Exhibit
10.13

EMPLOYMENT  AGREEMENT
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     This  Employment  Agreement  ("Agreement")  is  made and entered into by DA
CONSULTING GROUP, INC., a Texas corporation, formerly known as DA International,
Inc.  (hereinafter  the  "Company")  and  VIRGINIA  L. PIERPONT (hereinafter the
"Employee").

     In  consideration of the mutual promises set forth below and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  the parties
acknowledge,  the  Company  and  Employee  agree  as  follows:

     1.     EMPLOYMENT.  The  Company  employs  Employee  and  Employee  accepts
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employment  on  the  terms  and  conditions  set  forth  in  this  Agreement.

     2.     NATURE OF EMPLOYMENT.  Employee shall serve as Chairman of the Board
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of Directors.  As Chairman, Employee shall lead the Company's Board of Directors
(the "Board") in establishing the strategy and overall objectives of the Company
and  in  reviewing  the performance of the Company's management in pursuing such
strategy  and  achieving  such  objectives.  Employee  shall  abide  by  Company
policies,  procedures, and practices as they may exist and be in force from time
to  time.

     3.     COMPENSATION.
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          (a)     Salary.  Effective  4  April  2000 compensation for Employee's
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services  under  this  Agreement  initially  shall be One Hundred Fifty Thousand
Dollars  ($150,000)  per year, payable in equal monthly installments in arrears.
The  Employee's salary shall be reviewed annually by the Board (or the Committee
thereof  charged  with  establishing  executive  compensation,  hereinafter, the
"Committee")  by  January 1 of each year and may be increased in the Board's (or
such  Committee's)  discretion, provided that such salary for any year shall not
be  reduced  below  the  salary  for  the  immediately  preceding  year.

          (b)     Reimbursement  of  Expenses.  The  Company  shall  reimburse
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Employee  for  all expenses reasonably incurred by her on behalf of the Company.
In  addition,  the Company shall reimburse Employee for all expenses incurred by
her  for  her  membership  and  participation  in  professional  associations,
continuing  education,  and  maintenance  of  professional  licenses.

     4.     TERM  OF  EMPLOYMENT.  Employee  shall  serve at the pleasure of the
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Board.  Employee  may  resign  at  any  time upon 90 days notice, and Employee's
employment  under this Agreement may be terminated at any time in the discretion
of the Board, provided that the compensation and benefits described in Section 3
shall  continue  to be paid for 90 days following the Board's notice to Employee
of her termination of employment under this Agreement.  In the event of a change
of control taking place and  Employee's employment is terminated within 180 days
of  that  event  then the Employee will receive 180 days notice and  continue to
be  compensated  as  described  in  Section  3  for  that  duration.


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     5.     COVENANT  NOT  TO  COMPETE.  Employee acknowledges that by virtue of
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her  employment  relationship,  she  shall  have  access  to  and  control  of
confidential  and  proprietary information concerning the Company's business and
that the Company's business depends, to a considerable extent, on the individual
skills,  efforts,  and leadership of Employee.  Accordingly and in consideration
of  the  Company's  commitments  to  Employee  under  this  Agreement,  Employee
expressly  covenants  and  agrees that during the term of this Agreement and for
eighteen  (18)  months  following the termination of her employment (unless such
termination is by the Company without Cause or by the Employee for Good Reason),
Employee  will  not,  without  the  prior  written  consent  of  Company:

          (a)     on  Employee's own or another's behalf, whether as an officer,
director,  stockholder,  partner,  associate,  owner,  employee,  consultant  or
otherwise,  directly  or  indirectly:

               (i)     solicit  or do business which is the same, similar to, or
     otherwise  in competition with the business engaged in by the Company, from
     or  with  persons  or entities who are clients or customers of the Company,
     who  were  clients  or customers of the Company at any time during the last
     year  of Employee's employment with the Company, or to whom the Company had
     made  proposals for business at any time during the last year of Employee's
     employment  with  the  Company;  or

               (ii)     offer  employment  to,  or  otherwise  solicit  for
     employment,  any  employee  or  other  person  who had been employed by the
     Company  during  the  last  year of Employee's employment with the Company;

          (b)     be employed (or otherwise engaged) in a management capacity by
any  person  or  entity  that  directly  competes  with  the  Company.

     Employee  further acknowledges that the covenants contained in this Section
5  are  reasonably necessary to protect the legitimate business interests of the
Company  and  are  reasonable with respect to scope, time, and territory and are
described  with sufficient accuracy and definiteness to enable her to understand
the  scope of the restrictions imposed on her.  The terms and conditions of this
Section  5  shall  survive  expiration  or  termination  of  this  Agreement  or
Employee's employment and shall not be affected by any change or modification of
this  Agreement  unless  specific  reference  is  made  to  this  Section  5.

     It  is agreed that ownership, directly or indirectly, of not more than five
percent (5%) of the issued and outstanding stock of a corporation, the shares of
which  are  regularly  traded  on  a  national  securities  exchange  or  in the
over-the-counter  market, shall not be deemed to be in violation of this Section
5.


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     6.     REMEDIES.  Employee agrees that her breach or violation of Section 5
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(Covenant  Not to Compete), will result in immediate and irreparable harm to the
Company for which legal remedies would be inadequate.  Therefore, in addition to
any  legal or other relief to which the Company may be entitled, the Company may
seek  legal  and equitable relief, including but not limited to, preliminary and
permanent  injunctive  relief.

     7.     EMPLOYEE  REPRESENTATION.  Employee represents and warrants that her
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employment  and  obligations  under  this  Agreement will not breach any duty or
obligation  she  owes  to  another  person  or  entity.

     8.     COMPANY REPRESENTATION.  Company represents and warrants that it has
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no  obligation  which  would  prohibit  it  from entering into this Agreement or
complying  with  its provisions and that it has the authority to enter into this
Agreement.

     9.     WAIVER  OF BREACH.  The Company's or Employee's waiver of any breach
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of  a  provision  of this Agreement shall not waive any subsequent breach by the
other  party.

     10.     ENTIRE AGREEMENT. This Agreement including any schedule, exhibit or
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attachment hereto:  (i) supersedes all other understandings and agreements, oral
or  written,  between  the  parties  with  respect to the subject matter of this
Agreement  including  any  schedule,  exhibit  or  attachment  hereto;  and (ii)
constitutes  the sole agreement between the parties with respect to this subject
matter.  Each  party  acknowledges  that:  (i)  no representations, inducements,
promises  or  agreements,  oral  or  written,  have been made by any party or by
anyone  acting  on behalf of any party, which are not embodied in this Agreement
including  any  schedule,  exhibit  or attachment hereto; and (ii) no agreement,
statement  or promise not contained in this Agreement shall be valid.  No change
or  modification  of  this Agreement shall be valid  or binding upon the parties
unless  such  change or modification is in writing and is signed by the parties.

     11.     SEVERABILITY.  If  a court of competent jurisdiction holds that any
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provision or sub-part thereof contained in this Agreement is invalid, illegal or
unenforceable,  that invalidity, illegality or unenforceability shall not affect
any  other provision in this Agreement.  Additionally, if any of the provisions,
clauses or phrases in Section 5 (Covenant Not to Compete) are held unenforceable
by  a  court  of  competent  jurisdiction,  then the parties desire that they be
"blue-penciled" or rewritten by the court to the extent necessary to render them
enforceable.


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     12.     PARTIES  BOUND.  The  terms,  provisions,  covenants and agreements
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contained  in  this  Agreement  shall apply to, be binding upon and inure to the
benefit  of  the  Company's  successors and assigns; however the Company may not
assign  this  Agreement  without  the  Employee's  prior  written  consent.

     13.     GOVERNING  LAW.  This  Agreement  and  the  employment relationship
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created  by  it  shall  be  governed  by  Texas  law.


IN  WITNESS WHEREOF, the parties have entered into this Agreement on the day and
year  written  below.


                     /s/  Virginia  L.  Pierpont
                     Virginia  L.  Pierpont                   Date 12 October 00


                     DA  CONSULTING  GROUP,  INC.


                     By:  /s/  Robert Bolton VP HR for DACG    Date 4 April 2000



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