Exhibit 10
    (iii) 49.





THE IT GROUP,
   INC.


LOAN
   AGREEMENT





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THIS LOAN AGREEMENT, made and entered into
   this  day of , 199, by and among The
   IT Group, Inc., a corporation duly organized and existing under the laws of
   the State of Delaware (the Company) and , an officer of the Company (Borrower
   ). Capitalized terms used but not otherwise defined in this Agreement
   that are defined in the Program (as defined below) shall have the meanings
   specified in the Program.





W I T N E S S E T
   H:





WHEREAS, the Company has adopted the Ownership
   Guidelines which require designated employees of the Company or an affiliate
   to own a specified number of securities of the Company; and





WHEREAS, Borrower is an employee subject to
   the Ownership Guidelines; and





WHEREAS, the Company has adopted The IT Group,
   Inc. Executive Stock Ownership Program (the Program) to be
   administered by the Compensation Committee of the Board of Directors of the
   Company (the Committee); and





WHEREAS, the Committee has notified Borrower
   that he/she is eligible to participate in the Program, the terms of which
   allow Borrower to borrow money from the Company to apply toward the purchase
   of shares of the Companys Common Stock in satisfaction of the
   Ownership Guidelines; and





WHEREAS, Borrower desires to participate in
   the Program; and





WHEREAS, Borrower desires to obtain a term
   loan as further described below (the Loan) to be used as
   financing for the purchase of shares of the Companys Common Stock;
   and





WHEREAS, Borrower is willing and has agreed to
   execute all documents necessary to evidence his/her obligations to the
   Company, including but not limited to a promissory note evidencing the Loan
   (the Promissory Note).





NOW, THEREFORE, in consideration of the
   promises and agreements herein exchanged, the sufficiency and mutuality of
   which are jointly acknowledged, the parties hereto do hereby agree as
   follows:





ARTICLE
   I





THE
   LOAN





Section 1.1   
    LOAN. Subject to the terms and conditions of this Agreement,
   and for the consideration and purposes herein set forth, on the Closing
   Date, the Company agrees to extend to Borrower the Loan in the amount of Dollars ($), as


THE IT GROUP,
   INC.


LOAN
   AGREEMENT





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increased under
   Sections 1.4 and 1.5 hereof. The term of this Agreement shall commence on
   the execution of this Agreement and end on the Maturity Date as defined in
   the Promissory Note unless such Maturity Date is accelerated in accordance
   with Section 1.6.2 or Section 1.7 hereof.





Section 1.2   
    PROMISSORY NOTE.    The Loan shall be
   evidenced by and payable on the terms and conditions set forth in the
   Promissory Note, a copy of which is attached as Exhibit A and incorporated
   herein by this reference.





Section 1.3    INTEREST
   RATE.    The Promissory Note shall bear interest at
   a fixed rate of interest equal to the Applicable Federal Rate in effect on, 199, which was
    percent (%) per annum.





Section 1.4   
    PRINCIPAL AMOUNT.    The principal amount
   of the Promissory Note shall be as stated therein. The principal amount of
   the Promissory Note shall be increased by all accrued and interest unpaid as
   of the Maturity Date on the Promissory Note under Section 1.5.





Section 1.5   
    INTEREST.    Interest shall accrue on the
   unpaid principal balance of the Promissory Note compounded semiannually with
   an interest rate as set forth in Section 1.3 herein from the date of the
   Promissory Note until final payment of the Promissory Note. Such interest
   shall be payable on the Maturity Date unless maturity of the Promissory Note
   is accelerated in accordance with Section 1.6.2 or Section 1.7.





Section 1.6   
    MANDATORY REPAYMENTS OF PRINCIPAL.





1.6.1    The principal
   amount of the Promissory Note shall be due on the Maturity Date unless
   maturity of the Promissory Note is accelerated in accordance with Section
   1.6.2 or Section 1.7.





1.6.2    Notwithstanding
   the foregoing, the unpaid principal amount and accrued interest on the
   Promissory Note shall be due in full at the following times upon occurrence
   of the following events:





(a)    Termination
   of Employment of Borrower.In the
   event Borrowers employment is terminated for Cause prior to the
   Maturity Date, the outstanding interest and principal payments under this
   Promissory Note shall become immediately due and payable on the Termination
   Date. In the event Borrower terminates his or her employment with the
   Company and all affiliates voluntarily prior to the Maturity Date, any
   outstanding interest and principal payments under this Promissory Note shall
   become immediately due and payable on the Termination Date. Subject to
   Section 1.6.2 (d), below, in the event Borrowers employment is
   terminated involuntarily (other than for Cause) by the Company or an
   affiliate prior to the Maturity Date, any outstanding interest and principal
   payments under this Promissory Note shall become due and payable no later
   than seven (7) months following the Termination Date.





THE IT GROUP,
   INC.


LOAN
   AGREEMENT





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(b)    Retirement of
   Borrower.In the event Borrowers
   employment terminates on or after his or her Retirement Date prior to the
   Maturity Date, any outstanding balance (including accrued and unpaid
   interest) under this Promissory Note shall become due and payable no later
   than thirteen (13) months following the Retirement Date.





(c)    Death or
   Disability of Borrower.In the event
   Borrower dies or becomes Permanently Disabled prior to the Maturity Date,
   any outstanding balance (including accrued and unpaid interest) under this
   Promissory Note shall become due and payable no later than thirteen (13)
   months following the date of death or the Disability Date.





(d)    Change of
   Control.In the event an involuntary
   termination of employment, other than for Cause, occurs within 18 months of
   a Change of Control and prior to Maturity Date, any outstanding balance
   (including accrued and unpaid interest) under this Promissory Note shall
   become immediately due and payable on the Termination Date.





Section 1.7    OPTIONAL
   PREPAYMENTS.    The Loan may be prepaid in whole or
   in part at any time. Any partial prepayments shall be applied first to
   accrued and unpaid interest, and then to principal.





Section 1.8   
    SECURITY.    The Loan is
   unsecured.





Section 1.9   
    RECOURSE.    The Loan is full recourse, and
   neither collection nor enforcement of the Loan is limited to any particular
   assets of Borrower.





ARTICLE
   II





BORROWERS
   REPRESENTATIONS AND WARRANTIES





To induce the Company to enter into and extend
   and advance funds to Borrower pursuant to this Agreement, in addition to any
   other warranties set forth herein, Borrower hereby warrants and represents
   to the Company as follows, acknowledging that the Company is relying on the
   truth and accuracy of the following representations and warranties in
   entering into this Agreement with Borrower:





Section 2.1   
    VALIDITY.    This Agreement has been duly
   executed by Borrower and constitutes Borrowers valid and binding
   obligation enforceable against Borrower in accordance with its
   terms.





Section 2.2    ADEQUATE
   RESOURCES.    Borrower currently has, or on the
   dates upon which payments are due under the Promissory Note reasonably
   expects to have, adequate personal financial resources from which to repay
   the Loan.


THE IT GROUP,
   INC.


LOAN
   AGREEMENT





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ARTICLE
   III





DEFAULT; REMEDIES;
   WAIVER





Section 3.1    EVENTS
   OF DEFAULT.    The following events shall constitute
   Events of Default under this Agreement:





3.1.1    Failure to
   Pay.    If Borrower fails to pay any amount of
   principal or interest as required herein, when such amount becomes due, and
   such failure continues, in whole or in part, for 90 days after the date such
   payment was due.





3.1.2    Insolvency or
   Bankruptcy.    Borrower becomes insolvent or unable
   to pay his debts as such debts become due, or Borrower files a voluntary
   petition in bankruptcy or has an involuntary petition for bankruptcy filed
   against him or her.





Section 3.2   
    REMEDIES.    Upon the occurrence of either
   Event of Default under Section 3.1 hereof, the Company shall have the
   following remedies:





3.2.1    Insolvency or
   Bankruptcy.    If such event is an Event of Default
   specified in Section 3.1.2 above, the Loan and all other amounts owing under
   this Agreement and Promissory Note shall immediately become due and
   payable.





3.2.2    Failure to
   Pay.    If such default is an Event of Default
   specified in Section 3.1.1, the Company may, by 30 days prior written
   notice to Borrower, declare the Loan and all other amounts owing under this
   Agreement and the Promissory Note to be due and payable in full, whereupon
   the same shall immediately become due and payable.





3.2.3    Other
   Remedies; Setoff.    The Company may exercise any
   and all other remedies granted to it under this Agreement or at law. Without
   limiting the generality of the foregoing, the Company shall have the right
   to setoff any amount due hereunder against any amount owed by Borrower to
   Company.





3.2.4    Remedies Not
   Exclusive.    In addition to the foregoing remedies,
   the Company shall have all the rights and remedies available to it under
   applicable law.





Section 3.3   
    NONWAIVER.    The failure of the Company,
   for any reason, to declare a default, or to enforce or insist on the strict
   performance of the covenants of this Agreement, or to seek any redress
   available to the Company under this Agreement, shall not be deemed a waiver
   of such default or of strict performance of any covenant, obligation or
   condition of this Agreement, nor prevent a subsequent act by Borrower from
   having all the force and effect of any original default or
   breach.


THE IT GROUP,
   INC.


LOAN
   AGREEMENT





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ARTICLE
   IV





GENERAL
   PROVISIONS





Section 4.1   
    ASSIGNABILITY.    Borrowers rights
   and interests under this Agreement (a) may not be sold, assigned,
   transferred, pledged, hypothecated, gifted, bequeathed or otherwise disposed
   of to any other party by Borrower or any beneficiary, executor,
   administrator, heir, distributee or other person claiming under such
   Borrower, and (b) shall not be subject to execution, attachment or similar
   process. Any attempted sale, assignment, transfer, pledge, hypothecation,
   gift, bequest or other disposition of such rights, interests or benefits
   contrary to the foregoing provisions of this Section shall be null and void
   and without effect.





Section 4.2   
    MODIFICATION.    This Agreement may only be
   amended, modified, or supplemented by written agreement executed by the
   Company and Borrower.





Section 4.3   
    NOTICES.    Any notice or demand given
   under the terms of this Agreement shall be deemed delivered when mailed via
   United States certified mail, addressed to the other party, at the following
   address:





| | COMPANY:
| | --------




| | Corporate
     Secretary
| | ------------------------

| | The IT Group,
     Inc.
| | -----------------------

| | 2790 Mosside
     Boulevard
| | ---------------------------

| | Monroeville, PA
     15146
| | --------------------------




| | BORROWER:
| | ---------




| | 
| | 




| | 
| | 




| | 
| | 




Alternatively, notice
   or demand given under the terms of this Agreement may be given by hand
   delivery to the other party. If to Company, such delivery will be effective
   when actually delivered to: Corporate Secretary, The IT Group, Inc., 2790
   Mosside Boulevard, Monroeville, PA 15146; if to Borrower, when delivered to
   the same address as listed above for mailing to Borrower.





Section 4.4    BINDING
   EFFECT.    This Agreement shall be binding upon and
   inure to the benefit of the successors and assigns of the parties
   hereto.





Section 4.5    ATTORNEY
   S FEES.    In the event any action or suit is
   taken or instituted to enforce this Agreement or the Promissory Note, the
   prevailing party shall be entitled to receive


THE IT GROUP,
   INC.


LOAN
   AGREEMENT





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from the defaulting
   party all costs, expenses and fees, including reasonable attorneys
   fees, incurred by the prevailing party in enforcing this Agreement or the
   Promissory Note.





Section 4.6   
    TERMINATION.    This Agreement shall be of
   no further force and effect when the Loan and all obligations owed to the
   Company by Borrower in connection with this Agreement have been
   satisfied.





Section 4.7   
    SEVERABILITY.    In the event that any
   provision of this Agreement is found to be invalid or otherwise
   unenforceable by a court or other tribunal of competent jurisdiction, such
   invalidity or unenforceability shall not be construed as rendering any other
   provision contained herein invalid or unenforceable, and all such other
   provisions shall be given full force and effect to the same extent as though
   the invalid and unenforceable provision was not contained
   herein.





Section 4.8   
    INCORPORATION OF EXHIBITS.    All exhibits
   referred to in this Agreement are incorporated by reference and made a part
   of the terms, provisions and covenants of this Agreement.





Section 4.9   
    GOVERNING LAW.    This Agreement shall be
   governed by and construed and enforced in accordance and with the laws of
   the State of Delaware, without regard to the application of the conflicts of
   law provisions thereof.





Section 4.10   
    CUMULATIVE REMEDIES.    All the Company
   s rights and remedies, whether evidenced under the terms of this
   Agreement or any other document or instrument referred to herein are
   cumulative and are not intended to exclude any other remedies or means of
   redress to which the Company may be entitled by statute or
   otherwise.





IN WITNESS WHEREOF, the parties have executed
   this Loan Agreement on the day and year first above written.





| | THE IT GROUP,
     INC.
| | -----------------------




| | By:
| | ---

| | 
| | 




| | Title: Senior
     Vice President, Human Resources
| | --------------------------------------------------




| | BORROWER
| | --------




| | By:
| | ---

| | 
| |