<PAGE>   1
                                                                    EXHIBIT 10.1



                  STOCK PURCHASE AND DEBT CONVERSION AGREEMENT


         This Stock Purchase and Sale Agreement (this "AGREEMENT") is executed
effective as of February 1, 2000 (the "EFFECTIVE DATE"), by and among The
Concours Group, Inc., a Delaware corporation (the "COMPANY"), Dr. Ron Christman,
solely in his capacity as Trustee of that certain Voting Trust Agreement
effective as of February 5, 1997 (the "Trustee"), Tallard B.V., a Netherlands
company ("TALLARD"), Infologix (BVI) Limited, a British Virgin Islands company
("INFOLOGIX").

                                 R E C I T A L S

         1. Lingfield A.B., a Swedish company ("LINGFIELD"), and Tallard are
related parties. Lingfield and the Company were parties to that certain Loan
Agreement, dated as of March 5, 1999, as amended July 16, 1999 and August 23,
1999 (the "LOAN AGREEMENT"), whereby Lingfield agreed to loan to the Company up
to Four Million United States Dollars ($4,000,000 USD), as evidenced by four
notes convertible into shares of the common stock, $0.01 par value per share
(the "COMMON STOCK") of the Company (the "NOTES").

         2. Lingfield, Tallard and the Company were parties to that certain
Registration Rights Agreement, dated as of February 5, 1997, as amended March 5,
1999 and February 1, 2000 (the "REGISTRATION RIGHTS AGREEMENT"), whereby the
Company agreed, upon the occurrence of certain events and under certain
conditions, to effect the registration of certain registerable shares.

         3. Lingfield and the Company were parties to that certain Security
Agreement, dated as of March 10, 1999 (the "SECURITY AGREEMENT"), whereby the
Company granted to Lingfield a security interest in certain property of the
Company to secure the indebtedness of the Company to Lingfield under the Loan
Agreement.

         4. Lingfield, Tallard, the trustee and his successors in trust of that
certain Voting Agreement dated February 5, 1997, and the Company are parties to
that certain Voting Agreement, dated as of February 5, 1997, as amended March 5,
1999 (the "VOTING AGREEMENT"), whereby the trustee agreed to vote all shares of
Common Stock which he is authorized to vote for the election of the "Tallard
Directors" (as defined in the Voting Agreement), and Tallard and Lingfield
agreed to vote all shares of Common Stock which they are authorized to vote for
the election of the "Trustee Directors" (as defined in the Voting Agreement) to
the Company's Board of Directors.

         5. Lingfield and Infologix are parties to that that certain Agreement
Regarding the Transfer of a Receivable ("TRANSFER AGREEMENT"), dated as of
February 1, 2000, whereby Lingfield assigned and transferred to Infologix, and
Infologix accepted such assignment and transfer of, the Notes issued under the
Loan Agreement.


<PAGE>   2

         6. Lingfield and Infologix are parties to that certain Assignment and
Assumption Agreement, dated as of February 1, 2000, (the "ASSIGNMENT
AGREEMENT"), whereby Lingfield agreed to assign to Infologix and Infologix
accepted such assignment, of all rights and obligations of Lingfield under the
Loan Agreement, the Registration Rights Agreement, the Security Agreement, and
the Voting Agreement.

         7. Infologix desires to purchase from the Company, and the Company has
agreed to sell to Infologix, seven hundred fifty thousand (750,000) shares of
the Common Stock of the Company, conditioned upon the simultaneous conversion of
the Notes by Infologix into eight hundred thousand (800,000) shares of the
Company's Common Stock plus additional shares of the Company's Common Stock in
payment of accrued but unpaid interest on the Notes.

         8. Tallard, as the holder of one million eight hundred ten thousand
(1,810,000) shares of Series A Convertible Preferred Stock, $0.01 par value per
share (the "SERIES A STOCK") of the Company, has certain preemptive rights to
acquire equity securities proposed to be issued by the Company. In addition,
Section 5 of that certain Certificate of Designation of the Powers, Rights and
Preferences of the Series A Convertible Preferred Stock of the Company (the
"DESIGNATION") provides for the adjustment of the conversion price of the Series
A Stock effective upon the sale of Common Stock by the Company if the sale is at
a price per share which is less than the conversion price then in effect.
Tallard agrees to waive any and all preemptive rights with respect to all shares
of Common Stock and warrants issued pursuant to this Agreement and acknowledges
that this issuance does not create any reduction or other change in the
conversion price of the Series A Stock under Section 5 of the Designation.

         9. Tallard, pursuant to the Loan Agreement, under certain conditions
had certain rights to receive stock options under similar terms and conditions
as those granted by the Company to designated optionees under the 1999 Employee
Stock Option Plan. Tallard and the Company have agreed that, in consideration
for Tallard's waiver of all rights to any options under the terms of the Loan
Agreement, the Company will issue to Tallard warrants to purchase fifty thousand
(50,000) shares of Common Stock of the Company.

         10. The parties hereto in connection with this sale and purchase and
debt conversion have agreed to amend various collateral agreements.

                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereafter stated, the Company, the Trustee, Tallard, and Infologix agree as
follows:

         1. Purchase of Stock by Infologix. Infologix agrees to purchase from
the Company, and the Company agrees to sell to Infologix, on the terms and
conditions set forth in this Agreement, 750,000 shares of Common Stock
("ADDITIONAL COMMON STOCK"); provided, however, that the Company's obligation to
sell the Additional Common Stock to Infologix is



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<PAGE>   3

conditioned upon Infologix's simultaneous conversion of the Notes. The terms and
conditions of the purchase and sale are as follows:

                  1.1 Purchase Price. The Purchase Price (herein so called) to
be paid by Infologix to the Company for the Additional Common Stock shall be an
aggregate amount of Six Million United States Dollars ($6,000,000 USD). Within
ten (10) days of the Effective Date of this Agreement, Infologix shall initiate
payment to the Company of Three Million United States Dollars ($3,000,000 USD)
of the Purchase Price by wire transfer in accordance with written instructions
provided by the Company. The remaining Three Million United States Dollars
($3,000,000 USD) of the Purchase Price shall be paid by Infologix to the Company
within thirty (30) days of the Effective Date of this Agreement (the "SECOND
PAYMENT"), by wire transfer in accordance with written instructions provided by
the Company. It is the expectation of the parties that the Purchase Price will
be used for working capital and general corporate purposes.

                  1.2 Conditions.

                           (a) Repayment of Loan, Cancellation of Guarantees,
Cancellation of Letter of Credit and Amendment to Investment Agreement. The
Company, Tallard, and Infologix agree that within seven (7) days after the
Second Payment, (i) the Company shall apply out of the Purchase Price One
Million United States Dollars ($1,000,000 USD) to repay the principal amount of
the loan plus accrued but unpaid interest through the repayment date under the
revolving credit facility made available to the Company by Bank One, Texas,
N.A.; (ii) the letter of credit issued by Citibank on behalf of Tallard for the
benefit of Bank One, Texas, N.A. shall be canceled or returned to Citibank;
(iii) the Company and Tallard shall cancel that certain Security and
Reimbursement Agreement dated April 1997 by and between the Company and Tallard;
(iv) the Company shall file with the Texas Secretary of State a termination of
that certain Financing Statement filed on March 11, 1997; and (v) the Investment
Agreement dated February 5, 1997, shall be amended to delete Sections 5.6, 5.7,
5.8, and 6, relating to guarantees of Tallard and the provision, use and
transfer of certain information. At the Closing, in addition to other documents
then executed, the parties shall execute such agreements or documents which may
be necessary to effectuate these several purposes.

                           (b) Conversion of Notes by Infologix. The Company and
Infologix agree that, effective as of the Closing (as defined in Section 3
hereof), the Notes shall be converted into eight hundred thousand (800,000)
shares of the Company's Common Stock on the basis of a value of Five United
States Dollars ($5.00 USD) per share (the "CONVERSION PRICE") plus five thousand
four hundred twenty-five (5,425) shares representing all accrued but unpaid
interest due under the Notes (collectively, the "CONVERTED SHARES"). The
Conversion Price set forth in this Agreement shall supercede and replace any
prior understanding or agreement regarding such conversion price, including
specifically that set out in the Notes. At the Closing, in addition to other
documents then executed, the parties shall execute such agreements or documents
as may be necessary to convert such Notes into shares of the Company's Common



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<PAGE>   4

Stock. The Notes, upon conversion into shares of Common Stock, shall be canceled
and returned to the Company at the time of the Second Payment.

         2. Tallard's Waiver of Rights under the Loan Agreement and the
Company's Issuance of Warrants to Tallard. Tallard hereby (i) waives any and all
rights to receive stock options and any rights related to the grant of options
under the 1999 Plan which Tallard may have in connection with the Loan Agreement
( "WAIVER"); (ii) acknowledges and agrees that the Company's grant of options
under the 1999 Plan does not create any obligation of the Company to grant
options to Tallard pursuant to the terms of the Loan Agreement
("ACKNOWLEDGMENT"); and (iii) releases any claim for action for rights to
options pursuant to the Loan Agreement that might be brought against the
Company, its directors, officers or agents in connection with the grant of
options under 1999 Plan ("RELEASE"). In exchange for Tallard's Waiver,
Acknowledgment and Release, the Company agrees to issue to Tallard warrants to
purchase fifty thousand (50,000) shares of Common Stock of the Company
exercisable until December 31, 2009, upon the payment to the Company of Five
United States Dollars ($5.00 USD) per share (the "WARRANTS").

         3. Time and Place of Closing. The Closing of the transaction
contemplated by this Agreement (the "Closing") shall take place effective as of
February 1, 2000. The parties agree that all Closing documents and funds may be
transmitted by fax, federal express and/or wire transfer. The date of actual
execution of this Agreement is referred to in this Agreement as the "CLOSING
DATE."

         4. Delivery. Upon receipt of the Second Payment, the Company shall
deliver to Infologix certificates representing the Additional Common Stock and
the Converted Shares and to Tallard a certificate representing the Warrants.

         5. Tallard's Waiver of Preemptive Rights with Respect to the Additional
Common Stock and Warrants. Tallard hereby waives any and all preemptive rights
or similar rights (including but not limited to any right to receive notice of
preemptive rights) Tallard may have in connection with the issuance of the
Additional Common Stock and Warrants under this Agreement. In addition, Tallard
acknowledges and agrees that the issuance of the Additional Common Stock and
Warrants under this Agreement does not create any reduction or other change in
the conversion price of the Series A Stock under Section 5 of the Designation.
Tallard also hereby releases any claim for action for preemptive rights or for
adjustment to the conversion price of the Series A Stock that might be brought
against the Company, its directors, officers or agents in connection with the
issuance of the Additional Common Stock and Warrants under this Agreement.

         6. Representations, Warranties and Covenants of the Company. The
Company represents, warrants and covenants to Tallard and/or Infologix, as the
case may be, that the following are true and correct as of the Effective Date
and will be true and correct as of the Closing Date:



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<PAGE>   5

                  6.1 Organization and Qualification. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the corporate authority to own, lease and
operate its property and assets and to carry on its business as it is now being
conducted, and is proposed to be conducted, and is duly qualified as a foreign
corporation to do business and is in good standing in Texas.

                  6.2 Articles and Bylaws. The Company has previously furnished
to Tallard copies of its Certificate of Incorporation, as amended, and Bylaws,
and said copies are true and complete and contain all amendments to date.

                  6.3 Subsidiaries. The Company's organizational structure is
depicted on that certain Exhibit A attached hereto and incorporated by reference
herein.

                  6.4 Authorization. Subject to obtaining any necessary
approvals or consents of the Board of Directors and/or stockholders of the
Company, if any, as contemplated by Section 10 below, all corporate action on
the part of the Company, its officers, directors, and stockholders necessary for
the authorization, execution and delivery of this Agreement and the
authorization, issuance and delivery of the Additional Common Stock, Warrants,
and Converted Shares (collectively, the "NEW SECURITIES" or, as the case may be,
as to Infologix, the Common Stock and Converted Shares, and as to Tallard, the
Warrants) has been taken, or prior to Closing will be taken, and this Agreement
constitutes a valid and legally binding obligation of the Company, enforceable
in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency or other laws relating to or affecting
creditors' rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding or action in law or
equity.)

                  6.5 Reservation. At any time during the period within which
the rights represented by the Warrants may be exercised, the Company will at all
time have authorized, and reserved for issuance or transfer upon the exercise of
the subscription rights evidenced by the Warrants, a sufficient number of shares
of its Common Stock to provide for the exercise of the rights represented by the
Warrants.

                  6.6      Capitalization and Valid Issuance of Stock.

                           (a) The authorized capital of the Company consists
prior to the Closing of ten million (10,000,000) shares of Common Stock, of
which three million one hundred forty-one thousand four hundred twenty-nine
(3,141,429) shares are issued and outstanding as of February 1, 2000, and five
million (5,000,000) shares of preferred stock, par value one cent ($0.01) per
share (the "PREFERRED STOCK"), of which one million eight hundred ten thousand
(1,810,000) shares are issued and outstanding as of February 1, 2000.



                                      -5-
<PAGE>   6



                           (b) Immediately prior to the Closing, no options,
warrants, rights (including conversion or preemptive rights) or agreements for
the purchase or acquisition from the Company of any shares of capital stock
shall be outstanding except for (i) outstanding options to purchase Common Stock
of the Company that have been granted pursuant to the Company's (a) 1997
Employee Stock Option Plan, (b) 1998 Employee Stock Option Plan, (c) 1998
European Equity Compensation Plan, (d) 1999 Employee Stock Option Plan, and (e)
2000 Senior Executive Performance Plan; and (ii) the Notes which, pursuant to
Section 1.2(b) of this Agreement, will be converted into shares of the Company's
Common Stock.

                           (c) The shares of Common Stock to be purchased by
Infologix, the shares to be issued to Infologix upon the conversion of the
Notes, and the shares to be issued upon exercise of the Warrants (the "Warrant
Shares"), when issued and delivered in accordance with the terms of this
Agreement and upon payment therefor, will be duly and validly authorized and
issued, fully paid and nonassessable and free from all U.S. federal or U.S.
state taxes, liens and charges with respect to the issue thereof. The shares of
Preferred Stock, including the Series A Stock, outstanding on the Effective Date
are all duly and validly authorized and issued, fully paid and nonassessable.

                  6.7 Conflicting Laws, Agreements and Charter Provisions.
Neither the execution nor delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (i) conflict with, or result in a breach
of the provisions of any agreement, or instrument (including its charter and
bylaws) to or by which the Company is bound; (ii) to the Company's knowledge,
violate any order, judgment, statute, law (including securities and blue sky
laws), rule or regulation to which the Company is or such transactions are
subject, or (iii) result in the creation of any lien or encumbrances upon any of
the properties or assets of the Company.

                  6.8 Legal Proceedings.

                           (a) Litigation. No action, suit, proceeding, or
investigation is pending or currently threatened against the Company, which
questions the validity of this Agreement or the right of the Company to enter
into it, or to consummate the transactions contemplated hereby, or which might
result, either individually or in the aggregate, in any material adverse changes
in the assets, condition, business or operating results of the Company, or any
change in the current equity ownership of the Company, nor to the Company's
knowledge is there any basis for the foregoing. The Company is not a party or
subject to the provisions of any order, writ, injunction, judgment or decree of
any court or government agency or instrumentality.

                           (b) Compliance With Law and Other Instruments. The
Company is not in violation of any provision of its Certificate of Incorporation
or, to its knowledge, of any law, ordinance, requirement, regulation, judgment,
injunction, award, decree or order specifically applicable to it, the violation
of which might materially and adversely affect its financial condition,
prospects, results of operations, assets or business taken as a whole. There is
not, under any material agreement or instrument to which the Company is a party,
any existing



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<PAGE>   7

default or event which with notice or lapse of time or both would constitute a
material default or create a material lien, charge or encumbrance on any assets
of the Company.

                  6.9 Registration Rights. Except for the Registration Rights
Agreement, the Company is not under any obligation to register under the
Securities Act of 1933, as amended (the "ACT"), the offer and sale of any of its
outstanding securities or its securities which may hereafter be issued.

         7. Representations and Warranties of Tallard and Infologix and
Restrictions on Transfer of the New Securities. Each of Tallard and Infologix
represents and warrants to the Company as to itself that as of the Effective
Date and as of the Closing Date, the following statements will be true and
correct.

                  7.1 Organization and Qualification. Tallard is a company, duly
organized, validly existing and in good standing under the laws of the
Netherlands. Infologix is a company, duly organized, validly existing and in
good standing under the laws of the British Virgin Islands. Tallard and
Infologix have the requisite power and authority to carry on business as now
conducted.

                  7.2 Authorization. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary action on the part of
Tallard and Infologix. Tallard and Infologix have the full right, power and
authority to enter into this Agreement and this Agreement constitutes the valid
and binding obligation of each of Tallard and Infologix enforceable in
accordance with its terms, except as may be limited by bankruptcy, insolvency or
other laws relating to or affecting creditors' rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding or action in law or equity).

                  7.3 Investment Representations.

                           (a) Each of Tallard and Infologix is an "accredited
investor" within the meaning of Regulation D under the Act and is acquiring New
Securities for its own account solely for investment, and not with a view to the
distribution or resale thereof. There are no contracts, agreements or
understandings with any persons or entities to sell, transfer or grant
participation in the New Securities, with the exception of the transfer
referenced in Section 11.

                           (b) Tallard and Infologix have received and examined
all the information and materials each considers necessary or appropriate to
decide whether to purchase the New Securities, and have had an opportunity to
ask questions of and receive answers from the Company respecting the provisions
of the offering of the New Securities. Tallard acknowledges that it has a
representative on the Board of Directors of the Company. Tallard and Infologix
acknowledge that they are related parties under common control, and that all
information obtained by Tallard as a result of Tallard's position on the Board
of Directors of the



                                      -7-
<PAGE>   8

Company or to which Tallard has access are deemed to be in the possession of or
accessible to Infologix.

                           (c) Each of Tallard and Infologix (i) has substantial
knowledge and experience in financial and business matters including without
limitation evaluating and investing in non-seasoned companies, (ii) is capable
of evaluating the merits of the prospective investment, (iii) is a sophisticated
investor and (iv) has the ability to bear the economic risks including the risk
of a total loss of its investment.

                           (d) Each of Tallard and Infologix understands that it
may not sell or otherwise dispose of the New Securities except in accordance
with the provisions of Section 7.4 hereof and understands that the New
Securities have not been registered under the Act and will be issued in reliance
on an exemption from the registration requirements thereof, and that the
certificates representing the New Securities may be the subject of a stop
transfer notice with the Company's stock transfer agent and such certificates
will contain the following legend, and any additions thereto required by
applicable state securities laws:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933 or any applicable state securities
         laws, and may not be offered for sale, sold or transferred in the
         absence of such registration or an opinion of counsel in form and
         substance satisfactory to The Concours Group, Inc. ("CONCOURS") to the
         effect that such registration is not required. Transfer of these shares
         is further restricted by the terms of the Stock Purchase and Debt
         Conversion Agreement among Concours and certain stockholders, dated as
         of February 1, 2000, and the Buy-Sell Agreement, among the Concours and
         certain stockholders, dated as of February 5, 1997, as amended. A copy
         of each of these agreements is on file at the offices of Concours."

Tallard and Infologix acknowledge that the Company is relying on Tallard's and
Infologix's representations and warranties contained herein for purposes of
determining compliance with the applicable federal and state securities laws.

                  7.4 Restrictions on Transfer. Except for sales, transfers, or
other dispositions pursuant to an effective registration statement under the
Act, Tallard and Infologix agree not to sell, transfer, or otherwise dispose of
any of the New Securities or the Warrant Shares unless prior to the sale,
transfer, or other disposition of any such shares: (i) Tallard or Infologix
delivers to the Company written notice of the proposed sale, transfer, or other
disposition, together with an opinion of counsel reasonably acceptable to the
Company to the effect that the proposed sale, transfer, or other disposition may
be effected without registration under the Act and qualification under any
applicable state securities laws then in effect, and, if requested by the
Company, the written consent of the transferee of such shares to be bound by the
terms of this Agreement; or (ii) such sale, transfer, or other disposition is
the subject of a no-action letter issued by the Staff of the Securities and
Exchange Commission permitting such sale or



                                      -8-
<PAGE>   9

disposition. Tallard and Infologix acknowledge that there is no currently
available exemption under Rule 144 promulgated under the Act for sales of
capital stock of the Company.

         7.5 Beneficial Ownership. Lingfield's transfer and assignment to
Infologix of all its rights and obligations under the Loan Agreement, the Notes,
the Registration Rights Agreement, the Security Agreement, and the Voting
Agreement was a transfer and assignment to an affiliated or related party of
Lingfield and did not result in a change in the beneficial ownership of the
Notes.

         8. Amendment to Voting Agreement. The parties agree that the New
Securities and the Warrant Shares shall be included among the "Tallard Shares",
as that term is defined in that certain Voting Agreement effective as of
February 5, 1997 by and between Tallard and the Trustee and his
successors-in-trust as Trustee, as amended March 5, 1999, and shall be subject
to the terms and provisions of the Voting Agreement just as if the New
Securities were originally included among the Tallard Shares. At the Closing, in
addition to other documents then executed, Tallard and the Trustee shall execute
such agreements or documents as may be necessary to modify the Voting Agreement
for such purpose.

         9. Amendment to Registration Rights Agreement. The parties agree that
the New Securities and the Warrant Shares shall be included among the "Shares",
as that term is defined in that certain Registration Rights Agreement entered
into as of February 5, 1997, between the Company and Tallard, as amended March
5, 1999, and shall be subject to the benefits of the Registration Rights
Agreement, just as if the New Securities and the Warrant Shares were originally
included among the Shares. At the Closing, in addition to other documents then
executed, the Company and Tallard shall execute such agreements or documents
which may be necessary to amend the Registration Rights Agreement for such
purpose.

         10. Board and Stockholders Approval. The obligations of the Company and
the Trustee under this Agreement shall be subject to any necessary approvals or
consents by the Board of Directors and/or stockholders of the Company of the
terms and conditions of this Agreement. Any necessary approvals or consents by
the Board of Directors and/or stockholders, as the case may be, shall be
obtained within ten (10) days of the Effective Date of this Agreement ("APPROVAL
DATE"). In the event that prior to the Approval Date, the Board of Directors
and/or the stockholders, as the case may be, of the Company do not provide all
necessary approvals or consents of the obligations of the Company under this
Agreement, then this Agreement shall automatically terminate and be of no force
or effect.

         11. Further Assurances and Intentions of the Parties. The parties
hereto acknowledge that the certificate representing the Warrants (the "WARRANT
CERTIFICATE") has not yet been drafted and agree that the Warrant Certificate
shall be drafted substantially similar to the terms and conditions as provided
herein and under the stock options granted pursuant to the Company's 1999
Employee Stock Option Plan. The parties hereto agree that Tallard may transfer
(i) the Warrants or the Warrant Shares, as the case may be, and (ii) its shares
of Series A Stock and



                                      -9-
<PAGE>   10

Common Stock of the Company to Infologix (collectively, the "TRANSFERS"),
subject to any necessary approvals or consents. The parties further acknowledge
and agree to cooperate with each other and use reasonable efforts to effectuate
the Transfers.

         12.      Miscellaneous.

                  12.1 Notices. Any notice or other communication required or
permitted hereunder shall be in written and shall be sent by registered or
certified mail, return receipt requested, or facsimile, or by overnight courier,
delivered against receipt to the party to whom it is to be given at the address
of such party as set forth below, or to such other address as the party shall
have furnished in writing to all parties in accordance with the provisions of
this Section 12.1, and shall be deemed properly given, (a) in the case of
registered or certified mail, five business days after deposit in the United
States mail, (b) in the case of facsimile, upon receipt of a confirmation
notice, and (c) in the case of an overnight courier, on such courier's
guaranteed delivery date, except for a notice changing a party's address which
shall be deemed given only at the time of receipt thereof by each party affected
thereby, and in the case of facsimile, on the day following the date of
transmission:

                  If to the Company:

                           The Concours Group, Inc.
                           3 Kingwood Place
                           800 Rockmead Drive, Suite 151
                           Kingwood, TX  77339
                           Attn:  Dr. Ron Christman
                           Fax:   (281) 359-3443


                  With a copy to:

                           Jenkens & Gilchrist
                           A Professional Corporation
                           1100 Louisiana, Suite 1800
                           Houston, Texas 77002
                           Attn:  Andrius Kontrimas
                           Fax:   (713) 951-3314

                  If to Tallard:

                           Tallard, B.V.
                           Alexander Battalaan 40
                           6221 CE Maastricht
                           The Netherlands
                           Fax: 011 31 43 325 5043



                                      -10-
<PAGE>   11

                  With a copy to:

                           Vinge Law Firm
                           Nils Ericsonsgatan 17
                           Box 11025
                           40421 Goteborg
                           Sweden
                           Attn:  Bjorn Aschan
                           Fax: 011 46 31 158 811

                  If to Infologix:

                           Infologix (BVI) Limited
                           c/o Insinger Trust (BVI) Limited
                           P. O. Box 438 Tropic Isle Building
                           Wickhams Cay Road Town
                           Tortola
                           British Virgin Islands
                           Fax: +1 284 494 2704

                  With a copy to:

                           Vinge Law Firm
                           Nils Ericsonsgatan 17
                           Box 11025
                           40421 Goteborg
                           Sweden
                           Attn: Bjorn Aschan
                           Fax: 011 46 31 158 811

                  12.2 Binding Effect. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and the successors
and assigns of the Company, Tallard, and Infologix.

                  12.3 No Third Party Beneficiaries. This Agreement does not
create and shall not be construed as creating any rights enforceable by any
person not a party to this Agreement.

                  12.4 Severability. If any provisions of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal or unenforceable,
that shall, in no way, affect the validity or enforceability of any other
provision of this Agreement and that provision shall be deemed modified to the
minimum extent necessary to render it valid, legal and enforceable while
accomplishing the intent of such provision as nearly as practicable.



                                      -11-
<PAGE>   12

                  12.5 Construction. The parties have participated jointly in
the negotiation and drafting of this Agreement and agree that no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement. The headings of this
Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement. Pronouns shall be
deemed to include the singular, plural, masculine, feminine or neuter, as the
context requires. References to section numbers are to sections of this
Agreement unless otherwise indicated. All exhibits attached to this Agreement
are incorporated herein as if set forth in this Agreement in full.

                  12.6 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                  12.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the domestic law of the State of Texas without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Texas or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Texas.

                  12.8 Expenses. Each party shall pay its expenses relating to
the preparation, execution, delivery and performance of this Agreement and all
transactions contemplated hereby.

                  12.9 Entire Agreement. This Agreement sets forth the entire
understanding and agreement among the parties with respect to the subject matter
hereof and supersedes and replaces any prior understanding, agreement or
statement (written or oral).



                                      -12-
<PAGE>   13
         IN WITNESS WHEREOF, each of the parties hereto has executed, or has
caused this Agreement to be executed on its behalf by its duly authorized
officer, as of the day and year first above written.

                                    THE CONCOURS GROUP, INC.


                                    By:
                                        ----------------------------------------
                                        Dr. Ron Christman, its President


                                    TALLARD B.V., A NETHERLANDS COMPANY


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


                                    INFOLOGIX (BVI) LIMITED, A BRITISH VIRGIN
                                    ISLANDS COMPANY

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


                                    TRUSTEE OF THE VOTING TRUST

                                    -------------------------------------------

                                    Dr. Ron Christman, as Trustee