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                                                                    EXHIBIT 10.7

                         2000 EMPLOYEE STOCK OPTION PLAN
                                       FOR
                            THE CONCOURS GROUP, INC.


         SECTION 1. PURPOSE. This 2000 Employee Stock Option 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, 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.

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

                  (a) "ACT" shall mean the Securities Exchange Act of 1934, as
         amended.

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

                  (c) "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.

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

                  (e) "COMMITTEE" shall mean the Compensation Committee of the
         Board or other committee, if any, appointed by the Board pursuant to
         Section 13 hereof, and in the absence any appointment, the Board shall
         be the Committee.

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

                  (g) "COMPANY" shall mean The Concours Group, Inc.

                  (h) "DATE OF GRANT" shall mean the date on which an Option is
         granted to an Eligible Person pursuant to Section 4 hereof.

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

                  (j) "ELIGIBLE PERSON(S)" shall mean those persons who are (i)
         under written contract (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 any Subsidiary.

                  (k) "EMPLOYEE(S)" shall mean those persons who are employees
         of the Company or who are employees of any Subsidiary.


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                  (l) "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 Exercise Price, as set forth in Section 5
         hereof, unless the Board determines, by any fair and reasonable means
         prescribed by the Board, a value other than the Exercise Price.

                  (m) "INCENTIVE STOCK OPTION" shall mean an option that is an
         incentive stock option as defined in Section 422 of the Internal
         Revenue Code.

                  (n) "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.

                  (o) "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.

                  (p) "OPTION" (when capitalized) shall mean any option granted
         under this Plan.

                  (q) "OPTIONEE" shall mean a person to whom an Option is
         granted under this Plan or any successor to the rights of such person.

                  (r) "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.

                  (s) "PLAN" shall mean this 2000 Employee Stock Option Plan for
         The Concours Group, Inc.

                  (t) "SHARE(S)" shall mean a share or shares of the Common
         Stock.

                  (u) "SUBSIDIARY" shall mean any corporation (other than the
         Company) in any unbroken chain of corporations beginning with the
         Company if, at the time of the granting of the Option, 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.


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                  SECTION 3. SHARES AND OPTIONS.

                  (a) The Company may grant to Eligible Persons from time to
         time Options to purchase an aggregate of up to 1,000,000 Shares from
         Shares held in the Company's treasury or from authorized and unissued
         Shares. If any Option granted under the Plan shall terminate, expire,
         or be canceled or surrendered as to any Shares, new Options may
         thereafter be granted covering such Shares. An Option granted hereunder
         shall be either an Incentive Stock Option or a Nonqualified Stock
         Option as determined by the Committee at the Date of Grant of such
         Option and shall clearly state whether it is an Incentive Stock Option
         or a Nonqualified Stock Option. Incentive Stock Options may only be
         granted to persons who are Employees.

                  (b) Subject to Section 12, the aggregate Fair Market Value
         (determined at the Date of Grant of the Option) of the Shares with
         respect to which any Incentive Stock Option is exercisable for the
         first time by an Optionee during any calendar year under the Plan and
         all such plans of the Company and any parent and subsidiary of the
         Company (as defined in Section 424 of the Code) shall not exceed
         $100,000.

                  (c) Subject to the provisions of the Plan, the Committee may
         grant Options to such Eligible Persons as the Committee in its sole
         discretion determines are eligible to receive such grants in accordance
         with Section 4 below. Notwithstanding any provision herein to the
         contrary, there shall be no grant of Options in excess of 100,000
         Shares to any one individual in any one year.

                  SECTION 4. CONDITIONS FOR GRANT OF OPTIONS.

                  (a) 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. Optionees 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.

                  (b) 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 or the continued employment of the Optionee for a specified
         period of time, provided that such terms and conditions are not more
         favorable to an Optionee than those expressly permitted herein.


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                  (c) 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.

                  (d) 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
         Exchange Act.

                  SECTION 5. EXERCISE PRICE. The Exercise Price per Share shall
         be determined by the Compensation Committee at the time of grant.
         Notwithstanding anything contained herein to the contrary but subject
         to Section 11 below, the Exercise Price of any Incentive Stock Option
         shall not be less than one hundred percent (100%) of the Fair Market
         Value per Share on the Date of Grant.

                  SECTION 6. EXERCISE OF OPTIONS.

                  (a) An Option shall be exercisable in installments as follows;
         provided, however, no Option shall be exercisable prior to the first
         anniversary date of the Date of Grant (hereinafter, "Anniversary
         Date"). An Option may be exercised as to twenty-five percent (25%) of
         the Shares covered by the Option beginning on the first Anniversary
         Date; thereafter, an additional twenty-five percent (25%) of the Shares
         subject to the Option 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 or
         postpone the date on which any Option may be exercised. In no event
         shall an Option be exercisable after the expiration of ten (10) years
         from the Date of Grant.

                  (b) 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 Optionee'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 in accordance with applicable
         federal or state income tax withholding requirements.

                  (c) 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:

                      (i) 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;

                      (ii) If approved by the Committee in its sole discretion,
                  by delivery of Shares already owned by the Optionee, which
                  Shares have an aggregate value of the Fair Market Value, as
                  determined by the Committee in its sole discretion at the time


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                  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

                      (iii) If approved by the Committee in its sole discretion,
                  by delivery to the Company of an exercise notice that requests
                  the Company to issue to the Optionee 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 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 Optionee 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 Optionee 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 Optionee 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.)

                  SECTION 7. TERMINATION OF OPTION PERIOD.

                  (a) Unless otherwise provided in any Option or as determined
         by the Committee upon the occurrence of the stated event, the
         unexercised portion of an Option shall automatically and without notice
         terminate and become null and void at the time of the earliest to occur
         of the following, to the extent such Option was not exercisable at such
         time: (i) the death of the Optionee, (ii) the total and permanent
         "disability" (as defined in Section 22(e)(3) of the Code) of the
         Optionee, (iii) the date on which the Optionee ceases to be employed by
         the Company or a Subsidiary or ceases to be a Consultant to the Company
         or a Subsidiary, as the case may be, regardless of the reason therefor,
         or (iv) with respect to an Option held by a person who is a member of
         the Board of Directors of the Company or a Subsidiary but who is not
         also an Employee or Consultant (regardless of whether or not such
         person was an Employee or Consultant at the time of grant), the date on
         which the Optionee ceases to be a member of such Board of Directors.

                  (b) Unless otherwise provided in any Option or as determined
         by the Committee upon the occurrence of the stated event, the
         unexercised portion of an Option shall automatically and without notice
         terminate and become null and void ninety (90) days after the earliest
         to occur of the following, to the extent such Option was exercisable on
         the date of the following: (i) the death of the Optionee, (ii) the
         total and permanent "disability" (as defined in Section 22(e)(3) of the
         Code) of the Optionee, (iii) the date on which the Optionee ceases to
         be employed by the Company or a Subsidiary or ceases to be a Consultant
         to the Company or a Subsidiary, as the case may be, regardless of the
         reason therefor, or (iv) with respect to an Option held by a person who
         is a member of the Board of Directors of the Company or a Subsidiary
         but who is not also an Employee or Consultant (regardless of whether or
         not such person was an Employee or Consultant at the time of grant),
         the date on which the Optionee ceases to be a member of such Board of
         Directors. In no event, however, shall the ninety (90) day period
         described in this Section 7(b) extend beyond the exercise period stated
         on the Option.

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                  (c) In the event of the death of the Optionee, Options held by
         such Optionee may be exercised by the Optionee's legal
         representative(s), but only to the extent that such Options would
         otherwise have been exercisable by the Optionee.

                  (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 Optionee 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) engage in conduct that would warrant the Optionee's discharge
         for cause (excluding general dissatisfaction with the performance of
         the Optionee'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 Optionee
         shall immediately terminate and be void.

                  SECTION 8. ADJUSTMENT OF SHARES.

                  (a) If at any time while the Plan is in effect or unexercised
         Options 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:

                      (i) appropriate adjustment shall be made in the maximum
                  number of Shares then subject to being optioned under the
                  Plan, so that the same proportion of the Company's issued and
                  outstanding Shares shall continue to be subject to being so
                  optioned; and

                      (ii) appropriate adjustment shall be made in the number of
                  Shares and the exercise price per Share thereof then subject
                  to outstanding Options, so that the same proportion of the
                  Company's issued and outstanding Shares shall remain subject
                  to purchase at the same aggregate exercise price.

                  (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

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         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 Options 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. TRANSFERABILITY OF OPTIONS. Each Incentive Stock Option
shall provide that such Incentive Stock Option shall not be transferrable by the
Optionee otherwise than by will or the laws of descent and distribution and that
so long as an Optionee lives, only such Optionee or his guardian or legal
representative shall have the right to exercise such Incentive Stock Option. The
Committee, in its sole discretion, may provide in the agreement governing any
Nonqualified Stock Option that such Nonqualified Stock Option shall be
transferable and, if so, the extent to which such Nonqualified Stock Option is
transferable.

         SECTION 10. 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 of the
Shares subject to an Option unless and until certificates representing such
Shares shall have been issued and delivered to such person. As a condition of
any 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
Option or any law or regulation including, but not limited to, the following:

                  (a) A representation, warranty or agreement by the Optionee 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 11. OPTIONS FOR 10% SHAREHOLDER. Notwithstanding any other
provisions of the Plan to the contrary, an Incentive Stock Option shall not be
granted to any person owning directly (or indirectly through attribution under
Section 424(d) of the Code) at the Date of Grant, stock possessing more than 10%
of the total combined voting power of all classes of stock of the Company (or of
its parent or subsidiary [as defined in Section 424 of the Internal Revenue
Code] at the Date of Grant) unless the exercise price of such Incentive Stock
Option is at least 110% of the Fair Market Value of the Shares subject to such
Incentive Stock Option on the Date of Grant, and the period


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during which the Incentive Stock Option may be exercised does not exceed five
(5) years from the Date of Grant.

         SECTION 12. NONQUALIFIED STOCK OPTIONS. Nonqualified Stock Options may
be granted hereunder and shall be subject to all terms and provisions hereof
except that each such Nonqualified Stock Option (i) must be clearly designated
as a Nonqualified Stock Option; (ii) may be granted for Shares in excess of the
limits contained in Section 3(b) of this Plan; and (iii) shall not be subject to
Section 11 of this Plan. If both Incentive Stock Options and Nonqualified Stock
Options are granted to an Optionee, the right to exercise, to the full extent
thereof, Options of either type shall not be contingent in whole or in part upon
the exercise of, or failure to exercise, Options of the other type.

         SECTION 13. 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,
         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, 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 Option; (ii) to construe
         the terms of this Plan or any Option; (iii) as provided in Section
         8(a), upon certain events to make appropriate adjustments to the
         exercise price and number of Shares subject to this Plan and Option;
         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 13(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.

         SECTION 14. GOVERNMENT REGULATIONS. This Plan, Options and the
obligations of the Company to sell and deliver Shares under any Options, 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.


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         SECTION 15. MISCELLANEOUS.

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

                  (b) The grant of an Option shall be in addition to any other
         compensation paid to the Optionee or other stock option plans of the
         Company or other benefits with respect to the Optionee's position with
         or relationship to the Company or its Subsidiaries. The grant of an
         Option shall not confer upon the Optionee the right to continue as an
         Employee or Consultant, or interfere in any way with the rights of the
         Company 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 Option, 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 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 Optionee, or to
         his legal representative, heir, legatee, distributee, or assign in
         accordance with the provisions of this Plan or the applicable Option,
         shall, to the extent thereof, be in full satisfaction of all claims of
         such persons under the Plan. The Committee may require any Optionee,
         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 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 Option.

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

                  (h) The Company 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

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         that is necessary or required by the Committee to perform its duties
         and functions under this Plan or any Option.

                  (i) The Company assumes no liability to any Optionee or his
         legal representatives, heirs, legatees or distributees for any act of,
         or failure to act on the part of, the Company, the Committee or the
         Board.

                  (j) Any action required of the Company or the Committee
         relating to this Plan or any Option 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 Option 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 Option, but
         such provision shall be fully severable, and the Plan or Option, as
         applicable, shall be construed and enforced as if the illegal or
         invalid provision had never been included in the Plan or Option, 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 Option 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 15(l) or, if by
         courier, seventy-two (72) hours after it is sent, addressed as
         described in this Section 15(l). The Company or the Optionee 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 Optionee shall specify as its and his address for receiving notices
         the address set forth in the Option 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 preempted by federal law.
         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.

                  (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.


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

         SECTION 16. AMENDMENT AND DISCONTINUATION OF THE PLAN. The Board may
from time to time amend, suspend or terminate the Plan or any Option; provided,
however, that no such amendment may alter any provision of the Plan or any
Option 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
7, no amendment or suspension of the Plan or any Option issued hereunder shall,
except as specifically permitted in any Option, substantially impair any Option
previously granted to any Optionee without the consent of such Optionee.

         SECTION 17. 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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