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                                                                    EXHIBIT 10.3

                          TRANSITION SERVICES AGREEMENT

              TRANSITION SERVICES AGREEMENT (this "Agreement"), dated as of
_______ __, 2000 (the "Effective Date"), by and between KPMG Consulting, Inc., a
Delaware corporation ("Consulting, Inc."), KPMG Consulting, LLC, a Delaware
limited liability company ("LLC"), and KPMG LLP, a Delaware limited liability
partnership ("KPMG") (Consulting, Inc. and LLC are referred to herein
collectively as "Consulting"; KPMG and Consulting are at times referred to
herein individually as a "Party" and collectively as the "Parties").


                               W I T N E S S E T H

              WHEREAS, KPMG, Consulting, Inc. and LLC entered into a Separation
Agreement dated as of December 29, 1999 (the "Separation Agreement") providing
for the separation (the "Separation") by KPMG of its management and information
technology consulting business from KPMG's remaining businesses;

              WHEREAS, prior to the Separation, certain Shared Services (as
defined below) were provided across the entire firm on a centralized basis;

              WHEREAS, the Parties desire to (i) capitalize on the mutual
investment made in the infrastructure and national support capabilities to
provide the Shared Services without incurring duplicative capital costs; (ii)
make available to Consulting certain infrastructure, administrative and support
services in a manner and time frame that will support its operations following
the Separation; and (iii) provide a transition period during which Consulting
has the opportunity to build its own processing and infrastructure capabilities
or seek other third party providers;

              WHEREAS, KPMG, Consulting, Inc. and LLC entered into an
Outsourcing Agreement dated as of January 31, 2000 (the "Original Agreement") to
provide the Shared Services on a centralized basis, which Original Agreement
shall remain in effect until the earlier of an IPO or Change in Control (each as
defined herein); and

              WHEREAS, KPMG, Consulting, Inc. and LLC desire to amend and
restate the terms of the provision of Shared Services contained in the Original
Agreement as further provided herein, such amendment and restatement to be
effective only upon the occurrence of the earlier of an IPO or Change in
Control.

              NOW, THEREFORE, subject to the terms, conditions, covenants and
provisions of this Agreement, KPMG and Consulting mutually covenant and agree as
follows:



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                                   ARTICLE 1

                                 SHARED SERVICES

              1.01  Effectiveness; Shared Services. (a) (i) This Agreement shall
become effective upon the earlier to occur of (i) the consummation of an IPO, or
(ii) the consummation of a Change in Control. Prior to the effectiveness of this
Agreement, the Original Agreement shall be in full force and effect.

              (ii)  For the period of time commencing on the first day of the
fiscal year of KPMG in which an IPO or Change in Control occurs and ending on
the date four years from the date of an IPO or Change in Control, KPMG agrees to
provide or cause to be provided to Consulting, and Consulting agrees to receive
from KPMG and pay KPMG for, the infrastructure, administrative and support
services listed on Schedule A hereto (as the same may be modified from time to
time in writing pursuant to the terms of this Agreement, the "Shared Services").

              (iii) The Shared Services to be provided and received hereunder
shall be categorized as either Basic Services or Added Services.

              (b)   "Basic Services" are Shared Services which constitute basic
infrastructure, administrative and support services that Consulting requires to
effectively operate its business. The Basic Services to be provided and received
during the term of this Agreement are identified on Schedule A. The costs of
such services shall be allocated in the manner set forth on Schedule A and paid
by Consulting as provided in Section 2.03. No Basic Service may be redesignated
as a Added Service or other status unless all Parties agree to such change in
writing.

              (c)   "Added Services" are Shared Services which constitute
additional infrastructure, administrative and support services that are specific
to the business needs of Consulting. The Added Services to be provided and
received during the term of this Agreement are identified on Schedule A. The
costs of such services shall be allocated in the manner set forth on Schedule A
and paid by Consulting as provided in Section 2.03. When acquiring new Added
Services, the Parties will enter into a work order that defines the project, the
service level and the pricing. Added Services being provided at the time this
Agreement becomes effective shall continue until written notice of termination
of such service pursuant to Section 7.02(c) is provided by Consulting to KPMG or
such service is otherwise terminated in accordance with the provisions of this
Agreement. No Added Service may be redesignated as a Basic Service or other
status unless all Parties agree to such change in writing.

              (d)   "Change in Control" shall mean:

              (i)   a sale or transfer to a non-affiliated third party of all or
substantially all of the assets of Consulting on a consolidated basis in any
transaction or series of related transactions;

              (ii)  any merger, consolidation or reorganization to which
Consulting is a party, except for a merger, consolidation or reorganization in
which Consulting is the surviving corporation and, after giving effect to such
merger, consolidation or reorganization, the holders of Consulting's outstanding
equity (on a fully diluted basis) immediately prior to the merger,



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consolidation or reorganization will own in the aggregate immediately following
the merger, consolidation or reorganization Consulting's outstanding equity (on
a fully diluted basis) either (i) having the ordinary voting power to elect a
majority of the members of Consulting's Board of Directors to be elected by the
holders of Common Stock and any other class which votes together with the Common
Stock as a single class or (ii) representing at least 50% of the equity value of
Consulting as reasonably determined by the Board of Directors; or

              (iii) any person or entity other than KPMG LLP or its affiliates
acquires beneficial ownership of 50% or more of the outstanding equity of
Consulting generally entitled to vote on the election of directors.

              (e)   "IPO" shall mean the initial public offering of the common
stock of Consulting, Inc. registered under the Securities Act of 1933, as
amended.

              (f)   The Shared Services shall be provided by KPMG to Consulting
with the same degree of care used in performing the same or similar services for
its own account, with priority equal to that provided to its own businesses or
those of any of its affiliates, subsidiaries or divisions, or otherwise in
accordance with the policies and procedures followed by KPMG consistent with
past practice or as otherwise agreed to by the parties hereto.

              (g)   In no event shall Consulting be entitled to increase its use
of any of the Basic Services above that level of use agreed to by the parties at
the most recent Annual Meeting (as hereinafter defined) without the prior
written consent of KPMG, which consent may be withheld by KPMG for any or no
reason in its sole and absolute discretion. KPMG shall not be required to
provide to Consulting levels of service that are above the ordinary levels which
existed prior to January 31, 2000, special studies, training, or the like or the
advantage of systems, equipment, facilities, training or improvements procured,
obtained or made after January 31, 2000 by KPMG, unless, in each case, the
Parties agree in writing.

              (h)   KPMG shall provide Added Services to Consulting on the terms
and conditions described herein.

              (i)   In addition to being subject to the terms and conditions of
this Agreement for the provision of the Shared Services, Consulting agrees that
the Shared Services provided by KPMG through third parties shall be subject to
the terms and conditions of any agreements between KPMG and such third parties.

              (j) Prior to or concurrently herewith, the Parties have entered
into a lease or sublease agreement in substantially the form of sublease
agreement attached hereto as Schedule B (each a "Sublease" and collectively, the
"Subleases") with respect to each office space occupied by Consulting as of
January 31, 2000, with modifications to the form of sublease agreement as may be
necessary in order to comply with the requirements of a particular lease for any
such space between KPMG and an individual landlord, or as may be beneficial to
the Parties based on the provisions of any such lease. Notwithstanding anything
to the contrary contained in this Agreement, the rights and obligations of the
Parties with respect to the occupancy of any particular office space shall be
governed by the applicable Sublease, and in the event of any inconsistency
between the terms of this Agreement and terms of such Sublease, the terms of the



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applicable Sublease shall control and be binding on the Parties. Notwithstanding
any provision to the contrary in this paragraph, with respect to any property
which (i) was covered by the Original Agreement; (ii) is still occupied in part
by Consulting; (iii) remains subject to a lease or sublease held by KPMG; and
(iv) with respect to which the Parties have not entered into a Sublease, the
terms of the Original Agreement shall apply until the earlier of (x) the time at
which the Parties enter into a Sublease with respect to such property and (y)
KPMG's lease or sublease with respect to such property expires.

              (k)   Each of KPMG and Consulting agrees to take all reasonable
actions to assure that all property occupied by KPMG and/or Consulting is
clearly marked to delineate the separation between KPMG and Consulting.

              1.02  Representatives. Each of KPMG and Consulting shall nominate
a representative to act as the primary contact person for the provision of all
of the Shared Services (the "Primary Coordinator"). The initial Primary
Coordinator of KPMG shall be its chief financial officer and the initial Primary
Coordinator of Consulting shall be its chief financial officer. Each of KPMG and
Consulting shall nominate a representative to act as the primary contact person
for the provision of each category of Shared Services. The initial coordinators
for KPMG and Consulting for each category of Shared Services shall be the
individual named in the description of such Shared Service in Schedule A (the
"Service Coordinators"). Each Party shall advise the other Party in writing of
any change in the Primary Coordinator or any Service Coordinator. KPMG and
Consulting agree that all written communications relating to the provision of
any category of Shared Services shall be directed to both the respective Service
Coordinators for such category of Shared Service and the Primary Coordinators.

              1.03  Personnel. (a) In providing the Shared Services to
Consulting, KPMG, as it deems necessary or appropriate in its sole discretion,
may (i) use its personnel or that of its affiliates, and (ii) employ the
services of third parties to the extent that such third party services are
routinely utilized to provide similar services to other KPMG businesses or are
reasonably necessary for the efficient performance of any of the Shared
Services.

              (b)   All employees and representatives of KPMG providing Shared
Services hereunder will be deemed for purposes of all terms and conditions of
employment including, but not limited to, compensation and employee benefits, to
be employees or representatives of KPMG, as the case may be, and not employees
or representatives of Consulting. In performing such services, such employees
and representatives will be under the direction, control and supervision of
KPMG, and KPMG will have the sole right to exercise all authority with respect
to the employment (including termination of employment), assignment and
compensation of such employees and representatives.

              (c)   No provision of this Agreement is intended or shall be
deemed to have the effect of placing the management or policies of Consulting
under the control or direction of KPMG or vice versa.

              (d)   As part of the Separation Agreement, KPMG and Consulting
have agreed that certain KPMG individuals previously providing Shared Services
have become employees of Consulting. Costs for such employees will be borne
exclusively by Consulting, and the services



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provided by such employees will not be considered Shared Services within the
meaning of this Agreement.

              1.04  Service Provider Access. To the extent required for KPMG
employees, partners, principals, agents and representatives to perform any
Shared Services, Consulting shall provide such KPMG personnel with access, at
reasonably acceptable times and at locations reasonably acceptable and
accessible, to its personnel, equipment, office space, plants, books and records
and any other information, areas and equipment reasonably necessary for the
provision of any Shared Services; provided, that such access shall not
unreasonably interfere with Consulting's conduct of its business.

              1.05  Intent to Transition Services. The Parties intend that,
during the term of this Agreement, Consulting will wind down its receipt of
Shared Services from KPMG and will develop its internal support service
capabilities or seek third party providers of such services. The transitioning
of services will be accompanied by the payment to KPMG of Termination Costs (as
hereinafter defined), if any.


                                   ARTICLE 2

                                  COMPENSATION

              2.01  Consideration. (a) As consideration for each of the Basic
Services, Consulting shall pay to KPMG an amount based on the cost allocation
methodology for such Shared Service set forth in Schedule A. Such cost
allocation shall not include the salary, bonus or benefit costs associated with
any individual who is, at the time such Shared Service is provided, an employee
of Consulting. Categories of Shared Services described as "cost" on Schedule A
shall be calculated by adding the direct costs (without any additional charges
or markups) to provide such services to KPMG's cost of compensation of all
partners or principals directly involved in the delivery of such category of
Shared Services. The cost of compensation for such partners and principals shall
be calculated based on the percentage of such partners' or principals' time
spent on the delivery of such category of Shared Services.

              (b)   It is the intent of each of the Parties hereto that the
calculation of the costs for services rendered hereunder shall be limited to
KPMG's cost of providing such service, including compensation of partners as
described above.

              (c)   The method of allocating costs for each Basic Service set
forth in Schedule A can be modified only upon mutual written agreement of the
Parties.

              (d)   If the Parties agree to add any new Basic Services to
Schedule A, then prior to KPMG rendering such new Basic Service the Parties
shall agree to the appropriate cost allocation methodology for such new Basic
Service consistent with the cost allocation methodologies set forth in Schedule
A.

              (e)   Costs for Added Services that are directly assignable to
Consulting will be based on an agreed-upon statement of work between KPMG and
Consulting.



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              2.02  Taxes. (a) Payment of Taxes. Consulting shall, in addition
to the other amounts payable under this Agreement, pay, or reimburse KPMG for
the gross amount of, any present or future sales, use, excise, occupation,
privilege, value-added, gross receipts or other similar tax, federal, state or
otherwise, or duties, imposts, fees or charges, however designated, applicable
to the sale or provision of any category of Shared Services or to the use of
such category of Shared Services by Consulting, which are levied or imposed by
any governmental authority, except for any income taxes, profit taxes, corporate
franchise tax or fee or any similar tax or fee payable by KPMG on amounts it
earned, if any, in connection with such services.

              (b)   Calculation of Taxes. Consulting hereby authorizes KPMG to
calculate the total amount of any sales, use, excise, occupation, privilege,
value-added, gross receipts, payroll and related or other similar tax due by
Consulting and remit the amount of such taxes to the appropriate taxing
authority on behalf of Consulting. KPMG's remittance of the sales, use, excise,
occupation, privilege, value-added, gross receipts or other similar tax on
behalf of Consulting shall be computed by KPMG on the basis of the information
available to KPMG.

              (c)   Tax Information. At the request of KPMG, prior to KPMG
making a sales, use, excise, occupation, privilege, value-added, gross receipts
or other similar tax remittance on behalf of Consulting, Consulting agrees to
supply KPMG with any and all current information necessary for KPMG to compute
and remit the tax, including any tax exempt certificate, any tax exempt claim
letter, or evidence satisfactory to KPMG authenticating the exemption.

              2.03  Estimated Payments. (a) Unless otherwise agreed by the
Parties, the Treasurers (or persons with comparable authority) of KPMG and
Consulting shall meet on a weekly basis and estimate the portion of the cash
payments to be made by KPMG which reflect the costs allocable to Consulting
pursuant to this Agreement (the "Estimated Payments"). No later than Wednesday
of the following week, Consulting shall transfer to KPMG in immediately
available funds the total amount of the Estimated Payment in respect of such
week. In the event the Treasurers at any weekly meeting are unable to agree on
the amount or timing of any cash payment for the subsequent week, Consulting
shall, subject to the adjustment procedure set forth in Section 2.03(b), pay an
amount of Estimated Payment for the following week in accordance with the
estimates of the Treasurer of KPMG.

              (b)   Monthly Reconciliation of Estimated Payments. Unless
otherwise agreed by the Parties, no later than the 15th day of each month, the
Treasurers of each of KPMG and Consulting shall meet to reconcile the Estimated
Payments made during the prior calendar month with the actual cash payments made
by KPMG during such period. In the event the portion of KPMG's actual cash
payments which reflect the costs allocated to Consulting pursuant to this
Agreement during such period was in excess of the amount of Estimated Payments
for such period, Consulting shall transfer the difference to KPMG in immediately
available funds no later than the 20th day of such month. In the event the
amount of Estimated Payments made by Consulting for such period exceeded the
portion of KPMG's actual cash payments which reflect the costs allocated to
Consulting pursuant to this Agreement during such period, KPMG shall transfer
the difference to Consulting in immediately available funds no later than the
20th day of such month.



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              (c)   Annual Reconciliation of Estimated Payments. Unless
otherwise agreed by the Parties, no later than 45 days following the end of
KPMG's fiscal year, the Treasurers of each of KPMG and Consulting shall meet to
reconcile the payments made pursuant to Sections 2.03(a) and (b) during such
fiscal year with the actual cash payments made by KPMG during such period. In
the event the portion of KPMG's actual cash payments which reflect the costs
allocated to Consulting pursuant to this Agreement during such period was in
excess of the payments made by Consulting pursuant to Sections 2.03(a) and (b)
during such fiscal year (net of any amount remitted to Consulting by KPMG
pursuant to Section 2.03(b)), Consulting shall transfer the difference to KPMG
in immediately available funds no later than the fifth day following such
determination. In the event the payments made by Consulting pursuant to Sections
2.03(a) and (b) during such fiscal year (net of any amount remitted to
Consulting by KPMG pursuant to Section 2.03(b)) exceeded the portion of KPMG's
actual cash payments which reflect the costs allocated to Consulting pursuant to
this Agreement during such period, KPMG shall transfer the difference to
Consulting in immediately available funds no later than the fifth day following
such determination.

              (d)   Disputes. No payment made pursuant to Section 2.03 (a), (b)
or (c) shall prejudice Consulting's right to subsequently dispute the amount or
allocation of any cash payment included in the calculation of the payments made
pursuant to Section 2.03(a), (b) or (c). In the event Consulting disputes an
item included in such calculations, Consulting shall, within 120 days of the
Estimated Payment including such disputed item, notify KPMG in writing of such
disputed item, specifying the nature of the dispute and to the extent reasonably
practicable, Consulting's calculation of the amount owed to or from KPMG. Any
such disputes shall be resolved in accordance with Article 8.

              (e)   Transition. The Parties agree that the fiscal year ending
June 30, 2000 was a transition period due to the change in ownership during such
fiscal year. Any special allocations made with respect to such fiscal year shall
be governed by Section 2.03(e) of the Original Agreement.

              (f)   Suspension of Services. If any payment is not paid when due,
KPMG shall have the right, without any liability to Consulting, or anyone
claiming by or through Consulting, upon 30 days prior written notice, to cease
providing the categories of Shared Services for which payment has not been made
until the payment in full of all such payments, which right may be exercised by
KPMG in its sole and absolute discretion and shall not affect KPMG's right or
ability to terminate this Agreement as set forth in Article 7. If any Shared
Services are ceased under this provision, Consulting shall be subject to the
obligations set forth in Section 7.02(c) with respect to such suspended Shared
Services.

              (g)   Audits. Consulting, at its sole cost and expense, shall have
the right to audit KPMG's books of account and other records pertaining to the
cost of any category of Shared Services (including invoiced and reimbursed
costs) pursuant to this Agreement and to reconcile the calculations of total
revenue, FTE, usage or other bases underlying the cost allocation methodologies
with the results for the full fiscal year for a period of six (6) months
following the end of Consulting's fiscal year in which such category of Shared
Services was rendered.



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              2.04  Certain Capital Expenditures. Any purchase subsequent to the
Effective Date by KPMG of a capital asset (as such term is defined by KPMG's
accounting policies on the Effective Date) used in the provision of services to
Consulting and which is reasonably expected to have a useful life longer than
the remaining Term (as defined in Section 7.01) of this Agreement will require
the prior consent of Consulting.

                                   ARTICLE 3

                            ANNUAL MEETINGS; REVIEWS

              3.01  Annual Meetings. (a) No later than ninety days prior to the
end of the Parties' fiscal year, which fiscal year shall initially end on each
June 30, or otherwise as mutually agreed by the Parties, the Parties shall meet
(the "Annual Meeting") and establish (i) the service level of each Basic Service
to be provided for the following fiscal year; and (ii) the cost and the cost
allocation methodology for each Basic Service for the following fiscal year. For
Added Services, defined statements of work and cost estimates shall be
established and executed between the entities not later than ninety days prior
to the end of the Parties' fiscal year.

              (b)  If the Parties cannot agree on the cost of any category of
Shared Services, the cost of such category of Shared Services for the fiscal
year during which the Annual Meeting is held shall be the cost for the following
fiscal year, adjusted to account for any increase in the Consumer Price Index
and any change in the factors which determine the activity level of such
category of Shared Services (such as number of employees, volume of transactions
or changes in regulatory requirements). If the Parties cannot agree on the
service level of any category of Shared Services, the service level of such
category of Shared Services for the then-current fiscal year shall be the
service level of such category of Shared Services for the following fiscal year.
If the Parties cannot agree on the cost allocation methodology, the methodology
shall remain unchanged.

              3.02  Periodic Adjustments. (a) In the event either Party shall
require an adjustment to the service level of any Basic Service during the
period between Annual Meetings, such Party shall provide the other Party a
written notice specifying the category of Basic Service in question and the
requested change in service levels. Upon the delivery of such notice, the
Parties shall use their reasonable best efforts to reach an agreement as to any
such adjustments.

              (b)   In the event Consulting shall require additional Added
Services during the period between Annual Meetings, Consulting shall provide
KPMG with a written work order for such additional Added Services. KPMG shall
notify Consulting within 20 business days of receipt of such request whether it
is willing and able to provide such additional Added Services.

              3.03  Quarterly Review of Cost and Performance. Within thirty (30)
days after the end of each calendar quarter, the Parties shall meet to review
the costs charged by KPMG for the Shared Services and the performance of the
Shared Services by KPMG. If the actual costs for any Basic Service varies from
the costs agreed to by the Parties during the Annual Meeting, the variance shall
be allocated to both Parties based upon the cost allocation methodology for such
Basic Service. If the actual costs for any Added Service varies from the cost
agreed to by the Parties, the variance will be charged or credited to
Consulting, as the case may be. If any


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Added Service is discontinued by Consulting, Consulting shall be charged the
amount incurred by KPMG in connection with the phase-out of providing such Added
Service to Consulting.

              3.04  Notwithstanding anything in the contrary in this Article 3,
the service levels with respect to the Subleases and the cost allocation
methodology related thereto shall be governed by the terms of the Subleases,
without consideration for variance from actual costs as provided in Section
3.03.

                                    ARTICLE 4

                                 CONFIDENTIALITY

              4.01  Confidentiality. (a) In the course of the provision or
receipt of the Shared Services, each Party may disclose or make accessible to
the other (for purposes of this Article 4, the Party disclosing or making
accessible such information shall hereinafter be referred to as the "Disclosing
Party", and the Party receiving such information shall hereinafter be referred
to as the "Recipient") certain information which is either non-public,
confidential or proprietary in nature. Such information may include, without
limitation, (i) employee data, business plans and strategies and marketing ideas
and concepts, especially with respect to unannounced products and services,
present and future product plans, pricing, volume estimates, financial data,
product enhancement information, sales strategies, client information (including
clients' applications and environments), market testing information, development
plans, specifications, client requirements, configurations, designs, plans,
apparatus, software, hardware, data, prototypes, or other technical and business
information, and (ii) the specific terms, conditions and information contained
in this Agreement and the Schedules hereto (collectively, the "Information").

              (b)   In addition to any obligations of confidentiality pursuant
to other agreements between the Parties, without the prior written consent of
the Disclosing Party, the Recipient shall (i) hold in confidence and not
disclose to any third party any Information received by it from the Disclosing
Party, and (ii) use all Information received by it from the Disclosing Party
solely in connection with the provision or receipt of the Shared Services, and
for no other purpose whatsoever.

              (c)   For the purposes of this Agreement, the Information shall
not be deemed confidential and the Recipient shall have no obligation with
respect to any Information that:

              (i)   is or becomes part of the public domain through publication
or otherwise, and through no breach of this Agreement, negligence or other fault
of the Recipient;

              (ii)  is or becomes available to the Recipient from a source other
than the Disclosing Party, which source has no obligation of confidentiality to
the Disclosing Party in respect thereof and without breach of this Agreement;

              (iii) is, subject to Section 4.01(d), required to be disclosed by
law, governmental order, judicial process or the rules of an applicable
securities exchange; or

              (iv)  the disclosure of which is mutually agreed to by the
Parties.



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              (d)   If the Recipient is requested or required by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process to disclose any Information, the
Recipient shall promptly notify the Disclosing Party of such request or
requirement and shall cooperate with the Disclosing Party such that the
Disclosing Party may seek an appropriate protective order or other appropriate
remedy. If, in the absence of a protective order or the receipt of a waiver
hereunder, the Recipient is, in the written opinion of the Recipient's counsel,
compelled to disclose the Information or else stand liable for contempt or
suffer other censure or penalty, the Recipient may disclose only so much of the
Information to the party compelling disclosure as is required by law. The
Recipient shall exercise its best efforts to obtain a protective order or other
reliable assurance that confidential treatment will be accorded to such
Information. The Disclosing Party shall reimburse the Recipient for all
reasonable out-of-pocket costs it incurs in complying with this Section 4.01(d).

              4.02  Effectiveness. The foregoing obligation of confidentiality
shall be in effect during the term of this Agreement and any extensions thereof
and for a period of five (5) years after the termination or expiration of this
Agreement.

              4.03  Care and Inadvertent Disclosure. With respect to any
Information, the Recipient agrees as follows:

              (a)   it shall use the same degree of care in safeguarding said
Information as it uses to safeguard its own information which must be held in
confidence;

              (b)   it shall notify its partners, principals, officers and
employees who have reason to receive any Information of its obligations in
connection with such Information; and

              (c)   upon the discovery of any inadvertent disclosure or
unauthorized use of said Information, or upon obtaining notice of such a
disclosure or use from the Disclosing Party, it shall take all necessary actions
to prevent any further inadvertent disclosure or unauthorized use, and, subject
to the provisions of Article 6, the Disclosing Party shall be entitled to pursue
any other remedy which may be available to it.

                                   ARTICLE 5

                                 INDEMNIFICATION

              5.01  Indemnification by KPMG. Subject to the limitation set forth
in Section 6.01(c), KPMG shall indemnify, defend and hold harmless Consulting
and any director, officer or employee of Consulting (each an "Indemnified
Party") from and against any and all claims, actions, costs, proceedings,
liabilities, obligations, damages, losses, suits, expenses (including, but not
limited to, settlements, judgments, court costs, reasonable attorneys' fees and
other out-of-pocket expenses incurred in investigating, preparing or defending
the foregoing), fines and penalties arising out of any injury or death, and any
loss or damage of any nature whatsoever (including, without limitation, loss of
or damage to property, or damage to the environment) (the "Losses") incurred or
suffered by any Indemnified Party to the extent that the Losses arise by reason
of, or result from, the breach of the provisions hereof by KPMG or the gross
negligence, fraud or reckless or willful misconduct of KPMG, except for Losses
which are the direct and sole



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result of the gross negligence, fraud or reckless or willful misconduct of
Consulting and/or any contract personnel who are managed and directed by
Consulting.

              5.02  Term of Indemnification and Filing of Actions. To receive
indemnification hereunder, the Indemnified Party must provide written notice of
the claim for indemnification to the Indemnifying Party (i) during the term of
this Agreement or within a period of three (3) years after the termination of
this Agreement and (ii) within one (1) year after the discovery of the facts or
events giving rise to the claim for indemnification hereunder.

                                   ARTICLE 6

                      LIMITATION OF LIABILITY AND WARRANTY

              6.01  Services. (a) In the absence of gross negligence, fraud or
reckless or willful misconduct on KPMG's part, and whether or not it is
negligent, KPMG shall not be liable for any Losses arising out of KPMG providing
or failing to provide the Shared Services to Consulting. Notwithstanding
anything to the contrary contained herein, in the event KPMG commits an error
with respect to or incorrectly performs or fails to perform any Shared Service,
at Consulting's request, to the extent practicable to do so, KPMG shall use
reasonable efforts to correct such error, re-perform or perform such Shared
Service without additional cost to Consulting; provided, however, that KPMG
shall have no obligation to recreate any lost or destroyed data to the extent
the same cannot be cured by the re-performance of the Shared Service in
question.

              (b)   KPMG's liability for damages to Consulting for any cause
whatsoever, and regardless of the form of action, whether in contract or in
tort, including negligence, gross negligence or willful misconduct, shall be
limited to the payments made by Consulting hereunder for the specified Shared
Service that allegedly caused the damage during the period in which the alleged
damage was incurred by Consulting. In no event shall KPMG be liable for any
damages caused by Consulting's failure to perform Consulting's responsibilities
hereunder. KPMG shall not be liable to Consulting for any act or omission of any
other entity (other than due to a default by KPMG in any agreement between KPMG
and such other entity) furnishing any category of Shared Services.

              (c)   IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY,
WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY,
FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, BUSINESS
INTERRUPTION OR ANY OTHER LOSS) ARISING FROM OR RELATING TO ANY CLAIM MADE UNDER
THIS AGREEMENT OR REGARDING THE PROVISION OR THE FAILURE TO PROVIDE ANY
SERVICES, REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

              (d)   KPMG SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY,



                                       11
<PAGE>   12

FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, EACH OF WHICH IS HEREBY
EXCLUDED BY AGREEMENT OF THE PARTIES. KPMG AND CONSULTING AGREE THAT THIS
AGREEMENT IS A SERVICE AGREEMENT FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE AND
THEREFORE THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE SHALL NOT APPLY TO THIS
AGREEMENT.

                                   ARTICLE 7

                              TERM AND TERMINATION

              7.01  Term. If this Agreement has become effective pursuant to
Section 1.01(a)(i), this Agreement shall remain in effect until the earliest of:

              (i)   four years with respect to all technology services and
systems support services and three years with respect to all other Shared
Services provided hereunder (the number of years for each service or component
thereof being indicated on Schedule A) from the consummation of the IPO or the
Change in Control, whichever is earlier (such three or four year period is
referred to herein as the "Term");

              (ii)  the mutual written consent of KPMG and Consulting, and

              (iii)  a termination pursuant to Sections 7.02, 9.06 or 9.10.

              7.02  Termination. (a) If a Party (hereafter called the
"Defaulting Party") shall materially fail to perform or default in the
performance of any of its obligations under any category of Shared Services
(other than as described in Section 7.02(b)), the other Party (hereinafter
called the "Non-Defaulting Party") may give written notice to the Defaulting
Party specifying the nature of such failure or default and stating that the
Non-Defaulting Party intends to terminate the furnishing or receipt of, or the
payment for, any affected category of Shared Services if such failure or default
is not cured within fifteen (15) days of such written notice. If any failure or
default so specified is not cured within such fifteen (15) day period, the
Non-Defaulting Party may elect to immediately terminate the furnishing or
receipt of, or the payment for, the affected category of Shared Services;
provided, however, that if the failure or default relates to a good faith
dispute by the Defaulting Party, the Non-Defaulting Party may not terminate the
furnishing or receipt of or the payment for any such Shared Service pending the
resolution of such dispute. Such termination shall be effective upon giving a
written notice of termination from the Non-Defaulting Party to the Defaulting
Party and shall be without prejudice to any other remedy which may be available
to the Non-Defaulting Party against the Defaulting Party.

              (b)   Either Party may terminate this Agreement by giving ninety
(90) days written notice to the other Party upon the occurrence of any of the
following events:

              (i)   the other Party enters into proceedings in bankruptcy or
insolvency or commences a voluntary case under the Bankruptcy Code;

              (ii)  the other Party shall make an assignment for benefit of
creditors or admits


                                       12
<PAGE>   13

in writing its inability to pay its debts as such debts become due;

              (iii) a petition shall be filed against the other Party under a
bankruptcy law, a corporate reorganization law, or any other law for relief as a
debtor (or similar law in purpose or effect) and such proceeding or case shall
continue undismissed, for a period of thirty (30) or more days; or an order for
relief against the other Party shall be entered in an involuntary case under the
Bankruptcy Code;

              (iv)  the other Party commences the process of liquidating or
dissolving; or

              (v)   the other Party defaults in the performance of any of its
material covenants or obligations contained in this Agreement and such default
is not remedied to the Non-Defaulting Party's reasonable satisfaction within 45
days after notice to the Defaulting Party of such default, or if such default is
not capable of rectification within 45 days, if the Defaulting Party has not
promptly commenced to rectify the default within such 45-day period and is not
proceeding diligently to rectify the default.

              (c)   Consulting may terminate the provision of any category of
the Shared Services provided hereunder, on a service by service basis, upon 90
days written notice to KPMG; provided that upon any such termination, Consulting
shall remain liable to pay to KPMG any Termination Costs (as defined below)
incurred by KPMG with respect to any such terminated Shared Service.

              (d)   Consulting shall reimburse KPMG for all Termination Costs
associated with or related to the termination of this Agreement.

              (e)   (i) Consulting covenants and agrees to make its best efforts
to provide all termination notices, whether pursuant to Section 7.02(b) or (c)
or otherwise, with sufficient time to allow KPMG to eliminate or mitigate any
Termination Costs.

              (ii)  KPMG covenants and agrees that upon the delivery or receipt
of a notice pursuant to Section 7.02(b) or (c), KPMG will exercise its good
faith efforts to eliminate or mitigate any Termination Costs as soon as
practicable.

              (f)   The Parties agree that the transition of personnel from KPMG
to Consulting shall occur prior to end of the Term for the Shared Services
provided by such personnel so that the Termination Costs, if any, related to the
transition of such personnel are incurred prior to the expiration of the
applicable Term and not as a cost to be assessed on or after the expiration of
the applicable Term.

              (g)   "Termination Costs" means any and all costs incurred by KPMG
in excess of the costs KPMG would otherwise have incurred (including any
unrecovered capital costs) due to the termination of the provision of all or
some of the Shared Services, including but not limited to, the services listed
on Appendix 2 to Schedule A. Termination Costs include, but are not limited to:

              (i)   excess occupancy costs, unneeded personnel, unnecessary
software licensing arrangements and investments in technology or other
unnecessary contractual



                                       13
<PAGE>   14


arrangements;

              (ii)  any costs KPMG incurs to perform any terminated Basic
Service on its own behalf in excess of the amount allocated to KPMG for such
Basic Service during the prior year (as such amount may be adjusted from time to
time to account for increases in the consumer price index), until such time as
KPMG is able to reduce such costs to the level allocated prior to such
termination (as such amount may be adjusted from time to time to account for
increases in the consumer price index); and

              (iii) any costs incurred by KPMG as a result of Consulting no
longer paying its portion of any embedded capital costs.

With respect to any Added Services used by Consulting, Consulting will be
obligated to pay to KPMG the Termination Costs of winding down the provision of
such Added Services to the extent that Consulting has engaged KPMG for such
services.

              (h)   The Parties hereby covenant and agree to work together to
wind down the receipt of Shared Services by Consulting in a manner such that the
only Termination Costs payable by Consulting to KPMG in respect of those Shared
Services at the end of the applicable Term will be: (i) payments to KPMG in an
amount equal to the net book value of assets that (x) were used by KPMG in
providing such Shared Services to Consulting under this Agreement and (y) could
be used by Consulting in a similar manner after the termination of such Shared
Services; and (ii) payments required under the existing terms of executory
contracts with third parties for such Shared Services that were provided to
Consulting by KPMG under this Agreement and which can continue to be obtained by
Consulting after the termination of such Shared Services (collectively, such
assets or contracts after the termination of the respective Shared Services are
referred to as "Continuing Assets").

              (i)   Upon a delivery of a notice to KPMG to terminate a Shared
Service, the Parties shall cooperate in developing a transition plan for the
winding down of such Shared Service and the mitigation of any Termination Costs.
If Termination Costs cannot be eliminated within the time frame specified in the
notice of termination, KPMG shall present Consulting with a report stating (i)
the items for which Termination Costs are being assessed and (ii) the dollar
amount being assessed for each such item. In the event Consulting disputes that
an item should be included as a Termination Cost or the amount of the
Termination Costs with respect to any item, Consulting shall, within 60 days of
the assessment of such Termination Costs, notify KPMG in writing of such dispute
and to the extent reasonably practicable, Consulting's calculation of the amount
owed to KPMG. Any such dispute shall be resolved in accordance with Article 8.

              (j)   Consulting shall be entitled to receive from KPMG, and KPMG
shall transfer to Consulting, the portion of such Continuing Assets used in the
provision of Shared Services which are transferable, provided, however, such
transfer shall not occur with respect to any Continuing Asset which Consulting
notifies KPMG in writing that Consulting elects not to receive. Notwithstanding
the foregoing, Consulting shall be required to pay to KPMG Termination Costs
with respect to all Continuing Assets regardless of whether Consulting chooses
to accept transfer of any or all Continuing Assets.



                                       14
<PAGE>   15

              (k)   Consulting shall be assessed Termination Costs as such costs
are incurred by KPMG, provided, however, that a lump sum payment equal to the
present value of any and all unpaid Termination Costs shall be due and payable
to KPMG in immediately available funds within 90 days of the termination of this
Agreement. In calculating the present value, KPMG shall use as the discount rate
of prime minus one percent.

              7.03  Liability on Termination of Shared Services. KPMG shall have
no liability of any kind or nature whatsoever, including, without limitation,
punitive, exemplary, special, indirect, incidental or consequential damages
(including damages for loss of revenues, profits, business interruption or any
other loss) to Consulting, or to anyone claiming by or through Consulting, for
KPMG's ceasing to provide (or having a third party cease to provide) any Shared
Service or all the Shared Services upon the termination of this Agreement in
accordance with its terms. Consulting shall hold harmless KPMG and waives any
and all rights, at law or in equity, that it may have to bring any suit,
including, but not limited to, injunctive relief, or to any claims for Losses
against KPMG or KPMG's partners, principals, directors, officers, employers,
agents, assignees, subsidiaries or affiliates arising out of KPMG's ceasing to
provide such Shared Service or all the Shared Services upon the termination of
this Agreement in accordance with its terms.

              7.04  Survival of Certain Obligations. Without prejudice to the
survival of the other agreements of the Parties, the following obligations shall
survive the termination of this Agreement: (a) for the period set forth therein,
the obligations of each Party under Articles 5 and 7, and (b) KPMG's right to
receive the compensation for the Shared Services provided, and reimbursement of
the costs and expenditures described in Section 2.01 incurred prior to the
effective date of termination.

              7.05  Procedures on Termination. (a) On any termination of this
Agreement, KPMG shall complete any work in process and otherwise cooperate with
Consulting as reasonably necessary to avoid disruption of the ordinary course of
Consulting's business, and such termination shall not affect KPMG's rights to
payment for the Shared Services so provided.

              (b)   Each Party shall destroy or return to the other Party (at
the election of such other Party) all records made or obtained in the course of
performance hereunder containing information regarding the other Party or its
clients that is protected from disclosure under Article 4, to the extent
possible without destroying common databases or files. In the event that any
Party shall elect to destroy any records as permitted above, such Party shall
provide the other Party with written confirmation of any such destruction.

              7.06  Termination of Subleases. Notwithstanding any provision of
this Article 7, the rights and obligations of the Parties with respect to the
Subleases, including, without limitation, the term or termination of any
Sublease, shall be governed by the terms and provisions of the applicable
Sublease, and the provisions of this Article 7 shall be inapplicable thereto.




                                       15
<PAGE>   16

                                   ARTICLE 8

                               DISPUTE RESOLUTION

              8.01  Escalation. Except as provided in Section 8.04 hereof, if a
dispute, claim or controversy arises out of or arises in connection with this
Agreement (a "Dispute"), KPMG and Consulting agree to use the following
procedures, in lieu of either Party pursuing other available remedies, to
resolve the Dispute. The Parties agree that they will first attempt to settle
any Dispute arising out of this Agreement through good faith negotiations in the
spirit of mutual cooperation between business executives with authority to
resolve the Dispute. Prior to taking action as provided in Section 8.02, the
Parties shall first submit the Dispute to an appropriate corporate officer or
partner of each Party for resolution, and if such corporate officers or partner
are unable to resolve such Dispute, either Party may request that their
respective chief executive officers, or their respective delegates, attempt to
resolve such Dispute. The officers or delegees to whom any such claim or
controversy is submitted shall attempt to resolve the Dispute through good faith
negotiations over a reasonable period, not to exceed 30 days in the aggregate
unless otherwise agreed by the Parties. Such 30 day period shall be deemed to
commence on the date of a written notice from either Party describing the
particular Dispute.

              8.02  Submission to Mediation. If, within 30 days after receipt of
the notice describing the dispute, the Parties have not succeeded in negotiating
a resolution of the Dispute, KPMG and Consulting agree to refer the matter to a
panel consisting of one (1) senior partner or the delegee thereof from KPMG and
one (1) executive officer or the delegee thereof from Consulting (which
individuals or delegees shall not have been, as much as practicable, directly
involved in the Dispute) for review and resolution. These individuals are
referred to herein as the "Senior Executives." Upon such referral, the Senior
Executives or delegees shall review the following materials provided by KPMG and
Consulting: a copy of the terms of this Agreement and a concise (less than 10
page) summary of the basis of each party's contentions, including the relevant
facts and areas of disagreement. If the Dispute cannot be resolved by the Senior
Executive panel pursuant to this Section 8.02 within 30 days of the referral of
such Dispute, KPMG and Consulting may then pursue the remedies contemplated by
Sections 8.03 and 8.04.

              8.03  Arbitration. Any dispute that is not resolved by
negotiations pursuant to Section 8.02 shall, upon written notice by either Party
to the other Party involved in the Dispute, be resolved by binding arbitration
administered by the American Arbitration Association ("AAA") in accordance with
its Commercial Arbitration Rules. Within ten (10) business days after the
commencement of arbitration, each Party shall select one person to act as
arbitrator and the two arbitrators so selected shall select a third arbitrator
within ten (10) business days of their appointment. If the arbitrators selected
by the Parties are unable or fail to agree upon the third arbitrator within such
time period, the third arbitrator shall be selected by the AAA within the (10)
business days following a written request by any of the parties to the AAA. The
place of arbitration shall be New York, New York, and the language of the
arbitration shall be English. It is understood and agreed by the parties that
money damages might not be a sufficient remedy for any breach of this Agreement,
and that, notwithstanding anything else set forth in this Section 8.03
concerning the arbitration of disputes and the procedure for such arbitration,
and pending the outcome of any such arbitration, the Parties shall be entitled
to seek and obtain injunctive relief as a provisional remedy for any such
breach, which shall not be deemed to be the exclusive




                                       16
<PAGE>   17

remedy for any such breach but shall be in addition to all other provisional
remedies available at law or equity. The prevailing Party in the arbitration
shall be entitled, in addition to such other relief as may be granted, to its
reasonable attorney's fees and other costs reasonably incurred in such
arbitration. The Parties specifically agree to be bound by the decisions
rendered by the arbitration panel provided for herein and agree not to submit a
dispute subject to this Section 8.03 to any national, federal, state,
provincial, local or other court or arbitration association except as may be
necessary to enforce the decision rendered by the arbitrators.

              8.04  Injunctive Relief. Nothing contained in this Article 8 shall
prevent either Party from resorting to judicial process if injunctive or other
equitable relief from a court is necessary to prevent serious and irreparable
injury to one Party or to others or to maintain the status quo before, during or
after the commencement of the mediation process set forth in this Article 8. The
use of arbitration procedures will not be construed under the doctrine of
laches, waiver or estoppel to affect adversely either Party's right to assert
any claim or defense.

              8.05  Interest Charges. Unless the Parties otherwise agree, each
resolution pursuant to this Article 8 involving the payment of disputed amounts
shall be accompanied by the payment of interest calculated from the date when
such payment was originally scheduled for payment (or if the dispute involves a
payment that has already been paid, the date of such disputed payment). The
amount of the interest payment shall be based on the prime rate established by
The Wall Street Journal under the "Money Rates" section, as that rate may vary
from time to time, or if that rate is no longer published, a comparable rate in
effect on the date when the disputed amount was originally scheduled for payment
(or if the dispute involves a payment that has already been paid, the date of
such disputed payment).

                                   ARTICLE 9

                                  MISCELLANEOUS

              9.01  Amendments. This Agreement shall not be supplemented,
amended or modified in any manner whatsoever (including by course of dealing or
of performance or usage of trade) except in writing signed by the Parties.

              9.02  Successors and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective successors and
permitted assigns. No Party shall assign this Agreement or any rights herein
without the prior written consent of the other Parties, which may be withheld
for any or no reason, provided, however, that any Party may assign its rights
herein without the written consent of the other Parties in connection with a
merger in which such party is not the surviving entity or a sale of all or
substantially all the assets of such Party.

              9.03  Notices. All notices, consents, requests, approvals, and
other communications provided for or required herein must be in writing and
shall be deemed validly given, made or served, (a) when delivered personally or
sent by telecopy to the facsimile number indicated below with a required
confirmation copy sent in accordance with subsection (c), or (b) on the next
business day after delivery to a nationally-recognized express delivery service
with instructions and payment for overnight delivery; or (c) on the fifth (5th)
day after deposit in any



                                       17
<PAGE>   18

depository regularly maintained by the United States postal service, postage
prepaid, certified or registered mail, return receipt requested, addressed to
the following addresses or to such other address as the Party to be notified
shall have specified to the other Party in accordance with this section:

                  If to KPMG:

                           KPMG LLP
                           Three Chestnut Ridge Road
                           Montvale, New Jersey  07645
                           Attention:  Chief Financial Officer
                           Facsimile Number:  (201) 307-7227

                  with a copy to:

                           KPMG LLP
                           345 Park Avenue
                           New York, NY
                           Attention:  General Counsel

                  If to Consulting:

                           KPMG Consulting, Inc.
                           1676 International Drive
                           McLean, Virginia  22102
                           Attention:  Chief Financial Officer
                           Facsimile Number:  ________________

                  with a copy to:

                           KPMG Consulting, Inc.
                           1676 International Drive
                           McLean, Virginia  22102
                           Attention:  General Counsel

                           and

                           KPMG Consulting, LLC
                           1676 International Drive
                           McLean, Virginia 22102
                           Attention:  Chief Financial Officer
                           Facsimile Number:  _____________

              9.04  Governing Law. This Agreement shall be governed by and
interpreted and enforced under the laws of the State of New York as to all
matters, including, but not limited to matters of validity, construction,
effect, performance and remedies, without giving effect to the principles of
conflict of law thereof. Subject to Article 8, with respect to any claim arising
out of this Agreement, (a) each Party irrevocably submits to the non-exclusive
jurisdiction of the courts




                                       18
<PAGE>   19

in the City of New York, in the State of New York and the United States District
Courts located in the borough of Manhattan, New York, New York, and (b) each
Party irrevocably waives any objection which it may have at any time as to the
venue of any suit, action or proceeding arising out of or relating to this
Agreement brought in any such court and irrevocably waives any claim that such
suit, action or proceeding is brought in an inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such Party.

              9.05  Headings. The various headings used in this Agreement are
for convenience only and are not to be used in interpreting the text of the
Articles or Sections in which they appear or to which they relate.

              9.06  Severability. Wherever possible, each provision of this
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law. If any portion of this Agreement is declared invalid for
any reason in any jurisdiction, such declaration shall have no effect upon the
remaining portions of this Agreement, which shall continue in full force and
effect as if this Agreement had been executed with the invalid portions thereof
deleted; provided, that the entirety of this Agreement shall continue in full
force and effect in all other jurisdictions. Notwithstanding the foregoing, if
the portion of this Agreement which is declared invalid has the effect of
reducing the compensation due hereunder or preventing the reimbursement of the
costs and expenditures described in Section 2.01, KPMG, at its sole discretion,
may terminate its obligations to provide Shared Services pursuant to this
Agreement by providing thirty (30) days prior written notice to Consulting.

              9.07  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.

              9.08  No Third Party Beneficiaries. Except as set forth in Section
5.01, this Agreement is entered into solely for the benefit of the Parties
hereto and their permitted assigns, and shall not confer any rights upon any
person or entity not a party to this Agreement, including, but not limited to,
any directors, partners, principals, officers, employees or clients of the
Parties.

              9.09  Exercise of Rights. The failure or delay of a Party in
exercising any rights granted to it hereunder shall not constitute a waiver of
any such right and that Party may exercise that right at any time. Any single or
partial exercise of any particular right by a Party shall not exhaust the same
or constitute a waiver of any other right.

              9.10  Force Majeure. (a) Any failure or omission by a Party in the
performance of any obligation under this Agreement shall not be deemed a breach
of this Agreement or create any liability, if the same arises from any cause or
causes beyond the control of such Party, including, but not limited to, the
following, which, for purposes of this Agreement shall be regarded as beyond the
control of each of the Parties hereto: acts of God, fire, storm, flood,
earthquake, governmental regulation or direction, acts of the public enemy, war,
rebellion, insurrection, riot, invasion, strike or lockout (each a "Force
Majeure"); provided, however, that such Party shall resume the performance
whenever such causes are removed.



                                       19
<PAGE>   20

              (b)   Notwithstanding the foregoing, if a Party cannot perform any
Shared Service under this Agreement for a period of forty-five (45) days due to
a Force Majeure, either Party may suspend its obligations regarding such Shared
Service by providing written notice to the other Party; provided, however, that
if the suspending Party is Consulting, it shall, to the extent practicable, (A)
provide KPMG a transition period to eliminate or mitigate any Termination Costs
incurred or to be incurred by KPMG from the termination of Shared Services
hereunder as a result of KPMG's investment in and development of a shared
infrastructure and national support capabilities and (B) reimburse KPMG for any
Termination Costs which have not been eliminated. Upon notice of suspension of a
Shared Service pursuant to Section 9.10, KPMG shall use its good faith efforts
to eliminate or mitigate its Termination Costs as soon as practicable.

              9.11  Relationship of the Parties. Nothing in this Agreement shall
be deemed or construed by the Parties, or by any third party, to create the
relationship of a partnership, joint venture or similar relationship between the
Parties hereto, and no Party shall be deemed to be the agent of the other Party,
it being understood and agreed that neither the method of computing compensation
or any or other provision contained herein shall be deemed to create any
relationship between the Parties hereto other than the relationship of
independent parties contracting for services. No Party has, nor shall it hold
itself out as having, any authority to enter into any contract or create any
obligation or liability on behalf of, in the name of, or binding upon any other
Party.

              9.12  Set Off. Subject to Sections 2.03, if Consulting fails to
pay any amount owing to KPMG when due, KPMG is hereby authorized at any time
from time to time, without notice to Consulting (any such notice being expressly
waived by Consulting), to set off and apply (or cause any affiliate of KPMG to
set off and apply) any and all amounts at any time held and any indebtedness at
any time owing by KPMG or such affiliate to or for the credit of the account of
Consulting, against any or all of such amounts, and any amount due under this
Agreement, any promissory note or otherwise, irrespective of whether or not KPMG
shall have made any demand and although such obligations may be unmatured. The
rights stated in this Section 9.12 are in addition to other rights and remedies
(including, without limitation, other rights of set-off or lien) that KPMG may
have.

              9.13  Conflict. In case of conflict between the terms and
conditions of this Agreement and any Schedule, the terms and conditions of such
Schedule shall control and govern as it relates to the Shared Service to which
those terms and conditions apply.

              9.14  Limitation. The Parties understand and acknowledge that this
Agreement is among KPMG, Consulting, Inc. and LLC and that their respective
partners, principals, officers, directors, shareholders and members are not
liable hereunder in their capacity as such.

              9.15  Entire Agreement. This Agreement, including the Schedules
hereto, sets forth all of the promises, agreements, conditions and
understandings between the Parties respecting the Shared Services and supersedes
all previous negotiations, conversations, discussions, correspondence,
memorandums and agreements between the Parties concerning the Shared Services.



                                       20
<PAGE>   21


              IN WITNESS WHEREOF, the Parties hereto have caused this Transition
Services Agreement to be executed as of the day and year first above written.


                                           KPMG LLP



                                           By:
                                              -----------------------------
                                           Name:
                                           Title:



                                           KPMG CONSULTING, INC.



                                           By:
                                              -----------------------------
                                           Name:
                                           Title:



                                           KPMG CONSULTING, LLC



                                           By:
                                              -----------------------------
                                           Name:
                                           Title: