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                                                                    EXHIBIT 10.4


                         1997 EMPLOYEE STOCK OPTION PLAN
                                       FOR
                            THE CONCOURS GROUP, INC.


     SECTION 1. PURPOSE. This 1997 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.

          (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 1997 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 428,571 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) 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) 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.

          (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.


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          (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 of any Option
     shall be determined on the Date of Grant, based on the preceding January
     1st or July 1st, whichever is more recent (the "Exercise Price
     Determination Date"). The Exercise Price per Share shall be the greater of
     (i) $1.00 or (ii) ninety percent (90%) of (a) Annualized Gross Revenues (as
     defined herein) divided by (b) the number of shares of the Company's voting
     stock outstanding on the day preceding the Exercise Price Determination
     Date. Annualized Gross Revenues shall mean the gross revenues of the
     Company less reimbursable expenses charged by the Company as reflected on
     the Company's unaudited statement of income for the six-month period ending
     the day preceding the Exercise Price Determination Date, multiplied by two
     (2). Notwithstanding anything contained herein to the contrary, 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 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. Unless further limited by the Committee in any
     Option, the exercise price of any Shares purchased shall be paid solely in
     cash, by certified or cashier's check, by money order, by personal check or
     with Shares (but with Shares only if permitted by an Option agreement or
     otherwise permitted by the Committee in its sole discretion at the time of
     exercise) or by a combination of the above. If the exercise price is paid
     in whole or in part with Shares, the value of the Shares surrendered shall
     be their Fair Market Value on the date received by the Company.


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     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.

          (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 complete, 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.


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     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 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


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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 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.


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     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.

     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.

     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


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     (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 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 Committee or by a
     person authorized to act by resolution of the Committee.

          (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.


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          (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.

     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.


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     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.


ADOPTED BY THE BOARD:                                   ____________, 1997
EFFECTIVE DATE:                                         June 2, 1997



     Executed to evidence this Plan was adopted by the Board on ____________,
1997.

                                     THE CONCOURS GROUP, INC.


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


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