CHANGE IN CONTROL
                              SEPARATION AGREEMENT


     AGREEMENT  between  DA  CONSULTING,  GROUP,  INC., a Texas corporation (the
"Company"),  and  Malcolm  Wright  ("Executive"),

                              W I T N E S S E T H :
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     WHEREAS, the Company desires to retain certain  key employee personnel and,
accordingly,  the  Board of Directors of  the Company (the "Board") has approved
the  Company  entering  into  a  separation agreement with Executive in order to
encourage  Executive's  continued  service  to  the  Company;  and

     WHEREAS,  Executive  is  prepared  to  perform  such services in return for
specific  arrangements  with  respect  to  separation  compensation  and  other
benefits;

     NOW,  THEREFORE,  in  consideration of the foregoing and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the  Company  and  Executive  agree  as  follows:

1.   DEFINITIONS.
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     (a)  "CHANGE  IN  CONTROL"  means  (i)  any  merger,  consolidation,  or
          reorganization  in  which  the Company is not the surviving entity (or
          survives  only  as  a  subsidiary of an entity), (ii) any sale, lease,
          exchange,  or other transfer of all or substantially all of the assets
          of  the Company to any other person or entity (in one transaction or a
          series  of  related transactions), (iii) dissolution or liquidation of
          the  Company,  (iv)  as  a result of or in connection with a contested
          election  of  directors, the persons who were directors of the Company
          before  such  election  shall  cease  to  constitute a majority of the
          Board,  or  (v) any event that is reported by the Company under Item 1
          of  a  Form  8-K  filed  with  the Securities and Exchange Commission;
          provided, however, that the term "Change in Control" shall not include
          any  reorganization,  merger, consolidation, sale, lease, exchange, or
          similar  transaction  involving  solely  the  Company  and one or more
          previously wholly-owned subsidiaries of the Company unless such matter
          is  described  in  clause  (v)  above.

     (b)  "CHANGE IN DUTIES" shall mean the occurrence, on the date upon which a
          Change in Control occurs or within two years thereafter, of any one or
          more  of  the  following:
          (i)  A  significant  reduction  in  the nature or scope of Executive's
               authorities  or  duties  from  those  applicable  to  Executive
               immediately  prior  to  the  date  on  which  a Change in Control
               occurs;
          (ii) A  reduction  in  Executive's  annual  base  salary  or  target
               opportunity  under any applicable bonus or incentive compensation
               plan  or  arrangement from that provided to Executive immediately
               prior  to  the  date  on  which  a  Change  in  Control  occurs;
          (iii) A diminution in Executive's eligibility to participate in bonus,
               stock  option, incentive award and other compensation plans which
               provide  opportunities  to  receive  compensation  which are  the
               greater  of  (A)  the  opportunities  pro-vided  by  the  Company
               (including  its  subsidiaries)  for  executives  with  comparable
               duties  or (B) the opportunities under any such plans under which
               Executive  was  participating  immediately  prior  to the date on
               which  a  Change  in  Control  occurs;
          (iv) A  diminution  in employee benefits (including but not limited to
               medical, dental, life insurance, and long--term disability plans)
               and  perquisites  applicable to Executive from the greater of (A)
               the  employee  benefits  and  perquisites provided by the Company
               (including its subsidiaries) to executives with comparable duties
               or  (B)  the employee benefits and perquisites to which Executive
               was  entitled  immediately prior to the date on which a Change in
               Control  occurs;  or


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          (v)  A  change  in  the  location  of  Executive's principal  place of
               employment  by  the  Company  by  more  than  100  miles from the
               location  where  Executive  was  principally employed immediately
               prior  to  the  date  on  which  a  Change  in  Control  occurs.

     (c)  "CODE"  shall  mean  the Internal Revenue Code of 1986, as amended.

     (d)  "COMPENSATION"  shall  mean  the  greater  of:
          (i)  Executive's  annual base salary at the rate in effect immediately
               prior  to  the  date  on  which  a  Change  in  Control  occurs;

          (ii) Executive's  annual  base salary at the rate in effect sixty days
               prior  to  the  date  of  Executive's Involuntary Termination; or

          (iii) Executive's annual base salary at the rate in effect at the time
               of  Executive's  Involuntary  Termination.

     (d)  "INVOLUNTARY  TERMINATION"  shall mean any termination  of Executive's
          employment  with  the  Company  which:
          (i)  does  not  result  from  a resignation by Executive (other than a
               resignation pursuant to clause (ii) of this subparagraph (d)); or
          (ii) results  from  a  resignation  by Executive on or before the date
               which  is sixty days after the date upon which Executive receives
               notice  of  a  Change  in  Duties;  provided,  however,  the term
               "Involuntary  Termination"  shall  not  include a Termination for
               Cause  or  any termination as a result of death, disability under
               circumstances entitling Executive to benefits under the Company's
               long-term  disability  plan,  or  Retirement.

     (e)  "RETIREMENT"  shall  mean Executive's resignation on or after the date
          Executive  reaches  age  sixty-five.

     (f)  "SEPARATION  AMOUNT" shall mean pounds amount 117,000( one hundred and
          seventeen  thousand  pounds  )

     (g)  "TERMINATION  FOR CAUSE" shall mean Executive (i) has engaged in gross
          negligence  or  willful  misconduct  in the performance of Executive's
          duties,  (ii)  has  willfully  refused  without proper legal reason to
          perform  Executive's duties and responsibilities, (iii) has materially
          breached  any  material provision of any agreement between the Company
          and  Executive,  including without limitation paragraph 2 herein, (iv)
          has  materially  breached any material corporate policy maintained and
          established  by  the  Company  that is of general applicability to the
          Company's  executive  employees,  (v) has willfully engaged in conduct
          that  Executive  knows  or  should know is materially injurious to the
          Company  or  any  of  its  affiliates,  or (vi) has engaged in illegal
          conduct  or  any act of serious dishonesty which adversely affects, or
          reasonably  could  in  the  future  adversely  affect,  the  value,
          reliability,  or  performance  of  Executive  in  a  material  manner;
          provided, however, that in no event shall a termination of Executive's
          employment  constitute  a  "Termination  for  Cause"  unless  such
          termination  is  approved by at least two-thirds of the members of the
          Board  after Executive has been given written notice by the Company of
          the  specific  reason  for  such  termination  and  an opportunity for
          Executive,  together  with Executive's counsel, to be heard before the
          Board.  Members  of  the  Board may participate in any hearing that is
          required  pursuant  to  this  subparagraph  (g) by means of conference
          telephone  or  similar  communications equipment by means of which all
          persons participating in the hearing can hear and speak to each other;
          provided,  however, that at least one-half of the members of the Board
          shall  attend  the  hearing  in  person.

     (h) "WELFARE BENEFIT PLANS" shall mean the medical, dental, life insurance,
          accidental  death  and  dismemberment,  and long-term disability plans
          provided  by  the  Company  to  its  active  employees.

2.   SERVICES.  Executive agrees that Executive shall (a) render services to the
     --------
     Company (as well as any subsidiary thereof or successor thereto) during the
     period  of Executive's employment to the best of Executive's ability and in
     a  prudent  and  businesslike  manner and (b) devote substantially the same
     time,  efforts, and dedication to Executive's duties as heretofore devoted.


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3.   SEPARATION  BENEFITS.  If  Executive's  employment  by  the  Company or any
     --------------------
     successor  thereto  shall  be  subject  to  an Involuntary Termination that
     occurs  on  the  date  upon  which a Change in Control occurs or within two
     years  thereafter,  then  Executive  shall  be  entitled  to  receive,  as
     additional  compensation  for  ser-vices rendered to the Company (including
     its  subsidiaries),  the  following  separation  benefits:

     (a)  A  lump  sum cash payment in an amount equal to the Separation Amount,
          which  shall  be  paid  to Executive on or before the thirty-first day
          after  the  last  day  of  Executive's  employment  with  the Company.

     (b)  All  of  the  outstanding  stock  options  granted  by  the Company to
          Executive  shall  become  immediately  exercisable  in  full  upon
          Executive's termination of employment and for a period of three months
          thereafter  or  for such greater period as may be provided in the plan
          or  plans pursuant to which such stock options were granted (but in no
          event  shall any such stock option be exercisable after the expiration
          of  the  original  term  of  such  stock  option).

     (c)  A  lump  sum cash payment in an amount equal to the greater of (i) the
          Company's  cost  of  coverage  for  Executive and those of Executive's
          dependents  (including Executive's spouse) who were covered, under the
          Welfare  Benefit  Plans  on  the  day prior to Executive's Involuntary
          Termination  or  (ii)  the  Company's  cost  of  such  coverage  paid
          immediately prior to the Change in Control, for a period of two years.
          Nothing  herein  shall  be  deemed  to adversely affect in any way the
          rights of Executive and Executive's eligible dependents to health care
          continuation coverage as required pursuant to Part 6 of Title I of the
          Employee  Retirement  Income  Security  Act  of  1974,  as  amended.

     (d)  Executive  shall  be  entitled  to  receive  out-placement services in
          connection  with  obtaining  new  employment  up  to a maximum cost of
          [pounds  10  .000  thousand  ]  (which  shall  be paid directly by the
          Company  to  the  provider  of  such  services).

4.   INTEREST ON LATE BENEFIT PAYMENTS. If any payment provided for in Paragraph
     ---------------------------------
     3(a)  hereof  is  not  made  when  due,  the Company shall pay to Executive
     interest  on the amount payable from the date that such payment should have
     been  made  under such paragraph until such payment is made, which interest
     shall  be  calculated  at  the  rate  of 1% per month (with a partial month
     counting  as  a  full  month).

5.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. Notwithstanding anything to the
     ------------------------------------------
     contrary  in  this Agreement, in the event that any payment or distribution
     by  the Company to or for the benefit of Executive, whether paid or payable
     or  distributed or distributable pursuant to the terms of this Agreement or
     otherwise  (a  "Payment"),  would  be  subject to the excise tax imposed by
     Section  4999 of the Code or any interest or penalties with respect to such
     excise  tax (such excise tax, together with any such interest or penalties,
     are  hereinafter collectively referred to as the "Excise Tax"), the Company
     shall  pay  to Executive an additional payment (a "Gross-up Payment") in an
     amount  such  that  after  payment by Executive of all taxes (including any
     interest  or  penalties  imposed with respect to such taxes), including any
     Excise  Tax imposed on any Gross-up Payment, Executive retains an amount of
     the Gross-up Payment equal to the Excise Tax imposed upon the Payments. The
     Company  and  Executive shall make an initial determination as to whether a
     Gross-up  Payment  is required and the amount of any such Gross-up Payment.
     Executive  shall  notify the Company immediately in writing of any claim by
     the  Internal  Revenue  Service  which,  if  successful,  would require the
     Company  to  make  a  Gross-up  Payment (or a Gross-up Payment in excess of
     that, if any, initially determined by the Company and Executive) within ten
     days  of  the  receipt of such claim. The Company shall notify Executive in
     writing  at  least  ten days prior to the due date of any response required
     with respect to such claim if it plans to contest the claim. If the Company
     decides  to  contest  such  claim, Executive shall cooperate fully with the
     Company  in  such action; provided, however, the Company shall bear and pay
     directly  or  indirectly  all  costs  and  expenses  (including  additional
     interest  and  penalties) incurred in connection with such action and shall
     indemnify  and  hold  Executive  harmless,  on  an after-tax basis, for any
     Excise  Tax  or  income  tax, including interest and penalties with respect
     thereto,  imposed  as  a result of the Company's action. If, as a result of
     the  Company's  action with respect to a claim, Executive receives a refund
     of  any  amount  paid  by the Company with respect to such claim, Executive


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     shall  promptly  pay  such  refund  to the Company. If the Company fails to
     timely  notify  Executive whether it will contest such claim or the Company
     determines  not  to  contest such claim, then the Company shall immediately
     pay  to  Executive  the  portion  of  such  claim, if any, which it has not
     previously  paid  to  Executive.

6.   GENERAL.
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     (a)  TERM.  The  effective  date  of  this Agreement is September 30, 1999.
          ----
          Within  sixty  days  from  and after the expiration of two years after
          said  effective  date  and  within  sixty  days  after each successive
          two-year  period of time there-after that this Agreement is in effect,
          the  Company shall have the right to review this Agreement, and in its
          sole  discretion  either continue and extend this Agreement, terminate
          this  Agreement,  or  offer  Executive  a  different  agreement.  The
          Compensation  Committee  of  the  Board  (excluding any member of such
          committee  who  is covered by this Agreement or by a similar agreement
          with  the  Company)  will  vote on whether to so extend, terminate, or
          offer  Executive  a  different  agreement and will notify Executive of
          such  action  within  said sixty-day time period mentioned above. This
          Agreement  shall  remain  in effect until so terminated or modified by
          the  Company.  Failure  of  the Compensation Committee of the Board to
          take  any  action  within  said  sixty  days shall be considered as an
          extension of this Agreement for an additional two-year period of time.
          Notwithstanding  anything  to  the  contrary contained in this "sunset
          provision," it is agreed that if a Change in Control occurs while this
          Agreement  is  in  effect, then this Agreement shall not be subject to
          termination  or  modification under this "sunset provision," and shall
          remain  in  force  for  a  period  of  two  years after such Change in
          Control,  and  if  within said two years the contingency factors occur
          which would entitle Executive to the benefits as provided herein, this
          Agreement  shall  remain  in  effect in accordance with its terms. If,
          within  such  two  years  after  a  Change in Control, the contingency
          factors  that  would  entitle Executive to said benefits do not occur,
          thereupon  this  two-year "sunset provision" shall again be applicable
          with  the  sixty-day  time  period  for  action  by  the  Compensation
          Committee  of  the  Board  to thereafter commence at the expiration of
          said  two  years  after  such  Change  in Control and on each two-year
          anniversary  date  thereafter.

     (b)  INDEMNIFICATION.  If  Executive  shall  obtain  any  money judgment or
          ---------------
          otherwise  prevail with respect to any litigation brought by Executive
          or the Company to enforce or interpret any provision contained herein,
          the Company, to the fullest extent permitted by applicable law, hereby
          indemnifies  Executive  for Executive's reasonable attorneys' fees and
          disbursements incurred in such litigation and hereby agrees (i) to pay
          in  full  all  such fees and disbursements and (ii) to pay prejudgment
          interest on any money judgment obtained by Executive from the earliest
          date  that  payment  to  Executive  should  have  been made under this
          Agreement  until  such  judgment  shall  have been paid in full, which
          interest  shall  be  calculated  at  the  rate of 1% per month (with a
          partial  month  counting  as  a  full  month).

     (c)  PAYMENT OBLIGATIONS ABSOLUTE.  The  Company's  obligation  to  pay (or
          ----------------------------
          cause  one  of  its  subsidiaries to pay) Executive the amounts and to
          make  the  arrangements  provided  herein  shall  be  absolute  and
          unconditional  and  shall  not  be  affected  by  any  circumstances,
          including, without limitation, any set-off, counter-claim, recoupment,
          defense  or other right which the Company (including its subsidiaries)
          may  have against Executive or anyone else. All amounts payable by the
          Company  (including  its subsidiaries hereunder) shall be paid without
          notice  or  demand.  Executive  shall  not  be obligated to seek other
          employment  in  mitigation of the amounts payable or arrangements made
          under  any  provision  of  this  Agreement, and, except as provided in
          Paragraph  3(c)  hereof,  the  obtaining  of any such other employment
          shall in no event effect any reduction of the Company's obligations to
          make  (or  cause to be made) the payments and arrangements required to
          be  made  under  this  Agreement.


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     (d)  SUCCESSORS.  This  Agreement  shall  be  binding upon and inure to the
          ----------
          benefit  of the Company and any successor of the Company, by merger or
          other-wise. This Agreement shall also be binding upon and inure to the
          benefit  of  Executive  and Executive's estate. If Executive shall die
          prior  to full payment of amounts due pursuant to this Agreement, such
          amounts  shall  be  payable pursuant to the terms of this Agreement to
          Executive's  estate.

     (e)  SEVERABILITY.  Any  provision in this Agreement which is prohibited or
          ------------
          unenforceable  in  any jurisdiction by reason of applicable law shall,
          as  to  such  jurisdiction,  be ineffective only to the extent of such
          prohibition  or unenforceability without invalidating or affecting the
          remaining  provisions  hereof,  and  any  such  prohibition  or
          unenforceability  in  any  jurisdiction shall not invalidate or render
          unenforceable  such  provision  in  any  other  jurisdiction.

     (f)  NON-ALIENATION.  Executive  shall  not  have  any  right  to  pledge,
          --------------
          hypothecate,  anticipate  or  assign  this  Agreement  or  the  rights
          hereunder,  except  by  will  or the laws of descent and distribution.

     (g)  NOTICES.  Any  notices  or  other communications pro-vided for in this
          -------
          Agreement shall be sufficient if in writing. In the case of Executive,
          such  notices or communications shall be effectively delivered if hand
          delivered to Executive at Executive's principal place of employment or
          if  sent  by  registered  or  certified  mail to Executive at the last
          address  Executive  has  filed  with  the  Company. In the case of the
          Company, such notices or communications shall be effectively delivered
          if  sent  by  registered  or  certified  mail  to  the  Company at its
          principal  executive  offices.

     (h)  CONTROLLING LAW. This Agreement shall be governed by, and construed in
          ---------------
          accordance  with,  the  laws  of  the State of Texas without regard to
          conflict  of  law.

     (i)  FULL SETTLEMENT; WITHHOLDING. If Executive is entitled to and receives
          ----------------------------
          the benefits provided hereunder, performance of the obligations of the
          Company  hereunder  will constitute full settlement of all claims that
          Executive  might  otherwise  assert  against the Company on account of
          Executive's  termination  of  employment. Any separation benefits paid
          pursuant  to this Agreement shall be deemed to be a separation payment
          and  not "Compensation" for purposes of determining benefits under the
          Company's  qualified  plans  (unless  and  to the extent that any such
          qualified  plan expressly provides otherwise), and shall be subject to
          any  required  tax  withholding.

     (j)  UNFUNDED  OBLIGATION.   The  obligation  to  pay  amounts  under  this
          --------------------
          Agreement  is  an  unfunded  obligation  of the Company (including its
          subsidiaries),  and  no  such  obligation  shall  create a trust or be
          deemed  to  be secured by any pledge or encumbrance on any property of
          the  Company  (including  its  subsidiaries).

     (k)  NOT  A  CONTRACT  OF EMPLOYMENT. This Agreement shall not be deemed to
          -------------------------------
          constitute  a  contract of employment,  nor shall any provision hereof
          affect (i) the right of the Company (or its subsidiaries) to discharge
          Executive  at  will  or  (ii)  the  terms  and conditions of any other
          agreement between the Company and Executive except as provided herein.

     (l)  NUMBER  AND  GENDER.  Wherever  appropriate  herein, words used in the
          -------------------
          singular  shall  include  the  plural and the plural shall include the
          singular.  The masculine gender where appearing herein shall be deemed
          to  include  the  feminine  gender.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
          the  _10  ___  day  of  _April  _______________,  2000.

                              "EXECUTIVE"

                    Malcolm  Wright_______________________________

                              "COMPANY"

                    DA  CONSULTING  GROUP,  INC.
                              BY:     ____________________________________
                                      NAME:_______________________________
                                      TITLE:   ___________________________


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