Exhibit
10.11

                              AGREEMENT AND RELEASE
                              ---------------------

     THIS  AGREEMENT  AND  RELEASE  is  by  and  between  Eric  Fernette  ("Mr.
Fernette"), a resident of Tomball, Texas, and DA Consulting Group, Inc ("DACG"),
a  Texas  corporation, having its principal place of business in Houston, Texas.


                                   WINESSETH:
                                   ---------

     Mr.  Fernette,  at  various times, has been an employee and officer of DACG
and  certain of its affiliated and subsidiary companies or their predecessors or
successors  in  interest;

     Mr.  Fernette's  employment  with  DACG  and  any  of  its  affiliated  and
subsidiary  companies  will  terminate  effective  on  August  15,2000;

     Mr.  Fernette  and  DACG desire to avoid the expense, delay and uncertainty
attendant  to  any  disputes  or  claims  which  may  arise  from Mr. Fernette's
employment  with  and termination from his positions and employment with DACG or
any  of  its  parent,  sister,  affiliated  and  subsidiary  companies and their
predecessors  or  successors  in  interest  including  without  limitation  DA
International,  Inc.  (collectively,  the  "DACG  Companies");

     Mr.  Fernette  desires  to  release each of the DACG Parties, as defined in
this  Agreement  and  Release, individually and collectively, from all claims or
causes of action, if any, he may have arising from or relating to his employment
or  service  or  termination  from  DACG or any of the other DACG Companies; and

     Mr.  Fernette  and  DACG  desire  to  establish their respective rights and
obligations  for  the  future.

     Now,  therefore, for and in consideration of the following mutual covenants
and  promises,  and  for  other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  Mr. Fernette and DACG hereby
agree:

     1.     Separation.  Mr.  Fernette  has  separated  from  his  position  and
            ----------
employment  with  DACG  to  be  effective  on  August  15,  2000.  Mr.  Fernette
acknowledges and agrees that he has no authority to and will not act for DACG in
any  capacity  on  or  after  August  15,2000 and that DACG wilt pay his regular
salary  and  earned  vacation  to  the  effective  date  of this agreement, less
customary withholding for taxes and applicable deductions, and that such payment
will  be full satisfaction of all wages, incentive compensation, bonuses, or any
other  compensation  owed  him  by  any  DACG  Company.

     2.     Separation  Payment.  Provided that he complies fully with the terms
            -------------------
and conditions of this Agreement and Release, DACG agrees to pay to Mr. Fernette
$8,769.60  in  lieu  of  accrued unused vacation and $7,325.98 as full payout as
part  of  an  Executive  Deferred  Compensation  plan


<PAGE>
in  his  final  paycheck, plus $204,483.92 minus customary withholding for taxes
payable  in  24  installments  as  follows:  first  2  payments in the amount of
$17,686.83  and  the remaining 22 in equal payments of $ 7,686.83; which will be
paid  on  the  fifteenth and last day of each month beginning on August 31, 2000
and  ending  on  August  15,  2001.  DACG  reserves  the  right,  at anytime, to
accelerate  the payments due to Mr. Fernette by making a single lump sum payment
equal  to  the  total  of  the  installments  not  yet  paid  minus  appropriate
withholding  taxes. In addition, as agreed in Mr. Fernette's Employment Contract
dated January 1, 1998, section 5.c.ii, all outstanding stock options held by Mr.
Fernette  shall become fully vested and exercisable. Options will be exercisable
for  the  time  period  in  which  Mr.  Fernette continues to receive separation
payments  under  this  Agreement from DACG, with a minimum of three(3) months to
exercise  from  his  last  day  of employment (as per the Company's Stock Option
plan), but not beyond August 15,2001. The following options have been identified
to  be outstanding on the date of Mr. Fernette's separation from employment with
DACG:

       Number of Options    Price/Share (Strike Price)     Date of Grant
              25,200              $      6.55                 8/1/97
               4,200              $     14.50                2/11/98
              12,458              $     15.00                 2/5/99
               4,042              $     15.00                 2/5/99
              10,750              $      3.69                11/2/99
               5,750              $      3.44                 1/3/00
              10,000              $      3.44                 1/3/00

     In  addition,  due  to  reductions  in  force  which affected eligible plan
participants, the Company's 401(k) plan was partially terminated in March, 2000.
As  a result, eligible participants who were affected by a reduction in force or
certain  involuntary  terminations  without  cause,  received  full vesting. Mr.
Fernette's termination meets this criteria, therefore full vesting of his 401(k)
will  take  place  upon  his  last  day  of  employment.

     The  Company  and  Mr.  Fernette  agree  that  the  payments  and  other
considerations received under this Agreement will constitutes as full payment to
Mr.  Fernette  as  stated  in paragraph 5.(c), of his Employment Agreement dated
January  1,  1998  as  well  as  any monies associated with a Executive Deferral
Compensation  plan and any other special considerations provided to Mr. Fernette
under  this  Agreement.

     3.     Prior  Rights  and  Obligations.  Except  as  herein set forth, this
            -------------------------------
Agreement  and  Release  extinguishes all rights, if any, which Mr. Fernette may
have,  and  obligations,  if  any,  which  any  of  the DACG Companies may have,
contractual  or  otherwise,  relating  to  the  employment  or  termination  of
employment  of  Mr.  Fernette  with  DACG  or  any  of  the other DACG Companies
including  without  limitation  all  tights  or  benefits  he may have under any
employment  contract, incentive compensation plan, or stock option plan with any
DACG  Company.  However,  Mr.  Fernette  agrees  that  he  will


                                       -2-
<PAGE>
remain  bound  by the Covenant Not to Compete provisions of the January 31, 1998
employment agreement.

     4.     Expenses.  Mr. Fernette shall, within ten (10) days of his execution
            --------
of this Agreement, submit all actual, reasonable and customary expenses incurred
by  him in the course of his employment with proper documentation and DACG shall
reimburse  such  expenses  promptly.


     5.     Company  Assets. Mr. Fernette hereby represents and warrants that he
            ---------------
has  no claim or tight, title or interest in any property designated on any DACG
Companies'  books  as  property or assets of any of the DACG Companies. Promptly
after  the effective date of his resignation, Mr. Fernette shall deliver to DACG
any  such  property in his possession or control, including, without limitation,
any equipment and any credit cards furnished by DACG Companies for his use. DACG
has  agreed to allow Mr. Fernette to retain a laptop computer until December 31,
2000,  whereupon  Mr.  Fernette  will  return  the  computer  to  DACG.

     6.     Proprietary  and  Confidential  Information.  In accordance with Mr.
            -------------------------------------------
Fernette's  existing  and  continuing  obligations,  Mr.  Fernette  agrees  and
acknowledges  that  the  various  DACG Companies have developed and own valuable
"Proprietary and Confidential Information" which constitutes valuable and unique
property  including,  without  limitation,  concepts,  ideas, plans, strategies,
analyses,  surveys,  and proprietary information related to the past, present or
anticipated business of the various DACG Companies. Except as may be required by
law, Mr. Fernette agrees that he will not at any time disclose to others, permit
to  be  disclosed, use, permit to be used, copy or permit to be copied, any such
Proprietary  and  Confidential  Information  (whether  or  not  developed by Mr.
Fernette)  without  DACG's  prior  written consent. Except as may be required by
law,  Mr.  Fernette further agrees to maintain in confidence any Proprietary and
Confidential  Information of third parties received or of which he has knowledge
as  a  result  of  his  employment  with  DACG  or  any  DACG  Company.

     7.     Documents.  Mr.  Fernette agrees to deliver to DACG to the attention
            ---------
of  Susan  Stikeleather  all  correspondence, memoranda, notes, records, data or
information, analysis, or other documents and all copies thereof, made, composed
or received by Mr. Fernette, solely or jointly with others, and which are in Mr.
Fernette's possession, custody or control and which are related in any manner to
the  past,  present  or  anticipated  business  of  any  of  the DACG Companies.

     8.     Cooperation. Mr. Fernette shall cooperate with the DACG Companies to
            -----------
the  extent reasonably required in all matters relating to his employment or the
winding  up  of  his  pending work on behalf of any DACG Company and the orderly
transfer  of  any  such  pending  work as designated by DACG. This obligation of
cooperation  shall  continue  indefinitely  subject to Mr. Fernette's reasonable
availability  and  shall  include,  without  limitation,  assisting DACG and its
counsel  in  preparing  and  defending  against  any claims which may be brought
against  DACG  or  any  DACG  Company  or  responding  to  any  inquiry  by  any
governmental  agency  or  stock  exchange.  DACG's


                                       -3-
<PAGE>
requests  for  Mr.  Fernette's  cooperation as may be required from time to time
shall  be  reasonable  and  Mr.  Fernette  agrees that he shall be reasonable in
providing  such cooperation, taking into account the needs of the DACG Companies
and  the position he may have with another employer at the time such cooperation
is  required.  Mr.  Fernette shall take such further action and execute and such
further  documents  as  may  be  reasonably necessary or appropriate in order to
carry  out  the  provisions  and  purposes  of  this Agreement. In the event Mr.
Fernette  is  required  to  incur expenses in cooperating with any DACG Company,
DACG  shall  reimburse  such  actual,  reasonable  and customary expenses as are
approved  in  advance  in  writing.

     9.     DACG  Parties.  Mr.  Fernette  agrees that DACG, its parent, sister,
            -------------
affiliated and subsidiary companies, past and present, including but not limited
to  DA International, Inc., and their respective employees, officers, directors,
shareholders,  agents  and  representatives,  past  or present, shall be defined
collectively,  including DACG, as the "DACG Parties" and each of them, corporate
or  individual,  individually  as  a  "DACC*  Party."

     10.    Mr. Fernette's Representation. Mr. Fernette represents, warrants and
            -----------------------------
agrees  that  he  has  not  filed  any  claims,  appeals, complaints, charges or
lawsuits  against  any of the DACG Parties with any governmental agency or court
and  that  he  will  not  file  or permit to he filed or accept benefit from any
claim, complaint or petition filed with any court by him or on his behalf at any
time hereafter; provided, however, this shall not limit Mr. Fernette from filing
an  action for the sole purpose of enforcing his rights under this Agreement and
Release.  Further,  Mr. Fernette represents and warrants that no other person or
entity has any interest or assignment of any claims or causes of action, if any,
he  may  have  against  any  DACG Party, which have been satisfied fully by this
Agreement  and  Release and which he now releases in their entirety, and that he
has  not  sold,  assigned, transferred, conveyed or otherwise disposed of any of
the  claims,  demands,  obligations,  or  causes  of  action referred to in this
Agreement and Release, and that he has the sole right and exclusive authority to
execute  this  Agreement  and  Release  and  receive the consideration provided.

     11.     Release.  Mr.  Fernette agrees to release, acquit and discharge and
             -------
does  hereby  release,  acquit  and discharge the DACG Parties, individually and
collectively,  from  any  and  all  claims and from any and all causes of action
against  any of the DACG Patties, of any kind or character, whether now known or
not  known,  he  may have against any such DACG Party including, but not limited
to,  any  claim  for  salary,  benefits, expenses, costs, damages, compensation,
remuneration  or  wages;  and  all  claims  or causes of action arising from his
employment,  termination of employment, or any alleged discriminatory employment
practices,  including  but not limited to any and alt claims or causes of action
arising  under  the  Age Discrimination in Employment Act, as amended, 29 U.S.C.
'621, et seg. and any and all claims or causes of action arising under any other
      ------
federal, state or local laws pertaining to discrimination in employment or equal
employment  opportunity.  This release also applies to any claims brought by any
person  or  agency  or class action under which Mr. Fernette may have a right or
benefit.


                                      -4-
<PAGE>
     12.     No  Admissions.  Mr. Fernette expressly understands and agrees that
             --------------
the  terms of this Agreement and Release are contractual and not merely recitals
and  that the agreements herein and consideration paid is to compromise doubtful
and  disputed  claims, avoid litigation, and buy peace, and that no statement or
consideration given shall he construed as an admission of liability by DACG, all
such  liability  being  expressly  denied.  This  Agreement and Release does not
constitute  evidence of unlawful conduct or wrongdoing by DACG. By his execution
of  this  Agreement and Release, Mr. Fernette acknowledges and agrees under oath
that  (1)  he  knows  of  no  act, event, or omission by any DACG Party which is
unlawful  or  violates  any  governmental  rule  or  regulation  or  any rule or
regulation  of  any  stock  exchange,  (ii) he has not committed nor has he been
requested to commit during his employment with DACG or any DACG Company, any act
which  is  unlawful or which violates any governmental rule or regulation or any
rule  or  regulation  of any stock exchange, (iii) he has not requested any DACG
Party  to commit any unlawful act or violate any governmental rule or regulation
or  any  rule  or  regulation of any stock exchange, and (iv) neither he nor any
other  person  employed by or contracting with any DACG Party has been subjected
to any adverse action because any such person refused to commit any unlawful act
or  violate any governmental rule or regulation or any rule or regulation of any
stock  exchange.

     13.     Covenant  Not  to  Compete. Mr. Fernette agrees that he will remain
             --------------------------
bound  by  the  terms  Covenant Not to Compete in Paragraph 6 of his January 31,
1998  employment  agreement.

     14.     Remedies.  Mr. Fernette and DACG agree that, because damages at law
             --------
for  any breach or nonperformance of this Agreement and Release by Mr. Fernette,
while  recoverable,  will  be  inadequate,  this  Agreement  and  Release may be
enforced in equity by specific performance, injunction, accounting or otherwise.
Further,  the  parties  agree  that  in  the  event  Mr.  Fernette  violates the
provisions  of  paragraphs  6  or 17 of this Agreement and Release the damage to
DACG  or  any  DACG  Party shall, at a minimum, exceed the sum of fifty thousand
dollars ($50,000.00) and that such sum shall be the amount of liquidated damages
for  such  breach  but shall not preclude DACG from recovering actual damages in
such  greater  amount  as  may  be  sustained.

     15.     Enforcement  of  Agreement and Release. No waiver or nonaction with
             --------------------------------------
respect  to any breach by the other party of any provision of this Agreement and
Release,  nor  the  waiver  or  nonaction  with  respect  to  any  breach of the
provisions of similar agreements with other employees shall be construed to be a
waiver  of  any  succeeding  breach  of  such  provision, or as a. waiver of the
provision  itself.  Should any provisions hereof be held to be invalid or wholly
or  partially  urn-enforceable,  such provisions shall be revised and reduced in
scope  so  as  to  be  valid  and  enforceable.

     16.  Choice  of  Law. This Agreement shall be governed by and construed and
          ---------------
enforced,  in  all  respects,  in  accordance with the law of the State of Texas
without  regard  to  the  principles  of  conflict of law except as preempted by
federal  law.

     17.     Merger.  This Agreement and Release supersedes, replaces and merges
             ------
all  previous agreements and discussions relating to the same or similar subject
matters  between  Mr.  Fernette  and


                                      -5-
<PAGE>
DACG  and  constitutes  the  entire agreement between Mr. Fernette and DACG with
respect  to the subject matter of this Agreement and Release. This Agreement and
Release  may  not be changed or terminated orally, and no change, termination or
waiver  of  this Agreement and Release or any of the provisions herein contained
shall  be  binding  unless made in writing and signed by all parties, and in the
case  of  DACG,  by  an  authorized  officer.

     18.     No  Derogatory  Comments. Except as required by judicial process or
             ------------------------
governmental  rule  or regulation, Mr. Fernette shall refrain from making public
or private comments relating to any DACG Party which are derogatory or which may
tend  to  injure  any  such  party  in  such party's business, public or private
affairs.

     19.  Confidentiality.  Mr.  Fernette  agrees  that he will not disclose the
          ---------------
terms  of  this  Agreement  or the consideration received from DACG to any other
person, except his attorney or financial advisors and only on the condition that
they  keep  such  information strictly confidential; provided, however, that the
foregoing  obligation  of  confidence  shall  not  apply  to information that is
required  to  be  disclosed  by  any  applicable  law, rule or regulation of any
governmental  authority.

     20.     ADEA  Rights.  Mr.  Fernette  acknowledges  and  agrees:
             ------------

          (i)     that  he has at least twenty-one days to review this Agreement
     and  Release;

          (ii)     that  he  has  been  advised  in  writing  to consult with an
     attorney  regarding  the  terms  of  this  Agreement  and  Release prior to
     executing  this  Agreement  and  Release;

          (iii)     that, if he executes this Agreement and Release, that he has
     seven  days following the execution of this Agreement and Release to revoke
     this  Agreement  and  Release;

          (iv)     that this Agreement and Release shall not become effective or
     enforceable  until  the  revocation  period  has  expired;

          (v)     that  he does not, by the terms of this Agreement and Release,
     waive  claims  or  rights  that  may  arise after the date he executes this
     Agreement  and  Release;

          (vi)     that he is receiving, pursuant to this Agreement and Release,
     consideration  in  addition  to  anything  of  value to which he is already
     entitled;  and

          (vii)     that  this Agreement and Release is written in such a manner
     that  he  understands  his  rights  and  obligations.


                                      -6-
<PAGE>
     21.     Agreement  and  Release  Voluntary.  Mr.  Fernette acknowledges and
             ----------------------------------
agrees  that  he  has  carefully read this Agreement and Release and understands
that it is a release of all claims, known and unknown, past or present including
all  claims  under  the  Age Discrimination in Employment Act. He further agrees
that  he  has  entered  into  this  Agreement  and  Release for the above stated
consideration.  He warrants that he is fully competent to execute this Agreement
and Release which be understands to be contractual. He further acknowledges that
he  executes  this  Agreement  and  Release of his own free will, after having a
reasonable  period of tune to review, study and deliberate regarding its meaning
and effect, and after being advised to consult an attorney, and without reliance
on  any  representation of any kind or character not expressly set forth herein.
Finally,  he  executes  this  Agreement and Release fully knowing its effect and
voluntarily  for  the  consideration  stated  above.

     22.     Notices.  Any  notices required or permitted to be given under this
             -------
Agreement  and  Release  shall be properly made if delivered in the case of DACG
to:

         DA  Consulting  Group,  Inc.
         5847  San  Felipe,  Suite  3700
         Houston,  TX  77057

         Attention:     Susan  Stikeleather

and  in  the  case  of Mr. Fernette to: 23414 Cannon Creek Trail, Tomball, Texas
77375


                                      -7-
<PAGE>
IN  WITNESS  WHEREOF,  the  parties have caused this Agreement and Release to be
executed  in  multiple  counterparts, each of which shall be deemed an original,
but  all  of which together shall constitute one and the same  instrument,  this
    day  of           , 2000  at Houston,  Harris County, Texas, to be effective
----       -----------
the eighth day following execution by Eric Fernette unless earlier revoked.

   8-15-2000                           /s/  Eric  Fernette
-------------------                    ------------------------------
Date                                   Eric  Fernette


STATE  OF  TEXAS
COUNTY  OF  HARRIS

     I,  Eric  Fernette,  after  first  being  duly  sworn  and under penalty of
perjury, state that the statements to which I acknowledge and agree in paragraph
14  of  this  Agreement  and  Release  are  true  and  correct.

     Subscribed  and  sworn  to  before  me,  this  15th  day of August, 2000.
                                                   ------        ------



                                                 /s/  Donna Stehling
                                                 -------------------------------
                                                 NOTARY  PUBLIC  in  and  for
                                                 Texas
                                                 -------------------------------


8/15/00                                          DA  CONSULTING  GROUP.  INC.
Date
                                                 By  /s/  Susan Stideleatly
                                                   -----------------------------



                                      -8-
<PAGE>