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                                                                    EXHIBIT 10.9


                   2000 INTERNATIONAL EQUITY COMPENSATION PLAN
                                       FOR
                            THE CONCOURS GROUP, INC.

     SECTION 1. PURPOSE. This 2000 International 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 international 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 2000 International 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 or postpone 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:

<TABLE>
<S>                                         <C>      <C>
Amount of Compensation to be Deferred       =        Number of Shares
-------------------------------------
Fair Market Value - Stock Option Price
</TABLE>

     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


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dividends issued with respect to the shares covered by a Restricted Stock Grant
shall be treated as 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


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any covenant not to compete, or employment contract, with the Company or any
Subsidiary, or (iii)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


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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 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.


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     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.


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<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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     (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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