add  or  change  data
     relating to buildings, space available for lease, buildings for sale, lease
     and sale  comparables,  and other  historical  data.  The system  goes well
     beyond  simple data entry.  It demands that  researchers  account for every
     square foot of available space they add, delete, or modify in the Database.
     It enforces  commercial  real estate  business  guidelines  and compels the
     researcher to record and reconcile  available space  adjustments in vacancy
     and  occupancy  much like making  offsetting  entries in a general  ledger.
     Though  the  number of data  fields on a specific  building  has  increased
     dramatically,  the system has allowed  average  researcher  productivity to
     double over the last five years through  increased  automation.  The system
     enforces referential integrity by ensuring that changes made in one area of
     the  Database  are  consistent  with all related  areas of the Database and
     utilizes  comprehensive  audit trails to allow management to understand how
     and why changes were made and by whom.  The system is scalable to allow for
     continued growth in the size of the Database.

   o Tracks  Companies and  Individuals  Associated with Commercial Real Estate.
     The system tracks  brokerage firms,  tenants,  owners,  property  managers,
     developers,  architects  and many others.  The system  allows  employees to
     track contact and call  histories and set automated and manual  call-backs.
     This second function of the Company's software systems is highly integrated
     with the first. For example, it transforms  available space listing updates
     into actual tenant and tenant deal transaction information.

   o Facilitates the Company's  Operations.  The Company's  software systems are
     utilized by the Company  internally in a number of areas  including  sales,
     marketing, customer service,  administration and accounting. For example, a
     new leasing agent  entered in the system by a researcher  is  automatically
     flagged on the sales  representative's  system as a sales prospect.  Later,
     this same  leasing  agent  may be  identified  in a query by the  marketing
     department  as a direct mail  target.  After that leasing  agent  becomes a
     client, customer service will schedule installation and manage ongoing data
     delivery through this same system.  Finally, the accounting department will
     handle  contract  management and accounts  receivable  communications,  all
     within this same integrated system.

   o Distributes  Data. The software system automates  packaging and delivery of
     subsets of the  Database  for client use.  This is  accomplished  through a
     series of nightly, automated, triggered events. Quality control reports are
     generated for  management,  redundant  online backups are made and database
     subsets  are  compressed  for more  efficient  distribution.  Finally,  the
     Database subsets are transported over the Internet to client systems.

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PRODUCTS AND SERVICES

     The Company has developed advanced  proprietary software products utilizing
its  Database.  These  products use  sophisticated  Windows-based  programs with
Internet  connectivity to access the Company's Database and present  information
in a variety of formats.

     CoStar.  Introduced in 1991,  CoStar is a software product heavily utilized
by commercial  real estate  brokers and  increasingly  used by building  owners,
investors   and   lenders   and  by  goods  and   service   providers   such  as
telecommunications providers, insurance companies and building services vendors.
CoStar  allows  access to utilize  the  Database to  research  leasing  options,
analyze market conditions and competitive  property  positions,  keep abreast of
industry news, and produce multimedia client presentations.

     The  Company's  clients  use CoStar to find  leasing  options in office and
industrial  buildings.  The user can query the Database with any  combination of
pertinent  criteria,  combining  any of  approximately  one hundred  CoStar data
fields from categories such building size, location,  building  characteristics,
space availabilities,  ownership, or sales comparables. For example, if a CoStar
user  needs  to find an  office  suite of 5,000  square  feet in a high  quality
building in one of two  specific  submarkets,  the client  simply  enters  these
requirements  into CoStar and initiates a query.  CoStar then  searches  through
hundreds  of  millions  of  square  feet of  space  in  seconds  to find all the
available space meeting the search criteria.

     The  Company's  clients  also use CoStar to analyze  market  conditions  by
calculating  up-to-the-minute vacancy rates, absorption rates, or average rental
rates.  This allows  clients to gauge supply and demand balance and track market
trends. Clients can also keep abreast of their competitor's market share and how
competitors are positioning their properties. In addition, CoStar has a newswire
feature that keeps clients informed of late breaking commercial real estate news
such as major deals signed, acquisitions, ground breakings and other features.

     CoStar allows users to create  professional client  presentations  complete
with  high-resolution,  digital  color  photographs  and  aerials of  commercial
buildings in minutes using a desktop computer and color printer.  CoStar further
details  space   availability  by  providing  digital   floor-plans   indicating
"as-built"  conditions  or  typical  floors.  The user can  select  from over 50
customizable  reports,  presenting space availability,  comparable sales, tenant
activity,  market  statistics,  photographs and floor plans.  Preliminary  space
planning  can  also be  performed  on  CoStar's  floor-plans  to help  determine
feasibility  and use. The user can export and edit  reports,  photos,  and floor
plans  in  popular   software   packages  like  Microsoft  Word,   Power  Point,
WordPerfect, Excel, or Lotus 123. CoStar reports can be edited in Microsoft Word
or WordPerfect for Windows to easily customize and print presentations.

     CrosTrac.  Introduced in 1996, CrosTrac is a software product that delivers
detailed information  profiling the tenants occupying office buildings to a wide
variety of commercial  real estate and other clients.  Building owners rely upon
the  product  as do  commercial  real  estate  brokers,  providers  of goods and
services to building  tenants,  and  providers of goods and services to building
owners.  These  clients use the  Database to identify and target the most likely
tenants to lease space, to understand  trends and the demand for commercial real
estate,  to identify and target the tenants  most likely to need  representation
for their real estate requirements,  and to identify and target the tenants most
likely to buy a particular vendor's goods and services.

     Commercial  real estate  professionals  use CrosTrac to identify and target
the tenants most likely to fill their space vacancies.  For example, if a client
owns or  represents a high  quality  building in a certain area with an upcoming
vacancy of 5,000 square feet, the client might enter two queries to develop both
a list of  prospects  for direct  mail  marketing  and a more  focused  list for
telemarketing.  For the first broad list, the client might query for all tenants
with leases  expiring within the next year who occupy 3,000 to 7,000 square feet
of space in  buildings  that are within the same  general  area as the  client's
building.  Within seconds,  CrosTrac might identify several hundred  prospective
tenants  from a list of tens of  thousands  of tenants  and enable the client to
print  labels for a mailing to these  prospects.  For the second,  more  focused
list,  the  client  might  use the same  query as  before,  but add a  parameter
restricting

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the list to those firms with SIC classifications typically found in high quality
buildings,  such as law firms or investment  banking  firms.  With the resulting
more  focused  list of dozens  of  prospective  tenants,  the  client  might use
CrosTrac's call tracking features and data collection features to assist them in
telemarketing the list.

     The Company's other clients use CrosTrac to identify and target the tenants
most  likely to  purchase  goods and  services  from the  client.  For  example,
companies are more likely to make  significant  purchases in  connection  with a
move. A furniture vendor  specializing in selling economy  furniture to mid-size
companies  therefore  might use CrosTrac to query for all tenants who have,  for
ten  years or  more,  occupied  10,000  to  20,000  square  feet in  mid-quality
buildings  and who are moving or who have  recently  moved into  larger  spaces.
Within seconds,  CrosTrac  provides the client with a list of prospective  firms
most likely to need new or additional  economy  furniture.  Before the furniture
vendor contacts these  prospects,  the vendor can learn more about the prospects
by using  the web home  page  addresses  of the  prospects  that are  stored  in
CrosTrac and CrosTrac's ability to call up those web pages.

     Interactive  Advertising.  In 1997, the Company began to derive significant
revenue from the advertising of office and industrial real estate  buildings for
sale or lease on its software products.  In the past, few effective vehicles for
targeted marketing of office and industrial  properties existed.  For owners and
agents  representing  buildings for lease or sale,  reaching  potential  tenants
directly  was not  effective  because  the tenants  generally  deferred to their
commercial  real estate broker to create the short lists of properties  for them
to consider.  Brokers were difficult to reach with  traditional  marketing tools
like  advertising and direct mail,  advertising was hindered because brokers did
not rely on any single information source when researching  properties for their
clients,  and direct mail also had limited  effectiveness  because  brokers were
deluged with marketing material.

     Computerized  information  systems such as the Company's  array of software
products  have  significantly  diminished  the  Company's  clients'  reliance on
printed   directories  and  materials.   The  Company   introduced   Interactive
Advertising  for its CoStar system as well as its web site to take  advantage of
this new trend  toward  electronic  delivery and  analysis of  information.  The
Company's  clients  are  made  up  in  large  part  of  commercial  real  estate
professionals, who are normally the targeted market for advertisers. Since these
professionals  generally use the Company's products  regularly,  advertisers are
realizing an  opportunity to market in a more targeted  fashion than  previously
possible.  The multimedia  aspects of the Company's products and web site permit
multiple  images,  text and  relevant  information  about a property for sale or
lease to be delivered instantly to the user.

     Each time a user performs a search, looks up a building, views a photograph
or completes  another task on one of the Company's  products,  a new interactive
advertisement  appears on a portion of the screen.  If interested,  the user can
directly access further information on the property from the Company's Database.
Full screen ads contain any combination of information,  created and enhanced by
professionally  designed  graphics.  This includes  floor plans,  maps,  photos,
aerials or  illustrations.  On average,  the Company  believes an  advertisement
appears  on one of its  software  products  approximately  20 times  per  month.
Interactive ads also appear on the Company's web site.

     Jamison Reports. In connection with this Offering, the Company will acquire
Jamison,  a commercial  real estate  information  provider  based in Atlanta and
Dallas/Fort Worth. Jamison has derived a substantial portion of its revenue from
quarterly  market  conditions  reports.  The Company will create a new division,
Jamison Reports,  to expand this business to the Company's  markets  nationwide.
This new division will be built upon Jamison's  professionally  trained analysts
using  the  Company's  Database  to  produce  reports  to  help  clients  better
understand  the  risks  and  opportunities  inherent  in real  estate  projects.
Management believes Jamison Reports will provide institutional  investors,  Wall
Street  analysts and  participants  in the real estate  market with  consistent,
independent analysis of real estate trends in each of the Company's markets.

     Jamison  Reports will be initially  divided into two business  groups:  the
Market Conditions Reporting Group and the REIT Reporting and Analysis Group. The
Market  Conditions   Reporting  Group  currently   publishes  80  quarterly  and
semiannual market conditions reports for the office, industrial, and

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retail markets in Atlanta and the Dallas/Fort  Worth markets.  These reports are
nationally  recognized  and  include  vacancy,   absorption,   effective  rental
forecasts,  tenant profiles,  and historical trends. The objective of this Group
will be to expand the  production  of these same types of reports into all major
U.S.  commercial  real estate  markets.  The REIT  Reporting and Analysis  Group
intends to provide  customized  market  reports to REITs and report on local and
regional  market trends  potentially  impacting a REIT's  financial  performance
directly to Wall Street. The objective of the REIT Group is to provide access to
market  data to enable  professional  investors  to value real  estate  with the
support of systematic and comprehensive market data.

CLIENTS

     Real  estate  brokers  currently  comprise  a  significant  portion  of the
Company's  clients  and  are  the  most  active  users  of the  Database.  Other
participants in the commercial real estate industry also require various subsets
of the building-specific information found in the Database. Owners and investors
are a significant and growing  portion of the Company's  client base and include
institutions,  banks, mortgage lenders, REITs, asset managers,  investment banks
and securities  analysts.  Another large and growing type of client is providers
of goods and  services  to  buildings  and tenants  such as  property  managers,
developers,   construction  firms,  architects,  appraisers,  building  services
vendors, tenant services vendors,  telecommunication providers, office furniture
vendors,  space planners,  insurance companies,  utilities and moving companies.
Public service  agencies at the federal state and local level are also among the
Company's clients, such as economic development  agencies,  the Federal Reserve,
General Services Administration and Department of Commerce.

   

     The  Combined  Company  has over 1,900  clients,  including  leaders of the
commercial real estate  industry such as CB Commercial Real Estate Group,  Inc.,
Grubb &  Ellis,  Merrill  Lynch & Co.,  Julien  J.  Studley,  Inc.  and  LaSalle
Partners,  Inc. Many of these national  companies have multi-year,  multi-market
contracts  with  the  Company.   These  multi-market  contracts  strengthen  the
Company's role within the industry and ease the Company's entry into new markets
by providing an initial client base. In many instances, the Company's entry into
new markets has been  facilitated by demand from these leaders of the commercial
real estate  industry.  No one client accounts for more than 5% of the Company's
revenue and during the past five years, the Company's  contract renewal rate has
exceeded 90%.     

SALES AND MARKETING

     The  Company  sells its  products  through  its own sales  force,  which is
located at its  Bethesda  headquarters  and at  regional  offices in each of the
metropolitan areas in which the Company offers its products. All sales personnel
have experience in the commercial real estate industry, so that they are able to
position  and employ the  Company's  products to create  maximum  value for each
client's unique situation.

     The Company has  developed a  multi-faceted  marketing  strategy that takes
full  advantage  of  the  Database  to  effectively   target  its  direct  mail,
advertising,  trade show and public  relations  efforts.  The  Company  uses the
Database to identify and target the  industry  leaders in each of the markets it
enters.  The Company then builds upon this initial base through direct mailings,
public relations and print advertising.

     The  Company  has  developed  sales  and  marketing  methods  that  achieve
meaningful penetration in a new market within three months of entry. The Company
has two  specialized  teams  within  its  sales  organization.  The first is the
National Sales Group, which places experienced account executives in new markets
to  make  the  first  introductions.   The  second  is  a  centralized  Outbound
Telemarketing  Group,  which has allowed  the  Company to leverage  the time and
experience  of veteran  senior-level  sales  people at a far lower cost than the
incremental  addition of new sales people. These sales resources also enable the
Company to respond rapidly to competitive  shifts in the  marketplace,  as their
focus can  quickly be shifted  to  different  geographic  areas or  products  as
needed.

     The Company has won  several  national  awards over the last two years as a
result of its in-house Marketing Group. The Company was the National Association
of Industrial  and Office  Properties  ("NAIOP")  1996 winner "Best Single Ad to
Promote a Company," the 1997 1st Place winner "Ad

                                       33

<PAGE>

Campaign  to  Promote a  Company"  for New York  CoStar and the 1998 1st Place &
Grand Award  winner  "Electronic  Marketing"  for the  Company's  web site.  The
Company's web site has received  numerous awards  including the NAIOP 1997 Grand
Award in Electronic Marketing, the National Real Estate Investor/Internet Review
Online  Site of the  Week,  PikeNet  5-Star  Superior  Site  Award,  and the Web
Marketing Association's Standard of Excellence Web Award.

     As part of its marketing  strategy,  the Company seeks to make its products
integral to its clients'  transaction  decision  support  processes.  Therefore,
unlike  services  that  charge  fees based in whole or in part on actual  system
usage time, the Company  charges fixed monthly  amounts which vary among clients
based on the  number  of  sites,  organization  size and  number  of  accessible
databases and other services to which a client subscribes.  The Company believes
this pricing policy encourages clients to use the Company's products  regularly.
Although  the  Company's  subscription  charges  are quoted to clients in annual
amounts, revenue is recognized on a monthly basis.

     The basic CoStar contract consists of: (i) database  including  fundamental
property and space availability data; (ii) local commercial real estate news and
basic market  statistics;  (iii) basic  application  package  with  research and
analytical  capabilities;  and (iv)  client  support  and  training.  Additional
components,  such as  additional  data  classes  (office or  industrial),  other
geographic  areas,  tenant  information,  and image databases,  are available at
additional  cost.  Over 80% of  existing  clients of the  Company  subscribe  to
additional  components,  the most  popular  of which  are  image  databases  and
additional data classes.

COMPETITION

     The market for  information  systems and services  generally is competitive
and rapidly  changing.  In the real estate industry,  the principal  competitive
factors are the quality and depth of the underlying  databases,  the proprietary
nature of methodologies,  databases and technical  resources,  the usefulness of
the data and reports  generated  by the  software,  client  service and support,
compatibility  with the client's  existing  information  systems,  potential for
product enhancement, vendor reputation, price and the effectiveness of marketing
and sales efforts.

     The Company has been in  competition  for many years with Black's  Guide in
Washington,  Northern  New  Jersey  and Los  Angeles.  Black's  Guide  primarily
provides  information through the print media but has periodically  attempted to
develop  computer-delivered  products and services competitive with those of the
Company.  In July 1996, Black's Guide,  previously owned by McGraw-Hill  Company
and then by a group including CDA Technologies and Thompson  Publishing Company,
or their  affiliates,  was sold to Teleres,  a joint venture between Dow Jones &
Company, Inc. and Aegon (a Dutch insurance company). That joint venture targeted
the  investment  and  financial  analyst  community,  through a  product  called
"Teleres-Pro,"  that targeted  primarily  portfolio  managers,  and  secondarily
brokers and appraisers. In August 1997, the joint venture terminated, discharged
its employees and returned  Black's database to Black's Guide. In November 1997,
Black's Guide reportedly entered into an arrangement, the terms of which are not
known to the Company,  with ReLocate,  Inc.  ReLocate,  Inc. provides a database
product that competes with the Company's product in New York City,  Philadelphia
and Boston.  Further competition may result from that venture. Other competitors
include:  Smith's  Guide  and  ILS in  Orange  County  and  the  Association  of
Industrial Realtors in Los Angeles, CA; Loopnet Venture,  Inc. which provides an
Internet based listing service;  and Leasetrends,  a firm specializing in tenant
information for Midwestern markets, Denver and South Florida. In addition, there
are a number of firms  with which the  Company  expects to compete as it expands
into their  areas.  Other  ventures may develop from which the Company will face
competition.

     While the Company  faces  competitors  in individual  markets,  the Company
believes  that it does not  presently  face  competition  from any  Company on a
national  basis.  The Company has  successfully  competed with companies  having
greater financial,  product development,  technical and marketing resources than
the Company with which to develop  competitive  databases,  software and systems
and  other  similar  competitors  may arise in the  future.  The  Company  faces
significant  indirect  competition  from internal  information  services at some
office and industrial brokerage firms, many of which developed their own

                                       34

<PAGE>

databases.  As the market for support systems develops,  additional  competitors
may enter the market and competition may intensify.  While the Company  believes
that it has successfully differentiated itself from competitors, there can be no
assurance that future  competition  would not have a material  adverse effect on
the Company.

PROPRIETARY RIGHTS

     The Company  depends upon a combination of trade secret and copyright laws,
nondisclosure and other contractual provisions and technical measures to protect
its proprietary rights in its methodologies,  Database and software. The Company
has not filed any patent  applications  covering its methodologies and software.
The Company  distributes  its  software  products  under  agreements  that grant
clients non-exclusive  licenses and contain terms and conditions restricting the
disclosure and use of its Database or software and prohibiting the  unauthorized
reproduction  or transfer of its products.  The products also include  technical
measures to prevent unauthorized  copying. In addition,  the Company attempts to
protect  the secrecy of its  proprietary  Database  and other trade  secrets and
proprietary information through agreements with employees and consultants.

     The Company  also seeks to protect the source code of its  software and its
Database  as  trade  secrets  and  under  copyright  law.   Although   copyright
registration is not a pre-requisite  for copyright  protection,  the Company has
copyright  registrations for certain of its software, user manuals and, portions
of its Database.  While the arrangement  and selection of data are  protectible,
the actual  data may not be, and  others  may be free to create  databases  that
perform the same function.  The Company believes,  however, that the creation of
competing databases would be very time-consuming and costly.

     The Company has filed applications for the "CoStar" and "CrosTrac" marks in
the  United  States  and Canada  and  expects  examination  of such marks in due
course.  The Company  believes  that it has  developed  substantial  goodwill in
connection with these marks as an indicator of quality products and services.

     The Company believes that, aside from the various legal  protections of its
proprietary information and technologies,  factors such as the technological and
creative skills of its personnel and its ongoing  reliable  product  maintenance
and support are integral to establishing and maintaining its leadership position
within the real estate  industry due to the rapid pace of innovation  within the
software industry.

EMPLOYEES

     As of March  31,  1998,  the  Company  employed  a total  of 145  full-time
employees.  Upon  consummation of the  acquisition of Jamison,  the Company will
employ approximately 190 full-time  employees,  including 133 researchers and 30
sales and marketing employees. None of the Company's employees is represented by
a labor union.  The Company has  experienced no work stoppages and believes that
its employee relations are excellent.

FACILITIES

     The Company's corporate offices occupy  approximately 21,000 square feet in
Bethesda,  Maryland,  under leases and  subleases  expiring  June 30,  2000.  In
addition to its corporate  offices,  the Combined Company leases office space in
the following cities: New York; Los Angeles; Elmhurst,  Illinois; San Francisco;
Boston;  Newport  Beach;  Philadelphia;  Atlanta;  and Dallas.  Aggregate  lease
payments  for the  Combined  Company for the year ended  December  31, 1997 were
approximately $895,000.

LEGAL PROCEEDINGS

     The Company has been involved  from time to time in lawsuits  incidental to
its  business.  The  Company  is not  currently  subject  to,  and  none  of its
properties is subject to, any material legal proceedings.

                                       35

<PAGE>

                                   MANAGEMENT

                EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

<TABLE>
<CAPTION>

                                                 YEARS
                                                   OF
               NAME                   AGE       SERVICE                          POSITION
               ----                   ---       -------                          --------
<S>                                  <C>     <C>             <C>
Michael R. Klein .................    56           11        Chairman of the Board of Directors
Andrew C. Florance ...............    34           11        Chief Executive Officer, President and Director
Frank A. Carchedi ................    40            1        Chief Financial Officer
Curtis M. Ricketts ...............    35            3        Senior Vice President of Sales and Marketing
David M. Schaffel ................    36            9        Vice President of Product Development
Dean Violagis ....................    30            8        Vice President of Research
Henry D. Jamison, IV .............    41           17 (1)    Vice President, President of Jamison Reports
David P. Evemy ...................    40            5 (1)    Vice President of Jamison Reports
Robert J. Caulfield, Jr. .........    41            0        Vice President of Sales
David Bonderman ..................    55            3        Director
Warren H. Haber ..................    56            3        Director
John Simon .......................    53            2        Director
Lanning Macfarland III ...........    44            2        Director
</TABLE>

----------
(1) Includes  years of service with Jamison.  Mr. Jamison will become an officer
    of the Company in connection with the Jamison Acquisition.

     Michael  R.  Klein is a  founder  and has  been  Chairman  of the  Board of
Directors of the Company Since 1987.  He has been,  since 1974, a partner of the
law firm Wilmer,  Cutler & Pickering,  based in Washington,  D.C., where he is a
member of its five person management committee.  Over the past five years he has
served as a member of the board of directors (and Audit  Committee  Chairman) of
both National Education Corporation and Steck-Vaughn  Publishing Corporation and
as a director (and member of the Executive Committee) of Perini Corporation.  In
1990 to 1991, on leave from his law firm, he served as the Chief  Administrative
Officer and Vice Chairman of the Board of Directors of Republic Waste Industries
(now known as Republic Industries), Inc.

     Andrew C.  Florance is a founder of the Company and has served as President
and as a Director since 1987 and as Chief Executive Officer since 1995. Prior to
founding the Company,  Mr.  Florance was President of its  predecessor  company,
Real Estate Infonet,  a real estate public records  publishing  operation,  from
1985 to 1987. Mr. Florance held primary  responsibility for developing the first
generation software products for Federal Filings, a 13-D tracking service, which
was later  acquired by Dow Jones.  Mr.  Florance was a co-founder of an industry
trade association  (REI-NEX) and served on its board from 1993-96.  Mr. Florance
also served on the focus group  responsible for developing the concepts  related
to the Federal government's use of real estate in Vice President Gore's National
Performance  Review.  Mr. Florance is a graduate of Princeton  University with a
degree in economics.

     Frank A. Carchedi, Chief Financial Officer, joined the Company in May 1997,
from ITC Learning  Corporation,  a publicly held  publisher and  distributor  of
multi-media  training products,  at which he had been Vice President,  Treasurer
and Chief  Financial  Officer since 1995.  Prior to that, Mr.  Carchedi was with
Ernst & Young,  LLP for ten years,  most  recently as a consultant in the firm's
New York Merger and Acquisitions Group and its Entrepreneurial Services Group in
Washington, D.C. He received a B.S. in accounting from Wake Forest University.

     Curtis M. Ricketts,  Senior Vice  President of Sales and Marketing,  joined
the Company as the Vice President of Sales and Marketing in December 1994. Prior
to joining the Company,  Mr. Ricketts spent six years as an officer of the Carey
Winston Company,  the largest office and industrial real estate services firm in
the  Washington-Baltimore  region.  Mr.  Ricketts  served as a broker and as the
chief  financial  analyst for the firm's  office and  industrial  brokerage  and
advisory divisions, but was also responsible for new technology.

                                       36

<PAGE>

     David M. Schaffel, Vice President of Product Development, has been with the
Company since 1989. Mr. Schaffel is responsible for the design, development, and
maintenance of the Company's software products as well as any new products. From
1987 until joining the Company, Mr. Schaffel was President of Biscayne Technical
Services,  Inc.,  where he developed a logistics  tracking  application  for the
United  States  Air  Force.  Mr.  Schaffel  received  a Masters  of  Science  --
Operations  Research/Statistics  from the  University of Miami and a Bachelor of
Science in Business from the University of Florida.

     Dean Violagis, Vice President of Research, is responsible for the Company's
research department,  of which he has been a manager since 1989. The majority of
the  Company  employees  report to Mr.  Violagis  through  three  research  team
leaders.  Mr. Violagis  received a B.A. in Real Estate Finance from the American
University in Washington, D.C.

     Henry D.  Jamison,  IV is Vice  President  of the Company and  President of
Jamison  Reports.  He began his business career in 1976 with Jamison Bedding and
Furniture,  Inc., a family bedding and furniture  manufacturing  firm founded in
1883.  Upon the sale of his family's firm in 1981,  Mr. Jamison moved to Atlanta
and founded Jamison Research, Inc.

     David P. Evemy is Vice  President of Jamison  Reports.  Mr. Evemy began his
career with Matthews and Goodman in London, England. In 1987, Mr. Evemy moved to
Atlanta,  and joined Beazer  Developments as Vice President of Acquisitions  and
became  President in 1990. In January 1993, Mr. Evemy joined  Jamison  Research,
Inc., as Executive Vice President and was named President in January 1995. He is
a graduate  of Kings  College,  Taunton  and  received a Masters  Degree in Real
Estate from Fitzwilliam College, Cambridge in 1981.

     Robert J.  Caulfield,  Jr., Vice  President of Sales.  Prior to joining the
Company in 1998, Mr.  Caulfield was Director of Sales and Business Manger of the
Southeast District of Reuters America,  Inc. from 1988 to 1998, where he managed
a media  sales unit.  Prior to joining  Reuters,  he was a marketing  manager of
Southern  California  Technology  Executives  Network.  He  received  a B.S.  in
Marketing from Villanova  University and his M.B.A. in  International  Marketing
from The George Washington University.

     David  Bonderman  is a  principal  of Texas  Pacific  Group and an indirect
general  partner of TPG  Partners I, L.P.  and TPG  Partners  II, L.P.  Prior to
forming Texas Pacific Group,  Inc., Mr.  Bonderman  served as Vice President and
Chief Operating  Officer of Keystone,  Inc.  (formerly the Robert M. Bass Group,
Inc.) from July 1983 to August 1992.  Mr Bonderman was a partner in the law firm
of  Arnold & Porter  from 1971 to 1983.  Mr  Bonderman  currently  serves on the
boards of directors of  Continental  Airlines,  Inc.,  Bell and Howell  Company,
Ducati  Motorcycles  S.p.A.,  Beringer Wine Estates,  Denbury  Resources,  Inc.,
Ryanair, P.L.C., Washington Mutual, Inc., and Virgin Entertainment,  Ltd. He has
been a Director of the Company since 1987.

     Warren H. Haber has been, for more than twenty years, Chairman of the Board
and Chief  Executive  of  Founders  Equity,  Inc.  and its  affiliates,  private
investment  concerns  engaged in the  business  of  identifying  businesses  for
acquisition in principal transactions,  and managing such businesses for its own
account.  Mr.  Haber  currently  serves as  Chairman  of the Board of  Batteries
Batteries,  Inc.  (Nasdaq) and serves on the boards of directors of Beverly Glen
Medical  Systems,  American  Life Care and  Grand  Charter,  Ltd.  He has been a
Director of the Company since 1995. See "Certain Transactions."

     John Simon is a Managing  Director of the  investment  banking firm Allen &
Company  Incorporated,  with which he has been associated for over 20 years. Mr.
Simon  currently  serves  on the  board  of  directors  of The  Immune  Response
Corporation,  Neurogen  Corporation,  Batteries  Batteries,  Inc.  and  Advanced
Technical Products, Inc. (all Nasdaq). Mr. Simon has been a Director since 1996.
See "Certain Transactions."

     Lanning Macfarland III has been associated with the Law Bulletin Publishing
Company ("LBPC") of Chicago since 1983, from which the Company acquired ReSource
in March 1996. He is currently the General Operations Officer of LBPC and is its
publisher  for all real estate trade  publications  and its Director of Sales --
Legal Advertising. Prior to his association with LBPC, Mr. Macfarland held sales
and publishing  positions with The New Yorker,  Time, Inc. and Bradley Printing.
Mr.  Macfarland  holds a B.A.  degree from Texas  Christian  University,  and an
M.B.A.  from Keller Graduate School in Chicago.  "See Certain  Transactions." He
has been a Director of the Company since 1996.

                                       37

<PAGE>

ELECTION OF DIRECTORS

     All of the  current  directors  serve  for  one-year  terms or until  their
successors  are elected and  qualified.  Stockholders  Agreements  which include
provisions  governing  the  composition,  power  and  election  of the  Board of
Directors, will terminate upon the closing of the Offering.

COMMITTEES OF THE BOARD OF DIRECTORS

     The Board of Directors has (i) an Audit  Committee that reviews the results
and scope of the  annual  audit and other  services  provided  by the  Company's
independent  public  accountants  and (ii) a  Compensation  Committee that makes
recommendations  concerning salaries and incentive compensation for employees of
the Company.  The Company's  Board of Directors has designated the  Compensation
Committee as the administrator of the Stock Option Plan described below.

DIRECTOR COMPENSATION

     Directors  who are not  currently  receiving  compensation  as  officers or
employees of the Company are entitled to reimbursement of expenses for attending
each  meeting  of the Board of  Directors  and each  meeting  of any  committee.
Founders  Equity Inc.  has  received a monthly  fee of $10,000  and Mr.  Klein a
monthly  fee of $6,667,  each of which will  terminate  upon  completion  of the
Offering.  Upon  consummation  of  the  Offering,  the  Company  intends  to pay
non-employee directors $15,000 annually, payable in Common Stock.

EXECUTIVE COMPENSATION

     The  following  table sets forth the annual  salary,  bonuses and all other
compensation awards and payouts to the Chief Executive Officer and President and
to certain named  executive  officers of the Company  (collectively,  the "Named
Executive  Officers") for services  rendered to the Company and its subsidiaries
during the fiscal year ended December 31, 1997.

                             EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

                                                                                           OTHER              ALL
               NAME AND                   FISCAL                                           ANNUAL            OTHER
          PRINCIPAL POSITION               YEAR          SALARY           BONUS         COMPENSATION      COMPENSATION
          ------------------               ----          ------           -----         ------------      ------------
<S>                                      <C>        <C>                <C>           <C>                 <C>
Andrew C. Florance ...................     1997        $ 150,000        $100,000        $  150,000(1)            --
 President and Chief                       1996          150,000         100,000           150,000(1)            --
 Executive Officer                         1995          140,577              --                --               --

Frank A. Carchedi ....................     1997        $  70,654(2)     $ 20,000                --               --
 Chief Financial Officer                   1996               --              --                --               --
                                           1995               --              --                --               --

Curtis M. Ricketts ...................     1997        $  83,077        $ 46,166                --               --
 Senior Vice President of Sales            1996           64,481          37,012                --               --
 and Marketing                             1995           76,246              --                --               --

David M. Schaffel ....................     1997        $ 117,898        $  3,000                --           $8,614
 Vice President of Product Development     1996           96,941           3,000                --               --
                                           1995           82,782              --                --               --
</TABLE>

----------
(1) Other  compensation for Mr. Florance is deferred  compensation that was paid
    to him in 1997 in the form of  RIGINC  shares  valued  at  $14.00  per share
    (equivalent to $4.50 per share of Common Stock of the Company).

(2) Mr.  Carchedi  joined RIGLP as Chief  Financial  Officer in May 1997.  On an
    annualized basis, his base salary is $110,000 per year.

                                       38

<PAGE>

EMPLOYMENT AGREEMENTS

     Andrew C.  Florance.  In April 1998,  the Company  entered  into an amended
employment agreement with Andrew C. Florance,  its President and Chief Executive
Officer,  which  agreement is effective  as of January 1, 1998.  Mr.  Florance's
amended  employment  agreement  provides  for a base  salary  of  $175,000.  Mr.
Florance  is  entitled  to an annual  bonus  award up to 100% of his base salary
based  upon  achievement  of  performance  objectives  to  be  agreed  with  the
Compensation  Committee,  and to  participate  in and receive  benefits from any
insurance,  medical,  disability or pension plan generally made available to the
senior executive officers of the Company. In addition, Mr. Florance's employment
agreement  calls for an initial  grant of an option for 65,000  shares of Common
Stock to Mr. Florance, with an exercise price equal to the Offering price. Those
options vest  one-fourth upon the initial public offering and one-fourth on each
of December 31, 1998, 1999 and 2000. Mr. Florance's  employment agreement is for
an initial term of three years and is  automatically  renewable for  additional,
successive  one-year terms,  unless  terminated or not renewed by the Company or
Mr. Florance. In the event of a termination of employment by the Company without
cause or by Mr.  Florance with good reason,  Mr. Florance is entitled to receive
his base  salary  for the  longer  of one year from the date of  termination  or
whatever period is remaining under the employment  agreement,  his bonus for the
year in which the termination occurred and a gross-up payment to cover any taxes
assessed  pursuant to Section 4999 of the Internal  Revenue Code, and all of his
unvested options immediately vest. Mr. Florance's  employment agreement contains
a covenant not to compete with the Company for a period of two years immediately
following the  termination of  employment.  Applicable law may limit the term or
scope of the covenant not to compete.

     Frank A.  Carchedi.  In April  1998,  the Company  entered  into an amended
employment agreement with Frank A. Carchedi,  its Chief Financial Officer, which
agreement is effective as of January 1, 1998. Mr. Carchedi's  amended employment
agreement provides for continuation of Mr. Carchedi's current base salary, which
base salary increases to $125,000 upon the initial public offering. Mr. Carchedi
is  entitled to an annual  bonus  award up to 75% of his base salary  based upon
achievement of certain  performance  objectives to be negotiated  with the Chief
Executive  Officer and the  Compensation  Committee,  and to  participate in and
receive  benefits  from any  insurance,  medical,  disability  or  pension  plan
generally made  available to the senior  executive  officers of the Company.  In
addition,  Mr. Carchedi's  employment agreement calls for an initial grant of an
option for 40,000 shares of Common Stock to Mr. Carchedi, with an exercise price
equal to the Offering  price.  Those  options vest  one-fourth  upon the initial
public  offering and one-fourth on each of December 31, 1998, 1999 and 2000. Mr.
Carchedi's  employment  agreement  is for an  initial  term of two  years and is
automatically  renewable  for  additional,  successive  one-year  terms,  unless
terminated  or not  renewed by the  Company or Mr.  Carchedi.  In the event of a
termination of employment by the Company without cause, Mr. Carchedi is entitled
to receive his base salary for whatever period is remaining under the employment
agreement or six months  (whichever is greater),  a prorated  share of his bonus
for the year in which the termination occurred,  and all of his unvested options
that would have vested within twelve months  immediately  vest.  Pursuant to his
agreement,  Mr.  Carchedi is subject to a two-year  covenant not to compete with
the Company similar to that described with respect to Mr.  Florance.  Applicable
law may limit the term or scope of the covenant not to compete.

     David M. Schaffel.  In April 1998,  the Company  entered into an employment
agreement  with David M. Schaffel,  its Vice President for Product  Development,
which  agreement is effective as of January 1, 1998. Mr.  Schaffel's  employment
agreement provides for continuation of Mr. Schaffel's current base salary, which
base salary increases to $120,000 upon the initial public offering. Mr. Schaffel
is  entitled to an annual  bonus  award up to 50% of his base salary  based upon
achievement of certain  performance  objectives to be negotiated  with the Chief
Executive  Officer and the  Compensation  Committee,  and to  participate in and
receive  benefits  from any  insurance,  medical,  disability  or  pension  plan
generally made  available to the senior  executive  officers of the Company.  In
addition,  Mr. Schaffel's  employment agreement provides for an initial grant of
an option for 40,000  shares of Common  Stock to Mr.  Schaffel  with an exercise
price equal to the  Offering  price.  Those  options  vest  one-fourth  upon the
initial public  offering and  one-fourth on each of December 31, 1998,  1999 and
2000. Mr.  Schaffel's  employment  agreement is for an initial term of two years
and is automatically renewable for additional, successive one-year terms, unless
terminated  or not  renewed by the  Company or Mr.  Schaffel.  In the event of a
termination of employment by the Company without cause, Mr. Schaffel is entitled
to receive his base

                                       39

<PAGE>

salary for whatever  period is remaining  under the employment  agreement or six
months  (whichever  is greater),  a prorated  share of his bonus for the year in
which the termination occurred,  and all of his unvested options that would have
vested within twelve months  immediately  vest.  Pursuant to his agreement,  Mr.
Schaffel  is subject  to a two-year  covenant  not to compete  with the  Company
similar to that described with respect to Mr. Florance. Applicable law may limit
the term or scope of the covenant not to compete.

     Curtis M. Ricketts.  In April 1998, the Company  entered into an employment
agreement with Curtis M. Ricketts, its Vice President-Sales,  which agreement is
effective as of January 1, 1998. Mr. Ricketts' employment agreement provides for
continuation of Mr. Rickett's  current base salary,  which base salary increases
to $110,000  upon the initial  public  offering.  Mr.  Ricketts is entitled to a
quarterly  bonus  award up to 100% of his base salary  during the quarter  based
upon  achievement of certain  performance  objectives to be negotiated  with the
Chief Executive  Officer and the Compensation  Committee,  and to participate in
and receive  benefits from any  insurance,  medical,  disability or pension plan
generally made  available to the senior  executive  officers of the Company.  In
addition, Mr. Ricketts' employment agreement provides for an initial grant of an
option for 25,000 shares of Common Stock to Mr.  Ricketts with an exercise price
equal to the Offering  price.  Those  options vest  one-fourth  upon the initial
public  offering and one-fourth on each of December 31, 1998, 1999 and 2000. Mr.
Ricketts'  employment  agreement  is for an  initial  term of two  years  and is
automatically  renewable  for  additional,  successive  one-year  terms,  unless
terminated  or not  renewed by the  Company or Mr.  Ricketts.  In the event of a
termination of employment by the Company without cause, Mr. Ricketts is entitled
to receive his base salary for whatever period is remaining under the employment
agreement or six months  (whichever is greater),  a prorated  share of his bonus
for the year in which the termination occurred,  and all of his unvested options
that would have vested within twelve months  immediately  vest.  Pursuant to his
agreement,  Mr.  Ricketts is subject to a two-year  covenant not to compete with
the Company similar to that described with respect to Mr.  Florance.  Applicable
law may limit the term or scope of the covenant not to compete.

     Henry D. Jamison, IV. In March 1998, the Company entered into an employment
agreement with Henry D. Jamison, IV, to serve as a Vice President of the Company
and as  president  of a  division  of the  Company  likely  to be named  Jamison
Reports.  This employment  agreement does not become  effective unless and until
the acquisition of Jamison is consummated.  Mr. Jamison's  employment  agreement
provides  for a base salary of  $135,000.  Mr.  Jamison is entitled to an annual
performance bonus based on criteria  negotiated with the Company's President and
to participate in and receive benefits from any insurance,  medical,  disability
or pension plan generally available to senior executive officers of the Company.
Mr.  Jamison's  employment  agreement is not  terminable by either party without
cause until after the second anniversary.  After that point, the Company will be
permitted to terminate the agreement  without cause upon sixty (60) days written
notice.  In the event of a  termination  of  employment  by the Company  without
cause, he will continue to receive over the term of this agreement, as if he had
not been  terminated,  all  payments  he  would  have  received  had he not been
terminated, and all of Mr. Jamison's unvested options due to vest within the six
months will vest immediately.  This agreement is due to expire three years after
its  execution.  See  "Certain  Transactions."  Pursuant to his  agreement,  Mr.
Jamison  is  subject to a two-year  covenant  not to  compete  with the  Company
similar to that described with respect to Mr. Florance. Applicable law may limit
the term or scope of the covenant not to compete.

OPTION GRANTS

     One Named  Executive  Officer was granted stock  options  during the fiscal
year ended December 31, 1997. In addition, at or about the time of the Offering,
in connection with the Company's  customary  compensation  review  process,  the
Company  will  consider  option  grants to its  valued  employees.  The  Company
currently expects that approximately  350,000 options will be granted as part of
this process, subject to approval by the Compensation Committee.

FISCAL YEAR-END VALUES

     None of the Named  Executive  Officers  exercised any stock options  during
fiscal year 1997.  The following  table  provides  information  regarding  stock
options held by the Named Executive Officers as of the end of fiscal year 1997.

                                       40

<PAGE>

                       OPTION VALUES AT DECEMBER 31, 1997

     The following table sets forth certain  information  regarding  unexercised
options held by the Named Executive Officers at December 31, 1997.

               AGGREGATED OPTIONS AND YEAR END 1997 OPTION VALUES

<TABLE>
<CAPTION>

                                    NUMBER OF SECURITIES
                               UNDERLYING UNEXERCISED OPTIONS               VALUE OF
                                HELD AT DECEMBER 31, 1997(1)         UNEXERCISED OPTIONS(2)
                               -------------------------------   ------------------------------
            NAME                EXERCISABLE     UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
            ----                -----------     -------------     -----------     -------------
<S>                            <C>             <C>               <C>             <C>
Andrew C. Florance .........      129,532          43,177          $ 990,000        $ 330,000
Frank A. Carchedi ..........           --          15,565                 --          110,000
David M. Schaffel ..........        8,302           4,151             63,000           32,000
Curtis M. Ricketts .........       58,110           4,151            531,000           32,000
</TABLE>

----------
(1) Includes unit options of RIGLP which have been converted to stock options of
    the Company at a rate of 3.113 shares of Common Stock per RIGLP unit.

(2) Calculated  based on the  amount  by  which  the  fair  market  value of the
    underlying  security exceeds the option exercise price. For purposes of this
    calculation,  the fair market  value is assumed to be equal to the per share
    price set forth on the front cover page of this Prospectus.

EMPLOYEE BENEFIT PLANS

     The Company  currently  anticipates  that its Board of Directors will adopt
the Stock Option Plan at or prior to  consummation of the Offering and that such
plan will be submitted for  stockholder  approval at the next annual  meeting of
stockholders.  The Company has  reserved  1,450,000  shares of Common  Stock for
issuance  under the Stock  Option Plan and expects  that  approximately  350,000
options  will be granted as part of this  process,  subject to  approval  of the
Compensation Committee.  Unless terminated sooner by the Board of Directors, the
Stock Option Plan will terminate in April 2006.

     The Stock Option Plan will be administered by the Compensation Committee of
the Board of Directors.  The Committee  will have the authority and  discretion,
subject to the  provisions of the Stock Option Plan,  to select  persons to whom
options  will be  granted,  to  designate  the number of shares to be covered by
options, to specify the type of consideration to be paid to the Company,  and to
establish all other terms and conditions of each stock option.

     The Stock  Option  Plan will  provide  for the  grant of stock  options  to
officers and employees of the Company or its subsidiaries. Options granted under
the Stock Option Plan may be  incentive  or  non-qualified  stock  options.  The
exercise  price for a stock option may not be less than the fair market value of
the Company's Common Stock on the date of grant. Stock options granted under the
Stock  Option Plan may not be  transferred  other than by will or by the laws of
descent and distribution. Upon the occurrence of a Change of Control, as defined
in the Stock Option Plan, all outstanding  unexercisable options under the Stock
Option Plan immediately become exercisable.

                          JAMISON SELLING STOCKHOLDERS

     In connection  with the  Transactions,  the Company  agreed to register for
resale up to 65%  percent of the shares  received  by Henry D.  Jamison,  IV and
Leslie Lees Jamison  pursuant to the Jamison  Contribution  Agreement.  They are
selling as part of the Offering, respectively, 367,677 and 223,232 shares of the
Company's Common Stock. Those shares represent 5.4% and 3.3%,  respectively,  of
the   Company's   Common  Stock  prior  to  the  Offering  and  4.1%  and  2.5%,
respectively,  of the  Company's  Common Stock after the  Offering  (assuming no
exercise of the Underwriters' Over-Allotment Option).

                                       41

<PAGE>

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information regarding the beneficial
ownership  of the  shares  of the  Company's  equity as of March  31,  1998,  as
adjusted to give effect to the  consolidation of RIGINC,  RIGLP and Jamison into
the Company and the sale of shares of Common  Stock in the  Offering by (i) each
person  known by the Company to be the  beneficial  owner of more than 5% of the
outstanding  Common Stock,  (ii) each director of the Company,  (iii) each Named
Executive Officer and (iv) all of the Company's executive officers and directors
as a group.  Except as  indicated  in the  footnotes  to the table,  the Company
believes  that the persons  named in the table have sole  voting and  investment
power with respect to the shares of Common Stock indicated:

<TABLE>
<CAPTION>

                                                      BEFORE OFFERING            AFTER OFFERING
                                                  -----------------------   ------------------------
                      NAME                           NUMBER      PERCENT       NUMBER       PERCENT
                      ----                           ------      -------       ------       -------
<S>                                               <C>             <C>         <C>          <C>   
Michael R. Klein(1) ...........................    2,181,550      31.8%        2,181,550    24.3% 
Andrew C. Florance(2) .........................      500,860       7.2%          500,860     5.5% 
Frank A. Carchedi(3) ..........................        5,188         *             5,188       *  
Curtis M. Ricketts(4) .........................       58,110         *            58,110       *  
David M. Schaffel(5) ..........................       39,432         *            39,432       *  
David Bonderman ...............................      456,886       6.7%          456,886     5.1% 
Warren Haber(6) ...............................    1,298,348      19.0%        1,298,348    14.5% 
John Simon(7) .................................      729,847      10.7%          188,754     2.1% 
Lanning Macfarland III(8) .....................      424,688       6.2%          424,688     4.8% 
All Named Executive Officers and Directors as a                                                   
 group (nine) .................................    5,694,907      79.2%        5,694,907    61.2% 

Henry D. Jamison, IV(9) .......................      909,091      13.3%          318,182     3.6%  
RIG Holdings, L.L.C.(10) ......................      729,847      10.7%                0       *   
Founders/RIG, L.L.C. ..........................    1,190,106      17.4%        1,190,106    13.3%  
Law Bulletin Publishing Company ...............      421,575       6.2%          421,575     4.7%  
</TABLE>                                                          

----------
  * Less than 1%

(1)  Includes  14,892  shares held as trustee  for his nieces and 14,892  shares
     held by others as trustee for his children.  Also includes warrants for the
     purchase of 46,695 shares of Common Stock. See "Certain Transactions".

(2)  Includes  172,709 shares of Common Stock issuable upon options  exercisable
     within 60 days.

(3)  Includes  5,188 shares of Common Stock  issuable  upon options  exercisable
     within  60 days.  Excludes  10,376  shares of Common  Stock  issuable  upon
     options not exercisable within 60 days.

(4)  Includes  58,110 shares of Common Stock  issuable upon options  exercisable
     within 60 days. Excludes 4,150 shares of Common Stock issuable upon options
     not exercisable within 60 days.

(5)  Includes  8,302 shares of Common Stock  issuable  upon options  exercisable
     within 60 days. Excludes 4,150 shares of Common Stock issuable upon options
     not exercisable within 60 days.

(6)  Includes  1,190,106  shares  held by Mr.  Haber and  others as  members  of
     Founders/RIG, L.L.C.

(7)  Includes   729,847   shares   held  before  the   Offering  by  Allen,   as
     Member-Manager,  and certain of its officers and affiliates,  as members of
     RIG Holdings,  L.L.C.  ("RH LLC").  Includes  188,754 shares held after the
     Offering by Allen (of which Mr. Simon is a Managing  Director)  and certain
     of its officers and affiliates  after the  dissolution of RH LLC concurrent
     with the consummation of the Offering. See "Certain Transactions."

(8)  Includes 421,575 shares held by Law Bulletin Publishing Company.

(9)  Includes  343,434  shares and 120,202  shares held by Mr.  Jamison's  wife,
     Leslie Lees Jamison, before and after the Offering, respectively.

(10) Concurrently  with  the  consummation  of  the  Offering,  RH LLC  will  be
     dissolved,  and the shares of Common Stock beneficially owned by it will be
     distributed   to  its  members.   At  such  time,   Allen,   currently  the
     Member-Manager of RH LLC and a Representative, together with certain of its
     officers,  will be the beneficial owner of approximately  188,754 shares of
     the Company's Common Stock. See "Certain Transactions."

                                       42

<PAGE>

                              CERTAIN TRANSACTIONS

     There have been no assets  sold to or  acquired  from the  Company  and its
officers or directors other than in connection  with: (i) the acquisition of the
Company's Chicago operations, (ii) routine compensation arrangements approved by
the Board of Directors,  (iii)  subscriptions  for additional equity to fund the
Company's  growth  (iv)  loans  extended  to  the  Company  by  certain  of  its
stockholders  from  time to time,  (v) the  Jamison  Acquisition  from  Henry D.
Jamison, IV and Leslie Lees Jamison, and (vi) the RIG Contribution Agreement.

     Warren H. Haber is chairman and chief executive officer of Founders Equity,
Inc. ("Founders") and a director of the Company. On May 15, 1995,  Founders/RIG,
LLC ("FR LLC"), an affiliate of Founders  acquired  296,652 limited  partnership
units of RIGLP for an aggregate  purchase  price of $3.1 million,  or $10.45 per
unit  (equivalent  to  923,478  shares  of  Common  Stock of the  Company  at an
effective  price per share of $3.36).  As part of the  contractual  arrangements
that  accompanied  Founders'  investment,  Mr.  Haber  became a director and the
Company  agreed to register the  securities  FR LLC received for resale upon its
demand  at a future  date.  On  December  3,  1996,  FR LLC and  certain  of its
affiliates  acquired an additional  85,650.62 limited partnership units of RIGLP
for an aggregate purchase price of $1.06 million, or $12.37 per unit (equivalent
to 266,630 shares of Common Stock of the Company at an effective price per share
of $3.97).  In addition,  pursuant to the RIG Contribution  Agreement,  FR LLC's
registration  rights  were  amended.   See  "Description  of  Capital  Stock  --
Registration  Rights."  FR LLC's  right to  designate  a director of RIGINC will
terminate upon consummation of the Transaction.

     At the time of the  Founders'  investment  in RIGINC and RIGLP in May 1995,
those  entities were indebted to Michael R. Klein,  then and now the Chairman of
the  Company  and a 31.8%  stockholder,  for loans he had  extended  with a then
balance of $751,961.  In  connection  with  Founders'  investment,  $426,693 was
repaid and the remaining  balance of $325,268 was converted into 31,126 units of
RIGLP  (96,895  shares of Common Stock of the Company at an effective  price per
share of $3.36,  the same price at which FR LLC  purchased  its interest in that
transaction).  In connection with that same  transaction,  the Company agreed to
pay monthly  fees to Founders  of $10,000  and to Mr.  Klein of $6,667,  both of
which will terminate in June 1998. During 1997, Mr. Klein committed to extend up
to $1.0  million of credit to RIGINC,  which in turn agreed to loan such amounts
to RIGLP to support a $1.0 million  credit  facility  RIGLP secured with Silicon
Valley Bank ("SVB"), of which $650,000 has been extended and is outstanding. The
RIGINC loan to RIGLP is  contractually  subordinated,  and Mr.  Klein's loans to
RIGINC are structurally  subordinated,  to the SVB loan, interest on the balance
is payable to RIGINC and Mr.  Klein at the same rate (2% over  prime) as the SVB
loan and no principal may be repaid until the SVB loan is paid. Repayment of the
SVB loan and the RIGINC/Klein loan are contemplated uses of the proceeds of this
Offering. See "Use of Proceeds." As consideration for Mr. Klein's commitment,  a
committee of three independent directors authorized the issuance to Mr. Klein of
warrants to purchase  15,000 units of RIGLP  (effectively,  46,695 shares of the
Company's  Common  Stock) at a price 10% less than the price at which the shares
are being offered hereby, exercisable during the two years following the closing
of this  Offering.  The Company has paid fees to the law firm of which Mr. Klein
is a partner for legal  services  rendered;  under the policies of his firm, Mr.
Klein is not the  partner  responsible  for  supervising  or  billing  for those
services.

     John Simon is a managing  director of Allen and a director of the  Company.
On December 3, 1996, RIG Holdings,  LLC ("RH LLC"),  acquired 234,451.42 limited
partnership units of RIGLP for an aggregate  purchase price of $2.9 million,  or
$12.37 per unit  (equivalent to 729,847 shares of Common Stock of the Company at
an  effective  price  per  share of  $3.97).  RH LLC was  granted  the  right to
designate  one  member of the board of  directors  of RIGINC as well as  certain
registration  rights in regards to the units it  purchased.  Pursuant to the RIG
Contribution   Agreement,   RH  LLC's  registration  rights  were  amended.  See
"Description   of  Capital  Stock  --   Registration   Rights."   Allen  is  the
Member-Manager  of RH  LLC  and,  together  with  certain  of its  officers  and
affiliates,  is the owner of  approximately  26% of RH LLC;  as  Member-Manager,
Allen is  currently  entitled to exercise  voting  power over all of the limited
partnership  units of RIGLP  held by RH LLC.  For these  reasons,  RH LLC may be
deemed  to be an  affiliate  of  Allen.  RH LLC's  (and its  members')  right to
designate  a  director  of  RIGINC  will  terminate  upon  consummation  of  the
Transaction,  at which time RH LLC will be dissolved and its ownership interests
(and the registration  rights connected  therewith) will be distributed pro rata
to its members. At

                                       43

<PAGE>

such time, Allen, together with certain of its officers and affiliates,  will be
the beneficial  owner of 188,754 shares of Company's  Common Stock.  Allen, as a
Representative, will receive certain underwriting discounts and commissions with
respect  to  services  rendered  on behalf of the  Company  with  respect to the
Offering.  See "Underwriting."  Prior to making this investment,  on November 5,
1996,  Allen had loaned RIGLP $250,000,  bearing  interest at a rate of 8.5% per
year. This loan was paid off in connection with RH LLC's investment.

     Lanning Macfarland III is head of real estate  publications at Law Bulletin
Publishing  Company  ("LBPC") and a director of the Company.  On March 29, 1996,
RIGLP  acquired all of the assets of ReSource from LBPC for  114,640.55  limited
partnership  units of RIGLP valued  nominally at $10.45 per unit  (equivalent to
356,876 shares of Common Stock of the Company at an effective price per share of
$3.36). ReSource was a real estate information provider in the Chicago, Illinois
area.  On  December  3, 1996,  LBPC and  certain of its  affiliates  acquired an
additional  23,283.45  limited  partnership  units  of  RIGLP  for an  aggregate
purchase price of $288,000,  or $12.37 per unit  (equivalent to 72,481 shares of
Common  Stock of the  Company  at an  effective  price per share of  $3.97).  In
addition, pursuant to the RIG Contribution Agreement, LBPC's registration rights
were amended. See "Description of Capital Stock -- Registration  Rights." LBPC's
right to designate a director of RIGINC will terminate upon  consummation of the
Transaction.

     On February 17,  1998,  the Company  entered into the Jamison  Contribution
Agreement  pursuant to which the Company agreed to acquire Jamison from Henry D.
Jamison,  IV and Leslie Lees  Jamison for Company  Common  Stock valued at $10.0
million  at the price  per  share of the  Common  Stock  sold in this  Offering.
Consummation of the Jamison  Contribution  Agreement is contingent upon a number
of factors,  including  completion of this Offering and  consummation of the RIG
Contribution  Agreement.  In  connection  with the  consummation  of the Jamison
Contribution  Agreement,  Henry D. Jamison entered into an employment  agreement
with  the  Company  to serve  as an  officer  of the  Company.  This  employment
agreement will take effect upon  consummation  of the Jamison  Acquisition.  See
"Management  --  Employment  Agreements."  The  Jamison  Contribution  Agreement
includes terms such as: (i) usual and customary  representations  and warranties
from the Jamison Selling  Stockholders to the Company;  (ii) usual and customary
representations   and  warranties  from  the  Company  to  the  Jamison  Selling
Stockholders; (iii) survival of most representations and warranties for one year
following the closing; (iv) an agreement by the Jamison Selling Stockholders not
to compete with the Company for a period of two years following the closing; and
(v) indemnification by the Company and Jamison Selling Stockholders for breaches
of their representations, warranties and covenants.

     Effective as of March 5, 1998,  all of the limited and general  partners of
RIGLP and all of the  stockholders  of RIGINC entered into the RIG  Contribution
Agreement. Pursuant to this agreement, each limited partner of RIGLP (other than
RIGINC)  agreed  to  contribute  all of its  limited  partnership  units  to the
Company, and all of the stockholders of RIGINC agreed to contribute all of their
shares of RIGINC to the  Company,  all in  exchange  for 3.113  shares of Common
Stock of the Company for each limited partnership unit or share of common stock.
Consummation  of the RIG  Contribution  Agreement is contingent upon a number of
events,  including  completion of the Offering and  consummation  of the Jamison
Contribution Agreement. All of the current officers and directors of the Company
who will own shares of Common Stock after the Offering will exchange their units
of RIGLP and their shares of RIGINC for Company Common Stock pursuant to the RIG
Contribution Agreement.

                          DESCRIPTION OF CAPITAL STOCK

     Immediately  following the closing of the Offering,  the authorized capital
stock of the Company  will consist of  30,000,000  shares of Common  Stock,  par
value $.01 per share,  and 2,000,000  shares of Preferred  Stock, par value $.01
per share.

COMMON STOCK

     The Company is authorized to issue 30,000,000 shares of Common Stock. As of
February  28,  1998,  the Company  had no  outstanding  shares of Common  Stock.
Following the  consummation  of the Jamison  Contribution  Agreement and the RIG
Contribution Agreement, the Company expects to have outstand-

                                       44

<PAGE>

ing  6,820,726  shares of Common  Stock  held of record by a total of 40 holders
(assuming  dissolution  of RH  LLC  concurrent  with  the  Offering).  Upon  the
consummation  of the  Offering  made hereby,  there will be 8,929,817  shares of
Common  Stock  outstanding,  after  giving  effect to the sale of the  shares of
Common Stock offered hereby.  Each stockholder of record is entitled to one vote
for each outstanding share of Common Stock owned by him on every matter properly
submitted to the  stockholders  for their vote.  The holders of Common Stock are
entitled  to receive  ratably  such  dividends  as are  declared by the Board of
Directors  out  of  funds  legally  available  therefor.   In  the  event  of  a
liquidation,  dissolution or winding up of the Company,  holders of Common Stock
have the right to a  ratable  portion  of  assets  remaining  after  payment  of
liabilities.  Holders of Common Stock have neither  preemptive rights nor rights
to convert their Common Stock into any other  securities  and are not subject to
future calls or assessments  by the Company.  There are no redemption or sinking
fund provisions applicable to the Common Stock. All outstanding shares of Common
Stock are, and the shares  offered  hereby upon issuance and sale will be, fully
paid and non-assessable.

PREFERRED STOCK

     The Company is authorized to issue  2,000,000  shares of Preferred Stock in
one or more  series.  As of February 28,  1998,  the Company had no  outstanding
shares of Preferred Stock. The rights, preferences, privileges and restrictions,
including  dividend  rights,  voting rights,  terms of  redemption,  retirement,
sinking fund provisions, liquidation preferences, conversion rights and exchange
rights,  if any,  of the  Preferred  Stock  of each  series  will  be  fixed  or
designated pursuant to Articles  Supplementary adopted by the Board of Directors
or a duly authorized committee thereof.

REGISTRATION RIGHTS

     The Company has granted certain registration rights to certain stockholders
of the Company who will own in the  aggregate  2,659,700  shares of Common Stock
upon consummation of this Offering.  Those holders have "piggyback" registration
rights to request  that the Company  register  any of their  shares in the event
that the Company proposes to register any of its securities under the Securities
Act (other than a registration  effected solely to implement an employee benefit
plan  or a  transaction  to  which  Rule  145 of  the  Securities  and  Exchange
Commission is applicable).  However,  if such piggyback  rights are exercised in
connection with an underwritten  public offering of the Company's  Common Stock,
the  managing  underwriter  of such an  offering  has the  right to  exclude  or
otherwise  limit  the  number  of such  shares  to be  included  in such  public
offering.  Additionally,  FR LLC  and RH LLC  and  their  successors  share  two
"demand"  registration  rights to require  the  Company  to  prepare  and file a
registration  statement  so as to  permit  a public  offering  and sale of their
shares of Common Stock,  provided that at least 20% of the shares covered by the
registration  rights demand such  registration.  Likewise,  the Jamison  Selling
Stockholders  have one "demand"  registration  right to have the Company prepare
and file a registration  statement so as to permit a public offering and sale of
their  shares  of Common  Stock.  None of the  demand  registration  rights  are
exercisable until the date that is six months after the Offering.

DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS

     Section  203  of  Delaware  General  Corporation  Law.  Section  203 of the
Delaware General Corporation Law ("DGCL") prohibits certain transactions between
a Delaware  corporation and an "interested  stockholder,"  which is defined as a
person  who,  together  with  any  affiliates  or  associates  of  such  person,
beneficially owns, directly or indirectly, 15% or more of the outstanding voting
shares of a Delaware  corporation.  This provision  prohibits  certain  business
combinations (defined broadly to include mergers, consolidations, sales or other
dispositions  of such assets  having an aggregate  value in excess of 10% of the
consolidated  assets of the  corporation,  and certain  transactions  that would
increase  the  interested  stockholder's  proportionate  share  ownership in the
corporation) between an interested stockholder and a corporation for a period of
three  years after the date the  interested  stockholder  becomes an  interested
stockholder,   unless  (i)  the   business   combination   is  approved  by  the
corporation's  board of directors  prior to the date the interested  stockholder
becomes an interested  stockholder,  (ii) the interested stockholder acquired at
least 85% of the  voting  stock of the  corporation  (other  than  stock held by
directors

                                       45

<PAGE>

who are also officers or by certain  employee stock plan) in the  transaction in
which it becomes an interested  stockholder or (iii) the business combination is
approved by a majority of the board of directors and by the affirmative  vote of
66 2/3% of the  outstanding  voting  stock  that is not owned by the  interested
stockholder.

     Certain Antitakeover Provisions. The Company's Certificate of Incorporation
contains  provisions that may have the effect of discouraging a third party from
making an acquisition proposal for the Company. The Certificate of Incorporation
of the Company, among other things, (i) permits the Board of Directors,  but not
the Company's stockholders, to fill vacancies and newly created directorships on
the Board of Directors and (ii)  provides that any action  required or permitted
to be taken by the  stockholders of the Company must be effected at an annual or
special  meeting  of  stockholders  and not by any  consent  in  writing by such
stockholders.  Special  meetings of stockholders may be called only by the Board
of Directors. Such provisions would make the removal of incumbent directors more
difficult and  time-consuming  and may have the effect of  discouraging a tender
offer  or  other  takeover  attempt  not  previously  approved  by the  Board of
Directors.

     Indemnification and Limitation of Liability.  The Company's  Certificate of
Incorporation  provides that the Company shall,  subject to certain limitations,
indemnify its  directors and officers  against  expenses  (including  attorneys'
fees, judgments, fines and certain settlements) actually and reasonably incurred
by them in  connection  with any suit or proceeding to which they are a party so
long as they acted in good faith and in a manner reasonably believed to be in or
not opposed to the best  interests of the  corporation,  and,  with respect to a
criminal  action  or  proceeding,  so long as they  had no  reasonable  cause to
believe their conduct to have been unlawful.

     Section 102 of the DGCL  permits a Delaware  corporation  to include in its
certificate of  incorporation  a provision  eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary  duty.  DGCL Section 102  provides,  however,  that  liability  for
breaches  of the  duty of  loyalty,  acts or  omissions  not in  good  faith  or
involving  intentional  misconduct,  or knowing  violation  of the law,  and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper  personal  benefits  cannot be eliminated or limited in this
manner.  The Company's  Certificate of Incorporation  includes a provision which
eliminates,  to the fullest extent  permitted,  director  liability for monetary
damages for breaches of fiduciary duty.

     Preferred Stock. Upon the completion of the Offering, the Company will have
the  authority  to issue  up to  2,000,000  shares  of  so-called  "blank-check"
preferred stock which authorizes the Board of Directors to establish one or more
series  of  Preferred  Stock  and to fix  and  determine  the  relative  rights,
preferences  and  limitations  of each class or series of  Preferred  Stock with
voting and conversion  rights which could  adversely  affect the voting power of
the  holders of Common  Stock and have the effect of delaying  or  preventing  a
change of control of the  Company.  After the  completion  of the  Offering,  no
shares of  Preferred  Stock  will be  outstanding.  The  Company  has no current
intention to issue any shares of Preferred Stock.

TRANSFER AGENT AND REGISTRAR

     Upon consummation of the Offering, the transfer agent and registrar for the
Common Stock will be American Stock Transfer & Trust Company.

                        SHARES ELIGIBLE FOR FUTURE SALE

     Upon the  completion  of the  Offering,  the  Company  will have  8,929,817
outstanding  shares of Common Stock.  Of these shares,  the 2,700,000  shares of
Common Stock sold in this Offering will be freely tradable  without  restriction
or further  registration under the Securities Act unless purchased by affiliates
of the Company (as defined under the Securities Act). 6,229,817 shares that will
be held by existing  stockholders,  representing  approximately 70% of the total
number of shares of Common Stock to be  outstanding  upon the completion of this
Offering,  may  not be  resold  except  pursuant  to an  effective  registration
statement  filed by the Company or an applicable  exemption  from  registration,
including  an exemption  under Rule 144.  318,182 of these shares are subject to
contractual pledge or lock-up obliga-

                                       46

<PAGE>

tions to the Company.  In addition,  certain holders of Common Stock have agreed
that  they  will not,  without  obtaining  the  prior  written  approval  of the
Representatives (as defined in "Underwriting"), directly or indirectly offer for
sale, sell,  transfer,  encumber,  contract to sell, grant any option,  right or
warrant to purchase or otherwise dispose (or announce any offer, sale, transfer,
encumbrance,  contract  to  sell,  grant  of an  option  to  purchase  or  other
disposition)  of any  shares of Common  Stock,  or any  securities,  subject  to
certain exceptions, convertible into, or exchangeable or exercisable for, shares
of Common Stock,  for a lock-up  period of 240 days after the effective  date of
the  Registration   Statement  of  which  this  Prospectus  forms  a  part.  See
"Underwriting."

     In general,  under Rule 144 as  currently  in effect,  a person (or persons
whose shares are aggregated),  including an affiliate of the Company (as defined
in Rule 144, an "Affiliate"), who has beneficially owned "restricted securities"
(as that term is defined in Rule 144) for a period of at least one year from the
later of the date such  restricted  securities were acquired from the Company or
the date they were acquired from an Affiliate,  is entitled to sell,  within any
three-month period, a number of such securities that does not exceed the greater
of (i)  1% of  the  then  outstanding  shares  of  the  Company's  Common  Stock
(approximately 90,000 shares immediately after the Offering) or (ii) the average
weekly  trading  volume in the  Company's  Common Stock during the four calendar
weeks preceding the filing of notice of such sale. Sales under Rule 144 are also
subject to certain restrictions on the manner of sale, notice requirements,  and
the  availability of current public  information  about the Company.  Under Rule
144(k),  a person who is not deemed to have been an  Affiliate of the Company at
any time during the 90 days preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years  (including the holding period
of any prior owner except an affiliate), is entitled to sell such shares without
complying  with the  manner  of sale,  notice,  public  information,  or  volume
limitation  provisions  of Rule 144;  therefore,  unless  otherwise  restricted,
"144(k)  shares" may be sold  immediately  upon the  completion of the Offering,
subject to the lock-up periods described in the preceding paragraph.

     Under Rule 701 under the Securities Act,  certain shares issued pursuant to
employee  benefit  plans or  arrangements  in effect prior to this  Offering are
eligible for resale 90 days after the Company becomes a reporting  company under
the Exchange Act and may be sold by persons other than  Affiliates  subject only
to the  manner  of  sale  provisions  of  Rule  144  and by  Affiliates  without
compliance with the holding period requirements of Rule 144.

     As soon as  practicable  following the  expiration  of the lock-up  periods
described  above,  the  Company  intends  to file a  registration  statement  or
statements on Form S-8 under the Securities Act to register the shares of Common
Stock issuable pursuant to the Stock Option Plan. As of March 31, 1998,  options
for units of RIGLP and shares of RIGINC were outstanding that, when converted to
options for shares of Common Stock under the Stock  Option Plan,  will result in
options to purchase  approximately  409,297 shares, of which options to purchase
256,128  shares will be  exercisable.  Shares  issued  upon the  exercise of the
options  generally  will be  eligible  for sale in the public  market  after the
effective date of such registration,  subject,  in certain cases, to the lock-up
agreements described herein and volume and other restrictions.

     Prior to the  Offering,  there has been no  public  market  for the  Common
Stock. No predictions can be made as to the effect, if any, that market sales of
shares or the  availability  of shares for sale will have on the market price of
the Common Stock prevailing from time to time. The Company is unable to estimate
the number of shares that may be sold in the public market pursuant to Rule 144,
since this will depend on the market  price of the Common  Stock,  the  specific
circumstances  of  the  sellers  and  other  factors.  Nevertheless,   sales  of
significant  amounts of the  Common  Stock of the  Company in the public  market
could adversely affect the market price of the Company's Common Stock.

     After the completion of the Offering,  certain  persons will be entitled to
certain  rights  with  respect  to  registration  under  the  Securities  Act of
approximately 2,659,700 shares of Common Stock.

                                       47

<PAGE>

                                  UNDERWRITING

     The   Underwriters   named  below  (the   "Underwriters"),   through  their
representatives,  Allen & Company Incorporated and Needham & Company,  Inc. (the
"Representatives"),  have severally agreed,  subject to the terms and conditions
of the  Underwriting  Agreement,  to  purchase  from the Company and the Jamison
Selling  Stockholders  the number of shares of Common  Stock set forth  opposite
their names below.  The  Underwriters  are committed to purchase and pay for all
such shares if any are purchased.

<TABLE>
<CAPTION>

          NAME OF UNDERWRITER              NUMBER OF SHARES
          -------------------              ----------------
<S>                                       <C>
Allen & Company Incorporated ..........
Needham & Company, Inc. ...............


                                              ---------
 Total ................................       2,700,000
                                              =========

</TABLE>

     The Representatives  have advised the Company that the Underwriters propose
to offer the shares to the public at the  offering  price set forth on the cover
page of this Prospectus and that the  Underwriters may allow certain dealers who
are members of the National Association of Securities Dealers, Inc. (the "NASD")
concessions  of not in excess of $ per  share of Common  Stock,  of which not in
excess of $ may be reallowed to other dealers who are members of the NASD. After
the  commencement of the Offering,  the public  offering  price,  concession and
reallowance to dealers may be reduced by the Representatives.  No such reduction
shall  change the amount of  proceeds to be received by the Company as set forth
on the cover page of this Prospectus.

     In connection  with the Offering and after the Offering,  the  Underwriters
may engage in  transactions  that  stabilize,  maintain or otherwise  affect the
price of the Common Stock.  Specifically,  the  Underwriters  may over allot the
Offering, creating a syndicate short position. In addition, the Underwriters may
bid for and purchase  shares of Common Stock in the open market to stabilize the
price of the Common Stock. These activities may stabilize, maintain or otherwise
affect the market price of the Common Stock above independent market levels. The
Underwriters  are not required to engage in these  activities  and may end these
activities at any time.

     The Company  has granted to the  Underwriters  the  Over-Allotment  Option,
exercisable during the 45-day period after the closing date of the Offering,  to
purchase up to an aggregate of 270,000  additional shares of Common Stock at the
initial public offering price, less underwriting discounts and commissions.  The
Underwriters  may  exercise  such  option  only  for  the  purpose  of  covering
over-allotments  made in  connection  with the sale of the Common Stock  offered
hereby.

     As is customary for such arrangements,  the Company has agreed to indemnify
the  Underwriters  and each person who controls any Underwriter  against certain
liabilities in connection with the Registration  Statement,  such as liabilities
under the Securities Act,  including for material  misstatements or omissions in
the  Registration  Statement.  In  addition,  the  Underwriters  have  agreed to
indemnify the Company for such liabilities  arising from material  misstatements
or  omissions in  connection  with  disclosure  for which the  Underwriters  are
responsible.  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to the Underwriters,  the Underwriters have been
advised that, in the opinion of the Commission,  such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

     The Company has agreed to reimburse the Representatives their out-of-pocket
expenses  incurred in connection  with the  Offering,  which are estimated to be
$150,000.

     The  foregoing  discussion  of the  material  terms and  provisions  of the
Underwriting Agreement is qualified in its entirety by reference to the detailed
provisions of the Underwriting Agreement, the form of which has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.

                                       48

<PAGE>

     The Company, certain of its officers and directors who own shares of Common
Stock and certain  other  stockholders  and option  holders of the Company  have
executed  agreements  pursuant to which they have  agreed not to offer,  pledge,
sell, contract to sell, grant any option for the sale of or otherwise dispose of
any of the Company's  securities  held by them for a period of 240 days from the
effective  date of the  Offering,  without the prior  written  consent of Allen,
subject to certain exceptions. See "Shares Eligible for Future Sale."

     The  Representatives  have advised the Company that the Underwriters do not
intend to confirm  sales to any account over which they  exercise  discretionary
authority.

     Allen is the  Manager-Member  of RH LLC and,  together  with certain of its
officers and affiliates,  owns  approximately 26% of RH LLC, which  beneficially
owns an  aggregate  of 234,451  units of RIGLP  (effectively  729,847  shares of
Common Stock of the  Company).  RH LLC will be dissolved  concurrently  with the
consummation  of  the  Offering.   See  "Certain  Transactions"  and  "Principal
Stockholders."  John Simon, a managing  director of Allen, may be deemed to be a
beneficial owner of shares of Common Stock held by RH LLC or Allen and serves as
a director of the Company.

     Consistent  with the rules of the  NASD,  of which  Allen is a member,  the
Company  may be deemed to be an  affiliate  of Allen,  inasmuch as RH LLC (which
will be dissolved in connection  with the Offering) is the  beneficial  owner of
more than 10% of the  Company's  Common Stock.  The Offering is therefore  being
made in conformity with the applicable provisions of such rules,  including Rule
2720 of the NASD  Conduct  Rules.  Accordingly,  the price of the  Shares  being
offered  hereby is no higher  than that  recommended  by Needham  as  "qualified
independent underwriter" as defined in the applicable provisions of the rules of
the NASD; in connection with serving in such a capacity, Needham is assuming the
responsibilities of acting as qualified  independent  underwriter in pricing the
Offering and in exercising  the usual  standards of due  diligence  with respect
thereto.  As compensation for serving as a Representative,  Needham will receive
underwriting  discounts and  commissions as set forth on the front cover page of
the Prospectus; Needham will not receive any additional compensation for serving
as qualified independent underwriter.

     Prior to the  Offering,  there has been no  public  market  for the  Common
Stock.  Consequently,  the initial public offering price of the shares of Common
Stock offered and sold in the Offering will be determined by  negotiation  among
the  Company  and  the   Representatives  and  will  not  necessarily  bear  any
relationship  to the  Company's  book value,  assets,  past  operating  results,
financial  condition,  or other  established  criteria  of value.  Factors to be
considered  in  determining  such  price  include  the  nature of the  Company's
business,  its history and present  state of  development,  an assessment of the
Company's  recent  financial  results and current  financial  condition,  future
prospects of the Company,  the qualifications of the Company's  management,  the
general  condition of the  securities  markets at the time of the Offering,  and
other relevant factors.

                                 LEGAL MATTERS

     The validity of the Common Stock offered hereby will be passed upon for the
Company  by  Wilmer,  Cutler &  Pickering,  Washington,  D.C.  Mr.  Klein is the
Chairman  of the Board of  Directors  of the Company and is a partner of Wilmer,
Cutler & Pickering. After the Offering, Mr. Klein will be a 24.3% stockholder of
the  Company.   See   "Management,"   "Principal   Stockholders"   and  "Certain
Transactions."  Certain legal  matters in  connection  with the Offering will be
passed  upon  for the  Underwriters  by  Werbel  &  Carnelutti,  a  Professional
Corporation, New York, New York.

                                    EXPERTS

     The  consolidated  financial  statements  of RIGLP at December 31, 1996 and
1997 and for each of the three years in the period ended  December 31, 1997; the
financial statements of RIGINC at December 31, 1996 and 1997 and for each of the
three years in the period ended December 31, 1997;  the financial  statements of
Jamison at December 31, 1996 and 1997 and the years then ended;  and the balance
sheet of the Company at February 28,  1998,  appearing  in this  Prospectus  and
Registration Statement have

                                       49

<PAGE>

been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
report thereon  appearing  elsewhere  herein,  and are included in reliance upon
such report given upon the authority of such firm as experts in  accounting  and
auditing.

                             ADDITIONAL INFORMATION

     The Company has filed with the Securities and Exchange  Commission ("SEC"),
Washington,  D.C.  20549,  a  Registration  Statement  on  Form  S-1,  including
amendments  thereto,  under the Securities Act of 1933 with respect to shares of
Common  Stock  offered  hereby.  This  Prospectus  does not  contain  all of the
information set forth in the Registration  Statement,  certain portions of which
have been  omitted as  permitted  by the rules and  regulations  of the SEC. For
further  information  with respect to the Company and the Common  Stock  offered
hereby, reference is made to such Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus regarding the
contents of any  contract  or other  documents  referred to are not  necessarily
complete, and in each instance reference is made to the copy of such contract or
other  document  filed as an exhibit to the  Registration  Statement,  each such
statement  being deemed to be qualified in its entirety by such  reference.  The
Registration  Statement,  including all exhibits and schedules  thereto,  may be
inspected  without charge at the principal  office of the SEC, 450 Fifth Street,
N.W., Washington,  D.C. 20549, and at the regional offices of the SEC located at
Citicorp  Center,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511  and at Seven World Trade  Center,  Suite  1300,  New York,  New York
10048,  and copies of all or any part thereof may be obtained  from such offices
upon the payment of the  prescribed  fees.  In  addition,  electronically  filed
documents,  including  reports,  proxy  and  information  statements  and  other
information  regarding the Company,  can be obtained from the SEC's web site at:
http://www.sec.gov.

     As of the effective date of the  Registration  Statement,  the Company will
become  subject  to the  reporting  requirements  of the  Exchange  Act and,  in
accordance therewith,  will file reports, proxy statements and other information
with the Commission. The Company intends to furnish its stockholders with annual
reports containing financial  statements audited by independent  accountants and
other periodic reports as the Company may deem appropriate or as may be required
by law.

     The  Company  intends to  furnish  its  stockholders  with  annual  reports
containing  financial  statements  audited by its independent  certified  public
accountants and quarterly reports containing  unaudited financial statements for
the first three quarters of each fiscal year.

                                       50

<PAGE>

                        REALTY INFORMATION GROUP, INC.
                         INDEX TO FINANCIAL STATEMENTS

   
<TABLE>
<CAPTION>

                                                                                    PAGE
                                                                                    -----
<S>                                                                                 <C>
REALTY INFORMATION GROUP, INC. UNAUDITED PRO FORMA
 CONDENSED COMBINED FINANCIAL STATEMENTS
 Introduction to Unaudited Pro Forma Condensed Combined Financial Statements ....    F-2
 Unaudited Pro Forma Condensed Combined Statement of Operations .................    F-3
 Unaudited Pro Forma Condensed Combined Balance Sheet ...........................    F-4
 Notes to Unaudited Pro Forma Condensed Combined Financial Statements ...........    F-5

REALTY INFORMATION GROUP, INC.
 Report of Independent Auditors .................................................    F-8
 Balance Sheet ..................................................................    F-9
 Notes to Balance Sheet .........................................................   F-10

REALTY INFORMATION GROUP, L.P.
 Report of Independent Auditors .................................................   F-11
 Consolidated Statements of Operations ..........................................   F-12
 Consolidated Balance Sheets ....................................................   F-13
 Consolidated Statements of Partners' Capital ...................................   F-14
 Consolidated Statements of Cash Flows ..........................................   F-15
 Notes to Consolidated Financial Statements .....................................   F-16

OLD RIG, INC.
 Report of Independent Auditors .................................................   F-23
 Consolidated Statements of Operations ..........................................   F-24
 Consolidated Balance Sheets ....................................................   F-25
 Consolidated Statements of Stockholders' Deficit ...............................   F-26
 Consolidated Statements of Cash Flows ..........................................   F-27
 Notes to Consolidated Financial Statements .....................................   F-28

JAMISON RESEARCH, INC.
 Report of Independent Auditors .................................................   F-35
 Statements of Operations .......................................................   F-36
 Balance Sheets .................................................................   F-37
 Statements of Stockholders' Equity (Deficit) ...................................   F-38
 Statements of Cash Flows .......................................................   F-39
 Notes to Financial Statements ..................................................   F-40

</TABLE>
    

                                      F-1

<PAGE>

                        REALTY INFORMATION GROUP, INC.

                      INTRODUCTION TO UNAUDITED PRO FORMA

                    CONDENSED COMBINED FINANCIAL STATEMENTS

     The following  unaudited pro forma condensed combined financial  statements
give effect to (i) the  contribution  to Realty  Information  Group,  Inc.  (the
"Company") by the holders of units of Realty  Information  Group, L.P. ("RIGLP")
and the  stockholders  of OLD RIG, Inc.  ("RIGINC") of all of the units of RIGLP
(other than units held by RIGINC) and the capital  stock of RIGINC in return for
certain shares of Common Stock of the Company,  (ii) the  acquisition of Jamison
Research,  Inc.  ("Jamison"),  and (iii) the Company's  planned  initial  public
offering of 2,700,000  shares of Common Stock.  The  acquisition of Jamison will
occur  simultaneously  with the closing of the Company's initial public offering
and will be accounted for using the purchase method of accounting.

     The unaudited pro forma  condensed  combined  balance sheet gives effect to
the  formation  of the  Company  and the  acquisition  of Jamison as if they had
occurred on March 31, 1998. The unaudited pro forma condensed combined statement
of  operations  gives  effect to the  transactions  as if they had  occurred  on
January 1, 1997.

     Unless  otherwise  specified,  the  information  in the unaudited pro forma
condensed  combined  financial  statements  (a) assumes  that the  Underwriters'
Over-Allotment Option is not exercised,  (b) gives effect to the contribution to
the Company of all of the outstanding  equity  interests in its  predecessors in
exchange for the  Company's  shares at a rate of 3.113 shares of Company  Common
Stock for each unit of RIGLP and share of RIGINC.

     The pro forma adjustments are based on estimates, available information and
certain  assumptions  and  may be  revised  as  additional  information  becomes
available.  The pro forma financial data do not  necessarily  represent what the
Company's  financial  position or results of operations would actually have been
if such  transactions  in fact had  occurred  on those  dates or the  results of
operations  for any future period.  The unaudited pro forma  combined  financial
statements  should  be read in  conjunction  with  Management's  Discussion  and
Analysis and the other financial statements and notes thereto included elsewhere
in this Prospectus.

                                      F-2

<PAGE>

                        REALTY INFORMATION GROUP, INC.

        UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                           YEAR ENDED DECEMBER 31, 1997
                                                    -------------------------------------------
                                                        REALTY
                                                     INFORMATION
                                                     GROUP, INC.       RIGINC        JAMISON
                                                    ------------- --------------- -------------
<S>                                                 <C>           <C>             <C>
Revenues ..........................................      --        $  7,899,940    $3,664,198
Cost of revenues ..................................      --           3,412,593     1,378,946
                                                    -------------  ------------    ----------
 Gross margin .....................................      --           4,487,347     2,285,252

Operating expenses ................................      --           7,786,430     2,252,163
                                                    -------------  ------------    ----------
 Income (loss) from operations ....................      --          (3,299,083)       33,089

Other income (expense) ............................      --              33,537       (38,490)

Minority interest-net loss allocated to limited
 partners of RIGLP ................................      --           1,473,252            --
                                                    -------------  ------------    ----------
 Net income (loss) ................................      --        $ (1,792,294)   $   (5,401)
                                                    =============  ============    ==========

Basic earnings (loss) per share ...................
Weighted average shares outstanding ...............

<CAPTION>

                                                         YEAR ENDED DECEMBER 31, 1997
                                                    ---------------------------------------
                                                          PRO FORMA
                                                     ADJUSTMENTS PRO FORMA
                                                         (SEE NOTE 3)          COMBINED
                                                    ---------------------- ----------------
<S>                                                 <C>                    <C>
Revenues ..........................................                --        $ 11,564,138
Cost of revenues ..................................     $   1,100,000 (a)       5,891,539
                                                        -------------        ------------
 Gross margin .....................................        (1,100,000)          5,672,599

Operating expenses ................................           400,000 (a)      10,438,593
                                                        -------------        ------------
 Income (loss) from operations ....................        (1,500,000)         (4,765,994)

Other income (expense) ............................           (24,000)(b)         (28,953)

Minority interest-net loss allocated to limited
 partners of RIGLP ................................        (1,473,252)(c)              --
                                                        -------------        ------------
 Net income (loss) ................................     $  (2,997,252)       $ (4,794,947)
                                                        =============        ============

Basic earnings (loss) per share ...................                          $       (.70)
                                                                             ============
Weighted average shares outstanding ...............                             6,820,726
                                                                             ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED MARCH 31, 1998
                                                    ----------------------------------------------
                                                                       PRO FORMA
                                                                      ADJUSTMENTS      PRO FORMA
                                                       JAMISON       (SEE NOTE 3)       COMBINED
                                                    ------------- ------------------ -------------
<S>                                                 <C>           <C>                <C>
Revenues ..........................................  $1,048,529     $                 $3,887,552
Cost of revenues ..................................     357,104          275,000 (a)   1,536,432
                                                     ----------     ------------      ----------
 Gross margin .....................................     691,425         (275,000)      2,351,120

Operating expenses ................................     525,923          100,000 (a)   2,906,601
                                                     ----------     ------------      ----------
 Income (loss) from operations ....................     165,502         (375,000)       (555,481)

Other income (expense) ............................     (61,613)          43,550 (b)     (56,198)

Minority interest-net loss allocated to limited
 partners of RIGLP ................................          --         (172,853)(c)          --
                                                     ----------     ------------      ----------
 Net income (loss) ................................  $  103,889     $   (504,303)     $ (611,679)
                                                     ==========     ============      ==========

Basic earnings (loss) per share ...................                                   $     (.09)
                                                                                      ==========
Weighted average shares outstanding ...............                                    6,820,726
                                                                                      ==========
</TABLE>

                             See accompanying notes.

                                      F-3

<PAGE>

                        REALTY INFORMATION GROUP, INC.

              UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
                             AS OF MARCH 31, 1998

<TABLE>
<CAPTION>

                                                            REALTY
                                                         INFORMATION
                                                          GROUP, INC.       RIGNC        JAMISON
                                                         ------------- --------------- -----------
<S>                                                      <C>           <C>             <C>
                           ASSETS
Cash and cash equivalents ..............................       --       $     865,654   $ 331,807
Accounts receivable, net ...............................       --           1,462,271      66,289
Prepaid expenses and other current assets ..............       --             540,443     136,500
                                                               --       -------------   ---------
  Total current assets .................................       --           2,868,368     534,596

Property and equipment, net ............................       --           1,338,980     206,759
Capitalized product development costs, net .............       --           1,244,387      82,183
Other assets, net ......................................       --           1,771,257          --
Deposits ...............................................       --              91,469         474
                                                                        -------------   ---------
  Total assets .........................................       --       $   7,314,461   $ 824,012
                                                               ==       =============   =========
        LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses ..................       --       $   1,481,404   $ 202,755
Deferred revenue .......................................       --           1,645,545     395,604
Line of credit .........................................       --           1,000,000          --
Subordinated debt to stockholder .......................       --             650,000          --
Advances from stockholders .............................       --                  --     109,853
Current portion of long-term debt ......................       --                  --      29,567
                                                               --       -------------   ---------
  Total current liabilities ............................       --           4,776,949     737,779
Long-term debt, net of current portion .................       --                  --      31,382
Minority interest -- RIGLP limited partners' equity.....       --           6,368,884          --
Stockholders' equity ...................................       --          (3,831,372)     54,851
                                                               --       -------------   ---------
  Total liabilities and stockholders' equity ...........       --       $   7,314,461   $ 824,012
                                                               ==       =============   =========

<CAPTION>

                                                                                                      PRO FORMA
                                                               PRO FORMA                              OFFERING
                                                              ADJUSTMENTS         PRO FORMA          ADJUSTMENTS
                                                              (SEE NOTE 3)         COMBINED         (SEE NOTE 3)
                                                         --------------------- --------------- ----------------------
<S>                                                      <C>                   <C>             <C>
                           ASSETS
Cash and cash equivalents ..............................    $           --      $  1,197,461      $   18,779,198 (f)
Accounts receivable, net ...............................                --         1,528,560
Prepaid expenses and other current assets ..............                             676,943                  --
                                                                                ------------      --------------
  Total current assets .................................                           3,402,964          18,779,198

Property and equipment, net ............................                --         1,545,739                  --
Capitalized product development costs, net .............        2,500,000  (e)     3,826,570                  --
Other assets, net ......................................        4,500,000  (e)     6,271,257                  --
Deposits ...............................................                --            91,943                  --
                                                            --------------      ------------      --------------
  Total assets .........................................    $    7,000,000      $ 15,138,473      $   18,779,198
                                                            ==============      ============      ==============
        LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses ..................    $           --      $  1,684,159      $           --
Deferred revenue .......................................                --         2,041,149                  --
Line of credit .........................................                --         1,000,000          (1,000,000)
Subordinated debt to stockholder .......................                             650,000            (650,000)
Advances from stockholders .............................                --           109,853            (109,853)
Current portion of long-term debt ......................                --            29,567             (29,567)
                                                            --------------      ------------      --------------
  Total current liabilities ............................                           5,514,728          (1,789,420) (f)
Long-term debt, net of current portion .................                --            31,382             (31,382) (f)
Minority interest -- RIGLP limited partners' equity.....        (6,368,884)(d)            --                  --
                                                                 6,368,884 (d)

Stockholders' equity ...................................         7,000,000 (e)     9,592,363         20,600,000  (f)
                                                            --------------      ------------      --------------
  Total liabilities and stockholders' equity ...........    $    7,000,000      $ 15,138,473      $   18,779,198
                                                            ==============      ============      ==============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                            PRO FORMA
                                                                AS
                                                             ADJUSTED
                                                         --------------
<S>                                                      <C>
                           ASSETS
Cash and cash equivalents ..............................  $19,976,659
Accounts receivable, net ...............................    1,528,560
Prepaid expenses and other current assets ..............      676,943
                                                          -----------
  Total current assets .................................   22,182,162

Property and equipment, net ............................    1,545,739
Capitalized product development costs, net .............    3,826,570
Other assets, net ......................................    6,271,257
Deposits ...............................................       91,943
                                                          -----------
  Total assets .........................................  $33,917,671
                                                          ===========
        LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses ..................  $ 1,684,159
Deferred revenue .......................................    2,041,149
Line of credit .........................................           --
Subordinated debt to stockholder .......................           --
Advances from stockholders .............................
Current portion of long-term debt ......................           --
                                                          -----------
  Total current liabilities ............................    3,725,308
Long-term debt, net of current portion .................           --
Minority interest -- RIGLP limited partners' equity.....           --
Stockholders' equity ...................................   30,192,363
                                                          -----------
  Total liabilities and stockholders' equity ...........  $33,917,671
                                                          ===========
</TABLE>
                            See accompanying notes.

                                      F-4

<PAGE>

                         REALTY INFORMATION GROUP, INC.

                          NOTES TO UNAUDITED PRO FORMA
                     CONDENSED COMBINED FINANCIAL STATEMENTS

1. GENERAL

     The Company was formed in February 1998 to succeed its predecessors,  RIGLP
and RIGINC, and to acquire Jamison in connection with an initial public offering
of its common stock. The predecessors,  RIGLP and RIGINC,  will be combined on a
historical  cost basis with the Company as an exchange of  interests of entities
under common control.  The acquisition of Jamison will occur simultaneously with
the completion of the Company's  initial  public  offering and will be accounted
for using the purchase method of accounting.

     The Company will consummate a series of related  transactions in connection
with the Offering.  Pursuant to a Contribution Agreement effective March 5, 1998
(the "RIG Contribution  Agreement"),  RIGLP and RIGINC will be consolidated with
the  Company.  Limited  partners  of RIGLP  (other  than  RIGINC) and all of the
stockholders  of RIGINC will  receive  3.113  shares of the Common  Stock of the
Company per each limited  partnership  unit or share of common stock  exchanged.
See  "Certain  Transactions."  As a result,  the Company  will own  (directly or
indirectly) all of the capital stock of RIGINC and all of the equity of RIGLP.

     Pursuant to a Contribution  Agreement dated February 17, 1998 (the "Jamison
Contribution  Agreement"),  Jamison will be  consolidated  with the Company in a
transaction  in which the  stockholders  of Jamison will  contribute  all of the
outstanding  capital stock of Jamison to the Company in exchange for $10 million
of the Common Stock of the Company, valued at the price at which Common Stock is
sold in this Offering.  As provided in the Jamison Contribution  Agreement,  the
Company  will offer for resale by the Jamison  Selling  Stockholders  as part of
this  Offering  up to 65% of the  shares  of the  Common  Stock  issued  to them
pursuant to the Jamison Contribution Agreement.

     The  historical  financial  statements  included in the unaudited pro forma
condensed  combined  balance sheet and statement of operations were derived from
the  separate  financial  statements  of  the  Company,  RIGINC  (including  its
consolidated  subsidiary,  RIGLP) and Jamison as of December  31, 1997 and March
31, 1998 and for the year and the three months then ended.  The related  audited
and unaudited  historical financial statements are included elsewhere herein and
should be read in conjunction with these pro forma condensed  combined financial
statements.

2. ACQUISITION OF JAMISON

     The  Company  will adjust the  carrying  value of the  acquired  assets and
liabilities of Jamison to fair market value as discussed  below. The amounts and
classifications are estimates,  based on the current operations of Jamison,  and
the  recorded  book  values of assets and  liabilities  at March 31,  1998.  The
allocation will include all existing  recorded assets and liabilities of Jamison
which currently  approximate  fair market value except for  capitalized  product
development  costs.  These  accounts  are not shown  here  because  they have no
significant net book value.

<TABLE>
<CAPTION>

                                                    ESTIMATED VALUE     ESTIMATED LIFE
                                                   -----------------   ---------------
<S>                                                <C>                 <C>
Capitalized product development ................      $ 2,500,000       2-5 years
In process research and development ............        3,000,000
Intangible assets (customer base, in place work-
 force, and goodwill) ..........................        4,500,000      7-15 years
                                                      -----------
                                                      $10,000,000
                                                      ===========
</TABLE>

     Capitalized product development  includes those developed software products
and  proprietary  databases  which are expected to produce  revenues  currently,
until their  conversion by the Company into  products  with a format  consistent
with the  Company's  products.  This  effort is  expected to take up to 2 years.
Certain  underlying  data  elements  of the  Jamison  products  are  expected to
continue in use. These elements have a 5 year life.

                                      F-5

<PAGE>

                        REALTY INFORMATION GROUP, INC.

                          NOTES TO UNAUDITED PRO FORMA
             CONDENSED COMBINED FINANCIAL STATEMENTS- (CONTINUED)

     In process research and development  includes certain unique products which
are sold by Jamison in the  Atlanta and Dallas  regions  and are  expected to be
further  developed  for use by the  Company  in all its  covered  regions.  This
development  effort is expected to require  significant funds and take up to two
years to complete. As a result, the Company considers this technology in process
and will take a one time charge to earnings for the  $3,000,000  assigned to the
acquired  value of this  technology  in the period  following  completion of the
acquisition.

     Certain  intangible assets have been identified within the business and are
expected  to have  substantial  value to the  Company  and have been  assigned a
portion of the purchase price based on their  estimated  fair market value.  The
remaining purchase price, estimated at approximately $2,000,000, is allocated to
goodwill.

3. PRO FORMA ADUSTMENTS

     The pro forma adjustments  reflect the consolidation of the Company and its
predecessors and the acquisition of Jamison.  The offering  adjustments  reflect
the  issuance  of common  stock of the  Company  and the net  proceeds  from the
initial public offering. The adjustments are as follows:

     Pro forma condensed combined statement of operations:

       (a)  Estimated  charges  for  amortization  of the  assets  noted  above,
            amounting  to  $1,100,000  and $275,000 to cost of sales for product
            amortization  and $400,000  and  $100,000 to operating  expenses for
            amortization  of other  assets for the year ended  December 31, 1997
            and the three months ended March 31, 1998, respectively.

   

       (b)  A charge of $50,000 for  financing  costs is  recorded to  recognize
            46,695 warrants issued in connection with the  subordinated  debt of
            the Company.  Such warrants are  exerciseable at 10% below the price
            of the stock in an initial public  offering.  The fair value of each
            warrant is  estimated  on the date of grant using the Minimum  Value
            option-pricing    model   with   the   following    weighted-average
            assumptions:  dividend  yield  of 0%;  risk-free  interest  rate  of
            approximately  6.0%;  and  expected  life of 1 year.  This charge is
            offset by the net reduction of $26,000 in interest  expense of RIGLP
            due to the planned  repayment of debt from offering  proceeds.  This
            results in a net charge of $24,000 for the year ended  December  31,
            1997.  The reduction in interest  expense for the three months ended
            March 31, 1998 is $43,550.

    

       (c) Minority  interest-net  loss  allocated to limited  partners of RIGLP
           recorded in the accounts of RIGINC is eliminated.

     Pro forma condensed combined balance sheet:

       (d)  Minority  interest -- RIGLP limited partners' equity recorded in the
            accounts of RIGINC is eliminated.

   

       (e)  The  estimated   purchase  price  of  $10,000,000  is  allocated  to
            capitalized  product  development and intangible assets as indicated
            in Note 2. In process research and development  totaling  $3,000,000
            will be charged to equity at the time of the acquisition.

    

                                      F-6

<PAGE>

   Offering adjustment:

       (f) Assuming an initial public  offering  price of $11.00 per share,  the
           proceeds of the initial public  offering  amounting to  approximately
           $20,600,000,  net of expenses of the offering  estimated at $950,000,
           are used initially to eliminate  debts of RIGLP,  RIGINC and Jamison,
           including the line of credit,  subordinated debt to partner, advances
           from stockholders,  and long term debt. The total elimination of debt
           is estimated at  $1,789,420 in current debts and $31,382 in long term
           debt for a total of  $1,820,802,  resulting in an increase in cash of
           the  Company  from  the  Offering,   after   repayment  of  debt,  of
           $18,779,198.

4. WEIGHTED AVERAGE SHARES OUTSTANDING

          Includes  1,899,015  shares  or  units of the  Company's  predecessors
          converted  at a rate of 3.113  shares  per  share of RIGINC or unit of
          RIGLP and the 909,091  shares  issued to the Jamison  stockholders  in
          connection  with the  acquisition  of Jamison,  as if such shares were
          outstanding  for  the  entire  period.   Stock  options  and  warrants
          outstanding  have been  excluded  from the  calculation  because their
          effect is anti-dilutive.

                                      F-7

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

Board of Directors
Realty Information Group, Inc.

     We have audited the accompanying balance sheet of Realty Information Group,
Inc. as of February 28, 1998. This financial  statement is the responsibility of
the Company's  management.  Our  responsibility is to express an opinion on this
financial statement based on our audit.

     We conducted  our audit 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  statement is free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the financial statement referred to above presents fairly,
in all material  respects,  the financial  position of Realty Information Group,
Inc. at February 28, 1998,  in conformity  with  generally  accepted  accounting
principles.

                                              /s/ Ernst & Young LLP
                                              -------------------------
Washington, D.C.
March 12, 1998

                                      F-8

<PAGE>

                        REALTY INFORMATION GROUP, INC.

                                 BALANCE SHEET

<TABLE>
<CAPTION>

                                                                  FEBRUARY 28,    MARCH 31,
                                                                      1998          1998
                                                                 -------------- ------------
                                                                                 (UNAUDITED)

<S>                                                              <C>            <C>
       Stockholders' equity:
        Preferred stock, $.01 par value, 2,000,000 shares autho-
          rized, none issued ...................................      $ --          $ --
        Common stock, $.01 par value, 30,000,000 shares autho-
          rized, no shares issued and outstanding ..............        --            --
                                                                      ----          ----
        Additional paid-in capital .............................        --            --
                                                                      ----          ----
       Total stockholders' equity ..............................      $ --          $ --
                                                                      ====          ====

</TABLE>

                            See accompanying notes.

                                      F-9

<PAGE>

                    REALTY INFORMATION GROUP, INC.
                            NOTES TO BALANCE SHEET

1. ORGANIZATION

     Realty  Information Group, Inc. (the "Company") was formed in February 1998
to succeed its predecessors,  Realty  Information  Group, L.P. ("RIGLP") and OLD
RIG, Inc.  ("RIGINC"),  and to acquire  Jamison  Research,  Inc.  ("Jamison") in
connection with an initial public offering of its common stock.  The Company has
not  commenced  operations,  and all  activities  to date  have  related  to its
organization and the initial public offering.  The Company is dependent upon the
initial  public  offering to succeed its  predecessor  companies and execute the
pending  acquisition.   Therefore,  there  is  no  assurance  that  the  pending
acquisition or related transactions will be completed.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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 at the
date of the  financial  statements  and the  associated  amounts of revenues and
expenses  during the  reporting  period.  Actual  results  could differ from the
estimates.

     Unaudited Balance Sheet

     The  balance  sheet as of March 31,  1998 is  unaudited.  In the opinion of
management,  such balance sheet  reflects all  adjustments  necessary for a fair
presentation.

3. PLANNED TRANSACTIONS

     The Company has entered into the  Agreement and Plan of  Contribution  with
RIGINC,  RIGLP,  Jamison and the stockholders of Jamison (the  "Agreement"),  in
which the various entities will contribute  their stock or partnership  units to
the Company in exchange  for a  distribution  of the common stock of the Company
contingent  upon the closing of the  initial  public  offering.  Pursuant to the
Agreement,  the Company  intends to undertake an initial public  offering of its
common stock. In March, 1998, the Company filed a registration statement on Form
S-1 for the initial public offering of its common stock. The offering costs will
be  netted  against  the  proceeds  of the  offering.  Simultaneously  with  and
contingent upon the initial public  offering,  the Company will purchase Jamison
at a price equal to $10 million in shares.

                                      F-10

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

The Partners of
Realty Information Group, L.P.

     We have  audited the  accompanying  consolidated  balance  sheets of Realty
Information  Group,  L.P.  as of  December  31,  1996 and 1997,  and the related
consolidated statements of operations,  partners' capital and cash flows for the
three years in the period ended December 31, 1997.  These  financial  statements
are the responsibility of the Partnership'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  Realty
Information  Group,  L.P. at December 31, 1996 and 1997,  and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1997, in conformity with generally accepted accounting principles.

                                         /s/ Ernst & Young LLP

Washington, D.C.
February 10, 1998

                                      F-11

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                       THREE MONTHS
                                                      YEAR ENDED DECEMBER 31,                         ENDED MARCH 31,
                                       -----------------------------------------------------   -----------------------------
                                             1995              1996               1997              1997            1998
                                       ---------------   ----------------   ----------------   -------------   -------------
                                                                                                        (UNAUDITED)
<S>                                    <C>               <C>                <C>                <C>             <C>
Revenues ...........................   $2,061,526        $ 4,335,966        $ 7,899,940        $1,555,473      $2,839,023
Cost of revenues ...................      930,570          2,188,136          3,412,593          717,398         904,328
                                       ----------        -----------        -----------        ----------      ----------
Gross margin .......................    1,130,956          2,147,830          4,487,347          838,075       1,934,695
Operating expenses:
 Selling and marketing .............      566,548          2,711,823          4,373,914          862,658       1,264,454
 Software development ..............      247,800            254,177            395,077          103,062         117,688
 General and administrative ........    1,180,090          1,863,236          3,017,439          672,068         898,536
                                       ----------        -----------        -----------        ----------      ----------
Total operating expenses ...........    1,994,438          4,829,236          7,786,430        1,637,788       2,280,678
                                       ----------        -----------        -----------        ----------      ----------
Loss from operations ...............     (863,482)        (2,681,406)        (3,299,083)        (799,713)       (345,983)
Other income (expense):
Interest expense ...................      (25,950)            (2,323)           (26,421)              --         (43,550)
Interest income ....................       70,849             29,642             48,743           24,667           5,415
Other income .......................       34,319             21,858             11,215            6,402              --
                                       ----------        -----------        -----------        ----------      ----------
Net loss ...........................   $ (784,264)       $(2,632,229)       $(3,265,546)       $(768,644)      $(384,118)
                                       ==========        ===========        ===========        ==========      ==========
 Net loss allocated to general part-
   ners ............................   $ (636,096)       $(1,766,764)       $(1,792,294)       $(418,806)      $(211,265)
 Net loss allocated to limited part-
   ners ............................   $ (148,168)       $  (865,465)       $(1,473,252)       $(349,838)      $(172,853)
Pro forma loss per share:
 Net loss ..........................   $ (784,264)        (2,632,229)       $(3,265,546)       $(768,644)      $(384,118)
                                       ==========        ===========        ===========        ==========      ==========
 Loss per share ....................   $     (.29)       $      (.58)       $      (.56)       $    (.13)      $    (.06)
                                       ==========        ===========        ===========        ==========      ==========
 Weighted average common shares.....    2,666,829          4,507,778          5,879,185        5,814,911       5,911,635
                                       ==========        ===========        ===========        ==========      ==========

</TABLE>

                            See accompanying notes.

                                      F-12

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                   DECEMBER 31,
                                                           -----------------------------      MARCH 31,
                                                                1996            1997            1998
                                                           -------------   -------------   --------------
                                                                                             (UNAUDITED)
<S>                                                        <C>             <C>             <C>
                          ASSETS
Current assets:
 Cash and cash equivalents .............................    $3,326,367      $1,068,835       $  865,654
 Accounts receivable, less allowance for doubtful ac-
   counts of $90,000, $151,000 and $219,000 as of De-
   cember 31, 1996 and 1997 and March 31, 1998 .........       865,535       1,021,345        1,462,271
 Prepaid expenses and other current assets .............        56,439          26,601          540,443
                                                            ----------      ----------       ----------
Total current assets ...................................     4,248,341       2,116,781        2,868,368
Property and equipment:
 Leasehold improvements ................................        84,950         111,623          114,043
 Furniture and equipment ...............................       503,067         623,417          693,594
 Computer hardware and software ........................       991,117       1,366,687        1,424,238
                                                            ----------      ----------       ----------
                                                             1,579,134       2,101,727        2,231,875
Accumulated depreciation ...............................      (446,430)       (799,763)        (892,895)
                                                            ----------      ----------       ----------
                                                             1,132,704       1,301,964        1,338,980
Capitalized product  development  costs,  net of accumu-
 lated amortization of $256,000, 514,000 and $626,000 as
 of December 31, 1996 and 1997 and March 31,
 1998 ..................................................       919,749       1,261,974        1,244,387
Other assets (Note 4) ..................................     1,271,258       1,796,356        1,771,257
Deposits ...............................................        97,819         104,510           91,469
                                                            ----------      ----------       ----------
Total assets ...........................................    $7,669,871      $6,581,585       $7,314,461
                                                            ==========      ==========       ==========
           LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
 Accounts payable ......................................    $  405,939      $  355,416          536,082
 Accrued wages and commissions .........................       348,644         368,667          534,996
 Accrued expenses ......................................       276,398         387,428          410,326
 Deferred revenue ......................................       969,243         902,575        1,645,545
 Line of credit ........................................            --       1,000,000        1,000,000
 Subordinated debt to partner ..........................            --         650,000          650,000
                                                            ----------      ----------       ----------
Total current liabilities ..............................     2,000,224       3,664,086        4,776,949
Redeemable limited partners' capital ...................       200,000         200,000          200,000
Partners' capital ......................................     5,469,647       2,717,499        2,337,512
                                                            ----------      ----------       ----------
Total liabilities and partners' capital ................    $7,669,871      $6,581,585       $7,314,461
                                                            ==========      ==========       ==========
</TABLE>

                            See accompanying notes.

                                      F-13

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

                 CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

<TABLE>
<CAPTION>

                                                                    GENERAL           LIMITED            TOTAL
                                                                   PARTNERS'         PARTNERS'         PARTNERS'
                                                                    EQUITY             EQUITY            EQUITY
                                                               ----------------   ---------------   ---------------
<S>                                                            <C>                <C>               <C>
Balance at December 31, 1994 ...............................     $   (430,216)     $    196,066      $   (234,150)
 Capital contributions (net of fees of $79,845).............               --         3,345,155         3,345,155
 Net loss ..................................................         (636,096)         (148,168)         (784,264)
                                                                 ------------      ------------      ------------
Balance at December 31, 1995 ...............................       (1,066,312)        3,393,053         2,326,741
 Capital contributions (net of fees of $271,624)............          705,263         4,115,543         4,820,806
 Partnership units issued for acquisition ..................               --         1,200,000         1,200,000
 Note receivable from limited partner ......................               --           (45,671)          (45,671)
 Net loss ..................................................       (1,766,764)         (865,465)       (2,632,229)
                                                                 ------------      ------------      ------------
Balance at December 31, 1996 ...............................       (2,127,813)        7,797,460         5,669,647
 Non cash compensation .....................................          300,000                --           300,000
 Partnership units issued for acquisition ..................               --           205,940           205,940
 Reduction of note receivable from limited partner .........               --             7,458             7,458
 Net loss ..................................................       (1,792,294)       (1,473,252)       (3,265,546)
                                                                 ------------      ------------      ------------
Balance at December 31, 1997 ...............................       (3,620,107)        6,537,606         2,917,499
                                                                 ------------      ------------      ------------
 Reduction of note receivable from limited partner .........               --             4,131             4,131
 Net loss ..................................................         (211,265)         (172,853)         (384,118)
                                                                 ------------      ------------      ------------
Balance at March 31, 1998 (unaudited) ......................     $ (3,831,372)     $  6,368,884      $  2,537,512
                                                                 ============      ============      ============
</TABLE>

                            See accompanying notes.

                                      F-14

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                 YEAR ENDED DECEMBER 31,
                                                    -------------------------------------------------
                                                          1995            1996             1997
                                                    --------------- ---------------- ----------------
<S>                                                 <C>             <C>              <C>
Operating activities:
 Net loss .........................................  $   (784,264)    $ (2,632,229)    $ (3,265,546)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation ...................................       107,090          212,030          353,333
   Amortization ...................................        92,207          266,986          487,144
   Loss on sale of property and equipment .........         8,302               --               --
   Provision for losses on accounts receivable.....        23,000           30,000           61,343
   Non cash compensation charges ..................            --               --          157,459
    Changes in operating assets and liabilities:
     Accounts receivable ..........................      (112,162)        (470,117)        (217,153)
     Prepaid expenses and other current as-
      sets ........................................       (25,018)         (22,942)          29,838
     Deposits .....................................       (38,186)         (33,152)          (6,691)
     Accounts payable and accrued expenses                175,893          667,649          230,530
     Deferred revenue .............................        99,609          157,410          (66,668)
                                                     ------------     ------------     ------------
 Net cash provided by (used in) operating ac-
   tivities .......................................      (453,529)      (1,824,365)      (2,236,411)
Investing activities:
 Net purchases of property and equipment ..........      (635,965)        (631,385)        (522,592)
 Capitalization of product development costs ......      (432,683)        (347,065)        (600,670)
 Acquisitions (net of acquired cash) ..............            --           25,924         (547,859)
                                                     ------------     ------------     ------------
 Net cash used in investing activities ............    (1,068,648)        (952,526)      (1,671,121)
Financing activities:
 Payments on related party note and accrued
   interest .......................................      (627,150)              --               --
 Proceeds from line of credit .....................            --               --        1,000,000
 Proceeds from subordinated debt to partner .......            --               --          650,000
 Net proceeds from capital contributions ..........     3,345,155        4,775,135               --
                                                     ------------     ------------     ------------
 Net cash provided by financing activities ........     2,718,005        4,775,135        1,650,000
 Net increase (decrease) in cash and cash equiv-
   alents .........................................     1,195,828        1,998,244       (2,257,532)
 Cash and cash equivalents at beginning of pe-
   riod ...........................................       132,295        1,328,123        3,326,367
                                                     ------------     ------------     ------------
 Cash and cash equivalents at end of period .......  $  1,328,123     $  3,326,367     $  1,068,835
                                                     ============     ============     ============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED
                                                             AT MARCH 31,
                                                    ------------------------------
                                                          1997           1998
                                                    --------------- --------------
                                                              (UNAUDITED)

<S>                                                 <C>             <C>
Operating activities:
 Net loss .........................................  $    (768,644)   $ (384,118)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation ...................................         80,966        93,132
   Amortization ...................................         99,772       137,305
   Loss on sale of property and equipment .........             --            --
   Provision for losses on accounts receivable.....         12,206        46,935
   Non cash compensation charges ..................          2,193         4,131
    Changes in operating assets and liabilities:
     Accounts receivable ..........................        112,670      (487,861)
     Prepaid expenses and other current as-
      sets ........................................         (2,057)     (513,842)
     Deposits .....................................         (4,589)       13,041
     Accounts payable and accrued expenses                 299,427       369,893
     Deferred revenue .............................        (59,230)      742,970
                                                     -------------    ----------
 Net cash provided by (used in) operating ac-
   tivities .......................................       (227,286)       21,586
Investing activities:
 Net purchases of property and equipment ..........       (249,228)     (130,149)
 Capitalization of product development costs ......       (143,110)      (94,618)
 Acquisitions (net of acquired cash) ..............       (547,859)
                                                     -------------
 Net cash used in investing activities ............       (940,197)     (224,767)
Financing activities:
 Payments on related party note and accrued
   interest .......................................             --            --
 Proceeds from line of credit .....................             --            --
 Proceeds from subordinated debt to partner .......             --            --
 Net proceeds from capital contributions ..........             --            --
                                                     -------------    ----------
 Net cash provided by financing activities ........             --            --
 Net increase (decrease) in cash and cash equiv-
   alents .........................................     (1,167,483)     (203,181)
 Cash and cash equivalents at beginning of pe-
   riod ...........................................      3,326,367     1,068,835
                                                     -------------    ----------
 Cash and cash equivalents at end of period .......  $   2,158,884    $  865,654
                                                     =============    ==========

</TABLE>

                            See accompanying notes.

                                      F-15

<PAGE>

                    REALTY INFORMATION GROUP, L.P.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

     Realty Information Group, L.P. ("RIGLP") has created a proprietary database
(the "Database") of comprehensive  office and industrial real estate information
in seven major metropolitan areas throughout the United States. In addition, the
Company has  developed a portfolio of  multimedia  software  products that allow
clients  to  access  the  Database.  The  Database  and  software  products  are
distributed to its clients under license  agreements  which are typically one to
three years in duration.

     Pursuant  to the  partnership  agreement,  the term of RIGLP will  continue
until  December  31,  2094.  Generally,  the profits and losses of RIGLP will be
allocated  to  the  partners  in  proportion  to  their  respective  partnership
percentages,  which are generally  based on  contributions  to RIGLP.  There are
certain  limitations  on the  allocation  of  partnership  losses  such that any
limited  partner  can  not  have a  capital  account  deficit.  The  partnership
agreement  specifies  that RIGLP  shall have the option to require  the  initial
limited partner to sell its partnership  interest to RIGLP for fair value during
the period from November 1, 2004 through  November 30, 2004.  Additionally,  the
agreement  specifies that during this same period,  the initial  limited partner
has the right to require RIGLP to repurchase  its limited  partnership  interest
for fair value.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The consolidated  financial statements of RIGLP include the accounts of New
Market Systems, Inc. ("NMS") acquired on March 1, 1997 (Note 3).

     Unaudited Interim Statements

     The  consolidated  financial  statements  as of March 31,  1998 and for the
three  months  ended  March 31, 1998 and 1997 are  unaudited.  In the opinion of
management,  such financial  statements reflect all adjustments  necessary for a
fair  presentation of the results of the respective  interim  periods.  All such
adjustments are of a normal recurring nature.

     Reclassifications

     Certain  amounts  in the 1995  and  1996  financial  statements  have  been
reclassified to conform with the 1997 presentation.

     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 at the
date of the  financial  statements  and the  associated  amounts of revenues and
expenses  during the  reporting  period.  Actual  results  could differ from the
estimates.

     Revenue Recognition

     Revenue  from the sale of  licenses  to the  proprietary  software  and the
Database is  recognized on a  straight-line  basis over the term of the license,
which is typically from one to three years.

     Cash and Cash Equivalents

     RIGLP's  cash  and  cash  equivalents  include  highly  liquid  instruments
purchased with an original maturity of less than three months.

                                      F-16

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

     Property and Equipment

     Property and equipment,  including  leasehold  improvements,  are stated at
cost and depreciated using the straight-line  method over estimated useful lives
of three to seven years. Leasehold improvements are amortized over the lesser of
the related lease term or the useful life.

     Capitalized Product Development Costs

     Initial  costs to develop and produce the Database  and software  products,
including direct labor, contractors and applicable overhead are capitalized from
the time technological feasibility is determined until product release. Prior to
technological feasibility, such costs are classified as software development and
expensed as incurred.  Amortization of capitalized costs is based on the greater
of the amount  computed using (a) the ratio of current gross revenues to the sum
of current and anticipated gross revenues,  or (b) the straight-line method over
the remaining estimated economic life of the product, typically five years after
product release.  Included in amortization is approximately  $75,000,  $181,000,
$287,000 and $112,000 of expense related to the capitalized  product development
costs for the years ended December 31, 1995,  1996 and 1997 and the three months
ended March 31, 1998, respectively.

     Intangible Assets

     The value  assigned to the customer base  acquired  through the purchase of
NMS and Chicago  Resource,  Inc.,  and goodwill,  resulting from the purchase of
Space  Datagraphics  Systems,  Inc., in December 1994, are being  amortized on a
straight-line basis over ten years. RIGLP continuously evaluates and adjusts, if
necessary, the net realizable value of these assets.

     Income Taxes

     RIGLP is a partnership  for federal income tax purposes under which income,
losses,  deductions and credits are allocated to and reported by the partners on
their individual  income tax returns.  Accordingly,  no provision for income tax
has been recorded in the financial  statements.  Upon the  effectiveness  of the
Registration  Statement on Form S-1 (see note 10), the  partnership  will become
part of Realty Information  Group,  Inc., the successor,  and will be taxed as a
C-Corporation.  Had the  Partnership  operated as a  C-Corporation  for the year
ended  December  31,  1995,  1996 and 1997 and the three  months ended March 31,
1998,  their would be no income taxes recorded as a result of the losses for the
periods.  NMS is a  corporation  which  provides  for  income  taxes  under  the
provisions  of  Statement  of  Financial  Accounting  Standards  No.  109. As of
December 31, 1997, NMS had net loss carryforwards of approximately  $522,000.  A
valuation  allowance has been  established  against the related net deferred tax
asset in its entirety.

     Unit Based Compensation

     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation"  which is effective  for the RIGLP's  financial  statements  after
1995.  SFAS No. 123 allows  companies  to account for  stock-based  compensation
under the  provisions  of either  SFAS No. 123 or  Accounting  Principles  Board
("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees",  with pro
forma  disclosure  as if the  measurement  provision  of SFAS  No.  123 had been
adopted.  RIGLP  applies  these  principles  and  accounts  for its  unit  based
compensation  in  accordance  with the  provisions  of APB No. 25. As such,  the
adoption  of SFAS No. 123 does not impact the  financial  position or results of
operations of RIGLP.

     Advertising Costs

     Advertising costs are expensed as incurred.  Such costs included in selling
and marketing expense totaled  approximately  $125,698,  $203,659,  $397,966 and
$53,908 for the years ended  December  31,  1995,  1996,  and 1997 and the three
months ended March 31, 1998, respectively.

                                      F-17

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

     Concentration of Credit Risk

     RIGLP  performs  ongoing credit  evaluations  of its  customers'  financial
condition and generally does not require  collateral.  RIGLP maintains  reserves
for credit losses, and such losses have been within  management's  expectations.
The credit risk in accounts  receivable is mitigated by the large and widespread
customer  base and lack of  dependence  on  individual  customers.  The carrying
amount of the accounts receivable approximates their net realizable value.

     Recent Pronouncements

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130 ("SFAS 130"),  "Comprehensive  Income",
which is required to be adopted for the year ended  December 31, 1998.  SFAS 130
requires that an enterprise (a) classify items of other comprehensive  income by
their nature in the financial statements and (b) display the accumulated balance
of other  comprehensive  income separately from retained earnings and additional
paid-in capital in the Statements of Stockholders'  Deficit.  The implementation
of SFAS 130, "Comprehensive Income",  information on the financial statements is
not  expected to be material.  For all periods  presented,  including  the three
months ended March 31,  1998,  RIGLP had no items of  comprehensive  income and,
accordingly, the Statement does not apply.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments
of an Enterprise and Related  Information",  which is required to be adopted for
the year ended  December  31,  1998.  SFAS 131 changes the way public  companies
report  segment  information  in annual  financial  statements and also requires
those  companies to report  selected  segment  information in interim  financial
reports to stockholders. The disclosure for segment information on the financial
statements is not expected to be material.

     In October 1997, the AICPA issued SOP 97-2,  Software Revenue  Recognition,
which  changes  the   requirements   for  revenue   recognition   effective  for
transactions  that the Company will enter into  beginning  January 1, 1998.  The
implementation  of SOP 97-2 is not  expected  to have a  material  effect on the
financial  statements of RIGLP.  As of January 1, 1998 the Company adopted AICPA
SOP 97-2,  Software  Revenue  Recognition,  which was effective for transactions
that RIGLP entered into in 1998.  Prior years were not  restated.  The effect of
adopting SOP97-2 was not material in the financial statements of RIGLP. In March
1998,  AcSEC  issued  SOP98-4  which defers for one year the  implementation  of
certain provision of SOP 97-2. The issuance of SOP 98-4 had no effect on RIGLP.

     Pro Forma Loss Per Share

   
     Pro Forma loss per share information is presented as if the Partnership had
operated as a  C-Corporation  for all periods  presented.  In February 1997, the
Financial  Accounting  Standards Board issued  Statement No. 128,  "Earnings Per
Share".  All pro forma  earnings  per share  amounts for all  periods  have been
presented to conform to the Statement 128 requirements.
    

                                      F-18

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

3. ACQUISITIONS

     On  April  1,  1996,  RIGLP  expanded  to the  Chicago  area by  purchasing
substantially  all of the  assets and  liabilities  of  Chicago  ReSource,  Inc.
("CRI"),  through  the  issuance  of  114,640.55  partnership  units  valued  at
$1,200,000.  On March 1, 1997 RIGLP expanded to the San Francisco area through a
purchase of 99.3% of the outstanding shares of New Market Systems, Inc. ("NMS"),
a  California  corporation,  through the  exchange of 14,710  partnership  units
valued at $206,000 and payment of $550,000 in cash. The accompanying  statements
of operations  reflect the operating  results of CRI and NMS since the effective
date of the acquisition.  Except for cash acquired, these transactions have been
excluded  from the  statements  of cash flows and have been  accounted for using
purchase accounting.

     The pro forma unaudited  results of operations for the years ended December
31, 1996 and 1997,  assuming the purchase of CRI and NMS had been consummated as
of January 1 of each year, respectively, are as follows:

<TABLE>
<CAPTION>

                                                1996                1997      
                                         -----------------   -----------------
          <S>                            <C>                 <C>              
            Revenues .................     $   4,576,000       $   7,960,000  
                                           =============       =============  
                                                                              
            Net loss .................     $  (2,810,000)      $  (3,386,000) 
                                           =============       =============  
                                                                              
</TABLE>  

4. OTHER ASSETS

     Other assets consists of intangible assets as follows:

<TABLE>
<CAPTION>

                                                   DECEMBER 31,               MARCH 31,
                                          -------------------------------   -------------
                                               1996             1997             1998
                                          --------------   --------------   -------------
<S>                                       <C>              <C>              <C>
     Acquired contracts ...............    $ 1,286,259      $ 2,041,289      $2,041,289
     Accumulated Amortization .........         78,614          301,912         325,353
                                           -----------      -----------      ----------
                                           $ 1,207,645      $ 1,739,377      $1,715,936
                                           -----------      -----------      ----------
     Goodwill .........................    $    78,667      $    79,979      $   79,979
     Accumulated Amortization .........         15,054           23,000          24,658
                                           -----------      -----------      ----------
                                                63,613           56,979          55,321
                                           -----------      -----------      ----------
                                           $ 1,271,258      $ 1,796,356      $1,771,257
                                           ===========      ===========      ==========

</TABLE>

5. LINE OF CREDIT

     In October,  1997, RIGLP entered into a $1,000,000 line of credit agreement
with Silicon  Valley East (a Division of Silicon  Valley  Bank).  The line bears
interest at the bank's  prime rate plus 2%, and has a one year term.  Borrowings
under the line are  secured by the assets of RIGLP.  RIGLP is in  compliance  at
December 31, 1997, with the terms of the line of credit agreement which includes
covenants requiring minimum cash, working capital and partners' capital amounts,
and limits  operating  losses of RIGLP.  At December  31,  1997,  $1,000,000  of
borrowings  were  outstanding  under the  line.  Interest  paid in 1997  totaled
$17,760.

                                      F-19

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

6. RELATED PARTY TRANSACTIONS

     During 1997,  the general  partner of RIGLP  obtained a  commitment  from a
partner for an additional $1,000,000 of subordinated,  unsecured credit, bearing
interest at a rate equal to that of the line of credit.  In connection  with the
commitment,  the individual  contributing  partner has received warrants for the
purchase of 15,000 shares of stock of the general partner,  exerciseable only in
the event of an initial  public  offering or an equity funding in excess of $5.0
million ("a  triggering  event").  The warrants  have a two year term beyond the
triggering event and provide for the purchase of an equivalent  number of shares
at a price of 10% less  than the price of the stock  sold in an  initial  public
offering or an equity  funding in excess of $5.0 million.  At December 31, 1997,
$650,000 of  borrowings  were  outstanding  under the  commitment  and have been
advanced to RIGLP. Interest paid in 1997 totaled $8,055.

     Commencing  in May 1995 RIGLP  agreed to pay an investor  $10,000 per month
and the Chairman of RIGLP $6,667 per month for consulting services. During 1995,
1996 and 1997,  RIGLP  incurred  fees of  approximately  $130,000,  $200,000 and
$200,000, respectively, related to such consulting services.

7. COMMITMENTS

     RIGLP leases office space and equipment under  operating  lease  agreements
which expire at various dates through the year 2001.  Lease  agreements  provide
for various renewal terms and reimbursement of taxes, maintenance, insurance and
other  occupancy  expenses  applicable  to the leased  premises or property.  In
addition,  RIGLP,  as lessor,  also  subleases a portion of its office  space to
another tenant under a cancelable lease.

     At December 31, 1997,  future minimum lease payments under operating leases
are as follows:

<TABLE>


                    <S>                               <C>              
                      1998 ........................    $   869,100     
                      1999 ........................        738,100     
                      2000 ........................        460,000     
                      2001 ........................         90,600     
                      2002 and thereafter .........         70,000     
                                                       -----------     
                                                       $ 2,227,800     
                                                       ===========     
</TABLE>            

     Rent expense was approximately  $201,000,  $525,000 and $766,000 and rental
income was  approximately  $23,000,  $46,000 and $0 for the years ended December
31, 1995, 1996 and 1997, respectively.

8. SALES OF PARTNERSHIP UNITS

     During 1995 RIGLP sold 327,780 limited  partnership  units to two investors
for total net proceeds of approximately  $3.3 million.  The transaction  granted
the investors  liquidation  preferences  of the  investment  plus a 6% per annum
return in the event of a  liquidation.  In  addition,  beginning  April 15, 1999
through April 15, 2001, the transaction  allows the investors to liquidate their
investments under a range of alternative  strategies and exit transactions.  The
proceeds of the transaction were used to retire a related party note payable and
to fund RIGLP's working capital needs.

     On December 3, 1996,  RIGLP  completed a private  placement  (the  "Private
Placement") in which RIGLP raised approximately $5.0 million through the sale of
338,580.2  partnership  units. The proceeds of the transaction were used to fund
RIGLP's working capital needs and the NMS acquisitions.

     In May 1997,  RIGLP issued 21,428  partnership  units valued at $300,000 to
provide  compensation  to an  officer,  $150,000  of which had been  accrued  at
December 31, 1996.

                                      F-20

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS

     Unit Option Plan

     In March 1996 RIGLP  adopted  the 1996 Unit Option and Unit  Purchase  Plan
(the "Plan"),  under which 200,000  partnership units were reserved for issuance
upon the exercise of options granted to officers, executive personnel, directors
and key employees. Certain options previously granted were included in the Plan.
The option plan is administered by the Board of Directors of RIGINC. Options are
granted at prices which the Board of Directors  of RIGINC  believes  approximate
the fair market value of its limited partnership units. Individual grants become
exercisable over a period of three years from the date of grant. The contractual
term of the options range from three to ten years from the date of grant.

     Unit option activity was as follows:

<TABLE>
<CAPTION>

                                                                                 WEIGHTED-
                                              NUMBER OF                           AVERAGE
                                                UNITS       PRICE PER UNIT     EXERCISE PRICE
                                             -----------   ----------------   ---------------
<S>                                          <C>           <C>                <C>
Outstanding at December 31, 1994 .........      26,000     $         5.00        $   5.00
 Granted .................................      55,480     $        10.45        $  10.45
 Exercised ...............................          --
 Canceled or expired .....................          --
                                                ------
Outstanding at December 31, 1995 .........      81,480                           $   8.71
 Granted .................................      42,000     $        10.45        $  10.45
 Exercised ...............................     (10,000)    $         5.00        $   5.00
 Canceled or expired .....................          --
                                               -------
Outstanding at December 31, 1996 .........     113,480                           $   9.68
 Granted .................................      23,000     $ 12.34-$14.00        $  13.28
 Exercised ...............................
 Canceled or expired .....................      (5,000)    $        10.45        $  10.45
                                               -------
Outstanding at December 31, 1997 .........     131,480                           $  10.28
                                               =======
Exercisable at December 31, 1997 .........      82,277                           $   9.39
                                               =======
Exercisable at December 31, 1996 .........      57,740                           $   8.94
                                               =======
Exercisable at December 31, 1995 .........      21,870                           $   8.46
                                               =======
</TABLE>

     During 1996 RIGLP adopted the  disclosure-only  provisions of SFAS No. 123.
Accordingly,  no  compensation  cost  has  been  recognized  for the  Plan.  Had
compensation expense related to the Plan been determined based on the fair value
at the grant date for options granted in 1995, 1996 and 1997 consistent with the
provisions of SFAS No. 123, RIGLP's pro forma net loss would have been $817,408,
$2,690,009 and $3,337,420 as of December 31, 1995, 1996 and 1997,  respectively.
Such pro forma results are not  representative  of the effects on operations for
future years.

     The fair value of each option grant is estimated on the date of grant using
the  Minimum  Value  option-pricing  model with the  following  weighted-average
assumptions:  dividend  yield of 0%;  risk-free  interest rate of  approximately
6.0%; and expected life of 3 years for 1995 grants and 4 years for 1996 and 1997
grants.

                                      F-21

<PAGE>

                        REALTY INFORMATION GROUP, L.P.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

     The  following  table   summarizes   information   regarding  unit  options
outstanding at December 31, 1997:

<TABLE>
<CAPTION>

                                           NUMBER OF          WEIGHTED     
                                            OPTIONS           AVERAGE      
                 EXERCISE PRICE           OUTSTANDING     CONTRACTUAL LIFE 
                 --------------           -----------     ---------------- 
          <S>                            <C>             <C>               
            $ 5.00....................      16,000               1.9       
            $ 10.45...................      92,480               2.6       
            $ 12.34...................      10,000               4.2       
            $ 14.00...................      13,000               4.4       
                                                                           
</TABLE>  

     Employee 401(k) Plan

     Effective  January 1, 1997, RIGLP  established a 401(k) Plan (the "401(k)")
to provide retirement benefits for eligible  employees.  The 401(k) provides for
tax deferred contributions of between 1% and 15% of employees' salaries, limited
to a maximum annual amount as established by the Internal Revenue Service. RIGLP
matches  25%  of  employee  contributions  up  to  a  maximum  of  6%  of  total
compensation.  Amounts  contributed  to the  401(k)  by RIGLP to match  employee
contributions were $27,808 in 1997.

10. MANAGEMENT PLANS

     Related  to a filing  of a  Registration  Statement  on Form S-1 by  Realty
Information Group, Inc., a newly formed successor corporation, RIGLP anticipates
entering into an Agreement and Plan of Contribution  ("Agreement")  by and among
Realty Information Group, Inc., RIGLP,  RIGINC, and Jamison and the Stockholders
of Jamison,  to contribute all of RIGLP's  outstanding  partnership units (other
than those held by the general  partner) to Realty  Information  Group,  Inc. in
exchange for common stock of Realty Information Group, Inc.

                                      F-22

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

Board of Directors OLD RIG, Inc.

     We have audited the  accompanying  consolidated  balance sheets of OLD RIG,
Inc. as of December 31, 1996 and 1997, and the related  consolidated  statements
of operations,  stockholders'  deficit and cash flows for 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 OLD RIG, Inc.
at December 31, 1996 and 1997,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1997,  in
conformity with generally accepted accounting principles.

                                    /s/ Ernst & Young LLP

   
Washington, D.C.
March 12, 1998
    
                                      F-23

<PAGE>

                                 OLD RIG, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

   
<TABLE>
<CAPTION>
                                                                                                        THREE MONTHS
                                                        YEAR ENDED DECEMBER 31,                        ENDED MARCH 31,
                                          ---------------------------------------------------   -----------------------------
                                               1995             1996               1997              1997            1998
                                          -------------   ----------------   ----------------   -------------   -------------
                                                                                                         (UNAUDITED)
<S>                                       <C>             <C>                <C>              <C>             <C>
Revenues ..............................   $2,061,526      $ 4,335,966        $ 7,899,940       $1,555,473      $2,839,023
Cost of revenues ......................     930,570         2,188,136          3,412,593          717,398         904,328
                                          ----------      -----------        -----------        ----------      ----------
Gross margin ..........................   1,130,956         2,147,830          4,487,347          838,075       1,934,695
Operating expenses:
 Selling and marketing ................     566,548         2,711,823          4,373,914          862,658       1,264,454
 Software development .................     247,800           254,177            395,077          103,062         117,688
 General and administrative ...........   1,180,090         1,863,236          3,017,439          672,068         898,536
                                          ----------      -----------        -----------        ----------      ----------
Total operating expenses ..............   1,994,438         4,829,236          7,786,430        1,637,788       2,280,678
                                          ----------      -----------        -----------        ----------      ----------
Loss from operations ..................    (863,482)       (2,681,406)        (3,299,083)        (799,713)       (345,983)
Other income (expense):
Interest expense ......................     (25,950)           (2,323)           (26,421)              --         (43,550)
Interest income .......................      70,849            29,642             48,743           24,667           5,415
Other income ..........................      34,319            21,858             11,215            6,402              --
                                          ----------      -----------        -----------        ----------      ----------
Loss before minority interest .........    (784,264)       (2,632,229)        (3,265,546)        (768,644)       (384,118)
Minority interest-net loss allocated to
 limited partners of RIGLP ............     148,168           865,465          1,473,252          349,838         172,853
                                          ----------      -----------        -----------        ----------      ----------
Net loss ..............................   $(636,096)      $(1,766,764)       $(1,792,294)       $(418,806)      $(211,265)
                                          ==========      ===========        ===========        ==========      ==========
Pro forma loss per share:
 Loss per share .......................   $    (.22)      $      (.58)       $      (.56)       $    (.13)      $    (.06)
                                          ==========      ===========        ===========        ==========      ==========
 Weighted average common shares .......   2,919,315         3,028,399          3,229,160        3,184,689       3,251,395
                                          ==========      ===========        ===========        ==========      ==========

</TABLE>
    

                             See accompanying notes.

                                      F-24

<PAGE>

                                  OLD RIG, INC.

                           CONSOLIDATED BALANCE SHEETS

   
<TABLE>
<CAPTION>

                                                                       DECEMBER 31,
                                                             ---------------------------------      MARCH 31,
                                                                   1996              1997             1998
                                                             ---------------   ---------------   --------------
                                                                                                   (UNAUDITED)
<S>                                                          <C>               <C>               <C>

                          ASSETS

Current assets:
 Cash and cash equivalents ...............................    $  3,326,367      $  1,068,835      $    865,654
 Accounts receivable, less allowance for doubtful ac-
   counts of $90,000, $151,000 and $219,000 as of De-
   cember 31, 1996 and 1997 and March 31, 1998 ...........         865,535         1,021,345         1,462,271
 Prepaid expenses and other current assets ...............          56,439            26,601           540,443
                                                              ------------      ------------      ------------
Total current assets .....................................       4,248,341         2,116,781         2,868,368
Property and equipment:
 Leasehold improvements ..................................          84,950           111,623           114,043
 Furniture and equipment .................................         503,067           623,417           693,594
 Computer hardware and software ..........................         991,117         1,366,687         1,424,238
                                                              ------------      ------------      ------------
                                                                 1,579,134         2,101,727         2,231,875
Accumulated depreciation .................................        (446,430)         (799,763)         (892,895)
                                                              ------------      ------------      ------------
                                                                 1,132,704         1,301,964         1,338,980
Capitalized  product  development  costs,  net of  accumu-
 lated  amortization  of $256,000, $514,000 and $626,000 as
 of December 31, 1996 and 1997 and March 31,
 1998 ....................................................         919,749         1,261,974         1,244,387
Other assets (Note 4) ....................................       1,271,258         1,796,356         1,771,257
Deposits .................................................          97,819           104,510            91,469
                                                              ------------      ------------      ------------
Total assets .............................................    $  7,669,871      $  6,581,585      $  7,314,461
                                                              ============      ============      ============
         LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
 Accounts payable ........................................    $    405,939      $    355,416           536,082
 Accrued wages and commissions ...........................         348,644           368,667           534,996
 Accrued expenses ........................................         276,398           387,428           410,326
 Deferred revenue ........................................         969,243           902,575         1,645,545
 Line of credit ..........................................              --         1,000,000         1,000,000
 Note payable to a shareholder ...........................              --           650,000           650,000
                                                              ------------      ------------      ------------
Total current liabilities ................................       2,000,224         3,664,086         4,776,949
Minority interest-RIGLP Limited Partners' Equity .........       7,797,460         6,537,606         6,368,884
Stockholders' Deficit:

Common stock, par value $.01 per share; 1,500,000 
 shares authorized;  1,023,029, 1,044,457 and 1,044,457
 shares issued and outstanding at December 31, 1996,
 December 31, 1997 and March 31, 1998, respectively                 10,230            10,445            10,445
Additional paid in capital ...............................       5,009,116         5,308,901         5,308,901
Retained earnings (deficit) ..............................      (7,147,159)       (8,939,453)       (9,150,718)
                                                              ------------      ------------      ------------
Total stockholders' equity (deficit) .....................      (2,127,813)       (3,620,107)       (3,831,372)
                                                              ------------      ------------      ------------
Total liabilities and stockholders' deficit ..............    $  7,669,871      $  6,581,585      $  7,314,461
                                                              ============      ============      ============
</TABLE>
    

                             See accompanying notes.

                                      F-25

<PAGE>

                                  OLD RIG, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

   
<TABLE>
<CAPTION>

                                                        COMMON STOCK           ADDITIONAL        RETAINED             TOTAL
                                                  -------------------------      PAID-IN         EARNINGS         STOCKHOLDERS'
                                                     SHARES        AMOUNT        CAPITAL          DEFICIT            DEFICIT
                                                  ------------   ----------   ------------   ----------------   ----------------
<S>                                               <C>            <C>          <C>            <C>                <C>
Balance at December 31, 1994 ..................      887,782      $ 8,878     $4,247,993       $ (4,744,299)      $   (487,428)
 Issuance of common stock .....................       75,000          750         16,725                 --             17,475
 Net loss .....................................           --           --             --           (636,096)          (636,096)
                                                     -------      -------     ----------       ------------       ------------
Balance at December 31, 1995 ..................      962,782        9,628      4,264,718         (5,380,395)        (1,106,049)
 Issuance of common stock .....................       60,247          602        744,398                 --            745,000
 Net loss .....................................           --           --             --         (1,766,764)        (1,766,764)
                                                     -------      -------     ----------       ------------       ------------
Balance at December 31, 1996 ..................    1,023,029       10,230      5,009,116         (7,147,159)        (2,127,813)
 Issuance of common stock .....................       21,428          215        299,785                 --            300,000
 Net loss .....................................           --           --             --         (1,792,294)        (1,792,294)
                                                   ---------      -------     ----------       ------------       ------------
Balance at December 31, 1997 ..................    1,044,457       10,445      5,308,901         (8,939,453)        (3,620,107)
                                                   ---------      -------     ----------       ------------       ------------
 Net loss .....................................           --           --             --           (211,265)          (211,265)
                                                   ---------      -------     ----------       ------------       ------------
Balance at March 31, 1998 (unaudited) .........    1,044,457      $10,445     $5,308,901       $ (9,150,718)      $ (3,831,372)
                                                   =========      =======     ==========       ============       ============
</TABLE>
    

                             See accompanying notes.

                                      F-26

<PAGE>

                                  OLD RIG, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                 YEAR ENDED DECEMBER 31,
                                                    -------------------------------------------------
                                                          1995            1996             1997
                                                    --------------- ---------------- ----------------
<S>                                                 <C>             <C>              <C>
Operating activities:
 Net loss .........................................  $   (636,096)    $ (1,766,764)    $ (1,792,294)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Minority interest ..............................      (148,168)        (865,465)      (1,473,252)
   Depreciation ...................................       107,090          212,030          353,333
   Amortization ...................................        92,207          266,986          487,144
   Loss on sale of property and equipment .........         8,302               --               --
   Provision for losses on accounts receivable.....        23,000           30,000           61,343
   Non cash compensation charges ..................            --               --          157,459
    Changes in operating assets and liabilities:
     Accounts receivable ..........................      (112,162)        (470,117)        (217,153)
     Prepaid expenses and other current as-
      sets ........................................       (25,018)         (22,942)          29,838
     Deposits .....................................       (38,186)         (33,152)          (6,691)
     Accounts payable and accrued expenses                175,893          667,649          230,530
     Deferred revenue .............................        99,609          157,410          (66,668)
                                                     ------------     ------------     ------------
 Net cash provided by (used in) operating ac-
   tivities .......................................      (453,529)      (1,824,365)      (2,236,411)
Investing activities:
 Net purchases of property and equipment ..........      (635,965)        (631,385)        (522,592)
 Capitalization of product development costs ......      (432,683)        (347,065)        (600,670)
 Acquisitions (net of acquired cash) ..............            --           25,924         (547,859)
                                                     ------------     ------------     ------------
 Net cash used in investing activities ............    (1,068,648)        (952,526)      (1,671,121)
Financing activities:
 Payments on note and accrued interest ............      (627,150)              --               --
 Proceeds from line of credit .....................            --               --        1,000,000
 Proceeds from note payable .......................            --               --          650,000
 Net proceeds from capital contributions ..........     3,345,155        4,775,135               --
                                                     ------------     ------------     ------------
 Net cash provided by financing activities ........     2,718,005        4,775,135        1,650,000
 Net increase (decrease) in cash and cash equiv-
   alents .........................................     1,195,828        1,998,244       (2,257,532)
 Cash and cash equivalents at beginning of pe-
   riod ...........................................       132,295        1,328,123        3,326,367
                                                     ------------     ------------     ------------
 Cash and cash equivalents at end of period .......  $  1,328,123     $  3,326,367     $  1,068,835
                                                     ============     ============     ============



</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED
                                                             AT MARCH 31,
                                                    ------------------------------
                                                          1997           1998
                                                    --------------- --------------
                                                               (UNAUDITED)
<S>                                                 <C>             <C>
Operating activities:
 Net loss .........................................  $    (418,806)   $ (211,265)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Minority interest ..............................       (349,838)     (172,853)
   Depreciation ...................................         80,966        93,132
   Amortization ...................................         99,772       137,305
   Loss on sale of property and equipment .........             --            --
   Provision for losses on accounts receivable.....         12,206        46,935
   Non cash compensation charges ..................          2,193         4,131
    Changes in operating assets and liabilities:
     Accounts receivable ..........................        112,670      (487,861)
     Prepaid expenses and other current as-
      sets ........................................         (2,057)     (513,842)
     Deposits .....................................         (4,589)       13,041
     Accounts payable and accrued expenses                 299,427       369,893
     Deferred revenue .............................        (59,230)      742,970
                                                     -------------    ----------
 Net cash provided by (used in) operating ac-
   tivities .......................................       (227,286)       21,586
Investing activities:
 Net purchases of property and equipment ..........       (249,228)     (130,149)
 Capitalization of product development costs ......       (143,110)      (94,618)
 Acquisitions (net of acquired cash) ..............       (547,859)
                                                     -------------
 Net cash used in investing activities ............       (940,197)     (224,767)
Financing activities:
 Payments on note and accrued interest ............             --            --
 Proceeds from line of credit .....................             --            --
 Proceeds from note payable .......................             --            --
 Net proceeds from capital contributions ..........             --            --
                                                     -------------    ----------
 Net cash provided by financing activities ........             --            --
 Net increase (decrease) in cash and cash equiv-
   alents .........................................     (1,167,483)     (203,181)
 Cash and cash equivalents at beginning of pe-
   riod ...........................................      3,326,367     1,068,835
                                                     -------------    ----------
 Cash and cash equivalents at end of period .......  $   2,158,884    $  865,654
                                                     =============    ==========

</TABLE>

                            See accompanying notes.

                                      F-27

<PAGE>

                                  OLD RIG, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

     OLD RIG, INC. ("RIGINC") is the majority owner of Realty Information Group,
L.P.  (RIGLP) and is its General  Partner.  RIGINC has no operations of its own.
RIGLP has created a  proprietary  database  (the  "Database")  of  comprehensive
office and industrial real estate  information in seven major metropolitan areas
throughout  the United States.  In addition,  RIGLP has developed a portfolio of
multimedia  software  products that allow  clients to access the  Database.  The
Database and software  products are  distributed  to its clients  under  license
agreements which are typically one to three years in duration.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The  consolidated  financial  statements of RIGINC  include the accounts of
RIGLP and of New Market Systems,  Inc.  ("NMS")  acquired on March 1, 1997 (Note
3).

     Unaudited Interim Statements

     The  consolidated  financial  statements  as of March 31,  1998 and for the
three  months  ended  March 31, 1998 and 1997 are  unaudited.  In the opinion of
management,  such financial  statements reflect all adjustments  necessary for a
fair  presentation of the results of the respective  interim  periods.  All such
adjustments are of a normal recurring nature.

     Reclassifications

   
     Certain  amounts  in the 1995  and  1996  financial  statements  have  been
reclassified  to conform with the 1997  presentation.  In  addition,  on May 23,
1996, RIGINC was re-incorporated as a Delaware corporation,  changing authorized
common stock to 1,500,000 shares at a par value of $.01 per share.  Accordingly,
common stock and additional  paid-in capital accounts have been  reclassified to
reflect this change for all periods presented.     

     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 at the
date of the  financial  statements  and the  associated  amounts of revenues and
expenses  during the  reporting  period.  Actual  results  could differ from the
estimates.

     Revenue Recognition

     Revenue  from the sale of  licenses  to the  proprietary  software  and the
Database is  recognized on a  straight-line  basis over the term of the license,
which is typically from one to three years.

     Cash and Cash Equivalents

     RIGINC's  cash and  cash  equivalents  include  highly  liquid  instruments
purchased with an original maturity of less than three months.

     Property and Equipment

     Property and equipment,  including  leasehold  improvements,  are stated at
cost and depreciated using the straight-line  method over estimated useful lives
of three to seven years. Leasehold improvements are amortized over the lesser of
the related lease term or the useful life.

                                      F-28

<PAGE>

                                 OLD RIG, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

     Capitalized Product Development Costs

     Initial  costs to develop and produce the Database  and software  products,
including direct labor, contractors and applicable overhead are capitalized from
the time technological feasibility is determined until product release. Prior to
technological feasibility, such costs are classified as software development and
expensed as incurred.  Amortization of capitalized costs is based on the greater
of the amount  computed using (a) the ratio of current gross revenues to the sum
of current and anticipated gross revenues,  or (b) the straight-line method over
the remaining estimated economic life of the product, typically five years after
product  release.  Included in amortization is approximately  $75,000,  $181,000
$287,000 and $112,000 of expense related to the capitalized  product development
costs for the years ended December 31, 1995,  1996 and 1997 and the three months
ended March 31, 1998, respectively.

     Intangible Assets

     The value  assigned to the customer base  acquired  through the purchase of
NMS and Chicago  Resource,  Inc.,  and goodwill,  resulting from the purchase of
Space  Datagraphics  Systems,  Inc., in December 1994, are being  amortized on a
straight-line basis over ten years.  RIGINC continuously  evaluates and adjusts,
if necessary, the net realizable value of these assets.

     Income Taxes

     RIGINC is a Subchapter S Corporation  for federal income tax purposes under
which income,  losses,  deductions  and credits are allocated to and reported by
the individual  stockholders of the corporation.  Accordingly,  no provision for
income tax has been recorded in the financial statements. Upon the effectiveness
of the Registration Statement on Form S-1 (see note 10), RIGINC will become part
of  Realty  Information  Group,  Inc.,  the  successor,  and  will be taxed as a
C-Corporation.  Had the  S-Corporation  operated as a C-Corporation for the year
ended  December  31,  1995,  1996 and 1997 and the three  months ended March 31,
1998,  their would be no income taxes recorded as a result of the losses for the
periods.  NMS is a  corporation  which  provides  for  income  taxes  under  the
provisions  of  Statement  of  Financial  Accounting  Standards  No.  109. As of
December 31, 1997, NMS had net loss carryforwards of approximately  $522,000.  A
valuation  allowance has been  established  against the related net deferred tax
asset in its entirety.

     Unit Based Compensation

     In October 1995, the Financial  Accounting Standards Board issued Statement
of Financial  Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation"  which is effective  for the RIGLP's  financial  statements  after
1995.  SFAS No. 123 allows  companies  to account for  stock-based  compensation
under the  provisions  of either  SFAS No. 123 or  Accounting  Principles  Board
("APB")  Opinion No. 25,  "Accounting  for Stock Issued to Employees",  with pro
forma  disclosure  as if the  measurement  provision  of SFAS  No.  123 had been
adopted.  RIGINC  applies  these  principles  and  accounts for RIGLP unit based
compensation  in  accordance  with the  provisions  of APB No. 25. As such,  the
adoption  of SFAS No. 123 does not impact the  financial  position or results of
operations of RIGINC.

     Advertising Costs

     Advertising costs are expensed as incurred.  Such costs included in selling
and marketing expense totaled  approximately  $125,698,  $203,659,  $397,966 and
$53,908 for the years ended  December  31,  1995,  1996,  and 1997 and the three
months ended March 31, 1998, respectively.

                                      F-29

<PAGE>

                                  OLD RIG, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

     Concentration of Credit Risk

     RIGINC  performs  ongoing credit  evaluations  of its customers'  financial
condition and generally does not require  collateral.  RIGINC maintains reserves
for credit losses, and such losses have been within  management's  expectations.
The credit risk in accounts  receivable is mitigated by the large and widespread
customer  base and lack of  dependence  on  individual  customers.  The carrying
amount of the accounts receivable approximates their net realizable value.

   
     Earnings Per Share

     In February 1997, the Financial Accounting Standards Board issued Statement
No. 128,  "Earnings Per Share." The effect of options,  warrants or  convertible
securities  are not included in the earning per share  calculation,  as they are
anti-dilutive.  All  earnings  per  share  amounts  for all  periods  have  been
presented to conform to the Statement 128 requirements.
    

     Recent Pronouncements

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130 ("SFAS 130"),  "Comprehensive  Income",
which is required to be adopted for the year ended  December 31, 1998.  SFAS 130
requires that an enterprise (a) classify items of other comprehensive  income by
their nature in the financial statements and (b) display the accumulated balance
of other  comprehensive  income separately from retained earnings and additional
paid-in capital in the Statements of Stockholders'  Deficit.  The implementation
of SFAS 130, "Comprehensive Income",  information on the financial statements is
not  expected to be material.  For all periods  presented,  including  the three
months ended March 31,  1998,  RIGINC had no item of  comprehensive  income and,
according, the Statement does not apply.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments
of an Enterprise and Related  Information",  which is required to be adopted for
the year ended  December  31,  1998.  SFAS 131 changes the way public  companies
report  segment  information  in annual  financial  statements and also requires
those  companies to report  selected  segment  information in interim  financial
reports to stockholders. The disclosure for segment information on the financial
statements is not expected to be material.

     In October 1997, the AICPA issued SOP 97-2,  Software Revenue  Recognition,
which  changes  the   requirements   for  revenue   recognition   effective  for
transactions  that the Company will enter into  beginning  January 1, 1998.  The
implementation  of SOP 97-2 is not  expected  to have a  material  effect on the
financial  statements of RIGLP.  As of January 1, 1998 the Company adopted AICPA
SOP 97-2,  Software  Revenue  Recognition,  which was effective for transactions
that RIGINC entered into in 1988.  Prior years were not restated.  The effect of
adopting SOP 97-2 was not material in the  financial  statements  of RIGINC.  In
March 1998,  AcSEC issued SOP 98-4 which defers for one year the  implementation
of certain  provisions  of SOP 97-2.  The  issuance of SOP 98-4 had no effect on
RIGINC.

3. ACQUISITIONS

     On  April  1,  1996,  RIGLP  expanded  to the  Chicago  area by  purchasing
substantially  all of the  assets and  liabilities  of  Chicago  ReSource,  Inc.
("CRI"),  through  the  issuance  of  114,640.55  partnership  units  valued  at
$1,200,000.  On March 1, 1997 RIGLP expanded to the San Francisco area through a
purchase of 99.3% of the outstanding shares of New Market Systems, Inc. ("NMS"),
a  California  corporation,  through the  exchange of 14,710  partnership  units
valued at $206,000 and payment of $550,000 in cash. The accompanying  statements
of operations  reflect the operating  results of CRI and NMS since the effective
date of the acquisition.  Except for cash acquired, these transactions have been
excluded  from the  statements  of cash flows and have been  accounted for using
purchase accounting.

                                      F-30

<PAGE>

                                  OLD RIG, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

3. ACQUISITIONS - (CONTINUED)

     The pro forma unaudited  results of operations for the years ended December
31, 1996 and 1997,  assuming the purchase of CRI and NMS had been consummated as
of January 1 of each year, respectively, are as follows:

<TABLE>
<CAPTION>

                                                1996                1997      
                                         -----------------   -----------------
          <S>                            <C>                 <C>              
            Revenues .................     $   4,576,000       $   7,960,000  
                                           =============       =============  
                                                                              
            Net loss .................     $  (2,810,000)      $  (3,386,000) 
                                           =============       =============  
                                                                              
</TABLE>  

4. OTHER ASSETS

     Other assets consists of intangible assets as follows:

<TABLE>
<CAPTION>

                                                   DECEMBER 31,               MARCH 31,
                                          -------------------------------   -------------
                                               1996             1997             1998
                                          --------------   --------------   -------------
<S>                                       <C>              <C>              <C>
     Acquired contracts ...............    $ 1,286,259      $ 2,041,289      $2,041,289
     Accumulated Amortization .........         78,614          301,912         325,353
                                           -----------      -----------      ----------
                                           $ 1,207,645      $ 1,739,377      $1,715,936
                                           ===========      ===========      ==========
     Goodwill .........................    $    78,667      $    79,979      $   79,979
     Accumulated Amortization .........         15,054           23,000          24,659
                                           -----------      -----------      ----------
                                                63,613           56,979          55,320
                                           -----------      -----------      ----------
                                           $ 1,271,258      $ 1,796,356      $1,771,256
                                           ===========      ===========      ==========

</TABLE>

5. LINE OF CREDIT

     In October, 1997, RIGINC entered into a $1,000,000 line of credit agreement
with Silicon  Valley East (a Division of Silicon  Valley  Bank).  The line bears
interest at the bank's  prime rate plus 2%, and has a one year term.  Borrowings
under the line are secured by the assets of RIGINC.  RIGINC is in  compliance at
December 31, 1997, with the terms of the line of credit agreement which includes
covenants requiring minimum cash, working capital and partners' capital amounts,
and limits  operating  losses of RIGINC.  At December  31, 1997,  $1,000,000  of
borrowings  were  outstanding  under the  line.  Interest  paid in 1997  totaled
$17,760.

6. RELATED PARTY TRANSACTIONS

     During  1997,  RIGINC  obtained  a  commitment  from a  shareholder  for an
additional $1,000,000 of subordinated,  unsecured credit,  bearing interest at a
rate equal to that of the line of credit. In connection with the commitment, the
individual  has received  warrants  for the purchase of 15,000  shares of stock,
exerciseable  only in the  event of an  initial  public  offering  or an  equity
funding in excess of $5.0 million ("a  triggering  event").  The warrants have a
two year term beyond the  triggering  event and  provide for the  purchase of an
equivalent  number  of shares at a price of 10% less than the price of the stock
sold in an  initial  public  offering  or an  equity  funding  in excess of $5.0
million. At December 31, 1997, $650,000 of borrowings were outstanding under the
commitment  and have been  advanced  to RIGINC.  Interest  paid in 1997  totaled
$8,055.

     Commencing in May 1995 RIGINC  agreed to pay an investor  $10,000 per month
and the  Chairman of RIGINC  $6,667 per month for  consulting  services.  During
1995, 1996 and 1997,  RIGINC incurred fees of approximately  $130,000,  $200,000
and $200,000, respectively, related to such consulting services.

                                      F-31

<PAGE>

                                  OLD RIG, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7. COMMITMENTS

     RIGLP leases office space and equipment under  operating  lease  agreements
which expire at various dates through the year 2001.  Lease  agreements  provide
for various renewal terms and reimbursement of taxes, maintenance, insurance and
other  occupancy  expenses  applicable  to the leased  premises or property.  In
addition,  RIGLP,  as lessor,  also  subleases a portion of its office  space to
another tenant under a cancelable lease.

     At December 31, 1997,  future minimum lease payments under operating leases
are as follows:

<TABLE>


                    <S>                               <C>              
                      1998 ........................    $   869,100     
                      1999 ........................        738,100     
                      2000 ........................        460,000     
                      2001 ........................         90,600     
                      2002 and thereafter .........         70,000     
                                                       -----------     
                                                       $ 2,227,800     
                                                       ===========     
</TABLE>                                                               
                    
     Rent expense was approximately  $201,000,  $525,000 and $766,000 and rental
income was  approximately  $23,000,  $46,000 and $0 for the years ended December
31, 1995, 1996 and 1997, respectively.

8. COMMON STOCK AND SALES OF PARTNERSHIP UNITS

     In March 1996, the Company  recorded a 40:1 stock split,  and in January of
1997, a 1000:928 reverse stock split.  All shares amounts and transactions  have
been restated to refelect the split as of January 1, 1995.

     During 1995 RIGLP sold 327,780 limited  partnership  units to two investors
for total net proceeds of approximately  $3.3 million.  The transaction  granted
the investors  liquidation  preferences  of the  investment  plus a 6% per annum
return in the event of a  liquidation.  In  addition,  beginning  April 15, 1999
through April 15, 2001, the transaction  allows the investors to liquidate their
investments under a range of alternative  strategies and exit transactions.  The
proceeds of the transaction were used to retire a related party note payable and
to fund RIGLP's working capital needs.

     On December 3, 1996,  RIGLP  completed a private  placement  (the  "Private
Placement") in which RIGLP raised approximately $5.0 million through the sale of
338,580.2  partnership  units. The proceeds of the transaction were used to fund
RIGLP's working capital needs and the NMS acquisitions.

     In May 1997,  RIGLP issued 21,428  partnership  units valued at $300,000 to
provide  compensation  to an  officer,  $150,000  of which had been  accrued  at
December 31, 1996.

9. EMPLOYEE BENEFIT PLANS

     Unit Option Plan

     In March 1996 RIGLP  adopted  the 1996 Unit Option and Unit  Purchase  Plan
(the "Plan"),  under which 200,000  partnership units were reserved for issuance
upon the exercise of options granted to officers, executive personnel, directors
and key employees. Certain options previously granted were included in the Plan.
The option plan is administered by the Board of Directors of RIGINC. Options are
granted at prices which the Board of Directors  of RIGINC  believes  approximate
the fair market value of its limited partnership units. Individual grants become
exercisable over a period of three years from the date of grant. The contractual
term of the options range from three to ten years from the date of grant.

                                      F-32

<PAGE>

                                 OLD RIG, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

     Unit option activity was as follows:

<TABLE>
<CAPTION>

                                                                                 WEIGHTED-
                                              NUMBER OF                           AVERAGE
                                                UNITS       PRICE PER UNIT     EXERCISE PRICE
                                             -----------   ----------------   ---------------
<S>                                          <C>           <C>                <C>
Outstanding at December 31, 1994 .........      26,000     $         5.00        $   5.00
 Granted .................................      55,480     $        10.45        $  10.45
 Exercised ...............................          --
 Canceled or expired .....................          --
                                                ------
Outstanding at December 31, 1995 .........      81,480                           $   8.71
 Granted .................................      42,000     $        10.45        $  10.45
 Exercised ...............................     (10,000)    $         5.00        $   5.00
 Canceled or expired .....................          --
                                               -------
Outstanding at December 31, 1996 .........     113,480                           $   9.68
 Granted .................................      23,000     $ 12.34-$14.00        $  13.28
 Exercised ...............................
 Canceled or expired .....................      (5,000)    $        10.45        $  10.45
                                               -------
Outstanding at December 31, 1997 .........     131,480                           $  10.28
                                               =======
Exercisable at December 31, 1997 .........      82,277                           $   9.39
                                               =======
Exercisable at December 31, 1996 .........      57,740                           $   8.94
                                               =======
Exercisable at December 31, 1995 .........      21,870                           $   8.46
                                               =======
</TABLE>

     During 1996 RIGLP adopted the  disclosure-only  provisions of SFAS No. 123.
Accordingly,  no  compensation  cost  has  been  recognized  for the  Plan.  Had
compensation expense related to the Plan been determined based on the fair value
at the grant date for options granted in 1995, 1996 and 1997 consistent with the
provisions of SFAS No. 123, RIGLP's pro forma net loss would have been $817,408,
$2,690,009 and $3,337,420 as of December 31, 1995, 1996 and 1997,  respectively.
Such pro forma results are not  representative  of the effects on operations for
future years.

     The fair value of each option grant is estimated on the date of grant using
the  Minimum  Value  option-pricing  model with the  following  weighted-average
assumptions:  dividend  yield of 0%;  risk-free  interest rate of  approximately
6.0%; and expected life of 3 years for 1995 grants and 4 years for 1996 and 1997
grants.

     The  following  table   summarizes   information   regarding  unit  options
outstanding at December 31, 1997:

<TABLE>
<CAPTION>

                                                NUMBER OF          WEIGHTED    
                                                 OPTIONS           AVERAGE     
                      EXERCISE PRICE           OUTSTANDING     CONTRACTUAL LIFE
                      --------------           -----------     ----------------
               <S>                            <C>             <C>              
                 $ 5.00....................      16,000               1.9      
                 $ 10.45...................      92,480               2.6      
                 $ 12.34...................      10,000               4.2      
                 $ 14.00...................      13,000               4.4      
                                                                               
</TABLE>       

                                      F-33

<PAGE>

                                  OLD RIG, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

     Employee 401(k) Plan

     Effective  January 1, 1997, RIGLP  established a 401(k) Plan (the "401(k)")
to provide retirement benefits for eligible  employees.  The 401(k) provides for
tax deferred contributions of between 1% and 15% of employees' salaries, limited
to a maximum annual amount as established by the Internal Revenue Service. RIGLP
matches  25%  of  employee  contributions  up  to  a  maximum  of  6%  of  total
compensation.  Amounts  contributed  to the  401(k)  by RIGLP to match  employee
contributions were $27,808 in 1997.

   

10. PRO FORMA LOSS PER SHARE

     The  following  table sets  forth the  computation  of pro forma  basic and
diluted loss per share.  Shares  presented  give effect to the  contribution  of
RIGINC shares in exchange for Realty Information Group, Inc. shares at a rate of
3.113 per share.
    

   
<TABLE>
<CAPTION>

                                                                                                  THREE MONTHS ENDED
                                                        YEARS ENDED DECEMBER 31,                       MARCH 31,
                                            ------------------------------------------------ -----------------------------
                                                 1995            1996             1997            1997           1998
                                            -------------- ---------------- ---------------- -------------- --------------
                                                                                                      (UNAUDITED)
<S>                                         <C>            <C>              <C>              <C>            <C>
Numerator:
 Net loss .................................   $ (636,096)    $ (1,766,764)    $ (1,792,294)    $ (418,806)    $ (211,265)
                                              ----------     ------------     ------------     ----------     ----------
Denominator:
 Denominator for basic loss per share--
   weighted-average shares ................    2,919,315        3,028,399        3,229,160      3,184,689      3,251,395
                                              ----------     ------------     ------------     ----------     ----------
 Dilutive potential common shares .........           --               --               --             --             --
 Denominator for diluted loss per
   share--adjusted weighted-average
   shares and assumed conversions .........    2,919,315        3,028,399        3,229,160      3,184,689      3,251,395
                                              ----------     ------------     ------------     ----------     ----------
Pro forma basic loss per share ............   $    (0.22)    $      (0.58)    $      (0.56)    $    (0.13)    $    (0.06)
                                              ----------     ------------     ------------     ----------     ----------
Pro forma diluted loss per share ..........   $    (0.22)    $      (0.58)    $      (0.56)    $    (0.13)    $    (0.06)
                                              ----------     ------------     ------------     ----------     ----------
</TABLE>
    

   
11. MANAGEMENT PLANS

    
     Related  to a filing  of a  Registration  Statement  on Form S-1 by  Realty
Information   Group,  Inc.,  a  newly  formed  successor   corporation,   RIGINC
anticipates entering into an Agreement and Plan of Contribution ("Agreement") by
and among Realty  Information  Group,  Inc., RIGLP,  RIGINC, and Jamison and the
Stockholders of Jamison, to contribute all of RIGINC's  outstanding common stock
to Realty  Information  Group,  Inc.  in  exchange  for  common  stock of Realty
Information Group, Inc.

                                      F-34

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

Board of Directors
Jamison Research, Inc.

     We have audited the accompanying  balance sheets of Jamison Research,  Inc.
as of December  31, 1996 and 1997,  and the related  statements  of  operations,
stockholders'  deficit and cash flows for the years then ended.  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 financial  position of Jamison Research,  Inc. at
December 31, 1996 and 1997, and the results of its operations and its cash flows
for the years then ended,  in  conformity  with  generally  accepted  accounting
principles.

                                             /s/ Ernst & Young LLP

Washington, D.C.
January 16, 1998

                                      F-35

<PAGE>

                            JAMISON RESEARCH, INC.

                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                         THREE MONTHS
                                                     YEAR ENDED DECEMBER 31,            ENDED MARCH 31,
                                                  -----------------------------   ---------------------------
                                                       1996            1997           1997           1998
                                                  -------------   -------------   -----------   -------------
                                                                                          (UNAUDITED)
<S>                                               <C>             <C>             <C>           <C>
 Revenues .....................................    $2,501,865      $3,664,198      $ 822,085     $1,048,529
 Costs of revenues ............................     1,080,573       1,378,946        350,830        357,104
                                                   ----------      ----------      ---------     ----------
 Gross margin .................................     1,421,292       2,285,252        471,255        691,425
 Selling, general and administrative ex-
   penses .....................................     1,636,502       2,200,662        460,668        525,923
 Software development expenses ................       110,320          51,501         21,111             --
                                                   ----------      ----------      ---------     ----------
 Total operating expenses .....................     1,746,822       2,252,163        481,779        525,923
                                                   ----------      ----------      ---------     ----------
 Income (loss) from operations ................      (325,530)         33,089        (10,524)       165,502
 Other income (expense):
    Interest income ...........................         4,879           1,755          4,461             --
    Other income ..............................         2,251           5,883          5,218            466
    Interest expense ..........................       (12,677)        (23,758)        (5,079)        (3,079)
    Other expense .............................        (8,090)        (18,670)            --             --
                                                   ----------      ----------      ---------     ----------
                                                      (13,637)        (34,790)         4,600         (2,613)
                                                   ----------      ----------      ---------     ----------
 Income (loss) before income taxes ............      (339,167)         (1,701)        (5,924)       162,889
 Provision (benefit) for income taxes .........      (121,600)          3,700             --        (59,000)
                                                   ----------      ----------      ---------     ----------
 Net income (loss) ............................    $ (217,567)     $   (5,401)     $  (5,924)    $  103,889
                                                   ==========      ==========      =========     ==========
 Net income (loss) per share ..................    $   (24.17)     $     (.60)     $    (.66)    $    11.54
                                                   ==========      ==========      =========     ==========
 Common shares outstanding ....................         9,000           9,000          9,000          9,000
                                                   ==========      ==========      =========     ==========

</TABLE>

                             See accompanying notes.

                                      F-36

<PAGE>

                            JAMISON RESEARCH, INC.

                                BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                         DECEMBER 31,
                                                                 -----------------------------    AT MARCH 31,
                                                                      1996            1997            1998
                                                                 -------------   -------------   -------------
                                                                                                  (UNAUDITED)
<S>                                                              <C>             <C>             <C>

                           ASSETS

Current assets:
 Cash ........................................................    $   63,286      $  118,550      $  331,807
 Accounts receivable, less allowance for doubtful ac-
   counts of $0, $9,700 and $1,000 as of December 31,
   1996 and 1997 and March 31, 1998 ..........................        84,179          84,730          66,289
 Refundable income taxes .....................................         5,600           5,600              --
 Prepaid expenses and other current assets ...................            --          19,205              --
 Deferred tax asset ..........................................       127,000         126,500         136,500
                                                                  ----------      ----------      ----------
    Total current assets .....................................       280,065         354,585         534,596
Property and equipment:
 Furniture and equipment .....................................       262,126         281,865         282,233
 Computer hardware and software ..............................       178,693         223,518         232,965
                                                                  ----------      ----------      ----------
                                                                     440,819         505,383         515,198
 Accumulated depreciation ....................................      (204,373)       (280,949)       (308,439)
                                                                  ----------      ----------      ----------
                                                                     236,446         224,434         206,759
Capitalized product development cost, net of accumulated
 amortization of $31,314, $61,580 and $69,147 as of De-
 cember 31, 1996 and 1997 and March 31, 1998 .................       120,016          89,750          82,183
Deposits .....................................................           474             474             474
                                                                  ----------      ----------      ----------
    Total assets .............................................    $  637,001      $  669,243      $  824,012
                                                                  ==========      ==========      ==========
           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses ........................    $  144,859      $  217,133      $  133,355
Accrued income taxes payable .................................            --           3,200          69,400
Deferred revenue .............................................       223,934         320,385         395,604
Advances from stockholders ...................................       180,090         110,672         109,853
Current portion of long-term debt ............................        86,667          29,442          29,567
                                                                  ----------      ----------      ----------
    Total current liabilities ................................       635,550         680,832         737,779
Long-term debt, net of current portion .......................        45,088          37,449          31,382
Stockholders' deficit:
Common  stock,  $0.10 par value;  500,000  shares  authorized;
 9,000 issued and outstanding as of December
 31, 1996 and 1997 ...........................................           900             900             900
Retained earnings (deficit) ..................................       (44,537)        (49,938)         53,951
                                                                  ----------      ----------      ----------
Total stockholders' equity (deficit) .........................       (43,637)        (49,038)         54,851
                                                                  ----------      ----------      ----------
Total liabilities and stockholders' equity (deficit) .........    $  637,001      $  669,243      $  824,012
                                                                  ==========      ==========      ==========
</TABLE>

                             See accompanying notes.

                                      F-37

<PAGE>

                            JAMISON RESEARCH, INC.

                 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                                             TOTAL
                                                                           RETAINED      STOCKHOLDERS'
                                                     COMMON STOCK          EARNINGS         EQUITY
                                                   SHARES     AMOUNT      (DEFICIT)        (DEFICIT)
                                                  --------   --------   -------------   --------------
<S>                                               <C>        <C>        <C>             <C>
Balance at December 31, 1995 ..................    9,000      $ 900      $  173,030       $  173,930
 Net loss .....................................       --         --        (217,567)        (217,567)
                                                   -----      -----      ----------       ----------
Balance at December 31, 1996 ..................    9,000        900         (44,537)         (43,637)
 Net loss .....................................       --         --          (5,401)          (5,401)
                                                   -----      -----      ----------       ----------
Balance at December 31, 1997 ..................    9,000        900         (49,938)         (49,038)
 Net income ...................................                             103,889          103,889
                                                                         ----------       ----------
Balance at March 31, 1998 (unaudited) .........    9,000        900      $   53,951       $   54,851
                                                   =====      =====      ==========       ==========
</TABLE>

                            See accompanying notes.

                                      F-38

<PAGE>

                            JAMISON RESEARCH, INC.

                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                          THREE MONTHS ENDED
                                                         YEAR ENDED DECEMBER 31,              MARCH 31,
                                                      -----------------------------   --------------------------
                                                           1996            1997           1997           1998
                                                      --------------   ------------   ------------   -----------
                                                                                             (UNAUDITED)
<S>                                                   <C>              <C>            <C>            <C>
Operating activities:
 Net income (loss) ................................     $ (217,567)     $   (5,401)    $  (5,924)     $ 103,889
 Adjustments to reconcile net income to net
   cash used in operating activities:
   Depreciation ...................................        118,841         113,681        23,020         27,490
   Amortization ...................................         23,959          30,266         7,567          7,567
   Provision for losses on accounts receivable.....             --           9,686            --          1,000
   Deferred income taxes ..........................       (116,000)            500            --        (10,000)
   Non-cash compensation to stockholders ..........             --          27,036            --             --
Changes in operating assets and liabilities
 Accounts receivable ..............................        (22,136)        (10,237)      (44,015)        17,441
 Prepaid expenses and other current assets ........          8,150         (19,205)           --         19,205
 Refundable (accrued) income taxes ................         (5,600)          3,200            --         71,800
 Accounts payable and accrued expenses ............         77,364          72,274        51,437        (83,778)
 Deferred revenue .................................         61,471          44,518        28,509         75,219
                                                        ----------      ----------     ---------      ---------
Net cash (used in) provided by operating activi-
 ties .............................................        (71,518)        266,318        60,594        229,833
Investing activities:
 Purchase of property and equipment ...............        (71,048)        (76,772)      (28,678)        (9,815)
 Capitalized product development cost .............        (45,476)             --            --             --
                                                        ----------      ----------     ---------      ---------
Net cash used in investing activities .............       (116,524)        (76,772)      (28,678)        (9,815)
Financing activities:
 Re-payments of advances from stockholders ........             --         (69,418)           --           (819)
 Proceeds from advances from stockholders .........        130,090              --        35,333             --
 Re-payments of long-term debt ....................             --         (64,864)      (13,144)        (5,942)
 Proceeds from long-term debt .....................         69,793              --            --             --
                                                        ----------      ----------     ---------      ---------
Net cash provided by (used in) financing activi-
 ties .............................................        199,883        (134,282)       22,189         (6,761)
                                                        ----------      ----------     ---------      ---------
Net increase in cash and cash equivalents .........         11,841          55,264        54,105        213,257
Cash at beginning of period .......................         51,445          63,286        63,286        118,550
                                                        ----------      ----------     ---------      ---------
Cash at end of period .............................     $   63,286      $  118,550     $ 117,391      $ 331,807
                                                        ==========      ==========     =========      =========
</TABLE>

                            See accompanying notes.

                                      F-39

<PAGE>

                             JAMISON RESEARCH, INC.

                         NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

     Jamison Research, Inc. ("Jamison") was incorporated in the State of Georgia
on January 19, 1984.  Jamison  develops and maintains a proprietary  database of
commercial real estate information in the Atlanta and Dallas  metropolitan areas
using proprietary software that permits access to its database. The database and
software  are  distributed  to its  clients  under  monthly  and annual  license
agreements.  Jamison also provides  various  market  specific  reports using its
database of information which are sold on an individual and subscription basis.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Use of Estimates

     The  preparation of the 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 at the
date of the  financial  statements  and the  associated  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     Unaudited Interim Statements

     The  financial  statements  as of March 31,  1998 and for the three  months
ended March 31, 1998 and 1997 are unaudited. In the opinion of management,  such
financial  statements reflect all adjustments  necessary for a fair presentation
of the results of the respective interim periods.  All such adjustments are of a
normal recurring nature.

     Revenue Recognition

     Jamison  recognizes  revenue from the sale of licenses to the database on a
straight  line basis over the term of the license  agreement  which is typically
one year or less.  Revenue  from market  specific  reports are  recognized  when
delivered to the customer.

     Cash and Cash Equivalents

     Jamison's  cash and cash  equivalents  include  highly  liquid  investments
purchased with an original maturity of less than three months.

     Property and Equipment

     Property and equipment,  including  leasehold  improvements,  are stated at
cost and depreciated using the straight-line  method over estimated useful lives
of three to seven years. Leasehold improvements are amortized over the lesser of
the related lease term or the useful life.

     Capitalized Product Development Costs

     Initial  costs to develop and produce  proprietary  software  and  database
products,  including  direct  labor,  contractors  and  applicable  overhead are
capitalized from the time technological  feasibility is determined until product
release.  Prior to  technological  feasibility,  such  costs are  classified  as
software development and expensed as incurred. Amortization of capitalized costs
is based on the  greater of the amount  computed  using (a) the ratio of current
gross revenues to the sum of current and anticipated gross revenues,  or (b) the
straight-line  method over the remaining estimated economic life of the product,
typically five years, after product release.

                                      F-40

<PAGE>

                            JAMISON RESEARCH, INC.

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

     Concentration of Credit Risk

     Jamison  performs  ongoing credit  evaluations of its customers'  financial
condition and generally does not require collateral.  Jamison maintains reserves
for credit losses, and such losses have been within  management's  expectations.
The credit risk in accounts  receivable is mitigated by the large  customer base
and lack of  dependence  on  individual  customers.  The carrying  amount of the
accounts receivable approximates their net realizable value.

     Income Taxes

     Jamison  provides  for income  taxes under the  provisions  of Statement of
Financial  Accounting  Standards No. 109,  "Accounting  for Income Taxes," which
requires  recognition of deferred tax assets and liabilities for expected future
tax  consequences of events that have been included in the financial  statements
or income tax returns.  Under this method,  deferred tax assets and  liabilities
are determined based upon the difference between the financial statement and tax
bases of assets and  liabilities  using enacted tax rates in effect for the year
in which the differences are expected to reverse. Jamison recognizes revenue and
expenses on a cash basis for tax  purposes  while  using the accrual  method for
book purposes.

   

     Earnings Per Share

     In February 1997, the Financial Accounting Standards Board issued Statement
No. 128,  "Earnings  Per Share".  Jamison has no dilutive  options,  warrants or
convertible securities. All earnings per share amounts for all periods have been
presented to conform to the Statement 128 requirements.

    

     Recent Pronouncements

   

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 130 ("SFAS 130"),  "Comprehensive  Income",
which is required to be adopted for the year ended  December 31, 1998.  SFAS 130
requires that an enterprise (a) classify items of other comprehensive  income by
their nature in the financial statements and (b) display the accumulated balance
of other  comprehensive  income separately from retained earnings and additional
paid-in capital in the Statements of Stockholders'  Deficit.  The implementation
of SFAS 130, "Comprehensive Income", on the financial statements is not expected
to be  material.  For all periods  presented,  including  the three months ended
March 31, 1998, Jamison had no item of comprehensive income and accordingly, the
Statement does not apply.     

     In June 1997, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosures about Segments
of an Enterprise and Related  Information",  which is required to be adopted for
the year ended  December  31,  1998.  SFAS 131 changes the way public  companies
report  segment  information  in annual  financial  statements and also requires
those  companies to report  selected  segment  information in interim  financial
reports to stockholders.  The disclosure of segment information on the financial
statements is not expected to be material.

     In October 1997, the AICPA issued SOP 97-2,  Software Revenue  Recognition,
which  changes  the   requirements   for  revenue   recognition   effective  for
transactions  that the Company will enter into  beginning  January 1, 1998.  The
implementation  of SOP 97-2 is not  expected  to have a  material  effect on the
financial statements of Jamison. As of January 1, 1998 the Company adopted AICPA
SOP 97-2, Software Review Recognition, which was effective for transactions that
Jamison  entered  into in 1998.  Prior  years were not  restated.  The effect of
adopting SOP 97-2 was not material in the Financial  Statements  of Jamison.  In
March 1998,  AcSEC issued SOP 98-4 which defers for one year the  implementation
of certain  provisions  of SOP 97-2.  The  issuance of SOP 98-4 had no effect on
Jamison.

                                      F-41

<PAGE>

                             JAMISON RESEARCH, INC.

                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

3. COMMITMENTS

     Operating Leases

     Jamison  leases  office  space in Atlanta and Dallas  under  non-cancelable
operating lease  agreements.  The leases generally provide for renewal terms and
Jamison  is  required  to  pay a  portion  of  common  area  expenses  including
maintenance,  real estate  taxes and other  expense.  Rent expense for the years
ended December 31, 1996 and 1997 was $108,114 and $128,529,  respectively. As of
December 31, 1997,  payments due under  non-cancelable  operating  leases are as
follows:

<TABLE>


               <S>                             <C>         
                 1998 ........................  $ 170,200  
                 1999 ........................    146,000  
                 2000 ........................    145,100  
                 2001 ........................    143,300  
                 2002 and thereafter .........         --  
                                                ---------  
                                                $ 604,600  
                                                =========  
</TABLE>                                                   
               
     Employment Agreements

     During 1991 Jamison entered in an employment service termination  agreement
with a former employee of Jamison, whereby Jamison is required to pay the former
employee up to $25,000 upon a change in ownership of Jamison. As of December 31,
1997,  no  amount  has  been  recorded  in the  financial  statements  for  this
contingency.

     In December 1997, Jamison entered into a one year employment agreement with
an employee of Jamison.  Pursuant to this agreement, upon the sale of a majority
of Jamison's outstanding shares to a third party, Jamison is required to pay the
employee  5.25 % of the  amount of the sales  price  exceeding  $7,500,000  less
certain  expenses.  As of December 31, 1997,  no amount has been recorded in the
financial statements for this contingency.

4. RELATED PARTY TRANSACTIONS

     During 1996  Jamison's  two  stockholders  entered into a personal  line of
credit  agreement with a bank.  During 1996 and 1997 the  stockholders  used the
proceeds  from the line of credit  agreement to advance  Jamison cash to support
operations and expansion.  As of December 31, 1996 and 1997 outstanding advances
due to the stockholders were approximately $180,000 and $111,000,  respectively.
Jamison repays principal and interest  (approximately 8.25% annually),  directly
to the bank on behalf of the stockholders.

     In December 1997, Jamison transferred title of two vehicles with a net book
value  of  approximately  $27,000  to the  stockholders  and  recorded  non-cash
compensation.

     Jamison  paid  interest  of  approximately  $12,700 and $23,800 in 1996 and
1997, respectively.

5. INCOME TAXES

     Jamison  accounts  for  taxes  under  Statement  of  Financial   Accounting
Standards  No. 109,  Accounting  for Income  Taxes  (SFAS 109).  Under SFAS 109,
deferred  tax  liabilities  and assets are  determined  based on the  difference
between  financial  statement  and tax basis of  assets  and  liabilities  using
enacted rates expected to be in effect during the year in which the  differences
reverse.  Deferred  taxes  reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and tax purposes.  These differences relate principally to reporting on
the cash basis for tax  purposes.  Jamison  paid no income taxes in 1996 or 1997
utilizing net operating losses in 1997.

                                      F-42

<PAGE>

                            JAMISON RESEARCH, INC.

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

5. INCOME TAXES - (CONTINUED)

<TABLE>
<CAPTION>

                                                                   DECEMBER 31,            MARCH 31,
                                                            ---------------------------   -----------
                                                                1996           1997           1998
                                                            ------------   ------------   -----------
<S>                                                         <C>            <C>            <C>
   Deferred tax assets (liabilities):
     Accrual to cash adjustments ........................    $ 103,000      $ 154,000      $ 171,000
     Net operating loss carryforward ....................       59,000             --             --
     Other liabilities ..................................       10,000          6,000         (3,100)
     Capitalization of product development cost .........      (45,000)       (33,500)       (31,400)
                                                             ---------      ---------      ---------
   Net deferred tax assets ..............................    $ 127,000      $ 126,500      $ 136,500
                                                             =========      =========      =========

</TABLE>

     The provision (benefit) for income taxes consisted of the following:

<TABLE>
<CAPTION>

                          AT DECEMBER 31,             AT MARCH 31,
                     --------------------------   ---------------------
                          1996           1997       1997        1998
                     --------------   ---------   -------   -----------
<S>                  <C>              <C>         <C>       <C>
Current ..........     $   (5,600)     $3,200     $  --      $  69,000
Deferred .........       (116,000)        500        --        (10,000)
                       ----------      ------      ----      ---------
Total ............     $ (121,600)     $3,700     $  --      $  59,000
                       ==========      ======     =====      =========
</TABLE>

     Jamison's  provision for income taxes  resulted in effective tax rates that
varied from the statutory federal income tax rate as follows:

<TABLE>
<CAPTION>

                                                                AT DECEMBER 31,                 AT MARCH 31,
                                                         -----------------------------   ---------------------------
                                                               1996            1997           1997           1998
                                                         ---------------   -----------   -------------   -----------
<S>                                                      <C>               <C>           <C>             <C>
Expected federal income tax (benefit) at 34% .........     $  (115,400)     $   (600)      $  (2,000)     $ 55,500
State income taxes, net of federal benefit ...........         (13,600)         (100)             --         9,000
Expenses not deductible for tax purposes .............           3,000         7,100           2,000         1,500
Graduated tax rate difference ........................           4,400        (2,700)             --        (7,000)
                                                           -----------      --------       ---------      --------
                                                           $  (121,600)     $  3,700       $      --      $ 59,000
                                                           ===========      ========       =========      ========
</TABLE>

   

6. NON CASH TRANSACTIONS

     In 1996 and 1997 Jamison  entered into  arrangements  with various  vendors
whereby such  vendors  provided  various  office  equipment  and office space in
exchange for licenses to access Jamison's commercial real estate database.  As a
result  of these  transactions,  Jamison  recorded  property  and  equipment  of
approximately  $60,000 and $52,000,  and expenses of  approximately  $42,000 and
$53,000 in 1996 and 1997, with a corresponding  credit to deferred revenue to be
recognized in accordance with Jamison's revenue recognition policies.  The value
of the licenses  has been  determined  to equal the fair value of the  equipment
received and office space used.     

                                      F-43

<PAGE>

                            JAMISON RESEARCH, INC.

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

   
7. EARNINGS PER SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings (loss) per share.

    

   
<TABLE>
<CAPTION>

                                                                                     THREE MONTHS ENDED
                                                  YEARS ENDED DECEMBER 31,               MARCH 31,
                                                -----------------------------   ----------------------------
                                                     1996            1997           1997            1998
                                                --------------   ------------   ------------   -------------
                                                                                        (UNAUDITED)
<S>                                             <C>              <C>            <C>            <C>
Numerator:
 Net income (loss) ..........................     $ (217,567)      $ (5,401)      $ (5,924)      $ 103,889
                                                  ----------       --------       --------       ---------
Denominator:

 Denominator for basic earnings per share--
   weighted-average shares ..................          9,000          9,000          9,000           9,000
 Dilutive potential common shares ...........             --             --             --              --
 Denominator for diluted earnings per share--
   adjusted weighted-average shares and as-
   sumed conversions ........................          9,000          9,000          9,000           9,000
Basic income (loss) per share ...............     $   (24.17)      $  (0.60)      $  (0.66)      $   11.54
Diluted income (loss) per share .............     $   (24.17)      $  (0.60)      $  (0.66)      $   11.54
                                                  ----------       --------       --------       ---------
</TABLE>
    

   
8. MANAGEMENT'S PLANS

    

     Related  to a filing  of a  Registration  Statement  on Form S-1 by  Realty
Information  Group,  Inc.,  Jamison and the  stockholders of Jamison  anticipate
entering into an Agreement and Plan of  Contribution  ("Agreement")  with Realty
Information  Group,  Inc., OLD RIG, Inc., and Realty  Information Group, L.P. to
contribute  all of  Jamison's  outstanding  common  stock to Realty  Information
Group,  Inc. in exchange  for common  stock of Realty  Information  Group,  Inc.
Pursuant to the Agreement,  the employment  agreements  (Note 3) will be paid by
the current  stockholders  of Jamison prior to the completion of the transaction
as described in the Agreement.

                                      F-44

<PAGE>

     
================================================================================
     NO  DEALER,  SALESPERSON  OR  OTHER
PERSON HAS BEEN  AUTHORIZED  TO GIVE ANY
INFORMATION     OR    TO    MAKE     ANY
REPRESENTATION    OTHER    THAN    THOSE             2,700,000 Shares 
CONTAINED  IN  THIS  PROSPECTUS,  AND IF                                
GIVEN  OR  MADE,  SUCH   INFORMATION  OR               
REPRESENTATION  MUST NOT BE RELIED  UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR BY ANY  UNDERWRITER.  THIS PROSPECTUS
DOES NOT  CONSTITUTE AN OFFER TO SELL OR
A  SOLICITATION  OF AN  OFFER TO BUY ANY
SECURITIES   OFFERED   HEREBY   IN   ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS             [GRAPHIC OMITTED] 
UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN                  
OFFER  OR   SOLICITATION.   NEITHER  THE              Common Stock   
DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE    HEREUNDER    SHALL   UNDER   ANY
CIRCUMSTANCES   CREATE  ANY  IMPLICATION
THAT THE  INFORMATION  HEREIN IS CORRECT
AS OF ANY  TIME  SUBSEQUENT  TO THE DATE
HEREOF OR THAT  THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.

         -----------------
         TABLE OF CONTENTS

   

                                       PAGE
                                       ----
Prospectus Summary ...................   3           ----------------------
Risk Factors .........................   9                                   
Use of Proceeds ......................  14                 PROSPECTUS      
Dividend Policy ......................  14                                 
Capitalization .......................  15           ----------------------
Dilution .............................  16             
Selected Consolidated Financial and
   Operating Data ....................  17
Management's Discussion and Analysis .  19
Business .............................  26
Management ...........................  36
Jamison Selling Stockholders .........  41
Principal Stockholders ...............  42
Certain Transactions .................  43
Description of Capital Stock .........  44
Shares Eligible for Future Sale ......  46
Underwriting .........................  48
Legal Matters ........................  49
Experts ..............................  49
Additional Information ...............  50
Index to Financial Statements ........ F-1

    

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

UNTIL , 1998 (25 DAYS  AFTER THE DATE OF               ALLEN & COMPANY     
THIS PROSPECTUS),  ALL DEALERS EFFECTING                 INCORPORATED      
TRANSACTIONS IN THE COMMON STOCK OFFERED                                   
HEREBY,  WHETHER OR NOT PARTICIPATING IN           NEEDHAM & COMPANY, INC. 
THIS  DISTRIBUTION,  MAY BE  REQUIRED TO          
DELIVER   A   PROSPECTUS.   THIS  IS  IN
ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER  A  PROSPECTUS  WHEN  ACTING  AS
UNDERWRITERS  AND WITH  RESPECT TO THEIR                              ,1998
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.                              

================================================================================
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     Estimated  expenses in connection with the issuance and distribution of the
securities  being  registered,  other  than  underwriting  compensation,  are as
follows:

<TABLE>

<S>                                                                          <C>
       Securities and Exchange Commission registration fee ...............    $ 11,000
       National Association of Securities Dealers, Inc. filing fee .......       4,000
       Nasdaq National Market entry fee ..................................      50,000
       Legal fees and expenses ...........................................     350,000
       Accountants' fees and expenses ....................................     200,000
       Printing and engraving expenses ...................................     150,000
       Transfer Agent and Registrar fees and expenses ....................       2,500
       Miscellaneous .....................................................     182,500
                                                                              --------
        Total ............................................................    $950,000
                                                                              ========

</TABLE>

     The Company will bear all of the foregoing fees and expenses.

     The  foregoing,   except  for  the   Securities  and  Exchange   Commission
registration fee, the National  Association of Securities  Dealers,  Inc. filing
fee and the Nasdaq National Market entry fee, are estimates.

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The Registrant's  Certificate of Incorporation provides that the Registrant
shall,  subject to certain  limitations,  indemnify  its  directors and officers
against  expenses  (including  attorneys'  fees,  judgments,  fines and  certain
settlements)  actually and  reasonably  incurred by them in connection  with any
suit or proceeding to which they are a party so long as they acted in good faith
and in a  manner  reasonably  believed  to be in or  not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect  to a  criminal  action  or
proceeding,  so long as they had no reasonable cause to believe their conduct to
have been unlawful.

     Section  102 of the  Delaware  General  Corporation  Law permits a Delaware
corporation  to  include  in  its  certificate  of   incorporation  a  provision
eliminating  or  limiting  a  director's  liability  to  a  corporation  or  its
stockholders  for monetary  damages for breaches of fiduciary duty. The enabling
statute provides,  however,  that liability for breaches of the duty of loyalty,
acts or omissions  not in good faith or  involving  intentional  misconduct,  or
knowing  violation of the law, and the unlawful  purchase or redemption of stock
or payment of unlawful  dividends or the receipt of improper  personal  benefits
cannot be eliminated or limited in this manner. The Registrant's  Certificate of
Incorporation  includes a provision  which  eliminates,  to the  fullest  extent
permitted,  director  liability  for monetary  damages for breaches of fiduciary
duty.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

     In the three years preceding the filing of this Registration Statement, the
Company  sold the  following  securities  that  were not  registered  under  the
Securities Act:

     1. On August 9, 1994, RIGLP was capitalized with the issuance of (i) 24,070
limited  and  general  partnership  units to RIGINC,  its  general  partner,  in
exchange for all of the assets and liabilities of RIGINC 's operating  business,
and (ii) 1,000 limited  partnership  units to Horowitz Limited  Partnership I in
exchange for $200,000.  These units were purchased for investment purposes.  The
issuance  of  such  units  was  effected  in  reliance  on  the  exemption  from
registration under Section 4(2) of the Securities Act.

                                      II-1

<PAGE>

     2. On May 15, 1995, RIGLP was further  capitalized with the issuance of (i)
334 general  partnership  units to RIGINC,  its general  partner,  (ii)  7,416.3
limited  partnership units to Founders/RIG,  L.L.C. in exchange for $3.1 million
and (iii)  778.2  limited  partnership  units  issued to Michael R.  Klein,  the
Chairman  of  RIGINC,  as  repayment  of certain  debts of RIGLP  (see  "Certain
Transactions").  As part of the same transaction, RIGINC issued 937, 469 and 469
shares to Warren Haber (the Chairman of Founders Equity, Inc. ("Founders"),  the
general  partner of  Founders/RIG,  L.L.C.),  John D. White and John Teeger (the
President of  Founders),  respectively,  in exchange for $1.00 per share.  These
units and shares were  purchased for investment  purposes.  The issuance of such
units and shares was  effected in reliance on the  exemption  from  registration
under Section 4(2) of the Securities Act.

     3. On April 6, 1996,  RIGLP acquired all of the assets of ReSource from Law
Bulletin Publishing Company in exchange for 114,640.55 limited partnership units
valued  nominally  at $10.45 per unit.  ReSource  was a real estate  information
provider in the Chicago,  Illinois area.  These units were issued for investment
purposes.  The issuance of such units was effected in reliance on the  exemption
from registration under Section 4(2) of the Securities Act.

     4. On June 30, 1996,  RIGLP issued to David  Schaffel,  a vice president of
RIGLP,  10,000 limited partnership units following Mr. Schaffel's exercise of an
option to acquire such units. In connection with the exercise of such units, Mr.
Scheffel received a loan of $50,000 from the partnership, which was utilized for
the payment of the exercise price. Such loan is being forgiven over a three year
period. These units were purchased for investment purposes. The issuance of such
units was effected in reliance on the exemption from registration  under Section
4(2) of the Securities Act and Rule 701.

     5. During June through  October 1996,  RIGINC issued 45,749,  12,200,  871,
1,743, 3,486 and 871 shares to Michael R. Klein (the Chairman of RIGINC),  David
Bonderman  (a Director of  RIGINC),  Andrew C.  Florance  (the  President  and a
Director of RIGINC), Colden L. Florance (the father of Andrew C. Florance), John
D. White and John Teeger (the President of Founders),  respectively,  for $11.48
per share. On December 3, 1996, RIGLP was further  capitalized with the issuance
of (i) 60,229.762  limited and general  partnership units to RIGINC, its general
partner,  in exchange for $745,000 (the amount raised by RIGINC described in the
preceding  sentence),  (ii) 4,042.266 limited  partnership units to Roy V. Fabry
(Mr. Klein's  brother-in-law) in exchange for $50,000,  (iii) 85,650.062 limited
partnership  units issued to Founders/RIG,  L.L.C. in exchange for $1.0 million,
(iv) 234,451.424 limited  partnership units issued to RIG Holdings,  L.L.C. (see
"Certain  Transactions"),  in exchange for $2.9 million, and (v) an aggregate of
22,283.452 limited  partnership units issued to Law Bulletin  Publishing Company
and certain of its  affiliates in exchange for $275,646.  These units and shares
were  purchased for investment  purposes.  The issuance of such units and shares
was effected in reliance on the exemption from  registration  under Section 4(2)
of the Securities Act.

     6. On March 1, 1997,  RIGLP  acquired all of the assets of NMS,  Inc.  from
Craig Brown, Kerin Garrett, Nella Shapiro and James D. Carr, the owners of 99.3%
of the stock of NMS, Inc. in exchange for 1,786,  1,429,  365 and 11,130 limited
partnership units, respectively (valued nominally at $14.00 per unit). NMS, Inc.
was a real estate  information  provider in the San Francisco,  California area.
These units were purchased for investment  purposes.  The issuance of such units
was effected in reliance on the exemption from  registration  under Section 4(2)
of the Securities Act.

     7. On May 12, 1997,  RIGINC  acquired 21,429 limited  partnership  units of
RIGLP in  exchange  for  $300,000.  Simultaneously,  RIGINC  issued to Andrew C.
Florance, its President,  Chief Executive Officer and a director,  21,429 shares
in full payment of deferred compensation of $300,000 owed to Mr. Florance. These
units were  purchased for  investment  purposes.  The issuance of such units was
effected in reliance on the exemption  from  registration  under Section 4(2) of
the Securities Act.

     8.  Simultaneously  with  this  Offering,  the  Company  will  issue  up to
6,820,727  shares  of  Common  Stock to the  limited  partners  of RIGLP and the
stockholders  of RIGINC and Jamison.  The Company will receive as  consideration
all of the outstanding equity interests of these entities.  The shares of Common
Stock obtained by limited  partners of RIGLP and stockholders of RIGINC upon the
exchange of their units and shares continue to be held for investment  purposes,
and the shares of Common Stock issued to the Jamison Selling  Stockholders  that
are not being registered hereby for resale were pur-

                                      II-2

<PAGE>

chased for  investment  purposes.  The  issuance of such shares was  effected in
reliance on the exemption from registration under Section 4(2) of the Securities
Act. The remainder of the shares to be issued to the stockholders of Jamison are
being  registered  pursuant  to  this  Offering.   See  "Prospectus  Summary  --
Transactions in Connection with Closing" in the accompanying prospectus.

     No underwriters were involved in any of the foregoing sales of securities

     Explanatory  Note:  Partnership units of RIGLP were split 40:1 on March 29,
1996.  Shares of RIGINC were split 40:1 on March 29, 1996. Shares of RIGINC were
split 1,000:928 effective on January 7, 1997.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) EXHIBITS -- See Index to Exhibits.
     (b) Financial Statement Schedules are not required.

ITEM 17. UNDERTAKINGS

     The undersigned  registrant hereby undertakes to provide to the underwriter
at the closing  specified in the  underwriting  agreements  certificates in such
denominations  and  registered in such names as required by the  underwriter  to
permit prompt delivery to each purchaser.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned registrant hereby undertakes that:

       (1) For purposes of determining any liability under the Securities Act of
    1933, the information  omitted from the form of prospectus  filed as part of
    this  registration  statement in reliance  upon Rule 430A and contained in a
    form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
    or  497(h)  under  the  Securities  Act  shall be  deemed to be part of this
    registration statement as of the time it was declared effective.

       (2) For the purpose of determining any liability under the Securities Act
   of 1933,  each  post-effective  amendment  that contains a form of prospectus
   shall be deemed to be a new registration statement relating to the securities
   offered  therein,  and the offering of such  securities at that time shall be
   deemed to be the initial bona fide offering thereof.

                                      II-3

<PAGE>

                                   SIGNATURES

   

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned,  thereunto duly  authorized,  in the
City of Bethesda, State of Maryland, on the 14th day of May, 1998.     

                                        REALTY INFORMATION GROUP, INC.

                                        By:   /s/ Andrew C. Florance
                                      ----------------------------------------
                                                Andrew C. Florance
                                            Chief Executive Officer
                                                and President

   
     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Amendment  No. 2 to the  Registration  Statement  has been  signed  by the
following persons in the capacities indicated on May 14, 1998.
    

   
<TABLE>
<CAPTION>

              SIGNATURE                         CAPACITY                             DATE
              ---------                         --------                             ----

<S>                               <C>                                        <C>
             *                     Chairman of the Board                             May 14, 1998
------------------------------
     Michael R. Klein

   /s/ Andrew C. Florance          Chief Executive Officer and President,            May 14, 1998
------------------------------     and a Director
     Andrew C. Florance            (Principal Executive Officer)

             *                     Chief Financial Officer                           May 14, 1998
------------------------------     (Chief Financial and Accounting
    Frank A. Carchedi              Officer)

             *                     Director                                          May 14, 1998
------------------------------
    David Bonderman

             *                     Director                                          May 14, 1998
------------------------------
    Warren H. Haber

             *                     Director                                          May 14, 1998
------------------------------
       John Simon

             *
------------------------------     Director                                          May 14, 1998
  Lanning Macfarland III


*By:   /s/ Andrew C. Florance
-----------------------------
      Andrew C. Florance
       Attorney-in-fact

</TABLE>
    

                                      II-4

<PAGE>

                                                                   SCHEDULE VIII

                               INDEX TO EXHIBITS

   
<TABLE>
<CAPTION>

 EXHIBIT                                  DESCRIPTIONS
 -------                                  ------------
<S>         <C>

 1.1        Form of Underwriting Agreement
 3.1        Restated Certificate of Incorporation
 3.2        Amended and Restated By-laws
 4.1        Specimen Common Stock Certificate
 5.1        Opinion of Wilmer, Cutler & Pickering*
10.1        Realty Information Group, Inc. 1998 Stock Incentive Plan*
10.2        Employment Agreement for Andrew C. Florance
10.3        Employment Agreement for Frank A. Carchedi
10.4        Employment Agreement for David M. Schaffel
10.5        Employment Agreement for Curtis M. Ricketts
10.6        Employment Agreement for Henry D. Jamison, IV
10.7        Registration Rights Agreement
10.8        RIG Contribution Agreement
10.9        Jamison Contribution Agreement
21.1        Subsidiaries of the Company
23.1        Consent of Ernst & Young LLP, Independent Auditors
23.2        Consent of Wilmer, Cutler & Pickering (contained in Exhibit 5.1)
24.1        Powers of Attorney (Included in the Signature Pages to the Registration
            Statement)

</TABLE>
    

----------
* To be filed by amendment.

