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                                                                   EXHIBIT 10.11


                                                           [address of property]


                                    [FORM OF]
                            MASTER LICENSE AGREEMENT(1)


         MASTER LICENSE AGREEMENT (this "Master License Agreement") made as of
the _____ day of _____, 2002, between _____, a _____ [entity type] having an
office at _____ ("Licensor"), and _____, a _____ corporation, having its
principal office at _____("Licensee").

                                   WITNESSETH:

         WHEREAS the parties desire, by this Master License Agreement, to
provide for the licensing by Licensor to Licensee of the right to use and occupy
certain areas (the "License Areas") located in certain buildings (and having the
square footage), as specified in Schedule I annexed hereto and made a part
hereof (the "Schedule"), which License Areas are located in areas leased by
Licensor (collectively the "Premises") pursuant to leases (each a "Lease") as
specified and identified in the Schedule.


         NOW, THEREFORE, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby covenant and agree as
follows:

         1. License. (a) Licensor hereby grants to Licensee a license (the
"License") to use and occupy each of the License Areas for the purposes
hereinafter provided, for the applicable "License Period" (as such term is
defined in paragraph 2 hereof).

         (b) In accordance with the Rollup Agreement dated _____, among _____
and _____ (the "Rollup Agreement"), Licensor, concurrent with or prior to the
execution hereof, has transferred to Licensee certain equipment, furniture and
fixtures, including communications and information systems equipment, cabling
and appurtenant items that was owned by

_______________

         (1) This Agreement is the form for License Areas in the United States,
and will be modified for License Areas in countries other than the United States
(with the appropriate entities as the Licensor and Licensee thereunder), as
reasonably agreed upon by the parties and as necessary to comply with local law
and custom.
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                                                                               2

Licensor and located in the License Areas, herein collectively referred to as
the "Transferred Equipment" (and certain Licensor personnel previously employed
by Licensor at certain of the License Areas may become employees of Licensee;
hereinafter such employees are referred to as "Transferred Employees"). Licensee
has inspected and is familiar with the License Areas and accepts same and the
contents thereof in their "as is" condition as of the "Commencement Date" (as
hereinafter defined). Licensor shall not be required to perform any work or
furnish any materials in order to prepare same for Licensee's occupancy, except
as may be specified in the Schedule.

         (c) If, following the date hereof, Licensor and Licensee desire to have
additional space(s) licensed as License Area(s) hereunder, they may execute an
amendment to the Schedule setting forth the pertinent data with respect to such
additional space(s), and upon execution and delivery of such amendment, the
additional space(s) specified therein shall automatically become License Area(s)
subject to the terms and provisions of this Master License Agreement, and the
amended Schedule shall thenceforth constitute the Schedule.

         2. License Period. (a) The License Period for each of the License Areas
shall commence on the date of the Closing (as defined in the Rollup Agreement)
with respect to the country in which such License Area is located (the
"Commencement Date") (or any other Commencement Date specified in any amendment
to the Schedule) and, subject to the provisions of subparagraphs (b) and (c)
below (as and to the extent applicable), shall expire (subject to sooner
termination as hereinafter provided) on the expiration date for each License
Area set forth in the Schedule (each an "Expiration Date") [one day prior to the
expiration date of the current term (i.e., exclusive of any extant renewal
options) of the applicable Lease or such earlier date, if any, which would be
the date on which the Lease could be sooner terminated pursuant to a specific
termination option (excluding a termination option in the event of casualty or
condemnation) afforded Licensor, as Tenant under the Lease, and not conditioned
on the payment of any monies (in the nature of a termination payment) by
Licensor to Landlord (irrespective of whether Licensor actually exercises such
termination option)].

         (b) In the event the term of the lease covering a particular License
Area (the "Lease") shall sooner terminate in accordance with the provisions
thereof (e.g., by reason of casualty or condemnation, and the landlord of such
Lease, shall exercise a right of termination contained in such
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                                                                               3

Lease, or Licensor, as the Tenant thereunder, in the event of casualty or
condemnation, shall exercise a right of termination thereunder), the License
Period for such License Area shall automatically terminate on the date of such
termination of the Lease to Licensor. Licensor shall give Licensee reasonable
prior notice of any such termination.

         (c) In the event the Lease covering premises of which a particular
License Area is part affords Licensor, as Tenant thereunder, a right to
terminate the term of the Lease(independent of casualty or condemnation)
conditioned on the payment by Tenant to Landlord of monies in the nature of a
termination payment (hereinafter, a "Termination Payment"), Licensor shall not
exercise such right so as to terminate the Lease during the License Period
unless Licensor shall first have obtained Licensee's prior written consent
thereto, which consent may be withheld in Licensee's sole and arbitrary
discretion.

         [THE FOLLOWING SUBPARAGRAPH (d) SHALL APPLY ONLY WITH RESPECT TO THOSE
    LICENSE AREAS WHERE [MCS], AS OF JULY 1, 2001, HAD 25 OR FEWER EMPLOYEES AND
    THEN OCCUPIED SPACE (NOW COMPRISING A LICENSE AREA) THAT CONSTITUTED 25% OR
    LESS OF THE APPLICABLE PREMISES UNDER THE APPLICABLE LEASE.]

         (d) Licensee shall have the right to terminate the License Period with
respect to each License Area where it is indicated on the Schedule to be
"Terminable" or by a "T" on not less than 60 days' prior written notice to
Licensor, and, in the event Licensee gives such termination notice to Licensor,
the License Period shall expire with respect to the applicable License Area on
the termination date specified in said notice, with the same force and effect as
if such date were originally provided herein as the expiration date of the
License Period with respect to the applicable License Area.

         (e) Licensor shall not agree to an amendment to any Lease which will
increase Licensee's obligations or surrender Licensee's rights hereunder or have
a material adverse effect on Licensee's occupancy of the License Area covered
thereby or Licensee's permitted use of the particular License Area, unless
Licensor shall first obtain Licensee's prior written consent thereto, which
consent shall not be unreasonably withheld or delayed.

         3. License Fee. (a) Subject to the provisions of subparagraph (b)
below, throughout the License Period, Licensee shall pay a license fee for each
License Area at the annual rate specified in the Schedule with respect to
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                                                                               4

such License Area (the "License Area License Fee"). The License Area License Fee
for each License Area shall be paid, in advance, in equal monthly installments,
on the first day of each calendar month occurring during the applicable License
Period, with equitable proration being made if the License Period for any
License Area shall commence (or end) on other than the first day (or last day)
of a calendar month. At the election of Licensee, in its sole discretion,
payment of the License Area License Fee for all License Areas may be made in one
transaction by check (of Licensee) or electronic means pursuant to prior
arrangement with Licensor for the aggregate amount thereof, and all such
payments shall be sent to _____, or to such other place and/or to such other
person or entity as Licensor may direct by 30 days' prior written notice given
to Licensee.

         (b) Notwithstanding the provisions of subparagraph (a) above, but
subject to the provisions of subparagraph 2(e) above, Licensor, at any time and
from time to time, during the License Period for each License Area, may elect,
on not less than 120 days' prior written notice (the "Increase Notice") given to
Licensee, to increase the License Area License Fee for such License Area to
reflect actual increases in rent, additional rent and other charges under the
applicable Lease to an amount (the "Increased Fee Amount") specified in the
Increase Notice effective as of a date also specified therein (the "Increase
Effective Date"); provided, however, that Licensor shall not increase the
License Area License Fee for any License Area pursuant to the provisions of this
paragraph more than twice in any 12-month period. If Licensor shall give the
Increase Notice with respect to any License Area, then, automatically on the
Increase Effective Date, the License Area License Fee for such License Area
shall be increased to the Increased Fee Amount (which shall thenceforth be the
License Area License Fee for such License Area, subject to further increase or
(change) in accordance with the provisions of this subparagraph (b) (or this
Master License Agreement)). Together with the Increase Notice, Licensor shall
provide Licensee with reasonable documentation which evidences such increases in
rent, additional rent and other charges.

         (c) In the event there shall be a decrease in the rent, additional rent
and other charges payable under the applicable Lease which are incurred by
Licensor and utilized in computing the License Fee, Licensor shall equitably
reduce the License Fee effective as of the date of the applicable decrease in
the underlying rent, additional rent and other charges under the applicable
Lease forming the basis for the License Fee. If Licensee has paid the License
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                                                                               5

Fee based upon the underlying rent, additional rent and other charges under the
applicable Lease applicable prior to such decrease, then Licensor shall (not
later than 30 days after the effective date of the applicable decrease) make an
appropriate refund (or, if License Fees remain to be paid under this Agreement,
at Licensor's election, a credit against the License Fees next becoming due
under this Agreement). Upon Licensee's request made from time to time, Licensor
shall afford Licensee the right to inspect and make copies of Licensor's
pertinent records relating to rent and additional rent paid by Licensor under
the Lease, based on which Licensee was billed and paid the License Area License
Fee and additional rent hereunder, and to receive a refund or credit as provided
above if any audit discloses that Licensor overcharged Licensee, or failed to
remit to Licensee a refund or credit as provided above. This paragraph 3(c)
shall survive the expiration or sooner termination of this Master License
Agreement.

         4. Services. [THIS PARAGRAPH 4 IS SUBJECT TO CONFORMANCE WITH THE
SERVICE LEVEL AGREEMENT AND THE MASTER TRANSITION SERVICES AGREEMENT.] (a) With
respect to any License Area which forms part of a larger Premises leased by
Licensor from a third-party landlord, Licensee acknowledges that in some leased
locations, the third-party landlord provides services to such License Area.
Licensor shall reasonably cooperate with Licensee so as to enable Licensee to
obtain such services, but the foregoing shall not require Licensor to institute
any action or proceeding against such landlord. To the extent that any services
to any License Area forming part of a larger Premises leased to Licensor have
been supplied directly by Licensor, then Licensor shall continue to provide such
services to such License Area during the License Period. Included among such
services (to the extent not provided by such third-party landlord) are
[electricity, HVAC, cleaning services, security and life safety systems, and
such emergency power systems as currently exist for any License Area]. Licensor
shall provide such services to a License Area in substantially not less than the
same manner and quality as Licensor has provided same to such License Area prior
to the Commencement Date or in the same manner and quality as Licensor provides
such services to itself.

         (b) IN THE EVENT THE SERVICE LEVEL AGREEMENT OR THE TRANSITION SERVICES
AGREEMENT (AS SUCH TERMS ARE DEFINED IN THE ROLLUP AGREEMENT, HEREINAFTER,
COLLECTIVELY , THE "AGREEMENTS") PROVIDES THAT LICENSOR IS REQUIRED TO PROVIDE
SPECIFIED SERVICES ("AGREEMENTS' SERVICES")TO A PARTICULAR LICENSE AREA (OVER
AND ABOVE THOSE PROVIDED BY THE APPLICABLE LEASE LANDLORD OR SPECIFICALLY
PROVIDED HEREIN TO
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                                                                               6

BE PROVIDED BY LICENSOR) WITH PAYMENT THEREFOR TO BE MADE BY LICENSEE IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENTS, NO CHARGE FOR SUCH AGREEMENTS'
SERVICES SHALL BE MADE PURSUANT TO THIS MASTER LICENSE AGREEMENT (WHETHER AS
PART OF THE LICENSE FEE FOR SUCH LICENSE AREA OR OTHERWISE). (IT IS THE
INTENTION OF THE PARTIES THAT THERE SHALL BE NO "DOUBLE BILLING" FOR SERVICES
PROVIDED TO A PARTICULAR LICENSE AREA PURSUANT TO THIS MASTER LICENSE AGREEMENT,
AND THE AGREEMENTS' SERVICES PROVIDED TO SUCH LICENSE AREA PURSUANT TO THE
AGREEMENTS.)

         5. Use. The License Areas shall be used for the operation of the
Consulting Business (as defined in the Rollup Agreement), including the
operation of computer and telecommunication equipment, and for office and
administrative purposes and for such operations and uses (permitted by the
Lease) as were conducted in each of the License Areas by Licensor during the one
year period prior to the date hereof (but for no other purpose except as may be
reasonably agreed upon in writing by Licensor and Licensee). Licensor may enter
upon the License area at all reasonable times on reasonable prior notice to
examine the condition thereof, but such right shall be exercised in such
reasonable manner as will not interfere with the conduct of Licensee's business.
Nothing contained herein shall require Licensee to use and occupy a particular
License Area except to the extent that use and occupancy of such License Area is
required of Licensor pursuant to the applicable Lease.

         6. Compliance with Law; Observance of Lease Provisions. (a) Licensee
shall promptly comply with all present and future applicable laws and
regulations of all state, Federal, municipal and local governments, departments,
commissions and boards and any direction of any public officer pursuant to law,
and all orders, rules and regulations of any Board of Fire Underwriters or any
similar body (all of the foregoing being hereinafter collectively referred to as
"Laws") having jurisdiction which shall impose any violation, order or duty upon
Licensor, any landlord of Licensor or Licensee with respect to any License Area,
to the extent only, however, that such compliance relates to Licensee's manner
of use of such License Area as opposed to the mere use for the purposes herein
permitted.

         (b) To the extent the Licensee is not required to comply with any Laws
pursuant to subparagraph (a) above, Licensor shall comply with such Laws
applicable to any License Area or, if applicable, Licensor shall exercise
reasonable efforts to require its third-party landlord to comply with such Laws
(to the extent such compliance is the
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                                                                               7

obligation of such landlord under the terms of its Lease to Licensor).

         (c) Licensee shall not violate applicable provisions of the Lease
governing the manner of use of the License Area, the use of Building elevators,
Building common areas, and similar provisions, so as not to cause a default
thereunder.

         7. Access. Subject to the terms of the Lease, Licensee, its employees,
contractors and agents shall have the right of 24-hours-per-day, 7-days-per-week
access to the License Area. Licensee shall observe and faithfully comply with
all existing rules and regulations as well as reasonable rules and regulations
including, without limitation, security policies and procedures, as Licensor or
its third-party landlord may establish from time to time (and of which Licensee
is notified) with respect to the use of and such access to the License Areas.

         8. Repairs. Licensee, throughout the License Period, shall take good
care of each License Area and the fixtures and appurtenances therein. Licensee
shall also be responsible for the cost to repair any damage other than damage
from the elements, fire or other casualty to the building of which such License
Area forms a part or caused by Licensor or a third-party landlord or their
respective, agents, employees, sublessees, licensees (other than Licensee) or
invitees. Licensor shall make (if required by the Lease), or exercise reasonable
efforts to cause to be made by any third-party landlord responsible for such
repairs, all necessary structural and other repairs (for which Licensee is not
responsible pursuant to the provisions hereof) to each License Area (but the
foregoing parenthetical clause shall not require Licensor to pay any additional
sums to such third-party landlord or to institute any action or proceeding
against such landlord).

         9. Damage and Destruction. (a) Neither Licensor nor Licensee shall have
any responsibility in the event of any damage to or theft of any equipment or
property of the other party, and the party incurring such loss shall look to its
own insurance coverage, if any, for recovery in the event of any such damage,
loss or theft.

         (b) If any License Area is destroyed or damaged by fire or other
casualty, the License Area License Fee applicable to such damaged License Area
shall abate (entirely if all of the License Area is damaged and rendered
untenantable and proportionately if only a portion of the License Area is
damaged and rendered untenantable in both
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                                                                               8

cases, only to the extent that Licensor's rent under the Lease is also abated)
from the date of the casualty to the date by which (as provided in the Lease
covering the License Area) the Lease landlord or Licensor shall have repaired
and restored the License Area or damaged portion thereof (but not Licensee's
property and equipment therein). If the casualty or damage occasioned to a
License Area, or to the Premises of which the damaged License Area forms a part,
shall be so extensive as to entitle either or both of the Lease landlord and
Licensor to terminate the Lease, and either such landlord or Licensor shall
terminate the Lease therefor in accordance with the terms thereof, then this
Master License Agreement with respect to such License Area shall automatically
terminate on the Lease termination date, as provided in paragraph 2(c) hereof.

         10. Insurance/Indemnity. (a) Licensor and Licensee shall each, at their
own cost and expense, maintain and keep in force at all times for each License
Area during the applicable License Period:

         (i) commercial general public liability insurance, under a policy for
    the benefit of and naming Licensor, Licensee, the landlord under the
    applicable Lease (and such landlord's lender and property manager, if
    identified in writing) as additional insureds, covering any liability for
    bodily injury, personal injury (including death) and property damage arising
    out of Licensor's or Licensee's operations, its assumed liability under this
    Master License Agreement (including contractual indemnities), and their
    respective use, manner of use and occupancy of, in the case of Licensor, the
    Premises, and, in the case of Licensee, the License Area, or other portions
    of the Premises utilized by Licensee, e.g., for access, lavatory use), with
    limits of liability thereunder of not less than the amount of $5 million,
    combined single limit; such insurance may be carried under a blanket policy
    covering the aforementioned areas and other locations of Licensor and
    Licensee, respectively, if the required amount of coverage for the Premises
    and License Area is not affected as a result of a claim involving another
    location;

         (ii) property insurance covering all trade fixtures, office equipment,
    merchandise and other items of Licensor's or Licensee's property located
    within, in the case of Licensor, the Premises, and, in the case of Licensee,
    the License Area; and
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                                                                               9

         (iii) Employers' Liability and Worker's Compensation Insurance to the
    extent required by the Laws of each state in which a License Area is
    located.

         (b) Property insurance policies shall be written on an "all risk" of
physical loss or damage basis, for the full replacement cost of the covered
items and in amounts that meet any co-insurance clause of the policies of
insurance.

         (c) Licensee shall include a waiver of Licensee's insurer's rights of
subrogation in each of its property insurance policies, and further agrees to
such waivers and releases for the benefit of Licensor and the applicable Lease
landlord. Licensor shall include, for the benefit of Licensee, a waiver of
Licensor's insurer's rights of subrogation in each of its property insurance
policies covering Licensor's property at the Building, and further agrees to
such waivers and releases, for the benefit of Licensee.

         (d) Licensee shall name Licensor as an additional insured in Licensee's
commercial general liability insurance polices with respect to the Premises, and
Licensor shall name Licensee as an additional insured in Licensor's commercial
general liability insurance polices with respect to the Premises.

         (e) Promptly after the date hereof and thereafter, at least 15 days
before the effective date of renewal of any such policy, as applicable, Licensee
shall deliver to Licensor, and Licensor shall deliver to Licensee, duplicate
originals of the aforesaid policies, or a certificate evidencing such insurance.
The policies or certificates, as the case may be, shall contain an endorsement
that such insurance may not be canceled or modified except upon 30 days' prior
notice to Licensor.

         (f) Notwithstanding the foregoing, Licensee (but only so long as
Licensee is the named Licensee (or any affiliate or subsidiary insured under the
named Licensee's (or, if applicable, the named Licensee's_Parent's)
self-insurance policy) and the named Licensor (or any affiliate or subsidiary
insured under the named Licensor's (or, if applicable, the named Licensor's
Parent's) self-insurance policy) may, upon notice to the other, elect to
self-insure and be liable to cover any claims which would otherwise be payable
hereunder by a third-party insurer.

         (g) Indemnification of Licensor. Licensee shall indemnify, defend and
hold Licensor, and any partner,
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                                                                              10

officer, agent, employee and director of Licensor (the "Licensor Indemnitees")
harmless from and shall defend Licensor Indemnitees against all claims made or
judicial or administrative actions filed which allege that any one of the
Licensor Indemnitees is liable to the claimant by reason of (i) any injury to or
death of any person, or damage to or loss of property, or any other thing
occurring on or about any License Area or any Premises, or in any manner growing
out of, resulting from or connected with the use, condition or occupancy of, the
License Area or any Premises, if caused by any act or omission of Licensee or
its agents, partners, contractors, employees, permitted assignees, licensees,
sublessees, invitees or any other person or entity for whose conduct Licensee is
legally responsible, (ii) violation by Licensee of any contract or agreement to
which Licensee is a party in each case affecting any License Area or the
occupancy or use thereof by Licensee, (iii) violation of or failure to observe
or perform any condition, provision or agreement of this Master License
Agreement on Licensee's part to be observed or performed hereunder, and (iv)
Licensee's manner of use and occupancy of the License Area, except to such
extent that any such claim arises from the negligence or wilful misconduct of
Licensor.

         (h) Indemnification of Licensee. Licensor shall indemnify, defend and
hold Licensee, and any partner, officer, agent, employee and director of
Licensee (the "Licensee Indemnitees") harmless from and shall defend Licensee
Indemnitees against all claims made or judicial or administrative actions filed
which allege that any one of the Licensee Indemnitees is liable to the claimant
by reason of (i) any injury to or death of any person, or damage to or loss of
property, or any other thing occurring on or about any License Area or any
Premises, or in any manner growing out of, resulting from or connected with the
use, condition or occupancy of such License Area or Premises, if caused by any
act or omission of Licensor or its employees, partners, agents, contractors,
permitted assignees, licensees, sublessees, invitees or any other person or
entity for whose conduct Licensor is legally responsible; (ii) violation of or
failure to observe or perform any condition, provision or agreement of this
Master License Agreement on Licensor's part to be observed or performed
hereunder; (iii) violation by Licensor of any contract or agreement to which
Licensor is a party, in each case affecting any License Area or Premises or the
occupancy or use thereof by Licensor; and (iv) Licensor's manner of use and
occupancy of that portion of the Premises exclusive of the License Area, except
to such extent that any such claim arises from the negligence or wilful
misconduct of Licensee.
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                                                                              11

         11. Assignment; Sublicensing. (a) Except as provided in subparagraph
(b) hereof, the License granted hereby is personal to Licensee and shall not be
assigned nor shall Licensee sublicense or otherwise permit or suffer the
occupancy of any License Area by any third party (except an "Affiliate" (as such
term is defined in the Rollup Agreement) of Licensee, notice of which shall be
promptly given to Licensor) without first obtaining the prior written consent of
Licensor and if required by the applicable Lease, the Lease landlord. Further,
and notwithstanding anything to the contrary contained herein, but subject to
obtaining any required consent of the applicable Lease landlord Licensee shall
have the right to assign or sublicense this Master License Agreement to any
Affiliate of Licensee or to any entity which shall purchase the business
conducted in the Licensed Areas, notice of which shall promptly be given to
Licensor.

         (b) Licensor agrees that Licensor will not assign any Lease covering a
License Area or sublet or license any other portion of the Lease Premises (not
constituting part of the License Area) to an "MCS Competitor", as such term is
defined in subparagraph (e) below (but the foregoing shall not preclude Licensor
from assigning such Lease or subletting or licensing all or any portion of the
Lease Premises (not constituting the License Area) to an Affiliate of Licensor.
[THE FOLLOWING PROVISIONS OF THIS SUBPARAGRAPH (B) SHALL ONLY BE APPLICABLE IN
INSTANCES WHERE THE RENTABLE SQUARE FOOTAGE OF A PARTICULAR LICENSE AREA IS
[75%] OR MORE OF THE RENTABLE SQUARE FOOTAGE OF THE PARTICULAR PREMISES IN WHICH
SUCH LICENSE AREA IS LOCATED.] In the event that Licensor shall desire to assign
the Lease covering a License Area or sublet or license all or any portion of the
Lease Premises not constituting the License Area, to any Person other than an
Affiliate or an MCS Competitor, Licensor shall first notify Licensee of such
desire (the "Licensor Offer Notice"), specifying therein the desired effective
date (the "Licensor Desired Effective Date") of the assignment or subletting or
license, as the case may be, which Licensor Desired Effective Date shall not be
sooner than 60 days after the giving of the Licensor Offer Notice, and, in the
case of a proposed sublicensing or subletting, specifying whether the sublease
or license is to be for all of the Premises (other than the License Area) or a
portion thereof (in either case, the "Licensor Desired Sublet/License Area"),
and, in the case of a desired subletting or license of such a portion of the
Premises, the rentable square footage of such portion, which shall be identified
on a floor plan annexed to the Licensor Offer Notice. Licensee shall have the
option ("Licensee's Capture Option"), to be exercised, if at all, by notice (the
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                                                                              12

"Licensee Exercise Notice") given to Licensor within 30 days of Licensee's
receipt of the Licensor Offer Notice, if the Licensor Offer Notice refers to a
desired assignment, to require Licensor (subject to obtaining any required
consent of the Landlord) to assign the applicable Lease to Licensee effective as
of the Licensor Desired Effective Date, or, if the Licensor Offer Notice refers
to a desired subletting or licensing of only a portion of the Premises, to
require Licensor (subject to obtaining any required consent of the Landlord) to
sublease or license, as the case may be, such portion to Licensee effective as
of the Licensor Desired Effective Date, upon the terms and conditions of the
License Area License made applicable thereto. If Licensee shall not give the
Licensee Exercise Notice within such 30-day period, time being deemed of the
essence, Licensee's Capture Option shall lapse, and Licensor may proceed and
attempt to find, as contemplated in the Licensor Offer Notice, a Person (not an
MCS Competitor) to which Licensor will assign the Lease or sublet or license the
Licensor Desired Sublet/License Area. If Licensor shall not find such a Person
within one year of the Licensor Offer Notice, Licensor shall be required to give
a new Offer Notice to Licensee in the event Licensor shall still wish to assign
the Lease or sublet or license all or any portion of the Premises not
constituting the License Area.

         (c) The term "MCS Competitor" shall include [up to eight entities,
whose names shall be provided by Licensee and which shall not include any
Affiliate of Sublessor].

         12. Alteration; Restoration. (a) No alterations may be made by Licensee
to any License Area without first obtaining (i) the prior written consent of
Licensor, which, except as provided in subparagraph (b) below, may be withheld
in Licensor's sole and arbitrary discretion, and (ii) if required by the Lease,
the prior written consent of the landlord of the Lease.

         (b) If Licensee shall desire to make any nonstructural alterations,
Licensee shall notify Licensor thereof, providing with such notice a reasonably
detailed description of the nature and extent of such desired nonstructural
alterations (the "Nonstructural Alterations Request Notice"). Licensor, subject
to subparagraph (c) below, shall adopt a reasonably cooperative attitude in
considering Licensee's Nonstructural Alterations Request Notice, and may request
further information, and, where reasonably necessary for review (in view of the
nature and extent of the Nonstructural Alterations Request Notice) detailed
plans and specifications.
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                                                                              13

         (c) Licensor, at the time of giving consent to any alterations by
Licensee, shall notify Licensee if any such alterations must be removed and the
affected License Area restored, at the expiration or sooner termination of the
applicable License Period.

         (d) Subject to obtaining the prior written consent of the Lease
landlord, if required pursuant to the terms of the Lease covering such License
Area, Licensee, from time to time, may change and add to computer and other
equipment and install communications wiring related thereto, including but not
limited to, telephone lines, and install trade fixtures, furnishings and items
of a decorative nature without obtaining Licensor's consent, so long as such
changes, alterations and installations do not involve alterations to the License
Area (and so long as all items installed by Licensee, including fixtures, are
removed at the end of the applicable License Period, and all damage occasioned
by such removal is promptly repaired). Further, Licensee without Licensor's
consent (but subject to the obtaining of any required, by the applicable Lease,
landlord consent thereto, may arrange for the telephone company to install a
"Demark" in any equipment closet within the License Area (provided same does not
involve alterations to the License Area, in which event Licensor's consent as
aforesaid shall be required, which consent shall not be unreasonably withheld,
conditioned or delayed) and Licensee shall give prior notice to Licensor of any
such installation which shall be subject to reasonable rules and regulations
then established by Licensor relating to same.

         13. Default. If either party defaults in the performance of any of its
obligations hereunder with respect to any License Area and such default
continues for more than 15 days in the case of a monetary default with respect
to the License Fee, and 30 days with respect to any other monetary default
hereunder, and 30 days in the case of a nonmonetary default, in all cases after
receipt of written notice from the nondefaulting party (except that if such
nonmonetary default cannot be reasonably cured with the exercise of reasonable
diligence during said 30-day period, such period shall be extended for
reasonable additional time, provided that the defaulting party has commenced to
cure such default within the 30-day period and proceeds diligently thereafter to
effect such cure), the nondefaulting party shall have the right to terminate the
License herein granted with respect to such License Area and pursue any other
remedies available at law or in equity, except as limited in paragraph 14
hereof.
<PAGE>
                                                                              14

         14. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS MASTER LICENSE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
INCLUDING LOSS OF GOODWILL OR LOSS OF PROFITS.

         15. Notices. (a) Any notice, demand or request under this Master
License Agreement shall be in writing, shall be addressed as hereinafter
provided and delivered by registered or certified mail (return receipt
requested) which is deposited in a United States general or branch post office,
or delivered by reputable overnight commercial carrier (e.g., Federal Express)
or hand-delivered and shall be deemed effective upon receipt. Any notice, demand
or request by Licensor to Licensee shall be addressed to Licensee at its address
stated in the preamble hereto, Attention of _____, with a copy sent
simultaneously to Licensee, at such address, Attention of _____, unless
otherwise directed in writing by Licensee by notice similarly given.

         (b) Any notice, demand or request by Licensee to Licensor shall be
addressed to Licensor at its address stated in the preamble hereto, Attention of
_____, with a copy sent simultaneously to Licensor, at such address, Attention
of _____, unless otherwise directed in writing by Licensor by notice similarly
given.

         (c) Rejection or other refusal to accept, or the inability to deliver
because of a changed address of which no notice was given, shall be deemed to be
receipt of the notice, demand or request sent.

         16. Quiet Enjoyment. Licensor covenants and agrees that, so long as
Licensee shall pay the License Area License Fee for each License Area as and
when due and shall otherwise fully, faithfully and timely observe and perform
the agreements, covenants and conditions of this Master License Agreement on its
part to be observed and performed with respect to each License Area, Licensee
shall and may peaceably and quietly have, hold and enjoy such License Area for
the License Period, as same may be extended, without disturbance, hindrance,
ejection or molestation by, or from Licensor (subject, however, to the
provisions hereof) or any one claiming by, through or under Licensor.

         17. Waiver of Subrogation. Licensor and Licensee each hereby waives its
respective right of recovery against the other and each releases the other from
any claim for damage to property arising out of loss, damage or destruction to
any License Area or Premises, and contents
<PAGE>
                                                                              15

thereon or therein, whether or not such loss, damage or destruction may be
attributable to the fault or negligence of either party or its respective
agents, invitees, contractors or employees. Each property insurance policy
carried by either party shall include a waiver of the insurer's rights of
subrogation against the party hereto who is not an insured under said policy.
Each party shall look solely to the proceeds of its respective property
insurance policy (and to its own funds to the extent it is self-insured) to
compensate it for any property loss, damage or destruction.

         18. Surrender. On or before the Expiration Date for each License Area,
Licensee shall vacate and surrender full and complete possession of such License
Area to Licensor, vacant and broom clean and in substantially the same condition
as existed on the Commencement Date, except as provided for to the contrary in
paragraph 12 hereof, subject, however, to ordinary wear and tear, damage by the
elements, fire or other casualty. Except as expressly provided in paragraph 12
hereof and in this paragraph 18, Licensee shall not be required to restore,
alter or improve any License Area, upon or in connection with the expiration of
this Master License Agreement.

         19. Subordination. The License granted herein with respect to any
License Area is subject and subordinate to all ground and underlying leases
affecting the real property of which such License Area forms a part and to all
mortgages which may now or hereafter affect such leases or such real property.

         20. Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PARTIES DO
NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS MASTER LICENSE
AGREEMENT, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

         21. Inability To Perform. Neither party shall be responsible for delays
in the performance of its obligations caused by events beyond that party's
reasonable control, including, but not limited to, acts of God.

         22. Good Faith. The License Areas are some _____ in number, and consist
of areas which are of such configuration or are not of such size as to justify,
in either case, in the opinion of the parties, entering into formal leases
and/or subleases covering each of the License Areas. The parties have therefore
entered into this Master License Agreement which, the parties recognize, is not
dispositive of all matters and issues that may arise during
<PAGE>
                                                                              16

the License Period with respect to each of the License Areas. As and when issues
and matters arise during the course of the License Period with respect to one or
more License Areas that are not definitively controlled by the provisions of
this Master License Agreement, the parties shall act reasonably and in good
faith endeavor to adjust and resolve such issues and matters.

         23. No Contact With Landlord. Licensee shall not, directly or
indirectly, communicate with or have contact of any kind with the applicable
Lease landlord with respect to any License Area or landlord services or repairs
or maintenance to be provided to such License Area or with regard to the
Premises or the Lease or building common areas or amenities or parking or access
or use of building elevators or otherwise (the only exception to the foregoing
being if Licensee shall wish to lease space in the Premises building) the
intention hereof being that any communications or contact regarding any of the
foregoing (except with regard to a separate leasing of space in such building by
Licensee) shall be made solely to Licensor.

         24. Signage. Subject to obtaining any required consent of the
applicable Lease landlord, (i) Licensor shall permit Licensee to have
directional wall signs (whose size, composition and content shall be subject to
Licensor's prior approval, which shall not be unreasonably withheld) to be
installed in the corridor of the floor(s) on which a License Area is located,
and (ii) Licensor shall afford Licensee its pro rata share (based on the ratio
of the rentable square footage of the particular License Area to the rentable
square footage of the applicable Lease Premises of which such License Area forms
a part) of the listings on, if any, the Directory Board of the License Area
building afforded Licensor pursuant to the applicable Lease.

         [IF THE APPLICABLE LEASE DOES NOT SPECIFICALLY AFFORD LICENSOR ANY
PARKING SPACES, DELETE THE FOLLOWING PARAGRAPH 25. IF SUCH LEASE SPECIFICALLY
AFFORDS LICENSOR PARKING SPACES WITHOUT CHARGE, THEN INSERT THE FOLLOWING
PARAGRAPH 25, WITH LICENSEE BEING AFFORDED ITS PROPORTIONATE SHARE OF SUCH
PARKING SPACES. IF A CHARGE IS MADE UNDER THE APPLICABLE LEASE FOR PARKING
SPACES, THEN MODIFY THE FOLLOWING PARAGRAPH 25 TO PROVIDE THAT SUBLESSEE WILL
PAY, AS ADDITIONAL RENT, THE PARKING FEES FOR THE PARKING SPACES ALLOCABLE TO
THE SUBLEASED PREMISES. IN ADDITION, MAKE SUCH OTHER MODIFICATIONS TO THE
FOLLOWING PARAGRAPH 25 AS MAY BE REQUIRED BY SPECIFIC PROVISIONS OF THE
APPLICABLE LEASE APPLICABLE TO PARKING.]
<PAGE>
                                                                              17

         25. Parking. Subject to the obtaining of any required Lease landlord's
consent Licensor shall provide , without charge to Licensee (unless a charge is
made to Licensor therefore pursuant to the terms of such Lease, in which case,
such charge shall be paid by Licensee to Licensor as and when required to be
paid by Licensor to landlord) Licensee's pro rata share (based on the ratio of
the square footage of the particular License Area to the square footage of the
Premises of which the License Area forms a part) of any parking spaces afforded
Licensor pursuant to the terms of the applicable Lease.

         26. Right To Relocate. (a) During the License Period, Licensor may
elect to relocate Licensee from a particular License Area to other space (the
"Substitute License Area") within the Premises in which the particular License
Area is located, or the site of which such Premises forms a part, by giving
Licensee at least 90 days' prior written notice. In accomplishing such
relocation, Licensor and Licensee shall reasonably cooperate with one another
(and consult with one another in good faith as to the timing of the relocation)
so as to reduce or limit, insofar as reasonably possible, the effects of the
necessary disturbance/disruption of Licensee's operations conducted at the
License Area. In furtherance of the foregoing, Licensor, at Licensor's sole cost
and expense, shall duplicate in the Substitute License Area the layout,
improvements, and equipment contained in the License Area (including, without
limitation, Licensee's local area networking cabling), and, with Licensee's
cooperation, shall cause same to be operational and functional (to at least
substantially the same standard as exists in the License Area prior to the
actual relocation). Such relocation notice shall specify the effective date of
the relocation and the space to which Licensee is being relocated, and Licensee
shall surrender the License Area in accordance with the provisions of paragraph
18 hereof on or before the stated effective date.

         (b) Failure of Licensee to surrender the License Area shall constitute
a default hereunder. The Substitute License Area shall be substantially similar
to the License Area and contain square footage that is not less than the
existing square footage of rentable area of the License Area. Licensor shall be
responsible for any work in the Substitute License Area necessary to make it
comparable to the License Area, which work shall be completed prior to the
stated effective date. Licensor shall be liable for any moving expenses or any
other direct costs incurred by Licensee by reason of such relocation (including,
without limitation, the physical duplication of the layout and
<PAGE>
                                                                              18

equipment as referenced in subparagraph (a) above and all design and engineering
costs and fees therefor), but shall not be liable for indirect, special,
consequential or other similar costs and losses. On the stated effective date of
any such relocation, all references to the License Area herein shall be deemed
to mean the Substitute License Area, and all of the terms, covenants and
conditions hereof (including the License Fee) shall apply to the Substitute
License Area.

         27. No Consequential or Punitive Damages. Notwithstanding anything to
the contrary contained herein, neither Licensor nor Licensee shall be liable to
the other for any indirect, special, consequential or punitive damages arising
out of any act or omission by either party in their respective capacities as
Licensor and Licensee hereunder.

         28. Miscellaneous. (a) Counterparts. This Master License Agreement may
be executed in two or more counterparts, each of which will be deemed to be an
original, but all of which together will constitute one and the same instrument.

         (b) Governing Law. This Master License Agreement shall, with respect to
each License Area, be governed by and construed in accordance with the laws of
the particular state in which each License Area is located.

         (c) Section Headings. The section titles herein are for convenience
only and do not define, limit or construe the contents of such sections.

         (d) Attachments and Exhibits. All attachments and exhibits to this
Master License Agreement are hereby made a part hereof as if fully set out
herein.

         (e) Severability. If any provision or provisions in this Master License
Agreement is/are found to be in violation of any law or otherwise unenforceable,
all other provisions will remain unaffected and in full force and effect.

         29. Nonliability. Licensor and Licensee agree that neither their
respective directors, officers, employees, shareholders nor any of their
respective agents shall have any personal obligation hereunder, and that
Licensor and Licensee shall not seek to assert any claim or enforce any of their
rights hereunder against such directors, officers, employees, shareholders or
agents.
<PAGE>
                                                                              19

         30. Binding Effect. This Master License Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, and shall not be modified except by an express written
agreement signed by duly authorized representative of both parties.

         31. Reference to Arbitration. If a dispute between Licensor and
Licensee arises in connection with this Agreement or a particular License Area,
Licensor and Licensee shall resolve the same in the manner provided in and
pursuant to the provisions of Section 13.12(b) of the Rollup Agreement dated
April __, 2002 (the "Rollup Agreement"), among "Local Firm",
PricewaterhouseCoopers International Limited, PwC Consulting SCA, and "The
Noncompete Parties" (as such terms are defined therein).

         32. Consent of Landlord. The Rollup Agreement, sets forth the agreement
of the parties with respect to the obtaining of the applicable Lease landlord's
consent with respect to the within License of a particular License Area.

         33. Notwithstanding anything to the contrary contained herein, in the
event Licensee shall wish to discontinue using a particular License Area prior
to the expiration of the License Period applicable thereto, Licensee may notify
Licensor thereof specifying in its notice the date (the "Vacating Date") when it
has vacated or will vacate such License Area, and offering to Licensor in such
notice a right to terminate the License Period with respect to such License Area
effective as of a date, if any, occurring during such License Period when (i)
Licensor or any "Affiliate" of Licensor (as such term is defined in the Rollup
Agreement, hereinafter defined) shall enter into actual possession of such
License Area to use same in the conduct of its business operations, or (ii)
Licensor shall procure a third party to license (or sublease or otherwise rent)
the use of such License Area (the date upon which Licensor or its Affiliate
enters into actual possession of such License Area, and the date upon which any
third party commences to pay a license fee or sublease rent or other payment to
Licensor for the use of such License Area is hereinafter collectively referred
to as the "Reuse/Reletting Date"). Upon receipt of such notice from Licensee,
Licensor shall have the right, but not the obligation, to terminate, by notice
given to Licensee (the "Sooner Termination Notice") the License Period effective
as of a date (the "Sooner Termination Date") occurring on or after the Vacating
Date. If the Reuse/Reletting Date shall occur, Licensor shall give the Sooner
Termination Notice (specifying the Reuse/Reletting Date as the Sooner
<PAGE>
                                                                              20

Termination Date,) to Licensee promptly upon the occurrence of the
Reuse/Reletting Date, but the License Period with respect to such License Area
shall automatically terminate on such Reuse/Reletting Date irrespective of
whether Licensor has given a Sooner Termination Notice to Licensee specifying
such Reuse/Reletting Date as the Sooner Termination Date. The termination of the
License Period with respect to such License Area by reason of the giving of the
Sooner Termination Notice or the automatic termination of such License Period on
the occurrence of the Reuse/Reletting Date irrespective of whether Licensor has
given the Sooner Termination Notice, shall be with the same force and effect as
if the Sooner Termination Date specified in Sooner Termination Notice or, if
applicable (in the event of the nongiving of the Sooner Termination Notice),
such Reuse/Reletting Date, were the date originally provided herein as the
expiration date of the License Period with respect to such License Area.


         IN WITNESS WHEREOF, the parties have duly executed this Master License
Agreement as of the date first above written


LICENSOR:                                        [_____________________________]

                                                   by

                                                     ___________________________
                                                     Name:
                                                     Title:


LICENSEE:                                        [_____________________________]

                                                   by

                                                     ___________________________
                                                     Name:
                                                     Title:
<PAGE>
<TABLE>
<CAPTION>
                                      DATE OF LEASE,
                  FACILITY        AMENDMENTS, AND LEASE      LEASE SQUARE          LICENSE         LICENSE AREA
COUNTRY/CITY       ADDRESS           EXPIRATION DATE           FOOTAGE         EXPIRATION DATE    SQUARE FOOTAGE      LICENSE FEE
<S>               <C>             <C>                        <C>               <C>                <C>                 <C>
</TABLE>