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                                                                    EXHIBIT 10.8


                     1998 EUROPEAN EQUITY COMPENSATION PLAN
                                       FOR
                            THE CONCOURS GROUP, INC.

         SECTION 1. PURPOSE. This European Equity Compensation Plan of The
Concours Group, Inc. is intended as an incentive to attract and retain qualified
and competent employees, consultants, advisors and directors for the Company and
its Subsidiaries with respect to their European operations, upon whose efforts
and judgment the success of the Company is largely dependent, through the
encouragement of stock ownership in the Company by such persons. The Plan is
designed to meet this intent by offering cash incentives and other equity based
incentive awards, thereby providing such individuals a proprietary interest in
pursuing the long-term growth, profitability and financial success of The
Concours Group, Inc. and its Subsidiaries.

         SECTION 2. DEFINITIONS. As used herein, the following terms shall have
the meaning indicated:

                  (a) "AWARD" OR "AWARDS" means an award or grant made to a
         Participant under Sections 4 through 6 of this Plan.

                  (b) "ACT" shall mean the Securities Exchange Act of 1934, as
         amended and in effect from time to time, or any successor statute.

                  (c) "BOARD" shall mean the Board of Directors of the Company.

                  (d) "BUSINESS DAY" shall mean (i) if the Shares trade on a
         national exchange, any day that the national exchange on which the
         Shares trade is open or (ii) if the Shares do not trade on a national
         exchange, any day that commercial banks in the City of Houston are
         open.

                  (e) "COMMISSION" shall mean the Securities and Exchange
         Commission.

                  (f) "COMMITTEE" shall mean the Compensation Committee of the
         Board or other committee, if any, appointed by the Board pursuant to
         Section 10 hereof, and in the absence any appointment, the Board shall
         be the Committee.

                  (g) "COMMON STOCK"  shall mean the Company's common stock, par
         value $.01 per share.

                  (h) "COMPANY" shall mean The Concours Group, Inc., a Delaware
         corporation, or any successor corporation.

                  (i) "DATE OF GRANT" shall mean the date on which an Option,
         SAR, or Restricted Award is granted to an Eligible Person pursuant to
         Sections 4 through 6 of this Plan.

                  (j) "DEFERRED COMPENSATION STOCK OPTION" means any Option
         granted pursuant to the provisions of Section 4 of the Plan that is
         specifically designated as such.

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                  (k) "DISABILITY" means permanent and total disability. An
         individual is permanently and totally disabled if he or she is unable
         to engage in any substantial gainful activity by reason of any
         medically determinable physical or mental impairment which can be
         expected to result in death or which has lasted or can be expected to
         last for a continuous period of not less than 12 months.

                  (l) "DIRECTOR" shall mean a member of the Board.

                  (m) "ELIGIBLE PERSON(S)" in countries other than the United
         Kingdom and France shall mean those persons who are (i) under written
         contract, unless otherwise approved by the Committee (a "CONSULTING
         CONTRACT"), with the Company or a Subsidiary to provide consulting or
         advisory services to the Company or a Subsidiary (a "CONSULTANT"), (ii)
         Employees or (iii) members of the Board of Directors of the Company or
         a Subsidiary.

                      "ELIGIBLE PERSON(S)" in the United Kingdom shall mean
         those persons who are Employees.

                      "ELIGIBLE PERSON(S)" in France shall mean those persons
         who are (i) Consultants under a Consulting Contract with the Company or
         a Subsidiary, or (ii) Employees.

                  (n) "EMPLOYEE(S)" shall mean those persons who are employees
         of the Company or who are employees of any Subsidiary and shall include
         executive directors of the Company or a Subsidiary.

                  (o) "FAIR MARKET VALUE" of a share on a particular date shall
         be the closing price of the Common Stock, which shall be (i) if the
         Common Stock is listed or admitted for trading on any United States
         national securities exchange (which for purposes hereof shall include
         the NASDAQ National Market System), the last reported sale price of
         Common Stock on such exchange as reported in any newspaper of general
         circulation, (ii) if the Common Stock is quoted on NASDAQ (other than
         on the National Market System) or any similar system of automated
         dissemination of quotations of securities prices in common use, the
         mean between the closing high bid and low asked quotations for such day
         of the Common Stock on such system or (iii) if neither clause (i) nor
         (ii) is applicable, the price as determined by the Board by any fair
         and reasonable means.

                  (p) "INTERNAL REVENUE CODE" or "CODE" shall mean the Internal
         Revenue Code of 1986, as it now exists or may be amended from time to
         time.

                  (q) "NONQUALIFIED STOCK OPTION" shall mean a stock option that
         is not an incentive stock option as defined in Section 422 of the
         Internal Revenue Code.

                  (r) "OPTION" OR "OPTIONS" (when capitalized) shall mean
         Award(s) to purchase shares of Common Stock granted pursuant to the
         provisions of Section 4 of this Plan.


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                  (s) "OUTSIDE DIRECTOR" shall mean a Director who qualifies as
         an "outside director" under the regulations promulgated under Section
         162(m) of the Internal Revenue Code and as a "non-employee director"
         under Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
         effective August 15, 1996.

                  (t) "PARTICIPANT" means an employee of the Company or a
         Subsidiary or individual who is performing services for either entity
         and who is granted an Award under this Plan.

                  (u) "PLAN" shall mean this 1998 European Equity Compensation
         Plan for The Concours Group, Inc.

                  (v) "RESTRICTED AWARD" means an Award granted pursuant to the
         provisions of Section 6 of this Plan.

                  (w) "RESTRICTED STOCK GRANT" means an Award of shares of
         Common Stock granted pursuant to the provisions of Section 6 of this
         Plan.

                  (x) "RESTRICTED UNIT GRANT" means an Award of units
         representing shares of Common Stock granted pursuant to the provisions
         of Section 6 of this Plan.

                  (y) "SHARE(S)" shall mean a share or shares of the Common
         Stock of The Concours Group, Inc.

                  (z) "STOCK APPRECIATION RIGHTS" means an Award to benefit from
         the appreciation of Common Stock granted pursuant to the provisions of
         Section 5 of this Plan.

                  (aa) "SUBSIDIARY" shall mean any corporation (other than the
         Company) in any unbroken chain of corporations beginning with the
         Company if, on the Date of Grant, each of the corporations other than
         the last corporation in the unbroken chain owns stock possessing 50% or
         more of the total combined voting power of all classes of stock in one
         of the other corporations in such chain.

         SECTION 3. COMMON STOCK SUBJECT TO THE PLAN. The maximum number of
shares of Common Stock in respect of which Awards may be granted under the Plan
(the "PLAN MAXIMUM") shall be 600,000, subject to adjustment as provided in
Section 8 below. Common Stock issued under the Plan may be either authorized and
unissued shares or issued shares which have been reacquired by the Company. The
following terms and conditions shall apply to Common Stock subject to the Plan:

         (a) In no event shall more than the Plan Maximum be cumulatively
available for Awards under the Plan;

         (b) For the purpose of computing the total number of shares of Common
Stock available for Awards under the Plan, there shall be counted against the
foregoing limitations (i) the number of shares of Common Stock subject to
issuance upon exercise or settlement of Awards (regardless


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of vesting) and (ii) the number of shares of Common Stock which equal the value
of Restricted Unit Grants or Stock Appreciation Rights determined at the dates
on which such Awards are granted;

         (c) If any Awards are forfeited, terminated, expire unexercised,
settled in cash in lieu of stock or exchanged for other Awards, the shares of
Common Stock which were previously subject to the Awards shall again be
available for Awards under the Plan to the extent of such forfeiture or
expiration of the Awards; and

         (d) Any shares of Common Stock which are used as full or partial
payment to the Company by a Participant of the purchase price of shares of
Common Stock upon exercise of an Option shall again be available for Awards
under the Plan.

         SECTION 4. STOCK OPTIONS. An Option granted hereunder shall be either a
Nonqualified Stock Option or a Deferred Compensation Stock Option as determined
by the Committee at the Date of Grant of such Option and shall clearly state
whether it is a Nonqualified Stock Option or a Deferred Compensation Stock
Option.

         (a) Conditions for Grant of Options.

                  (i) Each Option shall be evidenced by an option agreement that
may contain any term deemed necessary or desirable by the Committee, provided
such terms are not inconsistent with this Plan or any applicable law.
Participants shall be those persons selected by the Committee from Eligible
Persons. Any person who files with the Committee, in a form satisfactory to the
Committee, a written waiver of eligibility to receive any Option under this Plan
shall not be eligible to receive any Option under this Plan for the duration of
such waiver.

                  (ii) In granting Options, the Committee shall take into
consideration the contribution the person has made or may make to the success of
the Company or its Subsidiaries and such other factors as the Board shall
determine. The Committee shall also have the authority to consult with and
receive recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may from time to time
in granting Options under the Plan prescribe such other terms and conditions
concerning such Options as it deems appropriate, including, without limitation,
relating an Option to achievement of specific goals established by the
Committee, the continued employment of the Participant for a specified period of
time, or the entry into a Buy-Sell Agreement and/or Voting Trust with respect to
shares received pursuant to the exercise of an Option, provided that such terms
and conditions are not more favorable to an Participant than those expressly
permitted herein.

                  (iii) The Committee in its sole discretion shall determine in
each case whether periods of military or government service shall constitute a
continuation of employment for the purposes of this Plan or any Option.

                  (iv) The Committee in its sole discretion may delegate to the
Chief Executive Officer of the Company any or all of its powers under this Plan
with regard to the granting and administration of Options to Eligible Persons
not subject to reporting under Section 16 of the Act.


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         (b) Exercise Price. The Option exercise price per share shall be
determined by the Committee on the Date of Grant.

         (c) Exercisability.

                  (i) Nonqualified Stock Options shall be exercisable in
installments as follows; provided, however, no Nonqualified Stock Options shall
be exercisable prior to the first anniversary date of the Date of Grant
(hereinafter, "ANNIVERSARY DATE"). Nonqualified Stock Options may be exercised
as to twenty-five percent (25%) of the Shares covered by the Nonqualified Stock
Options beginning on the first Anniversary Date; thereafter, an additional
twenty-five percent (25%) of the Shares subject to the Nonqualified Stock
Options shall be exercisable as of the Anniversary Date in each of the following
three years except as otherwise provided in Section 7 below. The Committee may
in its sole discretion accelerate the date on which any Nonqualified Stock
Options may be exercised. In no event shall Nonqualified Stock Options be
exercisable after the expiration of the day before the date which is ten (10)
years from the Date of Grant.

                  (ii) Deferred Compensation Stock Options shall become
exercisable in accordance with the terms of the grant thereof as established by
the Committee.

         (d) Method of Exercise.

                  (i) Subject to the applicable exercise restrictions set forth
in Section 4(c), an Option shall be deemed exercised when (i) the Company has
received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate exercise price of the Shares as to
which the Option is exercised has been made, and (iii) arrangements that are
satisfactory to the Committee in its sole discretion have been made for the
Participant's payment to the Company of the amount, if any, that the Committee
determines to be necessary for the Company or a Subsidiary to withhold or
account for in accordance with applicable tax requirements.

                  (ii) Unless further limited by the Committee in any Option,
the exercise price of any Shares purchased shall be paid by any of the following
methods:

                           (1) In cash, by certified or cashier's check, by
                  money order, by personal check (if approved by the Committee)
                  of an amount equal to the aggregate purchase price of the
                  Shares to which the exercise relates;

                           (2) If acceptable to the Committee, by delivery of
                  Shares already owned by the Participant, which Shares have an
                  aggregate value of the Fair Market Value, as determined by the
                  Committee in its sole discretion at the time of exercise, on
                  the date received by the Company, together with any cash
                  tendered therewith, equal to the purchase price of the Shares
                  to which the exercise relates; or

                           (3) If acceptable to the Committee, by delivery to
                  the Company of an exercise notice that requests the Company to
                  issue to the Participant the full number of Shares as to which
                  the Option is then exercisable, less the number of Shares that
                  have an aggregate Fair Market Value, as determined by the
                  Committee in its sole


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                  discretion at the time of exercise, equal to the aggregate
                  purchase price of the Shares to which such exercise relates.
                  (This method of exercise allows the Participant to use a
                  portion of the Shares issuable at the time of exercise as
                  payment for the Shares to which the Option relates and is
                  often referred to as a "cashless exercise." For example, if
                  the Participant elects to exercise 1,000 Shares at an exercise
                  price of $0.25 and the current Fair Market Value of the Shares
                  on the date of exercise is $1.00, the Participant can use 250
                  of the 1,000 Shares at $1.00 per Share to pay for the exercise
                  of the entire Option (250 x $1.00 = $250.00) and receive only
                  the remaining 750 Shares.)

         (e) Restrictions on Method of Exercise. Notwithstanding the foregoing
payment provisions, the Committee, in granting Options pursuant to the Plan, may
limit the methods by which an Option may be exercised by any person and, in
processing any purported exercise of an Option granted pursuant to the Plan, may
refuse to recognize the method of exercise selected by the Participant (other
than the method of exercise set forth in Section 4(d)(i), if, in the opinion of
counsel of the Company, (i) the Participant is or within the six months
preceding such exercise was, subject to reporting under Section 16(a) of the Act
and (ii) there is a substantial likelihood that the method of exercise selected
by the Participant would subject the Participant to substantial risk of
liability under Section 16 of the Act.

         (f) Transferability of Options. The Committee, in its sole discretion,
may provide in the agreement governing any Nonqualified Stock Option or Deferred
Compensation Option that such Options shall be transferable and, if so, the
extent to which such Nonqualified Stock Options or Deferred Compensation Options
are transferable.

         (g) Deferred Compensation Stock Options. Deferred Compensation Stock
Options are intended to provide a means by which compensation payments can be
deferred to future dates. The number of shares of Common Stock subject to a
Deferred Compensation Stock Option shall be determined by the Committee, in its
sole discretion, in accordance with the following formula:

             Amount of Compensation to be Deferred
             --------------------------------------    =        Number of Shares
             Fair Market Value - Stock Option Price

         Amounts of compensation deferred may include amounts earned under
Awards granted under the Plan or under any other compensation plan, program, or
arrangement of the Company as permitted by the Committee.

         SECTION 5. STOCK APPRECIATION RIGHTS. The grant of Stock Appreciation
Rights under the Plan shall be subject to the following terms and conditions,
and shall contain such additional terms and conditions, not inconsistent with
the express terms of the Plan, as the Committee shall deem desirable:

         (a) Stock Appreciation Rights. A Stock Appreciation Right is an Award
entitling a Participant to receive an amount equal to (or if the Committee shall
determine on the Date of Grant, less than) the excess of the Fair Market Value
of a share of Common Stock on the date of exercise over the Fair Market Value of
a share of Common Stock on the Date of Grant of the Stock


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Appreciation Right, or such other price as may be set by the Committee,
multiplied by the number of shares of Common Stock with respect to which the
Stock Appreciation Right shall have been exercised.

         (b) Grant. A Stock Appreciation Right shall be granted separately. In
no event will Stock Appreciation Rights and other Awards be issued in tandem
whereby the exercise of one such Award affects the right to exercise the other.

         (c) Exercise. A Stock Appreciation Right may be exercised by a
Participant in accordance with procedures established by the Committee, except
that in no event shall a Stock Appreciation Right be exercisable prior to the
first Anniversary Date of the Date of Grant. To the extent it is not
inconsistent with any insider trading compliance policies that the Company may
establish from time to time, the Committee, in its discretion, may provide that
a Stock Appreciation Right shall be automatically exercised on one or more
specified dates, or that a Stock Appreciation Right may be exercised during only
limited time periods.

         (d) Form of Payment. Payment to the Participant upon exercise of a
Stock Appreciation Right may be made (i) in cash, by certified or cashier's
check or by money order, (ii) in shares of Common Stock, (iii) in the form of a
Deferred Compensation Stock Option, or (iv) any combination of the above, as the
Committee shall determine. The Committee may elect to make this determination
either at the time the Stock Appreciation Right is granted, or with respect to
payments contemplated in clauses (ii) and (iii) above, at the time of the
exercise.

         SECTION 6. RESTRICTED AWARDS. Restricted Awards granted under the Plan
may be in the form of either Restricted Stock Grants or Restricted Unit Grants.
Restricted Awards shall be subject to the following terms and conditions, and
may contain such additional terms and conditions, not inconsistent with the
express provisions of the Plan, as the Committee shall deem desirable:

         (a) Restricted Stock Grants. A Restricted Stock Grant is an Award of
shares of Common Stock transferred to a Participant subject to such terms and
conditions as the Committee deems appropriate, as set forth in Section 6(d)
below. Further, as a condition to the grant of Restricted Stock to any
Participant who, at the Date of Grant has not been employed by the Company and
has not performed services for the Company, the Committee shall require such
Participant to pay at least an amount equal to the par value of the shares of
Common Stock subject to the Restricted Stock Grant within thirty (30) days of
the date of the grant, and failure to pay such amount shall result in an
automatic termination of the Restricted Stock Grant.

         (b) Restricted Unit Grants. A Restricted Unit Grant is an Award of
units granted to a Participant subject to such terms and conditions as the
Committee deems appropriate, including, without limitation, the requirement that
the Participant forfeit such units upon termination of employment for specified
reasons within a specified period of time, and restrictions on the sale,
assignment, transfer or other disposition of the units. Based on the discretion
of the Committee at the time a Restricted Unit Grant is awarded to a
Participant, a unit will have a value (i) equivalent to one share of Common
Stock, or (ii) equivalent to the excess of the Fair Market Value of a share of
Common Stock on the date the restriction lapses over the Fair Market Value
of a share of


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Common Stock on the Date of Grant of the Restricted Unit Grant (or over such
other value as the Committee determines at the time of the grant).

         (c) Grant of Awards. Restricted Awards shall be granted separately
under the Plan in such form and on such terms and conditions as the Committee
may from time to time approve. Restricted Awards, however, may not be granted in
tandem with other Awards whereby the exercise of one such Award affects the
right to exercise the other. Subject to the terms of the Plan, the Committee
shall determine the number of Restricted Awards to be granted to a Participant
and the Committee may impose different terms and conditions on any particular
Restricted Award made to any Participant. Each Participant receiving a
Restricted Stock Grant shall be issued a stock certificate in respect of the
shares of Common Stock. The certificate shall be registered in the name of the
Participant, shall be accompanied by a stock power duly executed by the
Participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to the Award. The certificate evidencing
the shares shall be held in custody by the Company until the restrictions
imposed thereon shall have lapsed or been removed.

         (d) Restriction Period. Restricted Awards shall provide that in order
for a Participant to vest in the Awards, the Participant must continuously
provide services for the Company or its Subsidiaries, subject to relief for
specified reasons, for a period of not less than one (1) year commencing on the
date of the Award and ending on such later date or dates as the Committee may
designate at the time of the Award ("RESTRICTION PERIOD"). During the
Restriction Period, a Participant may not sell, assign, transfer, pledge,
encumber, or otherwise dispose of shares of Common Stock received under a
Restricted Stock Grant. The Committee, in its sole discretion, may provide for
the lapse of restrictions in installments during the Restriction Period. Upon
expiration of the applicable Restriction Period (or lapse of restrictions during
the Restriction Period where the restrictions lapse in installments), the
Participant shall be entitled to receive his or her Restricted Award or the
applicable portion thereof, as the case may be. Upon termination of a
Participant's employment with the Company or any Subsidiary for any reason
during the Restriction Period, all or a portion of the shares or units, as
applicable, that are still subject to a restriction may vest or be forfeited, in
accordance with the terms and conditions established by the Committee at or
after grant.

         (e) Payment of Awards. A Participant shall be entitled to receive
payment for a Restricted Unit Grant (or portion thereof) in an amount equal to
the aggregate Fair Market Value of the units covered by the Award upon the
expiration of the applicable Restriction Period. Payment in settlement of a
Restricted Unit Grant shall be made as soon as practicable following the
conclusion of the respective Restriction Period (i) in cash, by certified or
cashier's check or by money order, (ii) in shares of Common Stock equal to the
number of units granted under the Restricted Unit Grant with respect to which
such payment is made, (iii) in the form of a Deferred Compensation Stock Option,
or (iv) in any combination of the above, as the Committee shall determine. The
Committee may elect to make this determination either at the time the Award is
granted, or with respect to payments contemplated in clause (i) and (ii) above,
at the time the Award is settled.

         (f) Rights as a Shareholder. A Participant shall have, with respect to
the shares of Common Stock received under a Restricted Stock Grant, all of the
rights of a shareholder of the Company, including the right to vote the shares,
and the right to receive any cash dividends. Stock dividends issued with respect
to the shares covered by a Restricted Stock Grant shall be treated as


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additional shares under the Restricted Stock Grant and shall be subject to the
same restrictions and other terms and conditions that apply to shares under the
Restricted Stock Grant with respect to which the dividends are issued.

         SECTION 7. TERMINATION OF EMPLOYMENT. The terms and conditions under
which an Award may be exercised after a Participant's termination of employment
shall be determined by the Committee, except as otherwise provided herein.

         (a) Termination by Death. If a Participant's employment by the Company
or any Subsidiary terminates by reason of the Participant's death or if the
Participant's death occurs within three months after the termination of his or
her employment, any Award held by such Participant may thereafter be exercised,
to the extent such Award otherwise was then exercisable by the Participant, by
the legal representative of the Participant's estate or by any person who
acquired the Award by will or the laws of descent and distribution, for a period
of one year from the Participant's termination of employment (as contemplated in
this Section 7(a)) or until the expiration of the stated term of the Award,
whichever period is the shorter. Any right of exercise under a nonvested Award
held by a Participant at the time of his or her death is extinguished and
terminated.

         (b) Termination by Reason of Disability. If a Participant's employment
by the Company or Subsidiary terminates by reason of Disability, any Award held
by such Participant may thereafter be exercised by the Participant, to the
extent such Award otherwise was then exercisable by the Participant, for a
period of one year from the date of such termination of employment or until the
expiration of the stated term of such Award, whichever period is the shorter;
provided, however, that if the Participant dies within such one-year period, any
unexercised Award held by such Participant shall thereafter be exercisable to
the extent to which it was exercisable at the time of such death or until the
expiration of the stated term of such Award, whichever period is shorter. Any
right of exercise under a nonvested Award held by the Participant at the time of
his or her termination by reason of Disability is terminated and extinguished.

         (c) Other Termination. If a Participant's employment by the Company or
any Subsidiary is terminated for any reason other than retirement, any Award
held by the Participant at the time of his or her termination shall be
exercisable, to the extent otherwise then exercisable, for the lesser of three
(3) months from the date of such termination or the balance of the term of the
Award, and any right of exercise under any nonvested Award held by a Participant
at the time of his or her termination is terminated and extinguished, provided
that the Committee may extend such Award for periods determined in its
discretion; provided, however, that upon termination of employment, if the
Participant continues to serve, or commences serving, as a director of the
Company, then in such event any Awards may continue to be held by the
Participant under the original terms thereof.

         (d) For purposes of the Plan, the transfer of an Employee's employment
between the Company and any Subsidiary or between Subsidiaries shall not be
deemed to be a termination of the Employee's employment.

         (e) Notwithstanding any other provisions set forth herein, if the
Participant shall (i) commit any act of malfeasance or wrongdoing affecting the
Company or any Subsidiary, (ii) breach any covenant not to compete, or
employment contract, with the Company or any Subsidiary, or (iii)


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engage in conduct that would warrant the Participant's discharge for cause
(excluding general dissatisfaction with the performance of the Participant's
duties, but including any act of disloyalty or any conduct clearly tending to
bring discredit upon the Company or any Subsidiary), any unexercised portion of
Options held by the Participant shall immediately terminate and be void.

         SECTION 8. ADJUSTMENT OF SHARES.

         (a) If at any time while the Plan is in effect or unexercised Awards
are outstanding, there shall be any increase or decrease in the number of issued
and outstanding Shares through the declaration of a stock dividend or through
any recapitalization resulting in a stock split-up, combination or exchange of
Shares, then and in such event the Board, in its sole discretion, may make
adjustments it deems appropriate to reflect such change with respect to:

                  (i) the maximum number of Shares which may be sold or awarded
         to any Participant;

                  (ii) the number of shares of Common Stock covered by each
         outstanding Award; and

                  (iii) the price per share in respect of the outstanding
         Awards.

         (b) The Committee may change the terms of Options outstanding under
this Plan, with respect to the exercise price or the number of Shares subject to
the Options, or both, when, in the Committee's sole discretion, such adjustments
become appropriate by reason of any corporate transaction.

         (c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to the number of Shares reserved for issuance under the
Plan or the number of or exercise price of Shares then subject to outstanding
Options granted under the Plan.

         (d) Without limiting the generality of the foregoing, the existence of
outstanding Awards granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to outstanding
Options; (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

         SECTION 9. ISSUANCE OF SHARES. No person shall be, or have any of the
rights or privileges of, a shareholder of the Company with respect to any Awards
unless and until certificates representing such Shares shall have been issued
and delivered to such person. As a condition of any


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transfer of the certificate for Shares, the Committee may obtain such agreements
or undertakings, if any, as it may deem necessary or advisable to assure
compliance with any provision of the Plan, the agreement evidencing the Award or
Awards, or any law or regulation including, but not limited to, the following:

         (a) A representation, warranty or agreement by the Participant to the
Company at the time any Option is exercised that he or she is acquiring the
Shares to be issued to him or her for investment and not with a view to, or for
sale in connection with, the distribution of any such Shares; and

         (b) A representation, warranty or agreement to be bound by any legends
that are, in the opinion of the Committee, necessary or appropriate to comply
with the provisions of any securities laws deemed by the Board to be applicable
to the issuance of the Shares and are endorsed upon the Share certificates.

         SECTION 10. ADMINISTRATION OF THE PLAN.

         (a) The Plan shall be administered by the Compensation Committee of the
Board or other committee thereof as appointed by the Board (the "COMMITTEE"),
consisting of not less than two (2) members. The Committee shall be constituted
so as to permit the Plan to comply with Rule 16b-3 promulgated by the Commission
under the Act or any successor rule and shall initially be comprised of two
members of the Board, each of whom is an Outside Director.

         (b) The Committee, from time to time, may adopt rules and regulations
for carrying out the purposes of the Plan. The determinations and the
interpretation and construction of any provision of the Plan by the Committee
shall be final and conclusive.

         (c) Subject to the express provisions of this Plan and any insider
trading compliance policies that may be adopted by the Company from time to
time, the Committee shall have the authority, in its sole and absolute
discretion (i) to adopt, amend, and rescind administrative and interpretive
rules and regulations relating to this Plan or any Award; (ii) to construe the
terms of this Plan or any Award; (iii) as provided in Section 8(a), upon certain
events to make appropriate adjustments to the number of Shares and price per
share subject to this Plan; and (iv) to make all other determinations and
perform all other acts necessary or advisable for administering this Plan,
including the delegation of such ministerial acts and responsibilities as the
Committee deems appropriate. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in this Plan or any Option in the manner
and to the extent it shall deem expedient to carry it into effect, and it shall
be the sole and final judge of such expediency. The Committee shall have full
discretion to make all determinations on the matters referred to in this Section
10(c), and such determinations shall be final, binding and conclusive.

         (d) The Committee is expressly authorized to make modifications to the
Plan as necessary to effectuate the intent of the Plan as a result of any
changes in the tax, accounting, or securities laws treatment of Participants and
the Plan.


                                       11
<PAGE>   12

         SECTION 11. GOVERNMENT REGULATIONS. This Plan, Awards and the
obligations of the Company to sell and deliver Shares under any Awards, shall be
subject to all applicable laws, rules and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.

         SECTION 12. MISCELLANEOUS.

         (a) The proceeds received by the Company from the sale of Shares
pursuant to an Award shall be used for general corporate purposes.

         (b) The grant of an Award shall be in addition to any other
compensation paid to the Participant or other plans of the Company or other
benefits with respect to the Participant's position with or relationship to the
Company or its Subsidiaries. The grant of an Award shall not confer upon the
Participant the right to continue as an Employee or Consultant, or interfere in
any way with the rights of the Company or a Subsidiary to terminate his status
as an Employee or Consultant.

         (c) Neither the members of the Board nor any member of the Committee
shall be liable for any act, omission, or determination taken or made in good
faith with respect to this Plan or any Award, and members of the Board and the
Committee shall, in addition to all other rights of indemnification and
reimbursement, be entitled to indemnification and reimbursement by the Company
or a Subsidiary in respect of any claim, loss, damage, liability or expense
(including attorneys' fees, the costs of settling any suit, provided such
settlement is approved by independent legal counsel selected by the Company, and
amounts paid in satisfaction of a judgment, except a judgment based on a finding
of bad faith) arising from such claim, loss, damage, liability or expense to the
full extent permitted by law and under any directors' and officers' liability or
similar insurance coverage that may from time to time be in effect.

         (d) Any issuance or transfer of Shares to an Participant, or to his
legal representative, heir, legatee, distributee, or assign in accordance with
the provisions of this Plan or the applicable Award, shall, to the extent
thereof, be in full satisfaction of all claims of such persons under the Plan.
The Committee may require any Participant, legal representative, heir, legatee
or distributee as a condition precedent to such payment or issuance or transfer
of Shares, to execute a release and receipt for such payment or issuance or
transfer of Shares in such form as it shall determine.

         (e) Neither the Committee nor the Company or a Subsidiary guarantees
Shares from loss or depreciation.

         (f) All expenses incident to the administration, termination, or
protection of this Plan or any Option, including, but not limited to, legal and
accounting fees, shall be paid by the Company; provided, however, the Company
may recover any and all damages, fees, expenses and costs arising out of any
actions taken by the Company to enforce its rights under this Plan or any Award.

         (g) Records of the Company shall be conclusive for all purposes under
this Plan or any Award, unless determined by the Committee or the Board to be
incorrect.


                                       12
<PAGE>   13

         (h) The Company or a Subsidiary shall, upon request or as may be
specifically required under this Plan or any Option, furnish or cause to be
furnished all of the information or documentation that is necessary or required
by the Committee to perform its duties and functions under this Plan or any
Option.

         (i) The Company and its Subsidiaries do not assume liability to any
Participant or his legal representatives, heirs, legatees or distributees for
any act of, or failure to act on the part of, the Company, its Subsidiaries, the
Committee or the Board.

         (j) Any action required of the Company or the Committee relating to
this Plan or any Award shall be by resolution of the Company or Committee,
respectively, or by a person authorized to act by resolution of the Company or
Committee, respectively.

         (k) If any provision of this Plan or any Award is held to be illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of this Plan or any Award, but such provision shall be
fully severable, and the Plan or Award, as applicable, shall be construed and
enforced as if the illegal or invalid provision had never been included in the
Plan or Award, as applicable.

         (l) Whenever any notice is required or permitted under this Plan, such
notice must be in writing and personally delivered or sent by mail or delivery
by a nationally recognized courier service. Any notice required or permitted to
be delivered under an Award shall be deemed to be delivered on the date on which
it is personally delivered, or, if mailed, whether actually received or not, on
the third Business Day after it is deposited in the United States mail,
certified or registered, postage prepaid, addressed to the person who is to
receive it at the address that such person has previously specified by written
notice delivered in accordance with this Section 13(l) or, if by courier,
seventy-two (72) hours after it is sent, addressed as described in this Section
13(l). The Company or the Participant may change, at any time and from time to
time, by written notice to the other, the address that it or he had previously
specified for receiving notices. Until changed in accordance with this Plan, the
Company and the Participant shall specify as its and his address for receiving
notices the address set forth in the Award pertaining to the Shares to which
such notice relates.

         (m) Any person entitled to notice under this Plan may waive such
notice.

         (n) The titles and headings of Sections are included for convenience of
reference only and are not to be considered in construction of this Plan's
provisions.

         (o) All questions arising with respect to the provisions of this Plan
shall be determined by application of the laws of the State of Texas except to
the extent Texas law is validly preempted. The obligation of the Company to sell
and deliver Shares under this Plan is subject to applicable laws and to the
approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Shares. The Committee is
authorized to establish dispute resolution procedures, methods, and venue in its
discretion.


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<PAGE>   14

         (p) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Plan dictates, the plural shall be
read as the singular and the singular as the plural.

         (q) The Company shall be entitled to recover from a Participant
reasonable attorneys' fees incurred in connection with the enforcement of the
terms and provisions of the Plan and any agreement governing any Award, whether
by an action to enforce specific performance, or an action for damages for its
breach or otherwise.

         (r) A Participant may not derive any rights to any awards or grants
under this Plan from the fact that awards or grants have been given to others,
even if such persons are in comparable situations. Every Award made herein is
voluntary and at the sole discretion of the Company, and does not, even in the
case of repeated payments, give rise to any future claims.

         SECTION 13. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board may
from time to time amend, suspend or terminate the Plan or any Award; provided,
however, that no such amendment may alter any provision of the Plan or any Award
without compliance with any applicable shareholder approval requirements
promulgated under the Internal Revenue Code, if applicable, or by any stock
exchange or market on which the Common Stock of the Company is listed for
trading; and provided, further, that, except to the extent provided in Section
8, no amendment or suspension of the Plan or any Award issued hereunder shall,
except as specifically permitted in any Award, substantially impair any Award
previously granted to any Participant without the consent of such Participant.

         SECTION 14. EFFECTIVE DATE AND TERMINATION DATE. The effective date of
the Plan is the date set forth below, on which the date the Board of the Company
adopted this Plan. The Plan shall terminate on the tenth anniversary of the
effective date.


                                                       THE CONCOURS GROUP, INC.



                                                       -------------------------
                                                       Ron Christman, President


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