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                                                                    EXHIBIT 10.3

                          CONVERGENT GROUP CORPORATION

                             1999 STOCK OPTION PLAN

                               SECTION 1: PURPOSE

         The purpose of the Convergent Group Corporation 1999 Stock Option Plan
(the "Plan") is to further the growth and development of Convergent Group
Corporation (the "Company") by affording an opportunity for stock ownership to
selected employees, directors and consultants of the Company and its
subsidiaries who are responsible for the conduct and management of its business
or who are involved in endeavors significant to its success.

                             SECTION 2: DEFINITIONS

         Unless otherwise indicated, the following words when used herein shall
have the following meanings:

              (a) "Affiliate" shall mean, with respect to any person or entity,
         a person or entity that directly or indirectly through one or more
         intrmediaries, controls, or is controlled by, or is under common
         control with, such person or entity.

              (b) "Board of Directors" shall mean the Board of Directors of the
         Company.

              (c) "Cause" shall mean as to any Optionee, either: (A) termination
         for "Cause" as such term is defined in his or her Employment Agreement,
         if any, or: (B) any one of the following: (i) the commission of a crime
         involving fraud, theft or dishonesty by the Optionee; (ii) the Optionee
         's willful and continuing disregard of lawful instructions of the Board
         of Directors or superiors (if any), which conduct continues for a
         period of five (5) days after receipt of written notice from the
         Company, or the Optionee 's willful misconduct in carrying out his or
         her position and duties; (iii) conduct of a nature that would
         materially discredit the Company or any Subsidiary were the Company to
         continue to retain the services of the Optionee; (iv) the continued use
         of alcohol or drugs by the Optionee to an extent that, in the good
         faith determination of the Plan Administrator , such use materially
         interferes in any manner with the performance of the Optionee 's duties
         and responsibilities; or (v) the violation of any law (including the
         Foreign Corrupt Practices Act of 1977, but excluding misdemeanor
         traffic or other similar violations).

              (d) "Change in Control" shall be deemed to have occurred:

                    (1) At such time as a third person, including a "group" as
              defined in Section 13(d)(3) of the Securities Exchange Act of
              1934, as amended from time to time, and any successor act (the
              "Exchange Act"), becomes the "beneficial owner," as defined in the
              Exchange Act, of shares of the Company having 50% or more of the
              total number of votes that may be cast for the election of any of
              the Directors of the Company; or; or

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                    (2) On the date on which at least two-thirds of the
              directors of the Company constitute persons who were not, at the
              time of their first election to the Board of Directors of the
              Company, candidates proposed by a majority of the Board of
              Directors in office prior to the time of such first election; or

                    (3) On the date on which the Board of Directors or the
              stockholder(s) of the Company approve: (i) any agreement for a
              merger or consolidation or like business recombination or
              reorganization of the Company with another entity, the
              consummation of which would result in the occurrence of any event
              described in paragraphs (1) or (2) above or (ii) any sale,
              exchange or other disposition of all or substantially all of the
              Company's assets; or

                    (4) On the effective date of any sale, exchange or other
              disposition of greater than 67% in fair market value of the
              Company's total assets, other than in the ordinary course of
              business, whether in a single transaction or a series of related
              transactions; provided, however, that no sale or disposition of
              assets shall be taken into account to the extent that the proceeds
              of such sale or disposition (whether in cash or in-kind) are
              reinvested or are, in the case of proceeds received in-kind, used
              in the ongoing conduct of the Company, provided further that such
              a reinvestment shall not be deemed to have occurred unless made
              within six (6) months of such sale or disposition and provided
              further that, the term reinvestment shall include the use of
              proceeds to repay debt incurred in connection with the operation
              of the business in which the assets sold or disposed of were used.

         In determining whether clause (1) of the preceding sentence has been
         satisfied, the third person owning shares must be someone other than a
         person or an Affiliate of a person that, as of August __, 1999, was the
         beneficial owner of shares of the Company having 25% or more of the
         total number of votes that may be cast for the election of Directors of
         the Company. The Plan Administrator's reasonable determination as to
         whether such an event has occurred shall be final and conclusive.

              (e) "Code" shall mean the Internal Revenue Code of 1986, as
         amended from time to time.

              (f) "Common Stock" shall mean the Company's common stock (par
         value $.001 per share) and any share or shares of the Company's capital
         stock hereafter issued or issuable in substitution for such shares.

              (g) "Director" shall mean a member of the Board of Directors.

              (h) "Early Exercise Stock Purchase Agreement" shall mean an
         agreement for the repurchase by the Company of shares acquired upon
         exercise of any portion of an Option prior to its vesting.


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              (i) "Incentive Stock Option" shall mean any option granted to an
         eligible employee under the Plan, which the Company intends at the time
         the option is granted to be an Incentive Stock Option within the
         meaning of Section 422 of the Code.

              (j) "Non-Employee Director" shall mean a Director who is a
         Non-Employee Director within the meaning of Rule 16b-3 as promulgated
         by the Securities and Exchange Commission under the Securities Act of
         1933, as amended from time to time.

              (k) "Nonqualified Stock Option" shall mean any option granted to
         an eligible employee, Director or consultant under the Plan which is
         not an Incentive Stock Option.

              (l) "Option" shall mean and refer collectively to Incentive Stock
         Options and Nonqualified Stock Options.

              (m) "Option Agreement" means the agreement specified in
         Section 7.2.

              (n) "Optionee" shall mean any employee, Director or consultant who
         is granted an Option under the Plan. "Optionee" shall also mean the
         personal representative of an Optionee and any other person who
         acquires the right to exercise an Option by bequest or inheritance.

              (o) "Parent" shall mean a parent corporation of the Company as
         defined in Section 424(e) of the Code.

              (p) "Plan Administrator" shall mean the body which is responsible
         for the administration of the Plan, as determined pursuant to
         Section 4.1.

              (q) "Shareholders' Agreement" shall mean an agreement placing
         certain restrictions upon the Optionee's right to transfer shares,
         including without limitation the creation of an irrevocable right of
         first refusal upon the transfer of shares in favor of the Company and
         its designees and provisions requiring the Optionee to transfer the
         shares to the Company or the Company's designees upon a termination of
         employment, as described in Section 12.4.

              (r) "Subsidiary" shall mean a subsidiary corporation of the
         Company as defined in Section 424(f) of the Code.

                            SECTION 3: EFFECTIVE DATE

         The effective date of the Plan is August __, 1999; provided, however,
that the adoption of the Plan by the Board of Directors is subject to approval
and ratification by the shareholders of the Company within 12 months of the
effective date. Options granted under the Plan prior to approval of the Plan by
the shareholders of the Company shall be subject to approval of the Plan by the
shareholders of the Company.



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                            SECTION 4: ADMINISTRATION

         4.1 Plan Administrator. The Plan shall be administered by the Board of
Directors, unless and until such time as the Board of Directors delegates the
administration of the Plan to a committee. Any such committee shall be appointed
by and shall serve at the pleasure of the Board of Directors and shall consist
solely of two or more Non-Employee Directors. The Board of Directors may from
time to time remove members from or add members to any such committee, and
vacancies on the committee, howsoever caused, shall be filled by the Board of
Directors.

         4.2 Meetings and Actions. The Plan Administrator shall hold meetings at
such times and places as it may determine. A majority of the members of the Plan
Administrator shall constitute a quorum, and the acts of the majority of the
members present at a meeting or a consent in writing signed by all members of
the Plan Administrator shall be the acts of the Plan Administrator and shall be
final, binding and conclusive upon all persons, including the Company, its
Subsidiaries, its shareholders, and all persons having any interest in Options
which may be or have been granted pursuant to the Plan.

         4.3 Powers of Plan Administrator. The Plan Administrator shall have the
full and exclusive right to grant and determine terms and conditions of all
Options granted under the Plan and to prescribe, amend and rescind rules and
regulations for administration of the Plan. In granting Options, the Plan
Administrator shall take into consideration the contribution the Optionee has
made or may make to the success of the Company or its Subsidiaries and such
other factors as the Plan Administrator shall determine.

         4.4 Interpretation of Plan. The determination of the Plan Administrator
as to any disputed question arising under the Plan, including questions of
construction and interpretation, shall be final, binding and conclusive upon all
persons, including the Company, its Subsidiaries, its shareholders, and all
persons having any interest in Options which may be or have been granted
pursuant to the Plan.

         4.5 Indemnification. Each person who is or shall have been a member of
the Plan Administrator or of the Board of Directors shall be indemnified and
held harmless by the Company against and from any loss, cost, liability or
expense that may be imposed upon or reasonably incurred in connection with or
resulting from any claim, action, suit or proceeding to which such person may be
a party or in which such person may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid in
settlement thereof, provided that the Company approved such settlement, or paid
in satisfaction of a judgment in any such action, suit or proceeding, provided
such person shall give the Company an opportunity, at its own expense, to handle
and defend the same before undertaking to handle and defend it on such person's
own behalf. The foregoing right of indemnification shall not be exclusive of,
and is in addition to, any other rights of indemnification to which any person
may be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.



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                      SECTION 5: STOCK SUBJECT TO THE PLAN

         5.1 Number. The aggregate number of shares of Common Stock which may be
issued under Options granted pursuant to the Plan shall not exceed 8,943,212
shares. Shares which may be issued under Options may consist, in whole or in
part, of authorized but unissued stock or treasury stock of the Company not
reserved for any other purpose.

         5.2 Unused Stock. If any outstanding Option under the Plan expires or
for any other reason ceases to be exercisable, in whole or in part, other than
upon exercise of the Option, the shares which were subject to such Option and as
to which the Option had not been exercised shall continue to be available for
issuance under the Plan. Any shares which are repurchased by the Company in
accordance with the terms of an Early Exercise Stock Purchase Agreement shall
upon such repurchase once again be available for issuance under the Plan.

         5.3 Adjustment for Change in Outstanding Shares. If there is any
change, increase or decrease, in the outstanding shares of Common Stock which is
effected without receipt of additional consideration by the Company, by reason
of a stock dividend, recapitalization, merger, consolidation, stock split,
combination or exchange of stock, or other similar circumstances, then in each
such event, the Plan Administrator shall make an appropriate adjustment in the
aggregate number of shares of stock available under the Plan, the number of
shares of stock subject to each outstanding Option and the Option prices in
order to prevent the dilution or enlargement of any Optionee's rights. In making
such adjustments, fractional shares shall be rounded to the nearest whole share.
The Plan Administrator's determinations in making adjustments shall be final and
conclusive.

         5.4 Reorganization or Sale of Assets. In the event of (i) a
dissolution, liquidation or sale of all or substantially all of the Company's
assets; (ii) a merger or consolidation of the Company with another entity; or
(iii) any other capital reorganization in which the persons and entities who
were the stockholders of the Company immediately before such capital
reorganization own, directly or indirectly, less than two-thirds of the
outstanding voting securities of the Company following such capital
reorganization (each of such events being referred to hereinafter as a
"Reorganization Event"), the Plan Administrator shall, as to outstanding
Options, either (1) make appropriate provision for the protection of any such
outstanding Options by the substitution on an equitable basis of appropriate
stock of the Company, or of the merged, consolidated or otherwise reorganized
corporation, which will be issuable in respect of the Common Stock, provided
that no additional benefits shall be conferred upon Optionees as a result of
such substitution, and provided further that the excess of the aggregate fair
market value of the shares subject to the Options immediately after such
substitution over the purchase price thereof is not more than the excess of the
aggregate fair market value of the shares subject to such Options immediately
before such substitution over the purchase price thereof, or (2) upon written
notice to all Optionees, which notice shall be given not less than 20 days prior
to the effective date of the Reorganization Event, provide that all unexercised
Options must be exercised within a specified number of days (which shall not be
less than 20) of the date of such notice or such Options will terminate. In
response to a notice provided pursuant to clause (2) of the preceding sentence,
an Optionee may make an irrevocable election to exercise the Optionee's Option
contingent upon and effective as of the effective date of the Reorganization
Event. Options which are not exercised within the specified period following the
receipt of such a notice shall terminate and cease to be outstanding. The Plan
Administrator may, in its sole discretion, accelerate the exercise dates of
outstanding Options in connection with any Reorganization Event which does not
also result in a Change in Control.



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                             SECTION 6: ELIGIBILITY

         All full- or part-time salaried employees of the Company and its
Subsidiaries who are responsible for the conduct and management of its business
or who are involved in endeavors significant to its success shall be eligible to
receive both Incentive Stock Options and Nonqualified Stock Options under the
Plan. Directors and consultants who are neither full- nor part-time salaried
employees of the Company or its Subsidiaries but who are involved in endeavors
significant to its success shall be eligible to receive Nonqualified Stock
Options, but not Incentive Stock Options, under the Plan.

                           SECTION 7: GRANT OF OPTIONS

         7.1 Grant of Options. The Plan Administrator may from time to time in
its discretion determine which of the eligible employees, Directors and
consultants of the Company or its Subsidiaries should receive Options, the type
of Options to be granted (whether Incentive Stock Options or Nonqualified Stock
Options), the number of shares subject to such Options, and the dates on which
such Options are to be granted. No employee may be granted Incentive Stock
Options to the extent that the aggregate fair market value (determined as of the
time each Option is granted) of the Common Stock with respect to which any such
Options are exercisable for the first time during a calendar year (under all
incentive stock option plans of the Company and its Parent and Subsidiaries)
would exceed $100,000. To the extent that the limitation set forth in the
preceding sentence has been exceeded, the Options which exceed the annual
limitation shall be deemed to be Nonqualified Stock Options rather than
Incentive Stock Options.

         7.2 Option Agreement. Each Option granted under the Plan shall be
evidenced by a written Option Agreement setting forth the terms upon which the
Option is granted. Each Option Agreement shall designate the type of Options
being granted (whether Incentive Stock Options or Nonqualified Stock Options),
and shall state the number of shares of Common Stock, as designated by the Plan
Administrator, to which that Option pertains. More than one Option may be
granted to an eligible person.

         7.3 Option Price. The option price per share of Common Stock under each
Option shall be determined by the Plan Administrator and stated in the Option
Agreement. The option price for Incentive Stock Options granted under the Plan
shall not be less than 100% of the fair market value (determined as of the day
the Option is granted) of the shares subject to the Option. The option price for
Nonqualified Stock Options granted under the Plan shall not be less than 25% of
the fair market value (determined as of the day the Option is granted) of the
shares subject to the Option. Notwithstanding the foregoing, in no event shall
the option price per share be less than the par value of the Common Stock.



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         7.4 Determination of Fair Market Value. If the Common Stock is listed
upon an established stock exchange or exchanges, then the fair market value per
share shall be deemed to be the average of the quoted closing prices of the
Common Stock on such stock exchange or exchanges on the day for which the
determination is made, or if no sale of the Common Stock shall have been made on
any stock exchange on that day, on the next preceding day on which there was
such a sale. If the Common Stock is not listed upon an established stock
exchange but is traded in the NASDAQ National Market System, the fair market
value per share shall be deemed to be the closing price of the Common Stock in
the National Market System on the day for which the determination is made, or if
there shall have been no trading of the Common Stock on that day, on the next
preceding day on which there was such trading. If the Common Stock is not listed
upon an established stock exchange and is not traded in the National Market
System, the fair market value per share shall be deemed to be the mean between
the dealer "bid" and "ask" closing prices of the Common Stock on the NASDAQ
System on the day for which the determination is made, or if there shall have
been no trading of the Common Stock on that day, on the next preceding day on
which there was such trading. If none of these conditions apply, the fair market
value per share shall be deemed to be an amount as determined in good faith by
the Plan Administrator by applying any reasonable valuation method.

         7.5 Duration of Options. Each Option shall be of a duration as
specified in the Option Agreement; provided, however, that the term of each
Option shall be no more than ten years from the date on which the Option is
granted and shall be subject to early termination as provided herein.

         7.6 Additional Limitations on Grant. No Incentive Stock Option shall be
granted to an employee who, at the time the Incentive Stock Option is granted,
owns stock (as determined in accordance with Section 424(d) of the Code)
representing more than 10% of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary, unless the option price of
such Incentive Stock Option is at least 110% of the fair market value
(determined as of the day the Incentive Stock Option is granted) of the stock
subject to the Incentive Stock Option and the Incentive Stock Option by its
terms is not exercisable more than five years from the date it is granted.

         7.7 Early Exercise. The Option Agreement may, but need not, provide
that the Optionee may elect to exercise all or any portion of the Option prior
to its vesting. Any shares purchased upon exercise of an unvested portion of the
Option shall be subject to a right of repurchase in favor of the Company in
accordance with the terms of an Early Exercise Stock Purchase Agreement which
shall be set forth as an attachment to the Stock Option Agreement.

         7.8 Other Terms and Conditions. The Option Agreement may contain such
other provisions, which shall not be inconsistent with the Plan, as the Plan
Administrator shall deem appropriate, including, without limitation, provisions
that relate the Optionee's ability to exercise an Option to the passage of time
or the achievement of specific goals or the occurrence of certain events, as
specified by the Plan Administrator.



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                         SECTION 8: EXERCISE OF OPTIONS

         8.1 Manner of Exercise. Subject to the limitations and conditions of
the Plan or the Option Agreement, an Option shall be exercisable, in whole or in
part, from time to time, by giving written notice of exercise to the Secretary
of the Company, which notice shall specify the number of shares of Common Stock
to be purchased and shall be accompanied by (1) payment in full to the Company
of the purchase price of the shares to be purchased, plus (2) payment in full of
such amount as the Company shall determine to be sufficient to satisfy any
liability it may have for any withholding of federal, state or local income or
other taxes incurred by reason of the exercise of the Option, (3)
representations meeting the requirements of Sections 12.3 and/or 12.5 if
requested by the Company, and (4) a Shareholders' Agreement meeting the
requirements of Section 12.4 if requested by the Company.

         8.2 Payment of Purchase Price. Payment for shares and withholding taxes
shall be in the form of either (1) cash, (2) a certified or bank cashier's check
to the order of the Company, or (3) shares of the Common Stock, properly
endorsed to the Company, in an amount the fair market value of which on the date
of receipt by the Company (as determined in accordance with Section 7.4) equals
or exceeds the aggregate option price of the shares with respect to which the
Option is being exercised, (4) any other form of legal consideration that may be
acceptable to the Plan Administrator, or (5) in any combination thereof;
provided, however, that no payment may be made in shares of Common Stock unless
the Plan Administrator has approved of payment in such form by such Optionee
with respect to the Option exercise in question. Should the Common Stock be
registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended, at the time an Option is exercised, and to the extent the option is
exercised for vested shares, then payment may also be made through a special
sale and remittance procedure pursuant to which the Optionee shall concurrently
provide irrevocable written instructions (A) to a brokerage firm designated by
the Company to effect the immediate sale of the purchased shares and remit to
the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable withholding taxes, and (B) to the Company to deliver
the certificates for the purchased shares directly to such brokerage firm in
order to complete the sale. The Company, in its sole discretion, may permit the
deferred payment of the purchase price upon the exercise of any Option, on such
terms and conditions as the Company shall specify.

                          SECTION 9: CHANGE IN CONTROL

         Notwithstanding any vesting requirements contained in any Option
Agreement, all outstanding Options shall become immediately exercisable in full
upon the occurrence of a Change in Control.



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                SECTION 10: EFFECT OF TERMINATION OF EMPLOYMENT

         10.1 Termination of Employment Other Than Upon Death or Disability.
Subject to any limitations set forth in the Option Agreement, and provided that
the notice of exercise is provided prior to the expiration of the Option, the
Optionee shall be entitled to exercise the Option (i) during the Optionee's
employment by the Company or a Subsidiary and (ii) for a period of three months
after the date of a termination of employment other than for Cause. Any vesting
of the Option shall cease upon termination of employment, and the Option shall
be exercisable only to the extent that it was exercisable on the date of such
termination. Any Options not exercisable as of the date of termination, and any
Options or portions of Options not exercised within the period specified herein,
shall terminate.

         10.2 Termination By Death of Optionee. Notwithstanding Section 10.1, if
an Optionee should die while in the employ of the Company or a Subsidiary or
within a period of three months after termination of employment with the Company
or a Subsidiary under circumstances in which Section 10.1 would permit the
exercise of the Option following termination, the personal representatives of
the Optionee's estate or the person or persons who shall have acquired the
Option from the Optionee by bequest or inheritance may exercise the Option at
any time within the year after the date of death, but not later than the
expiration date of the Option. Any vesting of the Option shall cease upon
termination of employment, and the Option shall be exercisable only to the
extent that it was exercisable on the date of such termination. Any Options not
exercisable as of the date of termination, and any Options or portions of
Options not exercised within the period specified herein, shall terminate.

         10.3 Termination By Disability of Optionee. Notwithstanding Section
10.1, if an Optionee should terminate employment with the Company or a
Subsidiary by reason of the Optionee's disability (within the meaning of Section
22(e)(3) of the Code), the Optionee may exercise the Option at any time within
one year after the date of termination but not later than the expiration date of
the Option. Any vesting of the Option shall cease upon termination of
employment, and the Option shall be exercisable only to the extent that it was
exercisable on the date of such termination. Any Options not exercisable as of
the date of termination, and any Options or portions of Options not exercised
within the period specified herein, shall terminate.

         10.4 Termination of Directors and Consultants. For purposes of this
Section 10, a termination of employment shall be deemed to include the
termination of a Director's service as a member of the Board of Directors and
the termination of a consulting arrangement in the case of consultants, provided
that immediately following such termination the Director or consultant is not
employed by the Company or a Subsidiary.

         10.5 Breach of Covenant Not to Compete. Notwithstanding anything herein
to the contrary, Options granted to the Optionee shall terminate immediately if
the Optionee breaches any obligation under a covenant not to compete with the
Company or any of its Subsidiaries or if the Optionee's employment is terminated
for Cause.



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         10.6 Extension of Option Termination Date. The Plan Administrator, in
its sole discretion, may extend the termination date of an Option granted under
the Plan without regard to the preceding provisions of this Section 10. In such
event, the termination date shall be a date selected by the Plan Administrator
in its sole discretion, but not later than the latest expiration date of the
Option permitted pursuant to Section 7.5. Such extension may be made in the
Option Agreement as originally executed or by amendment to the Option Agreement,
either prior to or following termination of an Optionee's employment. The Plan
Administrator shall have no power to extend the termination date of an Incentive
Stock Option beyond the periods provided in Sections 10.1, 10.2 and 10.3 prior
to the termination of the Optionee's employment or without the approval of the
Optionee, which may be granted or withheld in the Optionee's sole discretion.
Any extension of the termination date of an Incentive Stock Option shall be
deemed to be the grant of a new Option for purposes of the Code.

                   SECTION 11: NON-TRANSFERABILITY OF OPTION

         Options granted pursuant to the Plan are not transferable by the
Optionee other than by Will or the laws of descent and distribution and shall be
exercisable during the Optionee's lifetime only by the Optionee. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option contrary to the provisions hereof, or upon the levy of any attachment or
similar process upon the Option, the Option shall immediately become null and
void.

                         SECTION 12: ISSUANCE OF SHARES

         12.1 Transfer of Shares to Optionee. As soon as practicable after the
Optionee has given the Company written notice of exercise of an Option and has
otherwise met the requirements of Section 8.1, the Company shall issue or
transfer to the Optionee the number of shares of Common Stock as to which the
Option has been exercised and shall deliver to the Optionee a certificate or
certificates therefor, registered in the Optionee's name. If the Optionee has
made an early exercise in accordance with the Option Agreement, the Company may
retain the non-vested shares of Common Stock until they have vested pursuant to
the Early Exercise Stock Purchase Agreement. In no event shall the Company be
required to transfer fractional shares to the Optionee, and in lieu thereof, the
Company may pay an amount in cash equal to the fair market value (as determined
in accordance with Section 7.4) of such fractional shares on the date of
exercise.

         12.2 Compliance with Laws. If the issuance or transfer of shares by the
Company would for any reason, in the opinion of counsel for the Company, violate
any applicable federal or state laws or regulations, the Company may delay
issuance or transfer of such shares to the Optionee until compliance with such
laws can reasonably be obtained. In no event shall the Company be obligated to
effect or obtain any listing, registration, qualification, consent or approval
under any applicable federal or state laws or regulations or any contract or
agreement to which the Company is a party with respect to the issuance of any
such shares. If, after reasonable efforts, the Company is unable to obtain the
authority which counsel for the Company deems necessary for the lawful issuance
and sale of shares upon exercise of Options under the Plan, the Company shall be
relieved from any liability for failure to issue and sell shares upon exercise
of such Options unless and until such authority is obtained.



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         12.3 Investment Representation. The Company may require any Optionee,
as a condition precedent to exercising any Option, to provide a written
representation providing assurances satisfactory to the Company (i) as to the
Optionee's knowledge and experience in financial and business matters and/or
that the Optionee has engaged a purchaser representative reasonably satisfactory
to the Company who is knowledgeable and experienced in financial and business
matters, (ii) that the Optionee is capable of evaluating, alone or together with
the purchaser representative, the merits and risks of exercising the Option; and
(iii) that the Optionee is acquiring the stock subject to the Option for such
person's own account and not with any present intention of selling or otherwise
distributing the stock. Such a representation shall not be required if (A) the
issuance of the shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"), or (B) as to any particular
requirement, a determination is made by counsel for the Company that such
representation is not required. Certificates representing Common Stock acquired
upon exercise of Options may contain such legends and transfer restrictions as
the Company shall deem reasonably necessary or desirable, including, without
limitation, legends restricting transfer of the Common Stock until there has
been compliance with federal and state securities laws and until the Optionee or
any other holder of the Common Stock has paid the Company such amounts as may be
necessary in order to satisfy any withholding tax liability of the Company.

         12.4 Shareholders' Agreement. Upon demand by the Company, the Optionee
shall execute and deliver to the Company a Shareholders' Agreement in such form
as the Company may provide at the time of exercise of the Option. Such Agreement
may include, without limitation, restrictions upon the Optionee's right to
transfer shares, including the creation of an irrevocable right of first refusal
in the Company and its designees, and provisions requiring the Optionee to
transfer the shares to the Company or the Company's designees upon a termination
of employment. Upon such demand, execution of the Shareholders' Agreement by the
Optionee prior to the transfer or delivery of any shares and prior to the
expiration of the option period shall be a condition precedent to the right to
purchase such shares, unless such condition is expressly waived in writing by
the Company.

         12.5 Lock-Up Agreement. Upon demand by the Company, the Optionee shall
execute and deliver to the Company a representation that, in connection with the
first underwritten registered offering of any securities of the Company under
the Securities Act of 1933, as amended, the Optionee will not sell or otherwise
transfer or dispose of any shares of Common Stock which are owned either or
record or beneficially by the Optionee, whether acquired upon exercise of an
Option or otherwise, or any shares of Common Stock acquired with respect
thereto, during such period following the effective date of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters for the Company; provided, however,
that such restriction shall apply only if the executive officers and directors
of the Company agree with the representatives of the underwriters not to
transfer shares of Common Stock owned by them for the same or a greater period.
Such representation shall further state that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.



                                       11
<PAGE>   12

                             SECTION 13: AMENDMENTS

         The Board of Directors may at any time and from time to time alter,
amend, suspend or terminate the Plan or any part thereof as it may deem proper,
except that no such action shall diminish or impair the rights under an Option
previously granted. Unless the shareholders of the Company shall have given
their approval, the total number of shares for which Options may be issued under
the Plan shall not be increased, except as provided in Section 5.3, and no
amendment shall be made which reduces the price at which the Common Stock may be
offered under the Plan below the minimum required by Section 7.3, except as
provided in Section 5.3, or which materially modifies the requirements as to
eligibility for participation in the Plan. Subject to the terms and conditions
of the Plan, the Board of Directors may modify, extend or renew outstanding
Options granted under the Plan, or accept the surrender of outstanding Options
to the extent not theretofore exercised and authorize the granting of new
Options in substitution therefor, except that no such action shall diminish or
impair the rights under an Option previously granted without the consent of the
Optionee.

                            SECTION 14: TERM OF PLAN

         This Plan shall terminate on August __, 2009; provided, however, that
the Board of Directors may at any time prior thereto suspend or terminate the
Plan. No such suspension or termination shall diminish or impair the rights
under an Option previously granted without the consent of the Optionee.

                        SECTION 15: RIGHTS AS STOCKHOLDER

         An Optionee shall have no rights as a stockholder of the Company with
respect to any shares of Common Stock covered by an Option until the date of the
issuance of the stock certificate for such shares.

                        SECTION 16: NO EMPLOYMENT RIGHTS

         Nothing contained in this Plan or in any Option granted under the Plan
shall confer upon any Optionee any right with respect to the continuation of
such Optionee's employment by the Company or any Subsidiary or interfere in any
way with the right of the Company or any Subsidiary, subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the Optionee from the
rate in existence at the time of the grant of the Option.



                                       12
<PAGE>   13

                            SECTION 17: GOVERNING LAW

         This Plan, and all Options granted under this Plan, shall be construed
and shall take effect in accordance with the laws of the State of Colorado,
without regard to the conflicts of laws rules of such State.

                           SECTION 18: USE OF PROCEEDS

         Any cash proceeds received by the Company from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.



                                       13
<PAGE>   14

                        INCENTIVE STOCK OPTION AGREEMENT

OPTIONEE:
         --------------------

DATE OF GRANT:
              ---------------

         AGREEMENT between Convergent Group Corporation (the "Company"), and the
above named Optionee ("Optionee"), an employee of the Company or a Subsidiary
thereof.

         The Company and Optionee agree as follows:

1. Grant of Option.

         Optionee is hereby granted an Incentive Stock Option, within the
meaning of Section 422 of the Code (the "Option"), to purchase Common Stock of
the Company pursuant to the Convergent Group Corporation 1999 Stock Option Plan
(the "Plan"). The Option and this Agreement are subject to and shall be
construed in accordance with the terms and conditions of the Plan, as now or
hereinafter in effect. Any terms which are used in this Agreement without being
defined and which are defined in the Plan shall have the meaning specified in
the Plan.

2. Date of Grant.

         The date of the grant of the Option is the date first set forth above,
the date of the action by the Plan Administrator in granting the same.

3. Number and Price of Shares.

         The number of shares as to which the Option is granted is the number
set forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.

4. Expiration Date.

         Unless sooner terminated as provided in Section 5.4 or Section 10 of
the Plan, the Option shall expire and terminate on the date set forth in
Schedule 4 to this Agreement, and in no event shall the Option be exercisable
after that date.

5. Manner of Exercise.

         Except as provided in this Agreement, the Option shall be exercisable,
in whole or in part, from time to time, in the manner provided in Section 8 of
the Plan.

6. Time of Exercise.

         The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from the
date of grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.

<PAGE>   15

7. Shareholders' Agreement.

         Upon exercise of the Option, Optionee shall execute and deliver to the
Company a Shareholders' Agreement in substantially the form attached to this
Agreement as Exhibit A. Execution and delivery of the Shareholders' Agreement
prior to the transfer or delivery of any shares and prior to the expiration of
the option period shall be a condition precedent to the right to purchase such
shares.

8. Lock-Up.

         In connection with the first underwritten registered offering of any
securities of the Company under the Securities Act of 1933, as amended (the
"Act"), Optionee will not sell or otherwise transfer or dispose of any shares of
Common Stock which are owned either or record or beneficially by the Optionee,
whether acquired upon exercise of an Option or otherwise, upon exercise of this
Option, or any shares of Common Stock acquired with respect thereto, during such
period following the effective date of the registration statement of the Company
filed under the Act as may be requested by the Company or the representative of
the underwriters for the Company; provided, however, that such restriction shall
apply only if the executive officers and directors of the Company agree with the
representatives of the underwriters not to transfer shares of Common Stock owned
by them for the same or a greater period. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

9. Nontransferability of Option.

         The Option is not transferable by Optionee other than by Will or the
laws of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.

10. Withholding for Taxes.

         Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or any disqualifying
disposition of the Common Stock acquired upon exercise of the Option. The
Company shall have the right to deduct from any salary or other payments to be
made to Optionee any federal, state or local taxes required by law to be so
withheld. The Company's obligation to deliver a certificate representing the
Common Stock acquired upon exercise of the Option is subject to the payment by
Optionee of any applicable federal, state and local withholding tax.

                                       2

<PAGE>   16

11. Legends.

         Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws and until Optionee or any other holder of the
Common Stock has paid the Company such amounts as may be necessary in order to
satisfy any withholding tax liability of the Company resulting from a
disqualifying disposition described in Section 422(a) of the Code.

12. Employee Benefits.

         Optionee agrees that the grant and vesting of the Option and the
receipt of shares of Common Stock upon exercise of the Option will constitute
special incentive compensation that will not be taken into account as "salary"
or "compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company.

13. Amendment.

         Subject to the terms and conditions of the Plan, the Plan Administrator
may modify, extend or renew the Option, or accept the surrender of the Option to
the extent not theretofore exercised and authorize the granting of new Options
in substitution therefor, except that no such action shall diminish or impair
the rights under the Option without the consent of Optionee.

14. Interpretation.

         The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Plan Administrator, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.

15. Receipt of Plan.

         By entering into this Agreement, Optionee acknowledges (i) that he or
she has received and read a copy of the Plan and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.

16. Governing Law.

         This Agreement shall be construed and shall take effect in accordance
with the laws of the State of Colorado, without regard to the conflicts of laws
rules of such State.

                                       3

<PAGE>   17

17. Miscellaneous.

         This Agreement constitutes the entire understanding and agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto. If
any provision of this Agreement, or the application thereof, shall for any
reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 17.

         IN WITNESS WHEREOF, the Company by a duly authorized officer of the
Company and Optionee have executed this Agreement on _____________, effective as
of the date of grant.

                                              CONVERGENT GROUP CORPORATION

                                              By:
                                                 -------------------------------
                                              Title:
                                                    ----------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------

                                              OPTIONEE

                                              ----------------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------


                                       4

<PAGE>   18

                                    SCHEDULES

                                       TO

                        INCENTIVE STOCK OPTION AGREEMENT

Schedule

3A       Number of Shares of Stock:
                                   ------------------------

3B       Purchase Price per Share:
                                  -------------------------

4        Expiration Date:
                         ----------------------------------

6        Vesting Schedule:

                                         Number of Shares
          Date                        Which Become Exercisable

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


         Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:

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

                                       5

<PAGE>   19

                        INCENTIVE STOCK OPTION AGREEMENT

                     (With Authorization for Early Exercise)

OPTIONEE:
         --------------------

DATE OF GRANT:
              ---------------

         AGREEMENT between Convergent Group Corporation (the "Company"), and the
above named Optionee ("Optionee"), an employee of the Company or a Subsidiary
thereof.

         The Company and Optionee agree as follows:

1. Grant of Option.

         Optionee is hereby granted an Incentive Stock Option, within the
meaning of Section 422 of the Code (the "Option"), to purchase Common Stock of
the Company pursuant to the Convergent Group Corporation 1999 Stock Option Plan
(the "Plan"). The Option and this Agreement are subject to and shall be
construed in accordance with the terms and conditions of the Plan, as now or
hereinafter in effect. Any terms which are used in this Agreement without being
defined and which are defined in the Plan shall have the meaning specified in
the Plan.

2. Date of Grant.

         The date of the grant of the Option is the date first set forth above,
the date of the action by the Plan Administrator in granting the same.

3. Number and Price of Shares.

         The number of shares as to which the Option is granted is the number
set forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.

4. Expiration Date.

         Unless sooner terminated as provided in Section 5.4 or Section 10 of
the Plan, the Option shall expire and terminate on the date set forth in
Schedule 4 to this Agreement, and in no event shall the Option be exercisable
after that date.

5. Manner of Exercise.

         Except as provided in this Agreement, the Option shall be exercisable,
in whole or in part, from time to time, in the manner provided in Section 8 of
the Plan.

<PAGE>   20

6. Time of Exercise.

         The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from the
date of grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.

7. Early Exercise.

         Notwithstanding the provisions of Section 6, Optionee may elect at any
time prior to the termination of Optionee's employment with the Company or a
Subsidiary thereof to exercise the Option as to any part or all of the shares
subject to this Option, including without limitation, shares with respect to
which the Option has not yet vested pursuant to Section 6; provided, however,
that (i) a partial exercise of this Option shall be deemed to apply first to
vested shares and then to the earliest vesting installment of unvested shares,
and (ii) upon exercise of the Option with respect to unvested shares, Optionee
shall execute and deliver to the Company an Early Exercise Stock Repurchase
Agreement in substantially the form attached to this Agreement as Exhibit A,
which Agreement shall apply with respect to the unvested shares. Execution and
delivery of the Early Exercise Stock Repurchase Agreement prior to the transfer
or delivery of any shares and prior to the expiration of the option period shall
be a condition precedent to the right to purchase such shares. The election
provided in this Section 7 to purchase shares prior to the vesting of the Option
shall cease upon termination of your employment with the Company or a Subsidiary
thereof and may not be exercised after the date of such termination.

8. Shareholders' Agreement.

         Upon exercise of the Option, Optionee shall execute and deliver to the
Company a Shareholders' Agreement in substantially the form attached to this
Agreement as Exhibit B. Execution and delivery of the Shareholders' Agreement
prior to the transfer or delivery of any shares and prior to the expiration of
the option period shall be a condition precedent to the right to purchase such
shares.

9. Lock-Up.

         In connection with the first underwritten registered offering of any
securities of the Company under the Securities Act of 1933, as amended (the
"Act"), Optionee will not sell or otherwise transfer or dispose of any shares of
Common Stock which are owned either or record or beneficially by the Optionee,
whether acquired upon exercise of an Option or otherwise, upon exercise of this
Option, or any shares of Common Stock acquired with respect thereto, during such
period following the effective date of the registration statement of the Company
filed under the Act as may be requested by the Company or the representative of
the underwriters for the Company; provided, however, that such restriction shall
apply only if the executive officers and directors of the Company agree with the
representatives of the underwriters not to transfer shares of Common Stock owned
by them for the same or a greater period. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

                                       2

<PAGE>   21

10. Nontransferability of Option.

         The Option is not transferable by Optionee other than by Will or the
laws of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.

11. Withholding for Taxes.

         Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or any disqualifying
disposition of the Common Stock acquired upon exercise of the Option. The
Company shall have the right to deduct from any salary or other payments to be
made to Optionee any federal, state or local taxes required by law to be so
withheld. The Company's obligation to deliver a certificate representing the
Common Stock acquired upon exercise of the Option is subject to the payment by
Optionee of any applicable federal, state and local withholding tax.

12. Legends.

         Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws and until Optionee or any other holder of the
Common Stock has paid the Company such amounts as may be necessary in order to
satisfy any withholding tax liability of the Company resulting from a
disqualifying disposition described in Section 422(a) of the Code.

13. Employee Benefits.

         Optionee agrees that the grant and vesting of the Option and the
receipt of shares of Common Stock upon exercise of the Option will constitute
special incentive compensation that will not be taken into account as "salary"
or "compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company.

                                       3

<PAGE>   22

14. Amendment.

         Subject to the terms and conditions of the Plan, the Plan Administrator
may modify, extend or renew the Option, or accept the surrender of the Option to
the extent not theretofore exercised and authorize the granting of new Options
in substitution therefor, except that no such action shall diminish or impair
the rights under the Option without the consent of Optionee.

15. Interpretation.

         The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Plan Administrator, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.

16. Receipt of Plan.

         By entering into this Agreement, Optionee acknowledges (i) that he or
she has received and read a copy of the Plan and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.

17. Governing Law.

         This Agreement shall be construed and shall take effect in accordance
with the laws of the State of Colorado, without regard to the conflicts of laws
rules of such State.

18. Miscellaneous.

         This Agreement constitutes the entire understanding and agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto. If
any provision of this Agreement, or the application thereof, shall for any
reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 18.

                                       4

<PAGE>   23

        IN WITNESS WHEREOF, the Company by a duly authorized officer of the
Company and Optionee have executed this Agreement on _____________, effective as
of the date of grant.

                                              CONVERGENT GROUP CORPORATION

                                              By:
                                                 -------------------------------
                                              Title:
                                                    ----------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------

                                              OPTIONEE

                                              ----------------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------


                                       5

<PAGE>   24

                                    SCHEDULES

                                       TO

                        INCENTIVE STOCK OPTION AGREEMENT

Schedule

3A       Number of Shares of Stock:
                                   ------------------------

3B       Purchase Price per Share:
                                  -------------------------

4        Expiration Date:
                         ----------------------------------

6        Vesting Schedule:

                                         Number of Shares
          Date                        Which Become Exercisable

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


         Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:

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



                                       6

<PAGE>   25

               NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

OPTIONEE:
         --------------------

DATE OF GRANT:
              ---------------

         AGREEMENT between Convergent Group Corporation (the "Company"), and the
above named Optionee ("Optionee"), an employee of the Company or a Subsidiary
thereof.

         The Company and Optionee agree as follows:

1. Grant of Option.

         Optionee is hereby granted a Nonqualified Stock Option (the "Option")
to purchase Common Stock of the Company pursuant to the Convergent Group
Corporation 1999 Stock Option Plan (the "Plan"). The Option is not intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code. The Option and this Agreement are subject to and shall be construed in
accordance with the terms and conditions of the Plan, as now or hereinafter in
effect. Any terms which are used in this Agreement without being defined and
which are defined in the Plan shall have the meaning specified in the Plan.

2. Date of Grant.

         The date of the grant of the Option is the date first set forth above,
the date of the action by the Plan Administrator in granting the same.

3. Number and Price of Shares.

         The number of shares as to which the Option is granted is the number
set forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.

4. Expiration Date.

         Unless sooner terminated as provided in Section 5.4 or Section 10 of
the Plan, the Option shall expire and terminate on the date set forth in
Schedule 4 to this Agreement, and in no event shall the Option be exercisable
after that date.

5. Manner of Exercise.

         Except as provided in this Agreement, the Option shall be exercisable,
in whole or in part, from time to time, in the manner provided in Section 8 of
the Plan.

<PAGE>   26

6. Time of Exercise.

         The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from the
date of grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.

7. Shareholders' Agreement.

         Upon exercise of the Option, Optionee shall execute and deliver to the
Company a Shareholders' Agreement in substantially the form attached to this
Agreement as Exhibit A. Execution and delivery of the Shareholders' Agreement
prior to the transfer or delivery of any shares and prior to the expiration of
the option period shall be a condition precedent to the right to purchase such
shares.

8. Lock-Up.

         In connection with the first underwritten registered offering of any
securities of the Company under the Securities Act of 1933, as amended (the
"Act"), Optionee will not sell or otherwise transfer or dispose of any shares of
Common Stock which are owned either or record or beneficially by the Optionee,
whether acquired upon exercise of an Option or otherwise, upon exercise of this
Option, or any shares of Common Stock acquired with respect thereto, during such
period following the effective date of the registration statement of the Company
filed under the Act as may be requested by the Company or the representative of
the underwriters for the Company; provided, however, that such restriction shall
apply only if the executive officers and directors of the Company agree with the
representatives of the underwriters not to transfer shares of Common Stock owned
by them for the same or a greater period. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

9. Nontransferability of Option.

         The Option is not transferable by Optionee other than by Will or the
laws of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.

10. Withholding for Taxes.

         Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option. The Company shall have the
right to deduct from any salary or other payments to be made to Optionee any
federal, state or local taxes required by law to be so withheld. The Company's
obligation to deliver a certificate representing the Common Stock acquired upon
exercise of the Option is subject to the payment by Optionee of any applicable
federal, state and local withholding tax.

                                       2

<PAGE>   27

11. Legends.

         Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws.

12. Employee Benefits.

         Optionee agrees that the grant and vesting of the Option and the
receipt of shares of Common Stock upon exercise of the Option will constitute
special incentive compensation that will not be taken into account as "salary"
or "compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company.

13. Amendment.

         Subject to the terms and conditions of the Plan, the Plan Administrator
may modify, extend or renew the Option, or accept the surrender of the Option to
the extent not theretofore exercised and authorize the granting of new Options
in substitution therefor, except that no such action shall diminish or impair
the rights under the Option without the consent of Optionee.

14. Interpretation.

         The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Plan Administrator, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.

15. Receipt of Plan.

         By entering into this Agreement, Optionee acknowledges (i) that he or
she has received and read a copy of the Plan and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.

16. Governing Law.

         This Agreement shall be construed and shall take effect in accordance
with the laws of the State of Colorado, without regard to the conflicts of laws
rules of such State.

                                       3

<PAGE>   28

17. Miscellaneous.

         This Agreement constitutes the entire understanding and agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto. If
any provision of this Agreement, or the application thereof, shall for any
reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 17.

         IN WITNESS WHEREOF, the Company by a duly authorized officer of the
Company and Optionee have executed this Agreement on _____________, effective as
of the date of grant.

                                              CONVERGENT GROUP CORPORATION

                                              By:
                                                 -------------------------------
                                              Title:
                                                    ----------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------

                                              OPTIONEE

                                              ----------------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------


                                       4

<PAGE>   29

                                    SCHEDULES

                                       TO

               NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

Schedule

3A       Number of Shares of Stock:
                                   ------------------------

3B       Purchase Price per Share:
                                  -------------------------

4        Expiration Date:
                         ----------------------------------

6        Vesting Schedule:

                                         Number of Shares
          Date                        Which Become Exercisable

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


         Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:

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


                                       5

<PAGE>   30

                NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

                     (With Authorization for Early Exercise)

OPTIONEE:
         --------------------

DATE OF GRANT:
              ---------------

         AGREEMENT between Convergent Group Corporation (the "Company"), and the
above named Optionee ("Optionee"), an employee of the Company or a Subsidiary
thereof.

         The Company and Optionee agree as follows:

1. Grant of Option.

         Optionee is hereby granted a Nonqualified Stock Option (the "Option")
to purchase Common Stock of the Company pursuant to the Convergent Group
Corporation 1999 Stock Option Plan (the "Plan"). The Option is not intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code. The Option and this Agreement are subject to and shall be construed in
accordance with the terms and conditions of the Plan, as now or hereinafter in
effect. Any terms which are used in this Agreement without being defined and
which are defined in the Plan shall have the meaning specified in the Plan.

2. Date of Grant.

         The date of the grant of the Option is the date first set forth above,
the date of the action by the Plan Administrator in granting the same.

3. Number and Price of Shares.

         The number of shares as to which the Option is granted is the number
set forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.

4. Expiration Date.

         Unless sooner terminated as provided in Section 5.4 or Section 10 of
the Plan, the Option shall expire and terminate on the date set forth in
Schedule 4 to this Agreement, and in no event shall the Option be exercisable
after that date.

5. Manner of Exercise.

         Except as provided in this Agreement, the Option shall be exercisable,
in whole or in part, from time to time, in the manner provided in Section 8 of
the Plan.

<PAGE>   31

6. Time of Exercise.

         The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from the
date of grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.

7. Early Exercise.

         Notwithstanding the provisions of Section 6, Optionee may elect at any
time prior to the termination of Optionee's employment with the Company or a
Subsidiary thereof to exercise the Option as to any part or all of the shares
subject to this Option, including without limitation, shares with respect to
which the Option has not yet vested pursuant to Section 6; provided, however,
that (i) a partial exercise of this Option shall be deemed to apply first to
vested shares and then to the earliest vesting installment of unvested shares,
and (ii) upon exercise of the Option with respect to unvested shares, Optionee
shall execute and deliver to the Company an Early Exercise Stock Repurchase
Agreement in substantially the form attached to this Agreement as Exhibit A,
which Agreement shall apply with respect to the unvested shares. Execution and
delivery of the Early Exercise Stock Repurchase Agreement prior to the transfer
or delivery of any shares and prior to the expiration of the option period shall
be a condition precedent to the right to purchase such shares. The election
provided in this Section 7 to purchase shares prior to the vesting of the Option
shall cease upon termination of your employment with the Company or a Subsidiary
thereof and may not be exercised after the date of such termination.

8. Shareholders' Agreement.

         Upon exercise of the Option, Optionee shall execute and deliver to the
Company a Shareholders' Agreement in substantially the form attached to this
Agreement as Exhibit B. Execution and delivery of the Shareholders' Agreement
prior to the transfer or delivery of any shares and prior to the expiration of
the option period shall be a condition precedent to the right to purchase such
shares.

9. Lock-Up.

         In connection with the first underwritten registered offering of any
securities of the Company under the Securities Act of 1933, as amended (the
"Act"), Optionee will not sell or otherwise transfer or dispose of any shares of
Common Stock which are owned either or record or beneficially by the Optionee,
whether acquired upon exercise of an Option or otherwise, upon exercise of this
Option, or any shares of Common Stock acquired with respect thereto, during such
period following the effective date of the registration statement of the Company
filed under the Act as may be requested by the Company or the representative of
the underwriters for the Company; provided, however, that such restriction shall
apply only if the executive officers and directors of the Company agree with the
representatives of the underwriters not to transfer shares of Common Stock owned
by them for the same or a greater period. The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such period.

                                       2

<PAGE>   32

10. Nontransferability of Option.

         The Option is not transferable by Optionee other than by Will or the
laws of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.

11. Withholding for Taxes.

         Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option. The Company shall have the
right to deduct from any salary or other payments to be made to Optionee any
federal, state or local taxes required by law to be so withheld. The Company's
obligation to deliver a certificate representing the Common Stock acquired upon
exercise of the Option is subject to the payment by Optionee of any applicable
federal, state and local withholding tax.

12. Legends.

         Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws.

13. Employee Benefits.

         Optionee agrees that the grant and vesting of the Option and the
receipt of shares of Common Stock upon exercise of the Option will constitute
special incentive compensation that will not be taken into account as "salary"
or "compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company.

14. Amendment.

         Subject to the terms and conditions of the Plan, the Plan Administrator
may modify, extend or renew the Option, or accept the surrender of the Option to
the extent not theretofore exercised and authorize the granting of new Options
in substitution therefor, except that no such action shall diminish or impair
the rights under the Option without the consent of Optionee.

                                       3

<PAGE>   33

15. Interpretation.

         The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Plan Administrator, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.

16. Receipt of Plan.

         By entering into this Agreement, Optionee acknowledges (i) that he or
she has received and read a copy of the Plan and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.

17. Governing Law.

         This Agreement shall be construed and shall take effect in accordance
with the laws of the State of Colorado, without regard to the conflicts of laws
rules of such State.

18. Miscellaneous.

         This Agreement constitutes the entire understanding and agreement of
the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the parties with respect hereto. If
any provision of this Agreement, or the application thereof, shall for any
reason and to any extent be invalid or unenforceable, the remainder of this
Agreement and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery in
the case of personal delivery or on the delivery or refusal date as specified on
the return receipt in the case of registered or certified mail. Either party may
change its address for such communications by giving notice thereof to the other
party in conformity with this Section 18.

                                       4

<PAGE>   34

         IN WITNESS WHEREOF, the Company by a duly authorized officer of the
Company and Optionee have executed this Agreement on _____________, effective as
of the date of grant.

                                              CONVERGENT GROUP CORPORATION

                                              By:
                                                 -------------------------------
                                              Title:
                                                    ----------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------

                                              OPTIONEE

                                              ----------------------------------
                                              Address:
                                                      --------------------------
                                              ----------------------------------
                                              ----------------------------------

                                       7

<PAGE>   35

                                    SCHEDULES

                                       TO

               NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES

Schedule

3A       Number of Shares of Stock:
                                   ------------------------

3B       Purchase Price per Share:
                                  -------------------------

4        Expiration Date:
                         ----------------------------------

6        Vesting Schedule:

                                         Number of Shares
          Date                        Which Become Exercisable

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


         Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:

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

                                       6
<PAGE>   36

                             AMENDMENT NO. 1 TO THE

                          CONVERGENT GROUP CORPORATION

                             1999 STOCK OPTION PLAN

1. Plan Sponsor: Convergent Group Corporation.

2. Amendment of Plan: The following amendments to the Convergent Group
Corporation 1999 Stock Option Plan (the "Plan") are adopted, effective as
hereinafter provided:

              A. Section 5.1 shall be amended to read as follows:

              5.1 Number. The aggregate number of shares of Common Stock which
         may be issued under Options granted pursuant to the Plan shall not
         exceed 14,986,570 shares. Shares which may be issued under Options may
         consist, in whole or in part, of authorized but unissued stock or
         treasury stock of the Company not reserved for any other purpose.

              B. Section 7.3 shall be amended to read as follows:

              7.3 Option Price. The option price per share of Common Stock under
         each Option shall be determined by the Plan Administrator and stated in
         the Option Agreement. The option price for Incentive Stock Options
         granted under the Plan shall not be less than 100% of the fair market
         value (determined as of the day the Option is granted) of the shares
         subject to the Option, provided, however, that in no event shall the
         option price per share be less than the par value of the Common Stock.
         The option price for Nonqualified Stock Options granted under the Plan
         shall not be less than the par value of the shares subject to the
         Option.

              C. Section 9 shall be amended to read as follows:

              Notwithstanding any vesting requirements contained in any Option
         Agreement, upon the occurrence of a Change in Control, all outstanding
         Options granted before October 1, 1999 shall become immediately
         exercisable in full. Options granted on or after October 1, 1999 shall
         become immediately exercisable in full upon the occurrence of a Change
         in Control if and only if, and only to the extent that, (1) such
         vesting is specifically provided for in the Option Agreement between
         the Company and the Optionee, or (2) the Plan Administrator, in its
         sole discretion, chooses to make such an acceleration, either as to all
         outstanding Options or as to such Options as shall be designated by the
         Plan Administrator.

3. Effective Date: The effective date of Sections 2.B. and 2.C. of this
Amendment shall be August 13, 1999. The effective date of Section 2.A. of this
Amendment shall be January 1, 2000; provided, however, that to the extent the
Company grants options to purchase more than


<PAGE>   37

8,943,212 shares under the Plan, such grants (or the portion thereof which
exceeds 8,943,212 shares) shall be subject to the approval and ratification of
this Amendment by the shareholders of the Company not later than December 31,
2000.

4. Terms and Conditions of Plan: Except for the above amendments, all terms and
conditions of the Plan are unamended and shall remain in full force and effect.

5. Execution: This Amendment has been executed by a duly authorized officer of
the Company on the date set forth below.

                                  CONVERGENT GROUP CORPORATION

                                  By:
                                     ------------------------------------
                                  Title:
                                        ---------------------------------
                                  Date:
                                       ----------------------------------



                                       2