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                                                                   EXHIBIT 10.20



Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement


                                MASTER AGREEMENT

                                    BETWEEN

                             CINERGY SERVICES, INC.

                                      AND

                          CONVERGENT GROUP CORPORATION

                    (CVG REFERENCE NO. 200000285 AND U-0337)


         This Master Agreement (hereinafter referred to as "Agreement") is made
and entered into as of March 31, 2000 (the "Effective Date"), by and between
Cinergy Services, Inc., a Delaware corporation with a place of business at 139
Fourth Street, Cincinnati, OH 45201 (hereinafter referred to as "CSI"), and
Convergent Group Corporation, a Delaware corporation with a place of business
at 6399 South Fiddler's Green Circle, Suite 600, Englewood, CO 80111
(hereinafter referred to as "CONVERGENT") (collectively hereinafter referred to
as "Parties").

WHEREAS, CONVERGENT represents that it is capable of providing to CSI with
e-commerce, Digital Utility and other technical and management services as
required to manage and support the development and implementation of strategic,
technical and internet systems and applications to support CSI's corporate
business objectives;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
receipt and sufficiency of which are hereby acknowledged, with said
consideration binding the Parties, the Parties agree as follows:

1.       STATEMENT OF SERVICES - SCOPES OF WORK; EXECUTIVE MEETINGS

1.1      CONVERGENT shall provide to CSI various professional, technical and
management services and products and the technical services related thereto
based on the strategic service categories generally set forth on Schedule A -
Services. The specific services to be performed or products to be delivered by
CONVERGENT and the implementation schedule therefor shall be detailed in
separate "Scopes of Work" to be agreed upon by the Parties as required by this
Agreement, each of which shall be attached to and become part of this Agreement
as additions to Schedule B - Scopes of Work (the "Work"). As part of the Work,
CONVERGENT may be required to procure for CSI at competitive industry pricing
and at CSI's direction (a) hardware manufactured by third parties (hereinafter
referred to as "Hardware"), (b) the licensing and maintenance of third party
application software and operating system software (hereinafter referred to as
"Third Party Software"), and (c) other products and services associated with
system integration, internet and web enablement, and potentially CSI labor
outsourcing services (hereinafter referred to as "Third Party Services"), as
well as provide professional, technical and management services to CSI for
Custom Software (as defined in a Scope of Work, if any) as well as provide
technical services related thereto. CONVERGENT shall provide to CSI prices,
terms and conditions for such Hardware, Third Party Software and Third Party
Services that are no less favorable than the prices, terms and conditions
offered to any


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CINERGY SERVICES, INC.,
Convergent Group Corporation Professional Services Agreement


other client of CONVERGENT for the purchase under substantially similar
circumstances of similar Hardware, Third Party Software and Third Party
Services.

1.2         During the term of this Agreement, the Parties shall have executive
meetings no less frequently than monthly on or before the fifth day of each
calendar month (by telephone conference or as otherwise agreed upon by the
Parties) to discuss and determine the specific Scopes of Work to be performed by
CONVERGENT, typically over the next 30-120 days (including modifications to
existing Scopes of Work) as well as the Work performed during the preceding
months and the leveling of Work under this Agreement in light of the
requirements of this Section and Section 6.2. The first such meeting shall be
held within five days after the execution of this Agreement. Such executive
meetings shall be attended by appropriate personnel of each party that are
authorized to act on behalf of such Party in all matters pertaining to the
applicable Scopes of Work. The initial representatives for the executive
meetings shall be as listed on Exhibit 1.2C, which shall be completed by the
parties and added to this Agreement within ten days after the execution of this
Agreement. Each of the Parties may change such designated representatives upon
written notice to the other. At such executive meetings, the Parties (a) each
may propose specific items of work (including modifications) to be contained in
current and future Scopes of Work and (b) specifically shall discuss and agree
upon resource allocation and procurement requirements with respect to such
Scopes of Work. CONVERGENT shall prepare a "Task Authorization" detailing the
proposed Scopes of Work agreed upon by the Parties, and, if accepted by CSI,
shall become a Scope of Work to be attached to this Agreement. The Parties
diligently shall work to ensure that a minimum of $1,600,000 in Work are
identified, contracted and, where possible, performed in each calendar month
during the term of this Agreement. CONVERGENT shall guaranty that it will have
the personnel and resources available to perform the Task Authorization in the
designated time. The initial team of people that will work on CSI Work is
attached as Exhibit 1.2A. Such list is subject to revision by CONVERGENT from
time to time in accordance with good commercial practices and as necessary in
order to better and more effectively serve CSI. CONVERGENT's current hourly rate
sheet as of March 31, 2000 is attached as Exhibit 1.2B.

1.3         All Work shall be performed in accordance with sound and generally
accepted professional practices and industry standards by professional,
managerial and administrative personnel fully qualified in the respective
professional disciplines required.

1.4         CONVERGENT shall have the professional, managerial or technical
responsibility for the validity, accuracy and reliability of the Work performed
to the reasonable satisfaction of CSI in accordance with mutually determined
acceptance criteria.

2.          SCOPE OF AGREEMENT; STRATEGIC RELATIONSHIP AGREEMENT

2.1         This Agreement and the Schedules hereto constitute the entire
agreement and understanding of the Parties with respect to the subject matter
hereof and supersede and replace all prior agreements and understandings,
whether oral or written with respect to such subject matter; provided, however,
that notwithstanding the foregoing, this Agreement does not supersede, replace,
amend, or otherwise modify that certain Agreement U290 for maintenance services
or that certain Master Agreement between CSI and CONVERGENT dated July 10, 1997
(CVG Reference No. U159) as amended from time to time (the "Previous
Agreement"). Change Order #22 of the Previous Agreement is hereby terminated
with respect to the Previous Agreement and shall be Scope of Work #1


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Convergent Group Corporation Professional Services Agreement



under this Agreement. The Parties shall, promptly after execution of this
Agreement, revise existing maintenance agreements to provide for new levels of
services.

2.2      This Agreement may be amended or modified only by a Change Order, a
Scope of Work in writing or other written agreement, duly executed by both
Parties.

2.3      The Parties further agree to negotiate in good faith the terms and
conditions of a Strategic Relationship Agreement that shall be executed by the
Parties no later than 30 days after the Effective Date.

3.       CONVERGENT EMPLOYEES

3.1      CONVERGENT personnel shall be and will remain at all times, during this
Agreement, employees of CONVERGENT. CSI shall not be responsible for any
payments due CONVERGENT employees on account of, or in connection with, this
Agreement.

3.2      CONVERGENT employees assisting CSI under this Agreement ("Project
Personnel") who are found, in CSI's sole opinion, to be unsatisfactory for
services to be performed hereunder, shall be removed by CONVERGENT immediately
upon receipt of written notice from CSI. Such employee shall be replaced with
another CONVERGENT employee satisfactory to CSI as soon as possible.

4.       PATENTS AND INVENTIONS

4.1      Deliverable Products and other materials furnished by CONVERGENT.

         4.1.1    CONVERGENT has developed numerous proven proprietary materials
         which provide the methodologies for the development of the Deliverable
         Products (if any, as agreed upon and defined in a particular Scope of
         Work) and may be used in connection with the Work. CSI agrees that
         CONVERGENT shall own all such products, materials, and methodologies
         and that CSI shall have or obtain no rights in such proprietary
         products, materials, and methodologies except pursuant to a separate
         written agreement executed by the Parties. CSI understands that
         CONVERGENT proprietary costs analysis and strategic planning models and
         facilities database and internet related models and designs or certain
         software products may be used under this Agreement and CSI agrees not
         to exhibit, distribute, or otherwise disclose any such proprietary
         methods and materials to external or third parties without prior
         approval in writing from CONVERGENT. Except as may be otherwise
         provided in a separate written agreement executed by the Parties,
         CONVERGENT shall continue to market, distribute, make derivative works
         from and sell similar work to other companies without further notice to
         nor consent from CSI. Nothing in this Agreement shall restrict or
         prohibit CONVERGENT's right to use concepts, techniques, and know-how
         used or developed in the course of performing the Work.

         4.1.2    CONVERGENT shall be the owner of copyright or other
         intellectual property rights in any Deliverable Products. CONVERGENT
         grants to CSI a perpetual unrestricted, royalty-free, nonexclusive
         license to reproduce and use, for CSI's internal purposes only, any
         materials developed for CSI related to this Agreement, not including
         Third Party Software. CSI shall not exhibit, distribute, or otherwise
         disclose any proprietary software, methods, or materials to external
         or


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Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

         third parties without prior approval in writing from CONVERGENT. For
         purposes of this Section 4.1.2, "third parties" (A) includes (i) any
         party which provides services external to the current Cinergy Corp.
         service enterprise, which includes the utility service geographic area
         served by Cinergy Corp. and the current CSI Affiliates through
         electric distribution lines or natural gas extensions owned by Cinergy
         Corp. and the current CSI Affiliates, but specifically excludes
         geographic areas in which Cinergy Corp. and the current CSI Affiliates
         provide energy as a commodity over distribution lines or extensions
         owned by others, and (ii) any party which provides goods and services
         other than electricity, water, steam or natural gas and any extensions
         thereof; notwithstanding that fact that such party may later become a
         CSI Affiliate (as such term is defined in Section 4.1.3 below)
         following an acquisition or merger and (B) excludes any entity which
         is a CSI Affiliate as of the Effective Date.

         4.1.3    The CONVERGENT grant of a license for CSI to use the Custom
         Software includes the right of any entity which is a CSI Affiliate as
         of the Effective Date to use the Custom Software for such CSI
         Affiliate's internal business purposes only. "CSI Affiliate" means (i)
         Cinergy Corp. and any entity in which the voting and equity interests
         are owned 50% or more by Cinergy Corp. (provided that if Cinergy Corp.
         is the surviving entity in a merger or consolidation, the requirements
         of clause (ii) below are satisfied with respect to Cinergy Corp.
         following such merger or consolidation), and (ii) the surviving entity
         in any merger or consolidation involving Cinergy Corp., provided that
         the stockholders of Cinergy Corp. continue to own not less than 50% of
         the voting and equity interests of such entity following such merger or
         consolidation. Once a CSI Affiliate has been licensed to use the Custom
         Software pursuant to this Section 4.1.3, it shall retain such license
         notwithstanding the fact that it shall no longer qualify as a CSI
         Affiliate. CSI shall be entitled to extend the license granted in this
         Section 4.1.2 to new Cinergy Corp. service territories and to third
         parties which become CSI Affiliates after the Effective Date, provided
         CSI pays a license fee equal to 50% of the original license fee price
         determined on a per customer or similar basis at the time the original
         license fee was paid; and provided further that this sentence shall not
         apply to the limited list of entities set forth on Exhibit 4.1.3. For
         example, assume that CSI pays a license fee of $150,000 for Custom
         Software at a time when CSI has 1.5 Million customers. Further assume
         that CSI subsequently acquires a new wholly-owned subsidiary with 1.0
         Million customers. To extend the license for the Custom Software to the
         new wholly-owned subsidiary, CSI would be required to pay a license fee
         of $50,000 ([1.0 Million divided by 1.5 Million] x $150,000 x 50%). CSI
         and the CSI Affiliates agree not to exhibit, distribute, or otherwise
         disclose any of the proprietary software, methods, or materials to
         third parties without prior approval in writing by CONVERGENT.

         4.1.4    This Section 4.1 applies to Deliverable Products provided
         under this Agreement and to the Custom Software already developed by
         CONVERGENT under Agreements U159 and U290.

4.2      Third Party Software licenses typically will be executed between CSI
and the Third Party Software vendors. Grants of licenses for all Third Party
Software licenses will be transferred from the third party to CSI in accordance
with a mutually acceptable license agreement.


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Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

5.       PRICING

5.1      The price for the Work performed by CONVERGENT during the term of this
Agreement is $40,000,000.00 (the "Total Price"), payable as follows:

         5.1.1   Subject to Section 6.2, CSI shall pay to CONVERGENT a minimum
         of $1,600,000.00 of the Total Price each calendar month during the
         term of this Agreement regardless of the amount of Work performed
         during such calendar month (the "Minimum Monthly Payment"). If the
         Work completed or to be performed by CONVERGENT exceeds or is expected
         to exceed the Minimum Monthly Payment for a calendar month, then CSI
         shall be required to pay such amount in addition to the Minimum
         Monthly Payment (the "Additional Payment") as required by Article 6.

         5.1.2   To the extent that CSI has paid CONVERGENT less than the Total
         Price by the 24th month of this Agreement, regardless of the actual
         Work performed by CONVERGENT, then CONVERGENT shall be entitled to
         invoice, and CSI shall pay, the difference between the Total Price and
         the amount actually paid by CSI during the term of the Agreement.


         5.1.3   Reasonable expenses incurred by CONVERGENT in performing the
         Work, including, but not limited to, air transportation, auto rental,
         rail transportation, cabs, parking, lodging and meals, express air
         shipments, data transmittal, telephone calls, copying costs, and
         similar expenses and costs ("Incidental Expenses") shall be billed to
         and paid by CSI at CONVERGENT's actual cost. Incidental Expenses shall
         not be counted towards satisfying any Minimum Monthly Payment,
         Additional Payment, or the Total Price. CONVERGENT shall provide CSI
         with a monthly receipt of its Incidental Expenses in such detail as is
         reasonably acceptable to CSI.

         5.1.4   Approximately 75% of the Total Price shall be allocated by CSI
         towards payment for CONVERGENT's core professional, management and
         related technical services (i.e., approximately 25% of the Total Price
         may be allocated by CSI towards non-labor products or services). The
         Parties shall monitor the percentage allocations called for pursuant
         to this Section and may from time to time adjust the targeted
         percentage allocation upon mutual agreement.

         5.1.5   CSI shall pay all taxes, however designated, associated with
         the Work or otherwise payable hereunder, exclusive of taxes based on
         the net income of CONVERGENT or taxes related to employees or agents
         of CONVERGENT (e.g. social security payments for CONVERGENT
         employees). If any charges under this Agreement are exempt from sales
         or use tax liability, CSI shall provide to CONVERGENT, upon execution
         of this Agreement, evidence of tax exemption acceptable to the
         relevant taxing authority.

         5.1.6   All Work performed by CONVERGENT under this Agreement shall be
         billed to CSI at CONVERGENT's then current standard rates or on a
         fixed price basis as quoted by CONVERGENT and agreed to by CSI.
         Notwithstanding anything to the contrary in this Agreement, nothing in
         this Agreement shall require CSI to pay CONVERGENT more than the Total
         Price unless agreed to by the Parties in a Scope of Work. During the
         term of this Agreement, CONVERGENT shall update the rate sheet in
         Exhibit 1.2B to keep it current and CONVERGENT shall not increase the
         hourly rates of its employees or agents in a manner which is

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Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement



         inconsistent with the rates charged to other comparable clients with
         respect to comparable assignments.

6.       PAYMENT

6.1      CONVERGENT shall issue invoices for the Minimum Monthly Payment and
the Additional Payment (if any) within the ten (10) days of the end of each
calendar month for which such Minimum Monthly Payment and Additional Payment
(if any) applies (i.e., monthly in arrears), and CSI shall pay each such
invoice within 15 days after receipt of invoice.

6.2      During the term of this Agreement, every three months there will be a
quarterly reconciliation statement and true-up (the "True-Up") detailing how
previous Minimum Monthly Payments and Additional Payments have been applied
towards Work completed or to be performed. The True-Up will reflect whether
Additional Payments are due or the extent to which Minimum Monthly Payments
and/or Additional Payments previously received shall be credited against any
Minimum Monthly Payments and/or Additional Payments currently due because
either the Work has not been performed up to the total amount paid or the Work
was not performed in accordance with mutually determined acceptance criteria.
Notwithstanding the foregoing, no overpayments by CSI as determined by the
True-Up shall be credited against Minimum Monthly Payments to be made with
respect to the period from the Effective Date through July 31, 2000. The first
True-Up during calendar 2000 shall be performed in August, 2000 with respect to
work performed through July 31, 2000, and the results will be applied with
respect to the payments to be made in September, 2000 with respect to August,
2000 and, if necessary, with respect to subsequent months. The second True-Up
during calendar 2000 shall be performed in October, 2000 and the results will
be applied with respect to the payments to be made in November, 2000 with
respect to October, 2000 and, if necessary, with respect to subsequent months.
Thereafter, True-Ups shall be performed following each calendar quarter.
Notwithstanding the foregoing, overpayments by CSI shall be credited against
the Minimum Monthly Payments to be made with respect to the period from July
31, 2000 through December 31, 2000 only to the extent that the amount overpaid
by CSI exceeds 115% of the Work performed during such period. After December
31, 2000, overpayments made by CSI as determined by the True-Up with respect to
all periods shall be fully credited against subsequent Minimum Monthly Payments
and Additional Payments. At the end of the term of this Agreement, if
CONVERGENT has not performed Work valued at the Total Price in accordance with
mutually determined acceptance criteria, then this Agreement shall extend until
CONVERGENT has provided Work to that level at no charge to CSI (other than
Incidental Expenses). The Parties acknowledge the importance of leveling the
Work to be performed and any material monthly shortfall between the Work
performed to date and cumulative Minimum Monthly Payments shall be escalated to
senior management of the parties, initially Glenn E. Montgomery, Jr., CEO of
CONVERGENT and Larry Thomas, President of CSI, for their consideration.

6.3      In the event that an invoice remains unpaid for thirty (30) days after
the date it is received by CSI, CONVERGENT may charge CSI interest at the rate
of 1 1/2 percent per month on the unpaid balance of said invoice from date of
its receipt by CSI.

6.4      All invoices will be addressed to:

         Cinergy Services, Inc.

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Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

        Attn: Larry E. Thomas
        139 Fourth Street
        Cincinnati, OH 45201

6.5     CSI will make payments using Electronic Funds Transfers using the bank
and account information contained in Schedule C - Electronic Funds Transfer.

7.      TERM OF AGREEMENT

7.1     The term of this Agreement shall commence on the Effective Date and
terminate on March 31, 2002, and except as specifically provided in this
Section 7.1, this Agreement shall be neither cancelable nor subject to early
termination during the term hereof. The foregoing notwithstanding, in the event
either Party has materially breached any material term of this Agreement, the
other Party may provide the breaching Party with written notice of default. If
the breaching Party fails to cure such breach within 40 days of written notice
thereof, the non-breaching Party may immediately terminate this Agreement by
written notice to the other Party. In addition, if the parties fail to close on
or before December 31, 2000 a stock purchase agreement pursuant to which CSI or
an affiliate of CSI purchases approximately 4.99% of CONVERGENT's Common Stock,
the terms of this Agreement shall be subject to renegotiation at the option of
CSI. CSI must exercise such option in writing on or before January 31, 2001.
Senior management of the parties, initially Glenn E. Montgomery, Jr., CEO of
CONVERGENT and Larry Thomas, Vice President of CSI, shall meet within ten days
of the exercise of such option. If the Parties have failed to execute a
renegotiated agreement upon mutually acceptable terms and conditions within
twenty-five days after the exercise of such option, CSI may elect to terminate
this Agreement upon written notice to CONVERGENT. Upon such termination, and
except to the extent otherwise agreed by the Parties, all Work shall cease and
there shall be a full True-Up as of the date of such termination in accordance
with Section 7.1. If no early termination occurs, at least 90 days prior to the
end of the initial two-year term of this Agreement, CSI shall notify CONVERGENT
if it intends not to renew, extend, or renegotiate the terms of this Agreement.
Absent such notice, the Parties shall negotiate in good faith to renew or
extend this Agreement or negotiate a new agreement for services provided by
CONVERGENT.

7.2     All license rights granted but not paid in full by CSI shall cease
upon the expiration of this Agreement. Within fifteen (15) days after such
expiration, CSI shall certify to CONVERGENT in writing that the original and
all copies of the Custom Software, Documentation and Third-Party Software not
paid for in full by CSI, in any form, have been destroyed.

8.      CONFIDENTIALITY OF INFORMATION

8.1     The Parties acknowledge that in the course of this Agreement they will
have access to, and/or will be in possession of, Confidential Information of
the other. "Confidential Information" shall mean information regarded by the
disclosing Party as confidential, including, but not limited to, information
relating to its past, present, or future research, development, or business
affairs; future project purchases; any proprietary products, materials, or
methodologies; all items prepared for and submitted to the receiving Party in
connection with Work performed under this Agreement, including drafts and
associated material; and or any other information marked or, in the case of
information verbally disclosed, verbally designated as confidential at the time
of disclosure by the disclosing


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Party and is reduced to a written summary marked in accordance with the verbal
disclosure and delivered to the other Party within thirty (30) days after
disclosure.

8.2     Each Party shall hold in confidence, in the same manner as it holds its
own Confidential Information of like kind, all Confidential Information of the
other to which it may have access hereunder. Access to Confidential Information
shall be restricted to those of each Party's personnel, subcontractors and
other agents with a need to know and engaged in a permitted use. Both Parties
agree that their respective personnel, subcontractors, agents, and
representatives who are given access to Confidential Information relating to
this Agreement will be made aware of this Article and will understand that they
are bound by this Article. Deliverable Products marked confidential shall
neither be exhibited nor distributed in any way to parties external to this
Agreement.

8.3     The foregoing shall not prohibit or limit either Party's use of
information including, but not limited to, ideas, concepts, know-how,
techniques, and methodologies which (i) are or become generally available to
and known by the public (other than as a result of an unpermitted disclosure
directly or indirectly by the receiving Party hereunder or its agents,
representatives, or advisors), (ii) is or becomes available to it on a
nonconfidential basis from a source other than the disclosing Party or its
affiliates, advisors, agents, or representatives, provided that such source is
not and was not bound by a confidentiality agreement with or other obligation
of secrecy to the disclosing Party, (iii) has already been or is hereafter
independently acquired or developed by it without violating any
confidentiality agreement or other obligation of secrecy to the disclosing
Party, or (iv) is required by law or regulation to be disclosed, provided,
however, that it shall give the disclosing Party reasonable advance notice of
such requirements so that the disclosing Party may seek appropriate legal
relief against such disclosure.

8.4     The Parties hereto agree and acknowledge that any such Confidential
Information shall be considered for all purposes confidential and privileged
information under any local, state, or federal law and such Confidential
Information shall not be released pursuant to any local, state, or federal act,
law, or statute concerning "freedom of information."

8.5     This Article shall survive termination or expiration of this Agreement
for any reason for a period of three (3) years, except that the nondisclosure
obligations and restrictions on use with respect to any Confidential
Information that constitutes a trade secret shall continue in effect for so
long as the Confidential Information remains a trade secret.

8.6     The Parties acknowledge and agree that the provisions of this Article
are essential to the other Party and are reasonable and necessary to protect
the legitimate interests of the other Party and that the damages sustained by a
Party as a result of a breach of the agreements contained herein will subject a
Party to immediate, irreparable harm and damage, the amount of which, although
substantial, could not be reasonably ascertainable, and that recovery of
damages at law will not be an adequate remedy. Therefore, the Parties agree
that the other Party, in addition to any other remedy it may have under this
Agreement or at law, shall be entitled to seek injunctive and other equitable
relief to prevent or curtail any breach of any provision of this Article. The
Parties waive any right to the posting of a bond in the event of an issuance of
a temporary restraining order, preliminary injunction, or permanent injunction
upon the issuance of said order by a court of competent jurisdiction.

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8.7      Upon expiration or termination of this Agreement for any reason, both
Parties shall return to the other Party any Confidential Information or
proprietary information belonging to the other Party which is in its possession
or certify in writing by an officer of the corporation that such Confidential
Information has been destroyed, except that CONVERGENT shall be entitled to
retain a duplicate set of any configuration and/or customized software
delivered by CONVERGENT in connection with this Agreement. This Article shall
survive expiration or termination of this Agreement for any reason.

9.       EQUAL EMPLOYMENT

In performing the Work hereunder, CONVERGENT agrees to comply with all
applicable local, state, and federal laws, regulations, and orders relating to
fair and equal employment opportunity practices and policies.

10.      NON-SOLICITATION OF EMPLOYEES

10.1     The Parties agree that they will not, during the term of this
Agreement and for a period continuing for 24 months after the expiration or
termination of this Agreement, for any reason, directly or indirectly, solicit,
influence, entice, or encourage any person who is then or had been within one
(1) year of such action an employee to cease his or her relationship with that
Party, or otherwise interfere with, disrupt, or attempt to disrupt any past,
present, or prospective relationship, contractual or otherwise, between the
other Party and any of its employees.

10.2     The Parties further agree that they will not, during the term of this
Agreement and for a period continuing for 24 months thereafter, hire or attempt
to hire, whether as an employee, consultant, or otherwise, any person who was
employed by the other Party at any time during the term of this Agreement.

10.3     Both Parties acknowledge and agree that the provisions of this Article
are essential to them and are reasonable and necessary to protect the
legitimate interests of each Party and that the damages sustained by either
Party as a result of a breach of the agreements contained herein will subject
them to immediate, irreparable harm and damage, the amount of which, although
substantial, could not be reasonably ascertainable, and that recovery of
damages at law will not be an adequate remedy. Therefore, the Parties agree
that, in addition to any other remedy they may have under this Agreement or at
law, each shall be entitled to seek injunctive and other equitable relief to
prevent or curtail any breach of any provision of this Article. Both Parties
waive any right to the posting of a bond in the event of an issuance of a
temporary restraining order, preliminary injunction, or permanent injunction
upon the issuance of said order by a court of competent jurisdiction.

10.4     This Article shall survive termination or expiration of this Agreement
for any reason.

10.5     If the scope of any restriction contained in this Article is too broad
to permit enforcement of such restriction to its fullest extent, then such
restriction shall be enforced to the maximum extent permitted by law and each
Party hereby consents and agrees that the scope may be judicially modified in
any proceeding brought to enforce such restriction.

10.6     This Article shall not be applicable to retirees or persons
involuntarily separated or involuntarily redeployed.

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11.     SPECIAL CONDITIONS

11.1    The Scope of Work for each new piece of Work requested by CSI
(including mutually determined acceptance criteria) shall be jointly agreed
upon by CSI and CONVERGENT prior to the commencement of that Work, including
all costs and fees associated therewith. If a Scope of Work is requested by CSI
to be increased or changed in such a manner as to require additional labor or
expenses, and CONVERGENT agrees to such changes, the Parties will adjust both
scope and cost and fees, or other affected terms through written amendment to
this Agreement.

11.2    CSI and CONVERGENT reserve the right to subsequently amend this
Agreement to include services in addition to those specified in the attached
Schedules and outside the scope of Schedule A - Services. Compensation for
additional services or products will be agreed by CSI and CONVERGENT and may be
incorporated as Change Orders to this Agreement. All Work to be accomplished
will be defined in written Change Orders approved by the Parties in accordance
with the Change Order process defined in Schedule D - Change Order Procedure.
The Change Orders will define the objectives to be addressed, the scope of
services to be provided, the products to be delivered, the schedule to be met,
special considerations (as appropriate) and a Change Order price estimate or
fixed fee. CONVERGENT will be reimbursed as provided in the Change Order.

11.3    CONVERGENT's project team members will have the opportunity and
authority to contact personnel at CSI directly in the performance of technical
consulting duties.

12.     ADDRESSES OF PARTIES TO AGREEMENT

12.1    All correspondence, contracts, and communications between the Parties
to this Agreement should be made to the following:

        Cinergy Services, Inc.
        139 Fourth Street
        Cincinnati, OH 45201

        Attn: Larry E. Thomas

        Telephone: (513) 287-2488
        Facsimile: (513) 287-3044

        Convergent Group Corporation
        6399 South Fiddler's Green Circle
        Suite 600
        Englewood, CO 80111

        Attn: Glenn E. Montgomery

        Telephone: (303) 741-8400
        Facsimile: (303) 741-8401

12.2    All notices required or permitted hereunder shall be sufficient if
given in writing and if delivered personally, by overnight courier, or by
certified mail, return receipt requested, postage prepaid, addressed to
CONVERGENT or CSI, as the case may be, at the addresses set forth above or at
such other address as such Party shall have designated

Proprietary and Confidential

                                      -10-
<PAGE>   11
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement



in the manner provided in this Article. Notice shall be deemed given on the date
of receipt, in the case of personal delivery, or on the delivery or refusal
date, as specified on the return receipt, in the case of overnight courier or
certified mail.

13.      HARDWARE DELIVERY/INSTALLATION

13.1     Some Hardware may be delivered to CONVERGENT to be used for planning
and development efforts as specified in a Scope of Work. During the period that
the Hardware is located at the CONVERGENT facility, risk of loss shall be with
CONVERGENT and CONVERGENT is authorized by CSI to install, maintain, and request
warranty remedies from the third party Hardware manufacturer during the period
it is located at CONVERGENT's facility.

13.2     Risk of loss to Hardware and software shall pass to CSI when CONVERGENT
no longer has physical control thereof. Subject to manufacturer warranties, the
Hardware and software will be deemed accepted when used by CONVERGENT (if
initially delivered to CONVERGENT) or by CSI (if initially delivered to CSI
installation site) in the ordinary course of business.

13.3     CONVERGENT shall provide CSI with industry standard documentation for
all Work that has been completed under this Agreement as specified in each Scope
of Work for CSI to keep as its records.

14.      HARDWARE MAINTENANCE

CONVERGENT shall procure Hardware maintenance for CSI as specified by a Scope of
Work. The terms of the Hardware maintenance will be in accordance with mutually
agreed upon maintenance provisions.

15.      SOFTWARE MAINTENANCE

15.1     CONVERGENT shall procure Third Party Software maintenance and upgrades
during the term of this Agreement based upon a mutually agreed upon schedule of
costs and fees between CSI and CONVERGENT and as specified in a Scope of Work.
The terms of the Third Party Software maintenance and upgrades will be in
accordance with mutually agreed upon maintenance and upgrade provisions.

15.2     CONVERGENT shall provide Custom Software maintenance and upgrades in
accordance with a mutually agreed to schedule of costs and fees between CSI and
CONVERGENT during the term this Agreement and as specified in a Scope of Work.
The terms of the Custom Software maintenance and upgrades will be in accordance
with mutually agreed upon maintenance and upgrades provisions to be added at a
later date.

16.      WARRANTY AND DISCLAIMER

16.1     CONVERGENT will install into production all Work and verify to CSI that
its users can access the system and that it will function in accordance with
mutually determined acceptance criteria. Except as otherwise provided in a Scope
of Work, CONVERGENT warrants that for ninety (90) days after the Installation
Date (as defined in a Scope of Work) (i) any Hardware which is procured for CSI
by CONVERGENT will be free from defects in materials and workmanship, (ii) any
Third Party Software which is procured for CSI by CONVERGENT will perform
substantially in compliance with the

Proprietary and Confidential

                                      -11-
<PAGE>   12
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

Documentation provided by CONVERGENT, (iii) all Custom Software provided by
CONVERGENT will perform substantially in compliance with the Documentation
provided by CONVERGENT, and (iv) the system integration will meet the
requirements contemplated by the Scope of Work, if any, as demonstrated by the
successful completion of the mutually agreed upon acceptance test in the Scope
of Work.

16.2     CONVERGENT MAKES NO OTHER WARRANTIES OF ANY KIND EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
HARDWARE, CUSTOM SOFTWARE, THIRD PARTY SOFTWARE, DOCUMENTATION, TECHNICAL
INFORMATION, AND WORK PROVIDED BY CONVERGENT PURSUANT TO THIS AGREEMENT. This
limitation is not applicable to indemnification obligations with respect to
third party claims for patent, copyright, and trade secret infringement which
claims are covered by Article 20.

17.      LIMIT OF LIABILITY

Both Parties' liability with respect to Work provided under this Agreement
shall be limited to claims directly attributable only to the failure of each
Party's agents or employees to exercise the degree of skill and performance
normally exercised by duly qualified persons performing similar functions. IN
NO EVENT SHALL EITHER PARTY, ITS EMPLOYEES OR AGENTS BE LIABLE FOR LOSS OF
EARNINGS, LOSS OF PROFITS, LOSS OF INTEREST, JUDGMENTS, AWARDS, OR CONTRIBUTION
THERETO, OR ANY OTHER SPECIAL INDIRECT, OR CONSEQUENTIAL DAMAGE, HOWEVER
CAUSED. This limitation is not applicable to indemnification obligations with
respect to third party claims for patent, copyright, and trade secret
infringement which claims are covered by Article 20.

18.      NEGLIGENCE

Each Party shall be responsible for willful misconduct and negligent acts or
omissions of its agents and employees. Each Party shall indemnify, hold
harmless, and defend the other from and against all liabilities for bodily
injury and property damage to the extent caused by the willful or negligent act
or omission of the indemnifying Party or its agents or employees. This Article
shall survive expiration or termination of this Agreement for any reason.

19. LIMITATION OF REMEDIES

19.1     CONVERGENT's entire liability and CSI's exclusive remedy in respect to
Work provided under this Agreement with the exception of the indemnity
provision in Article 20, shall be that CONVERGENT will, pursuant to applicable
maintenance provisions, restore the Hardware to working order if it should fail
due to defects in materials and workmanship and correct the Third Party
Software or Custom Software provided by CONVERGENT if it should fail to
substantially conform to Documentation provided by CONVERGENT and mutually
agreed upon by the Parties, during the period in which CONVERGENT is providing
maintenance services in accordance with Articles 14 and 15 herein. However, if
CONVERGENT is unable to cure such defects, as CSI's exclusive remedy,
CONVERGENT will grant CSI a refund for the Hardware and/or Third Party Software
and/or Custom Software involved, based upon its straight line depreciated value
over the life of the product as agreed by the Parties and accept its return.
This limitation

Proprietary and Confidential

                                      -12-
<PAGE>   13
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement


is not applicable to indemnification obligations with respect to third party
claims for patent, copyright, and trade secret infringement which claims are
covered by Article 20.

19.2     CONVERGENT's entire liability for damages for any cause whatsoever,
and regardless of the form of action, shall be limited to CSI's actual direct
damages, not to exceed the lesser of $10 million in the aggregate or the amount
actually paid by CSI pursuant to this Agreement. This limitation is not
applicable to indemnification obligations with respect to third party claims
for patent, copyright, and trade secret infringement which claims are covered
by Article 20.

19.3     IN NO EVENT SHALL CSI, CONVERGENT, THEIR OFFICERS, AGENTS, AND
EMPLOYEES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY
THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY
FOR LOST PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. This
limitation is not applicable to indemnification obligations with respect to
third party claims for patent, copyright, and trade secret infringement which
claims are covered by Article 20.

20.      PATENTS, TRADEMARKS AND TRADE SECRET INFRINGEMENT INDEMNITY

20.1     Notwithstanding any provision to the contrary contained in this
Agreement, CONVERGENT shall defend, as its expense, any action brought against
CSI to the extent that it is based upon a claim that any Hardware, Third Party
Software, Custom Software or Documentation, infringes a patent, copyright or
intellectual property right, or violates any third party trade secret or
proprietary right and shall pay all costs and damages finally awarded against
CSI, provided that CONVERGENT is given by CSI, (a) written notice within a
reasonable time after CSI is notified of any such action or claim; (b) any
reasonably requested information or assistance at the expense of CONVERGENT
(other than expenses associated with the time of CSI's employees); and (c) sole
authority to defend or settle the claim. In addition to the foregoing obligation
of defense and indemnification, CONVERGENT shall, to the extent that it is
permitted to do so, assign any intellectual property infringement and
indemnification rights it receives from third party Hardware providers, Third
Party Software providers, and third party Documentation providers.

20.2     If any such action is brought, or in CONVERGENT's opinion is likely to
be brought, then CONVERGENT may at its election (i) obtain for CSI the right
to continue using the Hardware, Third Party Software, Custom Software or
Documentation; (ii) replace or modify such items so that they become
noninfringing; or (iii) if such remedies are not reasonably available, accept
CSI's return of such items and grant CSI a refund for such items involved,
based upon its straight line depreciated value over the useful life of such
item.

20.3     CONVERGENT shall have no obligation under this Article to the extent
that the alleged infringement or violation is based upon the use by CSI,
without the prior written consent or direction of CONVERGENT, of the Hardware,
Third Party Software, Custom Software or Documentation in combination with
other hardware, software, or documentation not furnished by CONVERGENT, or from
CSI's modification of the Hardware, Third Party Software, Custom Software or
Documentation without the prior written consent or direction of CONVERGENT.


Proprietary and Confidential
                                      -13-
<PAGE>   14
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

20.4     CONVERGENT shall have no liability for infringement of patents,
copyrights, or violation of trade secrets or proprietary rights except as
expressly provided in this Article.

21.      GOVERNING LAW

This Agreement will be governed by the laws of the State of Ohio, without
regard to the conflicts of laws principles of such state.

22.      ENFORCEMENT EXPENSES

In the event of a breach or threatened breach of any term or provision of this
Agreement, the nonbreaching Party shall be entitled to all of its remedies
available at law or in equity and in addition shall be entitled to be
reimbursed for all of its costs and expenses in enforcing this Agreement,
including, but not limited to, reasonable attorney's fees. This Article shall
survive expiration or termination of this Agreement for any reason.

23.      SCHEDULES

The following Schedules are attached hereto, form a part hereof, and are
incorporated herein by this reference:

         Schedule A - Services
         Schedule B - Scope of Work
         Schedule C - Electronic Funds Transfer
         Schedule D - Change Order Procedure

24.      CAPTIONS AND HEADINGS

The captions and headings herein are for convenience only and in no way shall be
used in the interpretation or construction of this Agreement.

25.      WAIVER OF COMPLIANCE

Any failure by any Party hereto to enforce at any time any term or condition of
this Agreement shall not be considered a waiver of that Party's right to later
enforce each and every term and condition hereof.

26.      ASSIGNMENT; BINDING EFFECT

This Agreement, and any license granted therein, may not be assigned or
transferred by CSI, in whole or in part, either voluntarily or by operation of
law, without the prior written consent of CONVERGENT. Subject to the foregoing,
this Agreement shall be binding upon and inure to the benefit of each of the
Parties and its respective successors and permitted assigns.

27.      DELAYS

Any loss, damage, or delay in, or failure of, performance by either Party shall
not constitute a default hereunder or be a ground for termination of this
Agreement, or give rise to any claims for damage against either Party if such
loss, damage, delay, or failure is attributable in whole or in part to any
cause beyond the control of the other Party. These causes include, but are not
limited to, acts or omissions of the claiming Party causing

Proprietary and Confidential

                                      -14-

<PAGE>   15
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

delay, acts of God or the public enemy, compliance with any order, decree, or
request of any governmental authority, fires, floods, explosions, accidents,
riots, strikes, labor difficulties, or other concerned acts of workmen, or any
other cause not within the reasonable control of the other Party. In the event
of the occurrence of any such delay, the time for the performance by the other
Party of its Work shall be extended for a period of time equivalent to the time
attributable to such delay.

28.      SEVERABILITY

If any provision of this Agreement or the application thereof to any Party or
circumstance shall be declared invalid, illegal, or unenforceable, the
remainder of this Agreement shall be valid and enforceable to the extent
permitted by applicable law. In such event, the Parties shall use their best
efforts to replace the invalid or unenforceable provision with a provision
that, to the extent permitted by applicable law, achieves the purposes intended
under the invalid or unenforceable provision.

29.      INSURANCE

29.1     During the term of this Agreement, CONVERGENT shall provide and
maintain at its expense the following kinds of insurance with limits of
liability as set forth below:

<TABLE>
<CAPTION>
         Insurance                           Limits of Liability
         ---------                           -------------------
         <S>                                 <C>
         Workman's Compensation              Statutory

         Commercial General Liability        $ 2,000,000

         Automobile Liability                $ 1,000,000

         Excess Liability                    $10,000,000
</TABLE>

29.2     CONVERGENT agrees to provide CSI with a certificate of insurance
evidencing the coverages required above and stating the policy numbers and
inception and expiration dates of all policies. This certificate of insurance
shall also provide for 10 days prior notice to CSI in the event of cancellation
of the policy. Said certificate shall be furnished to CSI prior to the
commencement of any Work under this Agreement.

30.      INDEPENDENT CONTRACTOR STATUS

The Parties to this Agreement are independent contractors, and none of the
provisions of this Agreement shall be interpreted or deemed to create any
relationship between such Parties other than that of independent contractors.
Nothing contained in this Agreement shall be construed to create a
relationship of employer and employees, master and servant, principal and
agent, or co-ventures between CSI and CONVERGENT, between CSI and any employee
of CONVERGENT, or between CONVERGENT and any employee of CSI. CSI shall have no
right to control or direct the details, manner, or means by which CONVERGENT
performs the technical and management consulting services hereunder, provided
that such technical and management consulting services shall be performed to
CSI's reasonable satisfaction. In performing such services, CONVERGENT shall
have no control over or management authority with respect to CSI or its
operations.

Proprietary and Confidential

                                      -15-
<PAGE>   16
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

31.      RIGHT OF AUDIT

CONVERGENT records for expenses incurred and records of time charged by
individuals to the project shall be open to inspection by CSI during normal
business hours during the duration of this Agreement and for a period of two
(2) years after its termination.

32.      ALTERNATE DISPUTE RESOLUTION (ADR)

32.1     If a dispute arises between the Parties relating to this Agreement,
the Parties agree to use the following procedure prior to either Party pursuing
other available remedies:

         (a)      A meeting shall be held promptly between the Parties,
                  attended by individuals with decision-making authority
                  regarding the dispute, to attempt in good faith to negotiate
                  a resolution of the dispute.

         (b)      If, within twenty-one (21) days after such meeting, the
                  Parties have not succeeded in negotiating a resolution of the
                  dispute, the matter will be escalated to senior management of
                  the parties, initially Glenn E. Montgomery, Jr., CEO of
                  CONVERGENT and Larry Thomas, President of CSI.

         (c)      If, within thirty (30) days after such meeting, the Parties
                  have not succeeded in negotiating a resolution of the dispute,
                  they will jointly appoint a mutually acceptable neutral
                  person not affiliated with either of the Parties (the
                  "Neutral") to act as a mediator. If the Parties are unable to
                  agree on the Neutral within twenty (20) days, they shall seek
                  assistance in such regard from the CPR Institute for Dispute
                  Resolutions ("CPR"). The fees of the Neutral and all other
                  common fees and expenses shall be shared equally by the
                  Parties.

         (d)      The mediation may proceed in accordance with CPR's Model
                  Procedure for Mediation of Business disputes, or the Parties
                  may mutually establish their own procedure.

         (e)      The Parties shall pursue mediation in good faith and in a
                  timely manner. In the event the mediation does not result in
                  resolution of the dispute within sixty (60) days, then, upon
                  seven (7) days written notice to the other Party, either
                  Party may suggest another form of ADR, e.g., a mini-trial or
                  summary jury trial, or may pursue other available remedies.

32.2     All ADR proceedings shall be strictly confidential and used solely for
the purposes of settlement. Any materials prepared by one Party for the ADR
proceedings shall not be used as evidence by the other Party in any subsequent
litigation; provided, however, the underlying facts supporting such materials
may be subject to discovery.

32.3     Each Party shall, except as otherwise provided herein, be responsible
for its expenses, including legal fees, incurred in the course of any
arbitration proceedings. The fees of the Neutral arbitrator shall be divided
evenly between the Parties.

32.4     CONVERGENT shall carry on and be paid for the technical and management
services not in dispute and maintain the estimated schedule for Services during
any

Proprietary and Confidential

                                      -16-
<PAGE>   17
Cinergy Services, Inc.,
Convergent Group Corporation Professional Services Agreement

arbitration or litigation proceedings, unless otherwise agreed by CONVERGENT or
CSI in writing.

32.5     Each Party fully understands its specific obligations under ADR
provisions of the Agreement. Neither Party considers such obligations to be
vague or in any way unenforceable, and neither Party will contend to the
contrary at any future time or in any future proceedings.

32.6     Neither Party shall issue any news release, public announcement, or
advertisement of any portion of the content of this Agreement without the prior
written consent of the other Party.

32.7     If CSI issues a purchase order, memorandum or other instruments
covering the goods or services provided under this Agreement, it is agreed that
such document is for CSI's internal purposes only unless it is accepted in
writing by CONVERGENT, in which case all terms and conditions contained therein
which are additional to or inconsistent with this Agreement shall be of no
force and effect. The Agreement shall not be varied other than by an instrument
in writing of subsequent date hereto, executed by the duly authorized
representatives of both Parties.

32.8     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.


CINERGY SERVICES, INC.                       CONVERGENT GROUP
                                             CORPORATION


By: /s/ JAMES E. ROGERS                      By: /s/ GLENN E. MONTGOMERY
    ------------------------------               -------------------------------

Name: James E. Rogers                        Name: Glenn E. Montgomery

Title: Chief Executive Officer               Title: CEO


Proprietary and Confidential

                                      -17-
<PAGE>   18
                                 EXHIBIT 1.2A

                           Initial Team for CSI Work

<TABLE>
<CAPTION>
EMPLOYEE                                JOB TITLE
---------------------                  ------------------------------
<S>                                    <C>
Ton Bannon                             Program Management Executive
Greg Foster                            Program Management Executive
Paul Rao                               Senior Program Manager
Glenn Hearse                           Program Manager
Jon Rude                               Program Manager
Bob Schnitt                            Program Manager
Glenn Montgomery                       Executive Consultant
Mark Cioni                             Executive Consultant
Barbara Hass                           Executive Consultant
Ginger Juhl                            Executive Consultant
Jennifer Krabbenhoeft                  Executive Consultant
Brian Martin                           Executive Consultant
Hahn Tram                              Executive Consultant
Paul Yarka                             Executive Consultant
Dean Zastava                           Executive Consultant
Martin Walls                           Solutions Architect
Minjian (Joe) Zhou                     Project Engineering Management
Masimo Rolle                           Project Engineering Management
Gareth Thompson                        Project Engineering Management
David Hines                            Senior Consultant
Karen Kralios                          Senior Consultant
Doug Preace                            Senior Consultant
Mark Johnson                           Senior Consultant
Ed Reasoner                            Senior Consultant
Patrick Summers                        Senior Consultant
Jason Ihala                            Senior Software Engineer
Jun Chen                               Senior Software Engineer
Rob Detziel                            Senior Software Engineer
Emma Pearson                           Senior Software Engineer
Robert Younger                         Senior Software Engineer
Sining Zhang                           Senior Software Engineer
Lisa Robbins                           Network Engineer
Gregory Lapsevich                      Network Engineer
Kendrick Anderson                      Software Engineer
Chris Ash                              Software Engineer
Sheela Basavaiah                       Software Engineer
Glenn Berry                            Software Engineer
Al Brown                               Software Engineer
Ting Cao                               Software Engineer
Roger Carribine                        Software Engineer
Nicholas Furness                       Software Engineer
Michael Giron                          Software Engineer
Jonathan Hartley                       Software Engineer
Ramnareyana Killi                      Software Engineer
Philip Penn                            Software Engineer
Thomas Ploanski                        Software Engineer
Mark Frederick                         Software Engineer
Chris McShanag                         Software Engineer
Adam Tonkin                            Software Engineer
Fei-Chi Tuang                          Associate Software Engineer
Ann Romero                             Consultant
Linda Luikens                          Consultant
Jill Lloyd                             Customer Support Manager
Thomas Ward                            Senior Quality Engineer
Michael Peterson                       Systems Administration Engineer
</TABLE>


                         Convergent Group Confidential

<PAGE>   19
                                 EXHIBIT 1.2A

                           Initial Team for CSI Work

<TABLE>
<CAPTION>
EMPLOYEE                                JOB TITLE
---------------------                  --------------------------
<S>                                    <C>
John Rodgers                           Quality Engineer
Kathleen Scharff                       Quality Engineer
Christopher Schiavone                  Quality Engineer
Scott Youngman                         Quality Engineer
Susan Chamberlin                       Senior Conversion Manager
Heather Bisset                         Senior DAT Technician
Mark Dufrene                           Senior DAT Technician
Jeffrey Hasper                         Senior DAT Technician
Scott Marcella                         Senior DAT Technician
Cary Sanders                           Senior DAT Technician
Scott Slettedahl                       Senior DAT Technician
</TABLE>




                         Convergent Group Confidential
<PAGE>   20

                                  EXHIBIT 1.2B
                                CONVERGENT GROUP
                               HOURLY RATE SHEET
                              AS OF MARCH 31, 2000

<TABLE>
<CAPTION>
               TITLE                                     PRICE RATE
               -----                                     ----------
<S>                                                       <C>
               Program Manager Executive                    $325
               Senior Program Management                    $270
               Program Manager                              $190
               Executive Consultant                         $325
               Solutions Architect                          $300
               Project Engineering Management               $260
               Senior Consultant                            $230
               Senior Software Engineer                     $225
               Network Engineer                             $200
               Software Engineer                            $175
               Associate Software Engineer                  $150
               Consultant                                   $180
               Customer Support Manager                     $230
               Senior Quality Engineer                      $190
               Systems Administration Engineer              $175
               Quality Engineer                             $120
               Senior Conversion Manager                    $200
               Senior DAT Technician                        $120
</TABLE>





                         CONVERGENT GROUP CONFIDENTIAL
<PAGE>   21
                                  EXHIBIT 1.2C

                            INITIAL REPRESENTATIVES
                             FOR EXECUTIVE MEETINGS

<TABLE>
<S>                                <C>
Glenn Montgomery                   Chief Executive Officer
Mark Shirman                       Chief Technical Officer
Tom Bannon                         Chief Operations Officer, North American Operations
Jennifer Krabbenhoeft              Vice President, Strategic Marketing
Greg Foster                        General Manager, Enterprise Solutions
Barbara Haas                       Account Executive
</TABLE>






                         CONVERGENT GROUP CONFIDENTIAL




<PAGE>   22
                                 EXHIBIT 4.1.3

    LIST OF ENTITIES TO WHICH THE 50% "ACQUISITION" DISCOUNT DOES NOT APPLY


Southern Indiana Gas & Electric Company
Indiana Gas
Citizens Gas & Coke
Louisville Gas & Electric
Florida Power & Light
Rochester Gas & Electric
NStar
Baltimore Gas & Electric
Potomac Electric Power Company




                         CONVERGENT GROUP CONFIDENTIAL