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                                                                   EXHIBIT 10.1


                                 DA CONSULTING GROUP, INC.
                                 1997 STOCK OPTION PLAN


(EFFECTIVE AS OF FEBRUARY 1, 1997, AMENDED AND RESTATED EFFECTIVE MARCH 1998
             AND, AMENDED AND RESTATED EFFECTIVE DECEMBER 7, 1999)
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                                 DA CONSULTING GROUP, INC.
                                 1997 STOCK OPTION PLAN

          Section I.  Purposes.

          The DA Consulting Group, Inc. 1997 Stock Option Plan (the "Plan") was
originally effective February 1, 1997, and is amended and restated as set forth
in this document, effective December 7, 1999, subject to approval by the
Company's stockholders.  The purposes of the Plan are to: (a) assist DA
Consulting Group, Inc. ("the Company") in recruiting and retaining highly
qualified managers, consultants and staff; (b) provide Employees with an
incentive for productivity; and (c) provide Employees an opportunity to share in
the growth and value of the Company.  The Options granted pursuant to the Plan
are intended to constitute either Incentive Stock Options within the meaning of
section 422 of the Code, or non-qualified stock options, as determined by the
Committee, or the Board if no Committee has been appointed, at the time of
Award.  The type of Options awarded will be specified in the Option Agreement
between the Company and the Optionee.  The terms of this Plan shall be
incorporated in the Option Agreement to be executed by the Optionee.

          Section II.  Definitions.

          1.  "Affiliate" shall mean, with respect to a Person, a Person that
directly or indirectly controls, or is controlled by, or is under common control
with such Person.

          2.  "Award" shall mean a grant of an Option or Options to an Employee
pursuant to the provisions of this Plan.  Each separate grant of an Option or
Options to an Employee and each group of Options which matures on a separate
date, is treated as a separate Award.

          3.  "Board" shall mean the Board of Directors of the Company, as
constituted from time to time.

          4.  "Change of Control" shall mean a change in the control of the
Company which shall be deemed to have occurred upon the earliest to occur of the
following:

               (i)  the date the stockholders of the Company (or the Board, if
                    stockholder action is not required) approve a plan or other
                    arrangement pursuant to which the Company will be dissolved
                    or liquidated;

               (ii) the date the stockholders of the Company approve a
                    definitive agreement to sell or otherwise dispose of all or
                    substantially all of the assets of the Company;
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               (iii) the date or dates the stockholders of the Company and the
                     stockholders of the other constituent corporations (or
                     their respective boards of directors, if and to the extent
                     that stockholder action is not required) have approved a
                     definitive agreement to merge or consolidate the Company
                     with or into another corporation, other than, in either
                     case, a merger or consolidation of the Company in which the
                     Company is the surviving entity, and in which shares of the
                     Company's voting capital stock outstanding immediately
                     before such merger or consolidation are exchanged or
                     converted into shares which represent more than 50% of the
                     Company's voting capital stock after such merger or
                     consolidation, as such holders' ownership of voting capital
                     stock of the Company immediately before the merger or
                     consolidation; or

               (iv)  the date any Person, other than (A) the Company, or (B) any
                     of its Subsidiaries, or (C) any of the holders of the
                     capital stock of the Company, as determined on the date
                     that this Plan is adopted by the Board, or (D) any employee
                     benefit plan (or related trust) sponsored or maintained by
                     the Company or any of its Subsidiaries or (E) any Affiliate
                     of any of the foregoing, shall have acquired beneficial
                     ownership of, or shall have acquired voting control over
                     more than 50% of the outstanding shares of the Company's
                     voting capital stock, unless the transaction pursuant to
                     which such Person acquired such beneficial ownership or
                     control resulted from the original issuance by the Company
                     of shares of its voting capital stock and was approved by
                     at least a majority of the Directors then in office.

          5.  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          6.  "Committee" shall mean the Committee appointed by the Board in
accordance with Section 4(a) of the Plan, if one is appointed, in which event in
connection with this Plan, the Committee shall possess all of the power and
authority of, and shall be authorized to take any and all actions required to be
taken hereunder by, and make any and all determinations required taken hereunder
by, the Board.

          7.  "Common Stock" shall mean Class A common stock of the Company,
$.01 par value per Share.

          8.  "Company" shall mean DA Consulting Group, Inc.

          9.  "Director" shall mean an individual who is a member of the Board
of Directors of the Company.
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          10.  "Disability" shall mean a disability of an employee, officer or a
director which renders such employee, officer or director unable to perform the
full extent of his duties and responsibilities by reason of his illness or
incapacity which would entitle that employee, officer or director to receive
Social Security Disability Income under the Social Security Act, as amended, and
the regulations promulgated thereunder.  "Disabled" shall mean having a
Disability.  The determination of whether an Optionee is Disabled shall be made
by the Board, whose determination shall be conclusive; provided that,

               (i)  if an Optionee is bound by the terms of an employment
                    agreement between the Optionee and the Company, whether the
                    Optionee is "Disabled" for purposes of the Plan shall be
                    determined in accordance with the procedures set forth in
                    said employment agreement, if such procedures are therein
                    provided; and

               (ii) an Optionee bound by such an employment agreement shall not
                    be determined to be Disabled under the Plan any earlier than
                    he would be determined to be disabled under his employment
                    agreement.

          11.  "Employee" shall mean any person employed by the Company or any
of its Subsidiaries.  Additionally, solely for purposes of determining those
persons eligible under the Plan to be recipients of Awards of Options, which
Options shall be limited to non-qualified stock options, and not for the purpose
of affecting the status of the relationship between such person and the Company,
the term "Employee" shall include independent contractors of and consultants to
the Company, as well as Directors and members of the board of directors of a
Subsidiary.

          12.  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          13.  "Fair Market Value Per Share" shall mean the fair market value of
a share of Common Stock, as determined pursuant to Section 8 hereof.

          14.  "Incentive Stock Option" shall mean an Option which is an
incentive stock option as described in Section 422 of the Code.

          15.  "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission under the
Exchange Act, or any successor definition adopted by the Securities and Exchange
Commission; provided, however, that the Board or the Committee may, in its sole
discretion, substitute the definition of "outside director" provided in the
regulations under Section 162(m) of the Code in place of the definition of Non-
Employee Director contained in the Exchange Act.

          16.  "Option(s)" shall mean an Incentive Stock Option or a non-
qualified stock option to purchase Shares that is awarded pursuant to the Plan.
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          17.  "Option Agreement" shall mean a written agreement substantially
in the form of Exhibit A-1, A-2 or A-3, or such other form or forms as the Board
or Committee (subject to the terms and conditions of this Plan) may from time to
time approve evidencing and reflecting the terms of an Option.

          18.  "Optionee" shall mean an Employee to whom an Option is awarded.

          19.  "Participant" shall mean each Employee of the Company or a
Subsidiary to whom an Award is granted pursuant to the Plan.

          20.  "Person" shall mean an individual, partnership, corporation,
limited liability company, trust, joint venture, unincorporated association, or
other entity or association.

          21.  "Plan" shall mean the DA Consulting Group, Inc. 1997 Stock Option
Plan, as amended from time to time.

          22.  "Pool" shall mean the pool of Shares of Common Stock subject to
the Plan, as described in Section 6 hereof.

          23.  "Securities Act" shall mean the Securities Act of 1933, as
amended.

          24.  "Shares" shall mean shares of Common Stock contained in the Pool,
as adjusted in accordance with Section 9 of the Plan.

          25.  "Stock Purchase and Restriction Agreement" shall mean an
agreement substantially in the form attached hereto as Exhibit B, or such other
form as the Board or Committee (subject to the terms and conditions of this
Plan) may from time to time approve, which an Optionee shall be required to
execute as a condition of purchasing Shares upon the exercise of an Option.

          26.  "Subsidiary" shall mean a subsidiary corporation, whether now or
hereafter existing, as defined in sections 424(f) and (g) of the Code.

          Section III.  Participation.

          Participants in the Plan shall be selected by the Board from the
Employees.  The Board may make Awards at any time and from time to time to
Employees.  Any Award may include or exclude any Employee, as the Board shall
determine in its sole discretion.

          Section IV.  Administration.

          1.  Procedure.

          (i) In General.  The Plan shall be administered by the Board.  The
Board may at any time by a unanimous vote, with each Member voting, appoint a
Committee consisting of not less than two persons to administer the Plan on
behalf of the Board, subject to
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such terms and conditions as the Board may prescribe. Members of the Committee
shall serve for such period of time as the Board may determine. Members of the
Board or the Committee who are eligible for Options or have been awarded Options
may vote on any matters affecting the administration of the Plan or the Award of
any Options pursuant to the Plan, except that no such member shall act upon the
Award of an Option to himself or herself, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board or Committee
during which action is taken with respect to the Award of Options to himself or
herself.

          From time to time the Board may increase the size of the Committee and
appoint additional members thereto, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however caused, or
remove all members of the Committee and thereafter directly administer the Plan.

          (ii) Company Registers Securities Under Exchange Act.  In the event
the Company has a class of equity securities registered under Section 12 of the
Exchange Act, the Plan shall be administered either by the Board, or by a
Committee, appointed in the same manner and subject to the same terms as
provided in the preceding subsection, provided that said Committee shall consist
of not less than two persons, each of whom is a Non-Employee Director.

          2.  Powers of the Board and the Committee.  Subject to the provisions
of the Plan, the Board or its Committee shall have the authority, in its
discretion:

               (i)   to make Awards;

               (ii)  to determine the Fair Market Value Per Share;

               (iii) to determine the exercise price of the Options to be
                     awarded in accordance with Sections 7 and 8 of the Plan;

               (iv)  to determine the Employees to whom, and the time or times
                     at which, Awards shall be made, and the number of Shares to
                     be subject to each Award;

               (v)   to prescribe, amend and rescind rules and regulations
                     relating to the Plan;

               (vi)  to determine the terms and provisions of each Award under
                     the Plan, each Option Agreement and each Stock Purchase and
                     Restriction Agreement (which need not be identical with the
                     terms of other Awards, Option Agreements and Stock Purchase
                     and Restriction Agreements) and, with the consent of the
                     Optionee, to modify or amend an outstanding Option, Option
                     Agreement or Stock Purchase and Restriction Agreement;

               (vii) to accelerate the vesting or exercise date of any Award;
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               (viii) to interpret the Plan or any agreement entered into with
                      respect to an Award or exercise of Options;

               (ix)   to authorize any person to execute on behalf of the
                      Company any instrument required to effectuate an Award or
                      to take such other actions as may be necessary or
                      appropriate with respect to the Company's rights pursuant
                      to Awards or agreements relating to the Award or exercise
                      thereof; and

               (x)    to make such other determinations and establish such other
                      procedures as it deems necessary or advisable for the
                      administration of the Plan.

          3.  Effect of the Board's or Committee's Decision.  All decisions,
determinations and interpretations of the Board or the Committee shall be final
and binding with respect to all Awards under the Plan.

          4.  Limitation of Liability.  Notwithstanding anything herein to the
contrary (with the exception of Section 31 hereof), no member of the Board or of
the Committee shall be liable for any good faith determination, act or failure
to act in connection with the Plan or any Award hereunder.

          Section V.  Eligibility.

          Awards may be made only to Employees.  An Employee who has received an
Award, if he or she is otherwise eligible, may receive additional Awards.

          Section VI.  Stock Subject to the Plan.

          Subject to the provisions of this Section 6 and the provisions of
Section 9 of the Plan, the maximum aggregate number of Shares which may be
awarded and sold under the Plan is 1,960,000 Shares of Common Stock
(collectively, the "Pool").  The maximum aggregate number of Shares which may be
awarded and sold under the Plan to any individual Optionee is 1,260,000 Shares
of Common Stock.  Options awarded from the Pool may be either Incentive Stock
Options or non-qualified stock options, as determined by the Board.  If an
Option should expire or become unexercisable for any reason without having been
exercised in full, or if Shares are subsequently repurchased by the Company, the
unpurchased or repurchased Shares which were subject thereto shall, unless the
Plan shall have been terminated, be returned to the Plan and become available
for future Award under the Plan.

          Section VII.  Terms and Conditions of Options.

          Each Option awarded pursuant to the Plan shall be authorized by the
Board and shall be evidenced by an Option Agreement in such form as the Board
may from time to time
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determine. Each Option Agreement shall incorporate by reference all other terms
and conditions of the Plan, including the following terms and conditions:

          1.  Number of Shares.  The number of Shares subject to the Option,
which may include fractional Shares.

          2.  Option Price.  The price per Share payable on the exercise of any
Option which is an Incentive Stock Option shall be stated in the Option
Agreement and shall be no less than the Fair Market Value Per Share of the
Common Stock on the date such Option is awarded, without regard to any
restriction other than a restriction which will never lapse.  Notwithstanding
the foregoing, if an Option which is an Incentive Stock Option shall be awarded
under this Plan to any person who, at the time of the Award of such Option, owns
stock possessing more than 10% of the total combined voting power of all classes
of the Company's stock, the price per Share payable upon exercise of such
Incentive Stock Option shall be no less than 110 percent (110%) of the Fair
Market Value Per Share of the Common Stock on the date such Option is awarded.
The price per Share payable on the exercise of an Option which is a non-
qualified stock option shall be at least $.01 per Share and shall be stated in
the Option Agreement.

          3.  Consideration.  The consideration to be paid for the Shares to be
issued upon the exercise of an Option, including the method of payment, shall be
determined by the Board and may consist entirely of cash, check, promissory
notes or Shares of Common Stock having an aggregate Fair Market Value Per Share
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment permitted under any
laws to which the Company is subject and which is approved by the Board. In
making its determination as to the type of consideration to accept, the Board
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

               (i)  If the consideration for the exercise of an Option is a
                    promissory note, it may, in the discretion of the Board, be
                    either full recourse or nonrecourse and shall bear interest
                    at a per annum rate which is not less than the applicable
                    federal rate determined in accordance with section 1274(d)
                    of the Code as of the date of exercise.  In such an instance
                    the Company may, in its sole discretion, retain the Shares
                    purchased upon exercise of the Option in escrow as security
                    for payment of the promissory note.

               (ii) If the consideration for the exercise of an Option is the
                    surrender of previously acquired and owned shares of Common
                    Stock, the Optionee will be required to make representations
                    and warranties satisfactory to the Company regarding his
                    title to the shares of Common Stock used to effect the
                    purchase (the "Payment Shares"), including without
                    limitation, representations and warranties that the Optionee
                    has good and marketable title to such Payment Shares free
                    and clear of any and all liens, encumbrances, charges,
                    equities,
<PAGE>

                    claims, security interests, options or restrictions, and has
                    full power to deliver such Payment Shares without obtaining
                    the consent or approval of any person or governmental
                    authority other than those which have already given consent
                    or approval in a manner satisfactory to the Company. The per
                    Share value of the Payment Shares shall be the Fair Market
                    Value Per Share of such Payment Shares on the date of
                    exercise as determined by the Board in its sole discretion,
                    exercised in good faith. If such Payment Shares were
                    acquired upon previous exercise of Incentive Stock Options
                    granted within two years prior to the exercise of the Option
                    or acquired by the Optionee within one year prior to the
                    exercise of the Option, such Optionee shall be required, as
                    a condition to using the Payment Shares in payment of the
                    exercise price of the Option, to acknowledge the tax
                    consequences of doing so, in that such previously exercised
                    Incentive Stock Options may have, by such action, lost their
                    status as Incentive Stock Options, and the Optionee may have
                    to recognize ordinary income for tax purposes as a result.

          4.  Form of Option.  The Option Agreement will state whether the
Option awarded is an Incentive Stock Option or a non-qualified stock option, and
will constitute a binding determination as to the form of Option awarded.

          5.  Exercise of Options.  Any Option awarded hereunder shall be
exercisable at such times and under such conditions as shall be set forth in the
Option Agreement (as may be determined by the Board and as shall be permissible
under the terms of the Plan), which may include performance criteria with
respect to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan.

          An Option may be exercised in accordance with the provisions of this
Plan as to all or any portion of the Shares then exercisable under an Option
from time to time during the term of the Option.  An Option may not be exercised
for a fraction of a Share.

          Except as may otherwise be provided in an Option Agreement, if an
Option would first become exercisable while the Optionee is absent from service
on an approved leave of absence, the Optionee shall not be permitted to exercise
such Option until the Optionee's return to active employment with the Company.
Except as may otherwise be provided in an Option Agreement, if an Option had
become exercisable before or as of the commencement of an approved leave of
absence, the Optionee may exercise such previously vested Option while on such
leave.  Whether an Optionee is absent on a leave or has terminated employment
shall be determined in accordance with the Company's regular personnel policies.

          An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company at its principal executive office in
accordance with the terms of the Option Agreement by the person entitled to
exercise the Option and full payment for
<PAGE>

the Shares with respect to which the Option is exercised has been received by
the Company, accompanied by any agreements required by the terms of the Plan
and/or Option Agreement, including an executed Stock Purchase and Restriction
Agreement. Full payment may consist of such consideration and method of payment
allowable under this Section 7 of the Plan. No adjustment shall be made for a
dividend or other right for which the record date is prior to the date the
Option is exercised, except as provided in Section 9 of the Plan.

          As soon as practicable after any proper exercise of an Option in
accordance with the provisions of the Plan, the Company shall, without transfer
or issue tax to the Optionee, deliver to the Optionee at the principal executive
office of the Company or such other place as shall be mutually agreed upon
between the Company and the Optionee, a certificate or certificates representing
the Shares for which the Option shall have been exercised.

          Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          6.  Term and Vesting of Options.

               (i)   Except as otherwise provided by the Committee in an Option
                     Agreement, one-third of the Options granted pursuant to
                     each Award shall vest on the second anniversary of the date
                     of grant, an additional one-third of the Options granted
                     pursuant to the Award shall vest on the third anniversary
                     of the date of grant, and the balance of the Award shall
                     vest on the fourth anniversary of the date of grant.
                     Notwithstanding the preceding sentence, Options awarded to
                     Directors shall be fully vested at grant. Options may be
                     exercised in any order elected by the Optionee whether or
                     not the Optionee holds any unexercised Options under this
                     Plan or any other plan of the Company.

               (ii)  Notwithstanding any other provision of this Plan, no Option
                     shall be (A) awarded under this Plan after February 6,
                     2007, or (B) exercisable more than ten (10) years from the
                     date of Award; provided, however, that if an Option that is
                     intended to be an Incentive Stock Option shall be awarded
                     under this Plan to any person who, at the time of the Award
                     of such Option, owns stock possessing more than 10% of the
                     total combined voting power for all classes of the
                     Company's stock, the foregoing clause (B) shall be deemed
                     modified by substituting "five (5) years" for the term "ten
                     (10) years" that appears therein.

               (iii) No Option awarded to any Optionee shall be treated as an
                     Incentive Stock Option, to the extent such Option would
                     cause the aggregate Fair Market Value Per Share (determined
                     as of the date of Award
<PAGE>

                     of each such Option) of the Shares with respect to which
                     Incentive Stock Options are exercisable by such Optionee
                     for the first time during any calendar year to exceed
                     $100,000. For purposes of determining whether an Incentive
                     Stock Option would cause such aggregate Fair Market Value
                     Per Share to exceed the $100,000 limitation, such Incentive
                     Stock Options shall be taken into account in the order
                     awarded. For purposes of this subsection, Incentive Stock
                     Options include all Incentive Stock Options under all plans
                     of the Company that are Incentive Stock Option plans within
                     the meaning of section 422 of the Code.

          7.  Termination of Options.

               (i)   Unless sooner terminated as provided in this Plan, each
                     Option shall be exercisable for such period of time as
                     shall be determined by the Board and set forth in the
                     Option Agreement, and shall be void and unexercisable
                     thereafter.

               (ii)  Except as otherwise provided herein or by the terms of any
                     Award, upon the termination of the Optionee's employment or
                     other relationship with the Company or a Subsidiary for any
                     reason, Options exercisable on the date of termination of
                     employment or such other relationship shall be exercisable
                     by the Optionee (or in the case of the Optionee's death
                     subsequent to termination of employment or such other
                     relationship, by the Optionee's executor(s) or
                     administrator(s)) for a period of three (3) months from the
                     date of the Optionee's termination of employment or such
                     other relationship.

               (iii) Except as otherwise provided herein or by the terms of any
                     Award, upon the Disability or death of an Optionee while in
                     the employ of the Company or a Subsidiary, Options held by
                     such Optionee which are exercisable on the date of
                     Disability or death shall be exercisable for a period of
                     twelve (12) months commencing on the date of the Optionee's
                     Disability or death, by the Optionee or his legal guardian
                     or representative or, in the case of death, by his
                     executor(s) or administrator(s).

               (iv)  Options may be terminated at any time by agreement between
                     the Company and the Optionee.

          8.  Forfeiture. Notwithstanding any other provision of this Plan, if
the Optionee's employment or engagement is terminated for "cause" (as such term
is defined in the Optionee's employment agreement or non-disclosure agreement
with the Company, if any, and if the Optionee is not a party to any such
agreement, then, as such term is defined in the Stock Purchase and Restriction
Agreement) or if the Board makes a determination that the Optionee:
<PAGE>

               (i)   has engaged in any type of disloyalty to the Company,
                     including without limitation, fraud, embezzlement, theft,
                     or dishonesty in the course of his employment or
                     engagement, or has otherwise breached any fiduciary duty
                     owed to the Company;

               (ii)  has been convicted of a felony;

               (iii) has disclosed trade secrets or confidential information of
                     the Company; or

               (iv)  has breached any agreement with or duty to the Company in
                     respect of confidentiality, non-disclosure, non-competition
                     or otherwise, all unexercised Options shall terminate upon
                     the date of such a finding, or, if earlier, the date of
                     termination of employment or engagement for "cause"

then, in the event of such a finding, in addition to immediate termination of
all unexercised Options, the Optionee shall forfeit all Shares for which the
Company has not yet delivered share certificates to the Optionee and the Company
shall refund to the Optionee the Option purchase price paid to it, if any, in
the same form as it was paid (or in cash at the Company's discretion).
Notwithstanding anything herein to the contrary, the Company may withhold
delivery of share certificates pending the resolution of any inquiry that could
lead to a finding resulting in forfeiture.

          Section VIII.  Determination of Fair Market Value Per Share of Common
Stock.

          (a) Except to the extent otherwise provided in this Section 8, the
Fair Market Value Per Share of Common Stock shall be determined by the Board in
its sole discretion.

          (b) Notwithstanding the provisions of Section 8(a), in the event that
shares of Common Stock are traded in the over-the-counter market, the Fair
Market Value Per Share of Common Stock shall be the mean of the closing bid and
asked prices for a share of Common Stock on the relevant valuation date as
reported in The Wall Street Journal (or, if not so reported, as otherwise
reported by the Nasdaq Stock Market) as applicable or, if there is no trading on
such date, on the next preceding date on which there were reported share prices.
In the event shares of Common Stock are listed on a national or regional
securities exchange or traded through the Nasdaq National Market, the Fair
Market Value of a share of Common Stock shall be the closing price for a share
of Common Stock on the exchange or on the Nasdaq National Market, as reported in
The Wall Street Journal on the relevant valuation date, or if there is no
trading on that date, on the next preceding date on which there were reported
share prices.

          Section IX.  Adjustments.

          1.  Subject to required action by the stockholders, if any, the number
of Shares as to which Awards may be made under this Plan and the number of
Shares subject to outstanding
<PAGE>

Options and the Option prices thereof shall be adjusted proportionately for any
increase or decrease in the number of outstanding Shares of Common Stock of the
Company resulting from stock splits, reverse stock splits, stock dividends,
reclassifications and recapitalizations, merger, consolidation, exchange of
shares, or rights offered to purchase shares of Common Stock at a price
substantially below Fair Market Value Per Share or any similar change affecting
Common Stock.

          2.  No fractional Shares shall be issuable on account of any action
mentioned in Section 9(a), and the aggregate number of Shares into which Shares
then covered by the Award, when changed as the result of such action, shall be
reduced to the number of whole Shares resulting from such action, unless the
Board, in its sole discretion, shall determine to issue scrip certificates with
respect to any fractional Shares, which scrip certificates, in such event, shall
be in a form and have such terms and conditions as the Board in its discretion
shall prescribe.

          Section X.  Rights as a Stockholder.

          A recipient of an Option Award shall have no rights as a stockholder
of the Company and shall neither have the right to vote nor receive dividends
with respect to any Shares subject to an Option until such Option has been
exercised and a certificate with respect to the Shares purchased upon such
exercise has been issued to him.

          Section XI.  Time of Awarding Options.

          The date of an Award shall, for all purposes, be the date which the
Board specifies when the Board makes its determination that an Award is made or
if none is specified, then the date of the Board's determination.  Notice of the
determination shall be given to each Employee to whom an Award is made within a
reasonable time after the date of such Award.

          Section XII. Modification, Extension and Renewal of Option.

          Subject to the terms and conditions of the Plan, the Board may modify,
extend or renew an Award, or accept the surrender of an Award (to the extent not
theretofore exercised).  Notwithstanding the foregoing, (a) no modification of
an Award which adversely affects the Optionee shall be made without the consent
of the Optionee, and (b) no Incentive Stock Option may be modified, extended or
renewed if such action would cause it to cease to be an "Incentive Stock Option"
within the meaning of section 422 of the Code, unless the Optionee specifically
acknowledges and consents to the tax consequences of such action.

          Section XIII.  Purchase for Investment and Other Restrictions.

          1.  The obligation of the Company to issue Shares to an Optionee upon
the exercise of an Option granted under the Plan is conditioned upon:

               (i)  the Company obtaining any required permit or order from
                    appropriate United States, state and foreign governmental
                    agencies
<PAGE>

                    or stock exchange or similar body, authorizing the Company
                    to issue such Shares; and

               (ii) such issuance complying with all relevant provisions of
                    applicable law, including, without limitation, the
                    Securities Act, the Exchange Act, the rules and regulations
                    promulgated thereunder and any applicable foreign laws.

          2.  At the option of the Board, the obligation of the Company to issue
Shares to an Optionee upon the exercise of an Option granted under the Plan may
be conditioned upon obtaining appropriate representations, warranties,
restrictions and agreements of the Optionee as set forth in the applicable Stock
Purchase and Restriction Agreement.  Among other representations, warranties,
restrictions and agreements, the Optionee may be required to represent and agree
that the purchase of Shares shall be for investment, and not with a view to the
public resale or distribution thereof, unless the Shares are registered under
the Securities Act and the issuance and sale of the Shares complies with all
other laws, rules and regulations applicable thereto.  Unless the issuance of
such Shares is registered under the Securities Act (and any similar law of a
foreign jurisdiction applicable to the Optionee), the Optionee shall acknowledge
that the Shares purchased are not registered under the Securities Act (or any
such other law) and may not be sold or otherwise transferred unless the Shares
have been registered under the Securities Act (or any such other law) in
connection with the sale or other transfer thereof, or that counsel satisfactory
to the Company has issued an opinion satisfactory to the Company that the sale
or other transfer of such Shares is exempt from registration under the
Securities Act (or any such other law), and unless said sale or transfer is in
compliance with all other applicable laws, rules and regulations, including all
applicable federal, state and foreign securities laws, rules and regulations.
Additionally, the Shares, when issued, shall be subject to other transfer
restrictions, rights of first refusal and rights of repurchase as set forth in
Stock Purchase and Restriction Agreement.  Unless the Shares subject to an Award
are registered under the Securities Act, the certificates representing such
Shares issued shall contain the following legend in substantially the following
form:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE
          SECURITIES LAWS.  THESE SHARES HAVE NOT BEEN ACQUIRED WITH A VIEW TO
          DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
          MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED
          OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN
          EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR
          A SATISFACTORY OPINION OF COUNSEL SATISFACTORY TO DA CONSULTING GROUP,
          INC. THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND UNDER
          APPLICABLE STATE SECURITIES LAWS.
<PAGE>

If required under the laws of any jurisdiction in which the Optionee resides,
the certificate or certificates may bear any such legend.

          Section XIV.  Transferability.

          Except as specifically approved by the Board or the Committee with
respect to a particular Option which is not intended to be an Incentive Stock
Option, no Option shall be assignable or transferable otherwise than by will or
by the laws of descent and distribution, and during the lifetime of the
Optionee, his Options shall be exercisable only by such Optionee, or, in the
event of his or her legal incapacity or Disability, then by the Optionee's legal
guardian or representative.

          Section XV.  Other Provisions.

          The Option Agreement and Stock Purchase and Restriction Agreement may
contain such other provisions as the Board in its discretion deems advisable and
which are not inconsistent with the provisions of this Plan, including, without
limitation, restrictions upon or conditions precedent to the exercise of the
Option.

          Section XVI.  Power of Board in Case of Change of Control.

          Notwithstanding anything to the contrary set forth in this Plan (with
the exception of Section 31 hereof), in the event of a Change of Control, the
Board shall have the authority, in its discretion, to accelerate the vesting of
all unmatured Options and to accelerate the expiration date of all Options,
whether or not matured.  In addition, in the event of a Change of Control of the
Company by reason of a merger, consolidation or tax free reorganization or sale
of all or substantially all of the assets of the Company, the Board shall have
the authority, in its discretion, to terminate this Plan and to (a) exchange all
Options for options to purchase common stock in the successor corporation or (b)
distribute to each Optionee cash and/or other property in an amount equal to and
in the same form as the Optionee would have received from the successor
corporation if the Optionee had owned the Shares subject to the Option rather
than the Option at the time of the Change of Control, provided that any such
amount paid to an Optionee shall reflect the deduction of the exercise price the
Optionee would have paid to purchase such Shares.  The form of payment or
distribution to the Optionee pursuant to this Section shall be determined by the
Board.

          Section XVII.  Amendment of the Plan.

          Insofar as permitted by law and the Plan, the Board may from time to
time suspend, terminate or discontinue the Plan or revise or amend it in any
respect whatsoever with respect to any Shares at the time not subject to an
Option; provided, however, that without approval of the stockholders by a
majority of the votes cast at a duly held stockholder meeting at which a quorum
representing a majority of the Company's outstanding voting shares is present
(either in person or by proxy), within one year (365 days) of the adoption of an
amendment or
<PAGE>

revision by the Board, no such amendment or revision may change the aggregate
number of Shares for which Options may be awarded hereunder, change the
designation of the class of Employees eligible to receive Options or decrease
the price at which Options may be awarded.

          The Board may make Awards hereunder prior to approval of any
amendment; provided, however, that any and all Options so awarded automatically
shall be converted into non-qualified stock options if the amendment is not
approved by such stockholders within 365 days of its adoption.

          Any other provision of this Section 17 notwithstanding, the Board
specifically is authorized to adopt any amendment to this Plan deemed by the
Board to be necessary or advisable to assure that the Incentive Stock Options or
the non-qualified stock options available under the Plan continue to be treated
as such, respectively, under all applicable laws.

          Section XVIII.  Application of Funds.

          The proceeds received by the Company from the sale of Shares pursuant
to the exercise of Options shall be used for general corporate purposes or such
other purpose as may be determined by the Board.

          Section XIX.  No Obligation to Exercise Option.

          The Awarding of an Option shall impose no obligation upon the Optionee
to exercise such Option.

          Section XX.  Approval of Stockholders.

          This Plan originally became effective on February 1, 1997, the date as
of which it was adopted by the Board.  This amendment and restatement of the
Plan shall become effective on December 7, 1999, provided it is approved by the
Company's stockholders.

          Section XXI.  Conditions Upon Issuance of Shares.

          Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
<PAGE>

          Section XXII.  Reservation of Shares.

          The Company, during the term of this Plan, shall at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

          The Company, during the term of this Plan, shall use its best efforts
to seek to obtain from appropriate regulatory agencies any requisite
authorization in order to issue and sell such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.  The inability of the
Company to obtain from any such regulatory agency having jurisdiction the
requisite authorization(s) deemed by the Company's counsel to be necessary for
the lawful issuance and sale of any Shares hereunder, or the inability of the
Company to confirm to its satisfaction that any issuance and sale of any Shares
hereunder will meet applicable legal requirements, shall relieve the Company of
any liability in respect to the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

          Section XXIII.  Stock Option and Stock Purchase and Restriction
Agreements.

          Options shall be evidenced by an Option Agreement in such form or
forms as the Board shall approve from time to time.  Upon the exercise of an
Option, the Optionee shall sign and deliver to the Company a Stock Purchase and
Restriction Agreement in such form or forms as the Board shall approve from time
to time.

          Section XXIV.  Taxes, Fees, Expenses and Withholding of Taxes.

          1.  The Company shall pay all original issue and transfer taxes (but
not income taxes, if any) with respect to the Award of Options and/or the issue
and transfer of Shares pursuant to the exercise thereof, and all other fees and
expenses necessarily incurred by the Company in connection therewith, and will
from time to time use its best efforts to comply with all laws and regulations
which, in the opinion of counsel for the Company, shall be applicable thereto.

          2.  The Award of Options hereunder and the issuance of Shares pursuant
to the exercise of Options is conditioned upon the Company's reservation of the
right to withhold in accordance with any applicable law, from any compensation
or other amounts payable to the Optionee, any taxes required to be withheld
under federal, state or local law as a result of the Award or exercise of such
Option or the sale of the Shares issued upon exercise thereof.  To the extent
that compensation or other amounts, if any, payable to the Optionee is
insufficient to pay any taxes required to be so withheld, the Company may, in
its sole discretion, require the Optionee (or such other person entitled herein
to exercise the Option), as a condition of the exercise of an Option, to pay in
cash to the Company an amount sufficient to cover such tax liability or
otherwise to make adequate provision for the Company's satisfaction of its
withholding obligations under federal, state and local law, provided that such
satisfaction of tax liability is made within 60 days of the date on which
written notice of exercise has been given to the Company.
<PAGE>

          Section XXV.  Notices.

          Any notice to be given to the Company pursuant to the provisions of
this Plan shall be addressed to the Company in care of its Secretary (or such
other person as the Company may designate from time to time) at its principal
executive office, and any notice to be given to an Optionee shall be delivered
personally or addressed to him or her at the address given beneath his or her
signature on his or her Option Agreement, or at such other address as such
Optionee or his or her permitted transferee (upon the transfer of the Shares)
may hereafter designate in writing to the Company.  Any such notice shall be
deemed duly given on the date and at the time delivered via personal, courier or
recognized overnight delivery service or, if sent via telecopier, on the date
and at the time telecopied with confirmation of delivery or, if mailed, on the
date five (5) days after the date of the mailing (which shall be by regular,
registered or certified mail).  Delivery of a notice by telecopy (with
confirmation) shall be permitted and shall be considered delivery of a notice
notwithstanding that it is not an original that is received.  It shall be the
obligation of each Optionee and each permitted transferee holding Shares
purchased upon exercise of an Option to provide the Secretary of the Company, by
letter mailed as provided herein, with written notice of his or her direct
mailing address.

          Section XXVI.  No Enlargement of Optionee Rights.

          This Plan is purely voluntary on the part of the Company, and the
continuance of the Plan shall not be deemed to constitute a contract between the
Company and any Optionee, or to be consideration for or a condition of the
employment or service of any Optionee.  Nothing contained in this Plan shall be
deemed to give any Optionee the right to be retained in the employ or service of
the Company or any Subsidiary, or to interfere with the right of the Company or
any such corporation to discharge or retire any Optionee thereof at any time
subject to applicable law.  No Optionee shall have any right to or interest in
Awards authorized hereunder prior to the Award thereof to such Optionee, and
upon such Award he shall have only such rights and interests as are expressly
provided herein, subject, however, to all applicable provisions of the Company's
Certificate of Incorporation, as the same may be amended from time to time.

          Section XXVII.  Information to Optionees.

          The Company, upon request, shall provide without charge to each
Optionee copies of such annual and periodic reports as are provided by the
Company to its stockholders generally.

          Section XXVIII.  Availability of Plan.

          A copy of this Plan shall be delivered to the Secretary of the Company
and shall be shown by him to any eligible person making reasonable inquiry
concerning it.

          Section XXIX.  Invalid Provisions.

          In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein as invalid or unenforceable, and all such other
<PAGE>

provisions shall be given full force and effect to the same extent as though the
invalid or unenforceable provision was not contained herein.

          Section XXX.  Applicable Law.

          This Plan shall be governed by and construed in accordance with the
laws of the State of Texas.

          Section XXXI.  Board Action.

          Notwithstanding anything to the contrary set forth in this Plan, any
and all actions of the Board or Committee, as the case may be, taken under or in
connection with this Plan and any agreements, instruments, documents,
certificates or other writings entered into, executed, granted, issued and/or
delivered pursuant to the terms hereof, shall be subject to and limited by any
and all votes, consents, approvals, waivers or other actions of all or certain
stockholders of the Company or other persons required pursuant to:

          (i)   the Company's Certificate of Incorporation (as the same may be
                amended and/or restated from time to time);

          (ii)  the Company's Bylaws (as the same may be amended and/or restated
                from time to time); and

          (iii) any other agreement, instrument, document or writing now or
                hereafter existing, between or among the Company and its
               stockholders or other persons (as the same may be amended from
               time to time).