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                                                                    Exhibit 10.1


                              DATED JULY 12, 1999


              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.


                               GERARD VAN KEMMEL

                             AMENDED AND RESTATED
                               SERVICE AGREEMENT
<PAGE>

                                     INDEX

<TABLE>
<CAPTION>
                                                                            Page No.
<S>                                                                         <C>
Parties                                                                        1

Agreement                                                                      1

1   Definitions and Interpretation                                             1

2   Appointment                                                                7

3   Duties                                                                     8

4   Remuneration and Expenses                                                  9

5   Place of Work                                                              12

6   Hours of Work                                                              13

7   Holidays and Vacation                                                      13

8   Illness                                                                    14

9   Confidentiality                                                            15

10  Conflicts of Interest                                                      17

11  Intellectual Property                                                      17

12  Termination                                                                19

13  Group Reconstruction                                                       24

14  Action to be taken upon Termination                                        25

15  Restrictions following Termination                                         26

16  Directorship and Officer Positions                                         29

17  Statutory Requirements                                                     30

18  General                                                                    30

19  Notices                                                                    31

20  Governing Law                                                              32
</TABLE>

WHEREAS, On July 14, 1997, Gerard Van Kemmel and Peter Chadwick Holdings Limited
         entered into a Service Agreement employing Gerard Van Kemmel as
         President Directeur General of Peter Chadwick SA;
WHEREAS, Cambridge Technology Partners (Massachusetts), Inc. subsequently
         acquired Peter Chadwick Holdings Limited and its subsidiaries;
WHEREAS, Cambridge Technology Partners (Massachusetts), Inc. desires to employ
         Gerard Van Kemmel as Chief Operating Officer, and Gerard Van Kemmel is
         so willing to serve; and
<PAGE>

WHEREAS, The parties wish to amend and restate this Service Agreement as a
         continuing agreement with the terms and conditions set forth herein
         (the "Agreement").
PARTIES

1.        CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC. ("the Company"),
          whose headquarters is at 8 Cambridge Center, Cambridge, Massachusetts
          02142, and which is the indirect owner of Peter Chadwick Holdings
          Limited and its subsidiaries

2.        GERARD VAN KEMMEL of 19 Avenue Henri Fontaine 92380 Garches France
          ("the Employee")

AGREEMENT

1.        F.   Definitions and Interpretation
               ------------------------------

1.1       In this Agreement the following words and expressions shall have the
          following meanings:-

          the Board: the Board of directors of the Company or any Committee of
          the Board duly appointed by it;

          the CEO: the Chief Executive Officer of the Company, and in the
          absence of a CEO, the Board of Directors;

          Change in Supervision: the resignation from or termination of the then
          current CEO's employment with the Company;

          Client: any person, concern, undertaking, partnership, association,
          firm or body corporate or any person, division, branch or
          establishment within any such entity responsible for any particular
          product, service or brand which at any time during the Employee's
          employment with the Group: (i) was a customer or client of the Group,
          or (ii) to whom the Group has made a pitch or presentation or other
          such offer or request to provide services (which has not been finally
          refused or rejected by the Client);;

                                       8
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          Competitor: any person, concern, undertaking, partnership,
          association, firm or body corporate which is engaged in, carries on,
          or is planning to engage in or carry on, within any part of the
          Restricted Territories any business of management consulting, systems
          integration, internet solutions, custom and package software
          deployment, network services, training, and/or any other business
          which performs services similar in nature to those services performed
          by or under plan of being performed by the Group at the Termination
          Date;

          Confidential Information: all and any information, whether intangible,
          or whether printed, recorded or reproduced by manual, mechanical,
          computer, electrical, electronic, graphic, optical, or by any other
          means or process or medium whether or not eye-readable on which any
          information may from time to time be recorded, not in the public
          domain (or which comes into the public domain as a result of
          unauthorised disclosure by the Employee or by any other person who
          owes the Group an obligation of confidentiality in respect of the
          information disclosed) concerning the business and/or finances of the
          Group, or any partners or joint venturers of the Group, or any Client
          or Supplier, including, without prejudice to the generality of the
          foregoing: trade secrets; proprietary information; customer/client
          lists, contact details of Clients and Suppliers and individuals within
          Clients and Suppliers; technical information, know how, methodologies,
          research and development; financial projections, targets, details and
          accounts; fee levels, pricing policies, commissions and commission
          charges; budgets, forecasts, reports, interpretations, records and
          corporate and business plans; planned products and services; marketing
          and advertising plans, requirements and materials; marketing surveys
          and research reports and market share and pricing statistics; computer
          software, passwords; and related documentation; compensation, benefits
          and other matters relating to employees

          Group Company: any company which is from time to time a holding
          company (as defined by Section 736 Companies Act 1985 (as amended by
          the Companies Act 1989)) of the Company, a subsidiary (as so defined)
          of the Company or a subsidiary (as so defined) of a holding company
          (as so defined) of the Company;

          the Group: any one or more and/or all of the following: the Company,
          all Group Companies, and/or each of their respective predecessors,
          direct owners and/or indirect owners;

                                       9
<PAGE>

          Invention: any discovery, invention, secret process, improvement in
          procedure, methodology, trade mark, service mark, work of authorship,
          mask work, data, computer and/or software program, design or copyright
          work that is made, discovered, conceived, produced and/or reduced to
          practice by the Employee alone or jointly with others during the
          Employee's employment with the Group and which is in connection with
          or in any way affecting or relating to the business of the Group or
          capable of being used or adapted for use in connection with the
          business of the Group, or that results from work assigned to the
          Employee by the Group, or that results from use of premises or
          property or know-how owned, leased or contracted by the Group;

          the Restricted Territories: any country in which the Group carries,
          carried on, or is planning to carry on any part of its business or in
          which it has provided services or is planning to provide services;

          Supplier: any person, concern, undertaking, partnership, association,
          firm or body corporate or any division within any concern,
          undertaking, partnership, association, firm or body corporate, which
          at any time during the Employee's employment with the Group was a
          supplier to or the introducer of a prospective customer to the Group;
          and

          Termination Date: the date on which the Employee's employment under
          this Agreement is terminated, for any reason.

1.2       In this Agreement (unless the context requires otherwise);-

1.2.1     any reference to any statute or statutory provision shall be construed
          as including a reference to any modification, re-enactment or
          extension of such statute or statutory provision for the time being in
          force or to any subordinate legislation made under the same;

1.2.2     the singular includes a reference to the plural and vice versa;

1.2.3     any reference to a Clause is to a Clause of this Agreement; and

1.2.4     "directly or indirectly" shall (without prejudice to the generality of
          the expression) mean either alone or jointly with any other person,
          concern, undertaking, partnership, association, firm or body corporate
          or any division, branch or establishment within any such entity, and
          whether on his own account or jointly or in concert with another or
          others or as the holder of any interest in or as officer, director,
          stockholder, joint venturer, employee or agent of or consultant to or
          on behalf of any other person, concern, undertaking, partnership,
          association, firm or body corporate or any division, branch or
          establishment within any such entity.

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<PAGE>

1.3       The headings contained in this Agreement are for the purposes of
          convenience only and do not form part of and shall not affect the
          construction of this Agreement or any part of it.

2.        Appointment

2.1       The Employee initially was appointed hereunder as President Directeur
          General of Peter Chadwick SA. Effective May 3, 1999, the Company
          appoints the Employee and the Employee agrees to serve the Company as
          Chief Operating Officer, subject to the terms and conditions of this
          Agreement.

2.2       The appointment of the Employee under this Agreement as Chief
          Operating Officer, shall (subject to earlier termination as provided
          in Clause 12) continue thereafter unless and until terminated by
          either party giving to the other not less than three months' notice in
          writing. The Company may provide three (3) months' pay in lieu of such
          notice, in accordance with Clause 12.7.

2.3       The Employee warrants that by entering into these or any other
          arrangements made between the Group and him and in the performance of
          his duties on behalf of the Group he has not and will not be in breach
          of any express or implied terms of any contract with or other
          obligation to any third party binding on him, including without
          limitation the provisions of any restrictive covenants or
          confidentiality obligations, arising out of any employment with any
          other employer or former employer.

3.        Duties

3.1       The Employee shall perform during his employment such duties and
          exercise such powers in relation to the business of the Company and of
          any Group Company as may from time to time be assigned to or vested in
          him by the CEO and that from time to time may be enlarged and/or
          narrowed at the discretion of the CEO. The Employee shall perform such
          services for the Company and any Group Company (without further
          remuneration except as set out in this Agreement) and shall accept
          such offices in any such companies as the CEO may require, and shall
          if so required accept employment with any other Group Company on terms
          substantially the same as, and no less favorable to him than, the
          terms of this Agreement.

                                      11
<PAGE>

3.2       The Employee shall, subject to Clause 3.3 below, during his employment
          well, diligently, faithfully and exclusively serve the Company and the
          Group Companies and use his best endeavours to promote, develop and
          extend their businesses and interests and shall devote his whole
          working and exclusive time and attention to the duties of his office.

3.3       Notwithstanding the foregoing, the Employee may spend up to one
          working day per quarter fulfilling the outside commitments and
          positions which he has disclosed to the Company in writing prior to
          signing this Agreement.

3.4       The Employee shall carry out his duties and exercise his powers
          jointly with any other person appointed by the CEO to act jointly with
          him.

4.        Remuneration and Expenses

4.1.1     During the period of time that the Employee is employed hereunder, the
          Company shall cause to be paid to the Employee by way of remuneration
          for his services under this Agreement a basic salary at the rate of
          the equivalent of FOUR HUNDRED THOUSAND UNITED STATES DOLLARS
          ($400,000) per annum.

4.1.2     Such salary shall be:

          4.1.2.1   payable by equal monthly installments, one quarter in French
                    Francs and three quarters in English pounds, in arrears on
                    the day appointed by the CEO for payment of employees'
                    salaries or pro rata where the Employee is only employed
                    hereunder during part of a month;

          4.1.2.2   reviewed by the Board annually in December of each year,
                    provided that the Employee is employed hereunder at such
                    time.

4.2       In addition to the salary set forth in Clause 4.1, the Employee shall
          be eligible to earn an annual bonus in an amount of up to 75% of such
          salary, in accordance with and subject to the terms and conditions (i)
          of any annual bonus plan and/or policy for officers set by the Company
          as may be modified from time to time and (ii) as otherwise may be
          reasonably determined and required by the CEO in his sole discretion.

4.3       Subject to any expense policy established by the Company as may be
          modified from time to time, the Company shall reimburse the Employee
          for all reasonable travelling, hotel and other out-of-pocket expenses
          which are properly and necessarily incurred by him in or about the
          performance

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<PAGE>

          of his duties and for which expense reports, with receipts or other
          supporting documents, are provided to the reasonable satisfaction of
          the CEO.


4.3.1     While the Employee spends time in North America in order to perform
          his duties hereunder, the Company shall pay the Employee's living
          expenses incurred while performing such duties in North America as
          follows:

          4.3.1.1   The Company shall provide an apartment for the Employee in a
                    location in North America, subject to any policy set by the
                    Company as may be modified from time to time and subject to
                    approval by the CEO, and the Company shall pay for the cost
                    of heat, water, electric and telephone utilities that the
                    Employee may incur while renting such apartment. The
                    apartment, as well as the above-listed utilities, shall be
                    listed in the Company's name and the Company shall pay such
                    rental fees and utilities directly to the apartment owner
                    and utility holders, respectively;

          4.3.1.4   For each complete calendar month for which the Employee is
                    employed hereunder, the Company shall reimburse the Employee
                    for the cost of one (1) round-trip, first-class airfare for
                    (i) the Employee to travel from the United States to France
                    and/or (ii) one member of the Employee's immediate family to
                    travel from France to the United States for the purpose of
                    visiting the Employee, if such trip(s) are taken prior to
                    the Termination Date. The Employee shall submit any such
                    expenses in accordance with Clause 4.3. Any such trip not
                    taken by the Employee's Termination Date shall be forfeited
                    and its value shall not be paid to the Employee.

4.4       The Company shall provide and maintain (including the costs of
          servicing, taxing, insuring and fueling the same) one car which will
          be a BMW 735 or an equivalent make or model in accordance with Company
          policy as may be modified from time to time and, having regard to the
          Employee's responsibilities, for the use of the Employee for the
          performance of his duties in France, such car to be changed from time
          to time in accordance with the Company's policy regarding replacement
          cars. The Employee shall be at liberty to use the car for his private
          purposes but shall:-

4.4.1     take good care of the car and procure that the provisions and
          conditions of any policy of insurance relating to the car are
          observed;

4.4.2     comply with any directions from time to time given by the Company with
          regard to the cars provided by the Company for the use of its staff.

                                      13
<PAGE>

4.5       The Employee agrees and acknowledges that his entitlement to the
          provision and use of the car subsists only so long as he continues to
          be employed hereunder and that he shall return the car to the Company
          immediately upon the termination of his employment under this
          Agreement, regardless of the reason for termination. The Employee
          shall not be entitled to retain the car as a purported set-off or
          otherwise against any claim by the Employee for damages from the
          Company.

4.6       If for any reason the Employee is disqualified from driving, the
          Employee shall if the Company in its absolute discretion so determines
          cease to be entitled to the use of the car during the period of
          disqualification. The Employee shall upon demand return the car to the
          Company and shall not be entitled to any compensation or payment in
          lieu in this respect nor shall such Employer's action constitute a
          breach of contract.

4.7       The Employee and his spouse and children under 18 years of age shall
          be entitled to participate in any private health care insurance scheme
          providing benefits for medical and surgical treatment which the
          Company may from time to time maintain in France (subject always to
          the rules of such scheme).

4.8       The Employee shall be entitled to participate in any scheme of Health
          and Life Insurance, which the Company may from time to time maintain
          in France (subject always to the rules of such scheme).

5.        Place of Work

          The Employee shall perform his duties at such places as the CEO may
          reasonably require from time to time for the proper performance and
          exercise of the Employee's duties and powers. Should the Employee
          choose to relocate to the United States while employed hereunder, the
          Company shall, subject to the approval of the CEO and any relocation,
          travel and/or expense reimbursement policies of the Company as may be
          modified from time to time, pay such packing and moving expenses as
          are reasonably incurred by him, and a relocation stipend equal to six
          months of the annual salary set forth in Clause 4.1.1 to cover other
          relocation expenses. The Employee shall not be entitled to receive any
          additional remuneration for relocation. Moreover, effective as of the
          date of any such relocation to the United States, the Employee will no
          longer be eligible for the remuneration and benefits set forth in
          Clauses 4.3.1.1 through 4.3.1.4 and 4.4 through 4.5, and the Employee
          shall immediately vacate any Company-provided apartment and
          immediately return all keys to such apartment to the Company; and
          shall immediately return any Company-provided cars and all keys to any
          such cars to the Company.

6.        Hours of Work

                                     14
<PAGE>

          There are no normal hours of work applicable to the Employee but the
          Employee shall conform to such hours of work as may from time to time
          reasonably be required of him and in any event he shall work such
          hours as may be necessary for the proper performance of his duties.
          The Employee shall not be entitled to receive any additional
          remuneration other than that provided in this Agreement, regardless of
          the hours worked.

7.        Holidays and Vacation

7.1       In addition to the usual French public holidays, the Employee shall be
          entitled without loss of remuneration to five weeks' vacation in each
          calendar year to be taken at such time or times as may be approved by
          the CEO. Unless otherwise approved by the CEO, any unused vacation
          remaining at the end of any calendar year shall lapse and be forfeited
          by the Employee. The Employee shall not, unless otherwise agreed to by
          the CEO or otherwise required by law, be entitled to unpaid leave or
          payment in lieu of vacation for whatever reason.

7.2       After the Termination Date, subject to Clause 17.2, the Employee shall
          be entitled to payment (based on the salary rate in effect under
          Clause 4.1.1) for vacation, pro rated as 2.085 vacation days for each
          complete calendar month of the Employee's service hereunder during the
          calendar year of termination, less vacation time actually taken during
          such year.

8.        Illness

8.1       The Employee shall continue to be paid during absence due to any
          illness, accident or other incapacity (such payment to be inclusive of
          any statutory sick pay or social security benefits to which he may be
          entitled) for a total of up to 3 months during any 12 month period.

8.2       The Employee shall report immediately to the CEO, or such person as
          the CEO may from time to time direct, any accident occurring during
          his employment, however trivial.

8.3       Immediately following the Employee's return to work after a period of
          absence of three days or less which, or any part of which, has not
          previously been authorised by the CEO, the Employee shall on request
          by the CEO complete a self-certification form in such form as the CEO
          may require stating the date of, and the reason for, the Employee's
          absence. Self-certification forms will be retained in the Company's
          records.

8.4       For periods of absence of more than three consecutive days, the
          Employee shall, if so required by the CEO, produce a doctor's
          certificate verifying that any absence from work is due to accident or
          ill-health and in default such absence shall be deemed to be
          unjustified.

                                      15
<PAGE>

8.5       If the illness, accident or other incapacity shall be or appear to be
          occasioned by actionable negligence of a third party in respect of
          which damages are or may be recoverable, the Employee shall
          immediately notify the CEO of that fact and of any claim, compromise,
          settlement or judgment made or awarded in connection with it, shall
          give to the CEO all particulars the CEO may reasonably require and
          shall, if required by the CEO, refund all or such part of the sums
          paid to or for the benefit of the Employee by way of salary, bonus or
          benefit during the relevant period as the CEO may reasonably determine
          provided that the amount to be refunded shall not exceed the amount of
          damages or compensation and interest thereon recovered by the Employee
          less any costs borne by the Employee in connection with the recovery
          of such damages or compensation and shall not exceed the total
          remuneration paid to him by way of salary, bonus and benefits in
          respect of the period of such illness, accident or other incapacity.

9.        Confidentiality

9.1       Except in so far as is required for the proper performance of his
          duties or as expressly authorised in writing by the CEO the Employee
          shall at all times during his employment with the Group, and after the
          Termination Date, use his best endeavors to prevent the publication,
          disclosure or unauthorized use of any Confidential Information.

9.2       Except in so far as is required for the proper performance of his
          duties or as expressly authorised in writing by the CEO the Employee
          shall not at any time during his employment with the Group or after
          the Termination Date:-

9.2.1     communicate or divulge to any person, concern, undertaking,
          partnership, association, firm or body corporate, or make any use of,
          any Confidential Information;

9.2.2     copy or reproduce in any form or by or on any medium or device, or
          allow others access to or to copy or reproduce, any Confidential
          Information;

9.2.3     remove from the Group's premises any Confidential Information.

9.3       The Employee shall not be restricted from disclosing (but only to the
          proper recipient) any Confidential Information which the Employee is
          required to disclose by law or any order of a court of competent
          jurisdiction or any relevant regulatory body of competent
          jurisdiction, provided that the Employee shall, unless prevented by
          law from so doing, have given prior written notice to the Company of
          the requirement and of the information to be disclosed and allowed the
          Company a reasonable opportunity to apply to the relevant Court or
          body or prevent disclosure before the

                                      16
<PAGE>

          Employee makes it; and

9.4       The Employee acknowledges that all Confidential Information at any
          time in the Employee's control or possession are and shall at all
          times remain the sole and absolute property of the Group and the
          Employee undertakes both during his employment with the Group and
          after the Termination Date:

9.4.1     to exercise all due care and diligence to avoid any unauthorized
          publication, disclosure or use of any Confidential Information;

9.4.2     whenever requested by the Company, to deliver up and return to the
          Company any Confidential Information (including all copies of
          Confidential Information whether or not lawfully made or obtained) or
          (at the Company's option) to delete Confidential Information from any
          re-usable medium; and

9.4.3     to do such things and sign such documents at the expense of the
          Company as shall be reasonably necessary to give effect to Clause 9.4
          and/or to provide evidence that Clause 9.4 has been complied with.

9.5       The Employee agrees that the restrictions set out in Clause 9 are
          without prejudice to any other duties of confidentiality, care or
          loyalty owed to the Group, whether express or implied, and that the
          restrictions in Clause 9 will remain in force after the termination
          (for whatever reason) of the Employee's employment with the Group.

10.       Conflicts of Interest

10.1      The Employee shall not without the previous written consent of the CEO
          during the course of his employment with the Group:-

10.1.1    directly or indirectly engage in any business other than pursuant to
          this Agreement;

10.1.2    directly or indirectly engage or be interested in any other business
          undertaking or activity which would or might reasonably or inevitably
          require him to use and/or disclose any Confidential Information in
          breach of this Agreement;

10.1.3    directly or indirectly engage or be interested in any other business
          undertaking or action which would or might reasonably be expected to
          compete or conflict with the business or interests for the time being
          of the Group; or

                                      17
<PAGE>

10.1.4    hold any directorship of any company which has not been disclosed to
          the Group prior to commencing employment with the Group;

10.1.5    make any investment of more than 1% in the securities of any publicly
          held company, and in addition thereto, no later than the date that the
          Employee executes this Agreement in its amended and restated form, the
          Employee shall disclose to the Company any information as to any
          financial interest which he holds in any other company and any
          positions held by him as an officer or director of any other company.

11.       Intellectual Property

11.1      The Employee shall immediately disclose any Invention to the Group,
          and any Invention, whether or not disclosed, as well as the product of
          all work performed by the Employee during and within the scope of his
          employment with the Group, shall belong to and be the sole and
          absolute property of the Company or such Group Company as the Company
          may nominate for the purpose. The Employee also agrees to assign, and
          does hereby assign, all Inventions to the Company and agrees that any
          copyrightable work made by him in the course of his employment with
          the Group shall be a work for hire.

11.2      The Employee shall, at the request and expense of the Company (or its
          nominee), (whether during or after the termination of this Agreement
          for any reason) apply or join in applying for patents, trade marks or
          other equivalent protection in the United Kingdom or any other part of
          the world for any Invention and complete all instruments and do all
          things necessary for vesting patents, trade marks or other equivalent
          protection when obtained and all right, title and interest to and in
          the same in the Company (or its nominee) absolutely and as sole
          beneficial owner. The Employee hereby irrevocably appoints the Company
          and its authorized officers and agents to be his attorney in his name
          and on his behalf to complete any such instrument or do any such thing
          and generally to use his name for the purpose of giving to the Company
          (or its nominee) the full benefit of the provisions of this Clause.

11.3      Until such time as any Invention is fully vested in the Group pursuant
          to Clause 11.2 the Employee shall hold all rights, title and interest
          in the Invention in trust for the Group absolutely.

11.4      The Employee acknowledges and agrees that the Employee will not
          (whether during or after his employment with the Group) apply or join
          in applying for any patent, registered design, trade mark, copyright
          or other equivalent protection in respect of any Invention without the
          prior written approval of the Company.

                                      18
<PAGE>

11.5      The Employee further acknowledges that having regard in particular to
          the nature of the business of the Group and the nature of the
          Employee's skills, qualifications and expertise:-

11.5.1    the normal duties of the Employee include the making of Inventions and
          Inventions may result from the carrying out by the Employee of his
          duties; and

11.5.2    because of the nature of the Employee's duties referred to in this
          Clause and the responsibilities arising from the nature of those
          duties, the Employee has a special obligation to further the interests
          of the Group's undertaking.

12.       Termination

12.1      The employment of the Employee and this Agreement may be terminated
          for cause by the Company without notice and without payment in lieu of
          notice for any of the following reasons, and upon such termination,
          the Company shall have no further obligation or liability to the
          Employee relating to the Employee's employment or this Agreement,
          other than any salary, bonus and/or any benefits provided hereunder
          that are earned but unpaid through the Termination Date:-

12.1.1    if the Employee shall become of unsound mind;

12.1.2    in the event of the Employee's death;

12.1.3    if the Employee shall have committed any breach of his obligations
          under this Agreement, including without limitation any breach of
          Clauses 2.3, 3.2, 9, 10, 11 and/or 15; or persistently failed or
          neglected to carry out his duties under this Agreement; or failed to
          maintain a satisfactory standard of conduct or performance within a
          reasonable time after receiving written warning from the CEO relating
          to the Employee's conduct and/or performance; committed any act in
          violation of the Company's policies and/or procedures; or committed
          any act of insubordination or disloyalty or breach of fiduciary duty
          toward the Company or any Group Company;

12.1.4    if the Employee shall have engaged in conduct (whether or not in the
          course of his employment) tending to bring himself, the Company or any
          Group Company into disrepute or otherwise to affect prejudicially the
          interests of the Company or any Group Company;

12.1.5    if the Employee shall have committed a felony or an act of bankruptcy,
          fraud or embezzlement or compounded with his creditors generally; or
          misappropriated any money, assets or other property (tangible or
          intangible) of the Company or any Group Company; or committed any act
          of unfair

                                      19
<PAGE>

          competition with the Company or any Group Company; or committed any
          acts in violation of any applicable securities laws, civil or
          criminal; or committed any acts in violation of any applicable
          immigration laws that subjects the Company or Group Companies to
          liability or that prevents the Company from employing the Employee in
          any jurisdiction in which the Company desires to employ him; or

12.1.6    if the Employee is convicted of any criminal offense (excluding any
          offense under the road traffic legislation in the United Kingdom,
          France or comparable legislation in the United States or elsewhere in
          respect of which a custodial sentence for such road traffic violation
          is not imposed on the Employee).

12.2      If a disciplinary matter arises involving the Employee, the Employee
          may be suspended or otherwise disciplined or terminated on such terms
          and conditions as the CEO may reasonably determine, provided that the
          Employee's salary and benefits hereunder shall not be reduced or
          withheld as a result of such suspension or discipline short of
          termination. In the event the Employee's employment hereunder is
          terminated as a result of a disciplinary issue, the Company may effect
          such termination without notice or payment in lieu of notice, pursuant
          to Clause 12.1.

12.3      In the event the Company has not terminated the Employee's employment
          and this Agreement for cause under Clause 12.1 and/or 12.2, the
          employment of the Employee and this Agreement may be terminated at any
          time and for any reason by either party giving to the other notice in
          accordance with Clause 2.2 above.

12.3.1    If the Employee chooses to terminate his employment and this Agreement
          for any reason, he shall provide the notice in accordance with Clause
          2.2 and the Company shall have no further obligation or liability to
          the Employee relating to the Employee's employment or this Agreement,
          other than any salary, bonus and/or any benefits provided hereunder
          that are earned but unpaid through the Termination Date.

12.3.2    If, upon notice by the Company under Clause 2.2, the Employee's
          employment and this Agreement are terminated for reasons other than
          those set forth in Clauses 12.1, 12.2, 12.3.1 or 12.4, the Employee
          will be entitled, for a period of nine (9) months after the
          Termination Date, to: (i) the continuation of his base salary in
          effect under Clause 4.1 as of the Termination Date, payable in
          accordance with Clause 4.1.2.1, and (ii) the continued vesting of any
          stock options already granted to the Employee by the Termination Date.
          Provided, however, that if the Employee violates one or more of his
          -----------------
          obligations under Clauses 9, 10, 11, 14 and/or 15, he shall not be
          entitled to any of the payments set forth in this Clause 12.3.2.

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<PAGE>

12.4      If within one year after a Change in Supervision is effective, the
          Employee's employment hereunder is terminated by the Company for
          reasons other than those set forth in Clause 12.1, 12.2 or 12.3.1, and
          the Company provides notice of termination under Clause 2.2, the
          Employee shall, subject to earlier termination under Clauses 12.1
          and/or 12.2, remain employed for an additional three (3) months beyond
          the three (3) month notice period set forth in Clause 2.2, for a total
          of six (6) months after the date upon which the Company provides
          notice under Clause 2.2 (the "Transition Period"), and during such
          Transition Period the Employee shall provide any services as may be
          reasonably required by the CEO. For purposes of this Clause 12.4, a
          substantial reduction in the Employee's responsibilities (including
          without limitation a reduction in the Employee's responsibilities
          resulting from the spinning out of one or more of the service lines or
          components of the Company into a new business for which the Employee
          is not responsible) that occurs within one year after a Change in
          Supervision is effective shall constitute a "termination" of the
          Employee's employment pursuant to this Clause 12.4, if, within 60 days
          of such substantial reduction in his responsibilities, the Employee
          provides the Company with written notice that he deems such
          substantial reduction as a termination under this Clause 12.4. At the
          conclusion of the Transition Period the Employee's employment and this
          Agreement shall terminate and the Employee will be entitled, for a
          period of eighteen (18) months after the Termination Date, to (i) the
          continuation of his base salary in effect under Clause 4.1 as of the
          Termination Date, payable in accordance with Clause 4.1.2.1 as long as
          Employee continues to make himself available in order to assist in the
          transition at mutually agreeable times and locations; and (ii) the
          continued vesting of any stock options already granted to the Employee
          by the Termination Date. Provided, however, that if the Employee
                                   --------  -------
          violates one or more of his obligations under Clauses 9, 10, 11, 14
          and/or 15, he shall not be entitled to any of the payments or benefits
          set forth in this Clause 12.4; and provided further, that if the
                                         --------------------
          Employee's employment and this Agreement are terminated under Clauses
          12.1, 12.2, and/or 12.3.1 during the Transition Period, the Employee
          shall not be entitled to the benefits set forth in this Clause 12.4,
          but he shall receive only the payments and/or benefits set forth in
          the respective Clause under which his employment and this Agreement
          are terminated.

12.5      If the Employee shall at any time be prevented by illness or accident
          or other incapacity or disability from properly performing his duties
          with or without reasonable accommodation for a period of three
          consecutive months or for more than 60 working days in any consecutive
          12 months, the Company may terminate the Employee's employment and
          this Agreement without notice and without payment in lieu of notice.
          Upon termination under this Clause 12.5, the Employee will be
          entitled, for a period of nine (9) months after the Termination Date,
          to: (i) the continuation of his base salary in effect under Clause 4.1
          as of the Termination Date, payable in accordance with Clause 4.1.2.1,
          and (ii) the continued vesting of any stock options already granted to
          the Employee by the Termination Date. Provided, however, that if the
                                                --------  -------
          Employee violates one or more of his obligations under Clauses 9, 10,
          11, 14 and/or 15, he shall not be entitled to any of

                                      21
<PAGE>

               the payments set forth in this Clause 12.5.

12.6           The termination by the Company of the Employee's employment and
               this Agreement shall be without prejudice to any claim which the
               Group may have for damages arising from any breach by the
               Employee giving rise to such termination.

12.7           In the event that either party gives notice under Clause 2.2 to
               terminate the Employee's employment and this Agreement pursuant
               to Clauses 12.3 or 12.4, the Employee agrees:-

12.7.1         during the notice period set forth in Clause 2.2 above and/or the
               Transition Period, the CEO may in his absolute discretion require
               the Employee to perform only such duties as he may allocate to
               him and may limit the performance of the Employee's duties in any
               manner, including, without limitation, restricting or prohibiting
               the Employee from (i) having any contact with Clients of the
               Company or any Group Company; (ii) having any contact (other than
               purely social contact) with such employees of the Company and any
               Group Company as the CEO shall determine; and/or (iii) excluding
               the Employee from any premises of the Company or of any Group
               Company (without providing any reason therefor); and

12.7.2         That such action taken on the part of the Company shall not
               constitute a breach of this Agreement of any kind whatsoever nor
               shall the Employee have any claim against the Company in respect
               of any such action;

               PROVIDED ALWAYS that throughout the period of any such action not
               exceeding the period of notice in Clause 2.2 or the Transition
               Period, the Employee's salary and contractual benefits hereunder
               shall not cease to be paid or provided (unless and until his
               employment hereunder shall be terminated for any reason).

12.8           Should the Company terminate the Employee's employment hereunder
               pursuant to Clauses 12.3.2 or 12.4, the Company may elect to make
               a payment in lieu of any period or any part of any period of
               notice or of the Transition Period. The Employee is required to
               mitigate his loss and any payment in lieu of notice may be
               reduced to take account of mitigation and to take account of the
               payment or any part of it being paid earlier than the salary or
               benefits to which he would otherwise be entitled under this
               Agreement. Any such payment shall be calculated by reference to
               the Employee's basic salary payable under Clause 4.1 and the cost
               to the Company of providing the Employee's benefits in accordance
               with this Agreement. The Employee shall not be entitled to any
               payment in lieu of bonus which might otherwise have fallen due
               during the relevant period.

12.9           If the Employee is absent and/or fails to make himself available
               for work during any period of

                                      22
<PAGE>

               notice of termination of the Employee's employment hereunder or
               during the Transition Period, other than at the request of the
               Company pursuant to clause 12.7 or with the prior written
               permission of the CEO, the Employee shall not be entitled to any
               payment of salary or to any benefits during such period of such
               absence.

13             Group Reconstruction

13.1           If before the termination of this Agreement, the employment of
               the Employee in his position as Chief Operating Officer shall
               require to be changed by reason of the reorganisation of the
               Group and he shall be offered employment in another similar
               position with the Company or any Group Company on terms and
               conditions substantially similar in compensation and benefits to
               these terms hereunder, then the Employee shall have no claim
               against the Company in respect of the alteration of his
               employment for such reason.

13.2           If as a result of any change in the Employees' employment within
               the Group, or as a result of performing his duties in
               jurisdictions which mean that the Employee becomes liable to pay
               income tax and/or social security contributions in another
               country in addition to or instead of his existing liability to
               income tax and/or social security contributions in France, the
               Company agrees to ensure that the Employees' gross remuneration
               is adjusted so that his net remuneration remains substantially
               the same but not necessarily identical to that enjoyed by the
               Employee before the events anticipated in this clause.

13.3           So far as is reasonably practical and subject to the rules of the
               relevant schemes, the Company agrees to continue the Employee's
               participation in the benefit schemes referred to in Clauses 4.7
               and 4.8 of this Agreement or to make similar arrangements, if the
               events anticipated in Clause 13.2 take effect, to provide
               benefits which are substantially the same (but not necessarily
               identical).

14             Action to be taken upon Termination

14.1           Upon the Termination Date the Employee shall immediately deliver
               to the Company all Confidential Information, Inventions and
               supporting documentation of any Inventions (whether or not
               lawfully obtained), keys, security passes, electronic or other
               passwords, telephones, laptops, computers, printers, fax
               machines, diskettes, cars, credit cards and other property of the
               Company or any Group Company or any of their respective customers
               or clients in his possession or under his control and the
               Employee shall not retain any copies of the Company's
               Confidential Information. The Employee shall at the Company's
               request delete all Confidential Information from any re-usable
               medium.

                                      23
<PAGE>

14.2           Upon the Termination Date, the Employee shall immediately vacate
               any Company-provided apartment and immediately return all keys to
               such apartment to the Company; and shall immediately return any
               Company-provided cars and all keys to any such cars to the
               Company.

15             Restrictions following Termination

15.1           The Employee acknowledges that during the course of his
               employment with the Group he will be privy to Confidential
               Information and he will make, maintain and develop personal
               knowledge of, influence over and valuable personal contacts with
               Clients, Suppliers, staff and third parties. He therefore
               covenants with the Group that, save with the previous express
               written consent of the Company, he will not in the Restricted
               Territories, directly or indirectly, on his own behalf or on
               behalf of any other person, concern, undertaking, partnership,
               association, firm or body corporate:

15.1.1         during the period of two (2) years following the Termination
               Date: deal with, seek employment or engagement with, be employed
               or engaged by or engage in business with or be in any way
               interested in or connected with any, or act as, a Competitor;

15.1.2         during the period of two (2) years following the Termination
               Date: seek employment or engagement with, or be employed or
               engaged by any Client;

15.1.3         during the period of two (2) years from the Termination Date:
               seek to or solicit business from, engage in or conduct business
               with, deal with, or work on any account or business of, any
               Client for the purpose of providing to that Client services which
               are the same as or similar to those which the Group has provided
               or has proposed to provide to such Client;

15.1.4         during his employment with the Group and during the period of two
               (2) years from the Termination Date: interfere or seek or attempt
               to interfere with any contractual or other trade relations
               between the Group and any of its or their Suppliers or Clients,
               or in any manner seek or attempt to or actually induce, persuade
               or encourage any such Supplier or Client to cease its
               relationship or potential relationship with the Group;

15.1.5         during his employment with Group and during the period of two (2)
               years from the Termination Date: recruit, solicit or endeavor to
               entice away from the Group in order to engage in any activity or
               alternative employment any employee, officer or consultant of the
               Group (whether or not such person would commit any breach of his
               contract of employment or engagement by reason of leaving the
               service of such company), or knowingly employ, engage, assist in
               or procure the employment or engagement by any other person,
               concern, undertaking, partnership, association, firm or body
               corporate of any such person;

                                      24
<PAGE>

15.1.6    at any time: communicate to any person, concern, undertaking,
          partnership, association, firm or body corporate anything which is
          intended to or which will or may damage the reputation or good
          standing of the Group.

15.2      The Employee will not at any time following the Termination Date, save
          with the previous express written consent of the Company, represent
          himself as being in any way connected with or interested in the
          business of the Group.

15.3      The Employee agrees that his services are unique to the Group and that
          the restrictions contained in Clauses 15.1 and 15.2 are reasonable and
          necessary for the protection of the legitimate interests of the Group
          and that, having regard to those interests, those restrictions do not
          work harshly on him. It is nevertheless agreed that if any of those
          restrictions shall taken together or separately be held by a court of
          competent jurisdiction to be void or ineffective for any reason but
          would be held to be valid and effective if part of its wording were
          deleted, or the activity, time period or area of application reduced,
          such restriction shall apply with such deletions and/or modifications
          as may be necessary to make it valid and effective to the maximum
          extent possible. The Employee further acknowledges that the
          restrictions contained in Clauses 15.1 and 15.2 shall apply in
          relation to all Clients and Suppliers notwithstanding that such
          Clients and Suppliers may have been introduced to the Group by the
          Employee before or during his employment with the Group.

15.4      The restrictions contained in each sub-clause of Clause 15.1 shall be
          construed as separate and individual restrictions and shall each be
          capable of being severed without prejudice to the other restrictions
          or to the remaining provisions.

15.5      If the Company transfers all or any part of its business to a third
          party ("the transferee") the restrictions contained in this Clause
          shall with effect from the Employee becoming an employee of the
          transferee apply to the Employee as if references to the Company
          include the transferee and references to any Group Company were
          construed accordingly and as if references to customers, Clients or
          Suppliers were to Clients or Suppliers of the Company and/or the
          transferee and their respective Group Companies.

15.6      The Employee hereby agrees that he will at the request and cost of the
          Company enter into a direct agreement or undertaking with any Group
          Company whereby he will accept restrictions and provisions
          corresponding to the restrictions and provisions contained in Clause
          15 (or such of them as may be appropriate in the circumstances) in
          relation to such services and such area and for such period as such
          Group Company or Companies may reasonably require for the protection
          of its or their legitimate interests.

                                      25
<PAGE>

15.7      Before accepting any offer of alternative employment the Employee
          undertakes that he shall provide a copy of this Agreement to his
          prospective new employer.

15.8      The restrictions set out in this Clause 15 are without prejudice to
          other express or implied duties whether fiduciary or otherwise owed by
          the Employee to the Company or any Group Company.

16        Directorship and Officer Positions

          If the Employee is at any time appointed a director of the Company or
          any Group Company, and with respect to any officer positions he may
          hold in the Company or any Group Company, including the COO position:-

16.1      if for any reason he shall subsequently resign as a director of the
          Company or be disqualified or declared unfit to be a director or
          officer of any company, his employment and this Agreement shall
          automatically terminate and the provisions of Clause 12.1 shall apply.

16.2      If any one of Clauses 12.1 through 12.5 is invoked, the Employee will
          resign from any and all officer and/or director positions that he may
          hold in the Company or any Group Company, and from any other offices
          he may hold as nominee or representative of the Company or any Group
          Company, such resignation(s) to be effective as follows: (i) as of the
          day the Employee receives or provides notice under Clause 2.2, if
          Clauses 12.3.1, 12.3.2 or 12.4 are invoked; or (ii) as of the
          Termination Date, if Clauses 12.1, 12.2 or 12.5 are invoked. The
          Employee shall so resign any and all director and/or officer positions
          without claim for compensation for loss of office (but without
          prejudice to any claim he may have against the Company arising out of
          any breach of this Agreement by the Company) and, should he fail to do
          so, the Company is hereby irrevocably authorised to appoint some
          person in his name and on his behalf to sign any documents and do any
          things necessary or requisite to give effect to such resignations.

17        Statutory Requirements

17.1      For the purpose of the Employment Protection (Consolidation) Act 1978
          as amended, it is hereby further agreed and declared that:

17.1.1    the Employee's continuous employment with the Company began on July
          14, 1997;

17.1.2    if the Employee has a grievance which he wishes to discuss formally he
          should raise it with the CEO. If not satisfactorily resolved, he may
          refer it to the Board, whose decision on the matter will
<PAGE>

               be final and binding;

17.2           The Employee authorises the Company to deduct and to retain from
               any salary or other remuneration (including without limitation
               any payment made to the Employee in lieu of notice) accrued to
               him in consideration of his employment by the Company (whether or
               not actually paid during the continuance of his employment):

17.2.1         any sum due from the Employee to the Company or any Group
               Company.

18             General

18.1           This Agreement is the entire agreement between the parties and is
               in substitution for all previous contracts of service or other
               arrangements relating to his employment between the Employee and
               the Group, all of which shall be deemed to have been terminated
               by mutual consent as from July 14, 1997, except for any written
               stock option agreements entered into by the Employee and the
               Company or any Group Company, which shall remain in full force
               and effect in accordance with their respective terms. This
               Agreement may not be varied without the consent in writing of
               both parties.

18.2           The termination of this Agreement for any reason shall not
               operate to affect such of the provisions of this Agreement as are
               expressed to remain in full force and effect notwithstanding such
               termination, including, without limitation, any and/or all of the
               provisions set forth in Clauses 9, 10, 11, 14 and/or 15. This
               Agreement shall be binding upon the Employee's heirs, executors,
               administrators and legal representatives. The Company shall have
               the right to assign this Agreement to its successors and assigns,
               and this Agreement shall inure to the benefit of and be
               enforceable by said successors or assigns.

18.3           The Employee acknowledges and agrees that any breach or
               anticipated breach by him of any part or the entirety of Clauses
               9, 10, 11, 14 and/or 15 will cause irreparable damage to the
               Company and/or Group Companies, and in the event of such breach
               or anticipated breach, the Company shall have, in addition to any
               and all remedies of law, the right to an injunction, specific
               performance or other equitable relief to prevent or cease any
               such violation by the Employee.

19             Notices

19.1           Any notice to be served in connection with and any notice or
               other correspondence under or in connection with shall be
               delivered:

19.1.1         in the case of the Company, to its headquarters, care of the CEO,
               for the time being; and

19.1.2         in the case of the Employee, to his address given or to such
               other address as may be notified by him.

               in writing or transmitted by facsimile or sent by first
                    class pre-paid mail or delivered by hand in

                                      27
<PAGE>

               each case to the address as set out above.

19.2           Any such notice or correspondence shall be deemed to have been
               served as follows:

19.2.1         in the case of service by first class mail, on the third business
               day after the day on which it was placed in the mail;

19.2.2         in the case of delivery or facsimile transmission (subject, in
               the case of facsimile transmission, to oral confirmation of
               receipt of all transmitted pages) on the day it is delivered or
               transmitted provided that if that day is not a business day or,
               being a business day, transmission or delivery takes place after
               5:00 p.m., then at 9:00 a.m. on the first business day following
               delivery or transmission of the notice.

19.3           Subject to Clause 19.2, in proving service by mail or delivery it
               shall be sufficient to prove that the notice or correspondence
               was properly addressed and left at or placed in the mail to the
               place to which it was so addressed.

19.4           In this Clause, "business day" means any day other than Saturday,
               Sunday or any other day which is a public holiday in the place
               where or to which the notice or correspondence is left or
               dispatched.

20             Governing Law

               This Agreement shall be governed by and construed in accordance
               with the Laws of England.

          EXECUTED as a deed and delivered on the date set out at the head of
this Agreement.

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      SIGNED as a Deed by CAMBRIDGE
      TECHNOLOGY PARTNERS
      (MASSACHUSETTS), INC., acting  )
       by                             )      /s/ Warren Musser
                                             ---------------------------
                                             Warren V. Musser, Chairman
                                             of the Board

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      SIGNED as a Deed by   )
      GERARD VAN KEMMEL          )           /s/ Gerard Van Kemmel
                                             --------------------------
      in the presence of:        )           Gerard Van Kemmel
                                             --------------------------

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