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                                                                   EXHIBIT 10.5

              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.
                            1991 STOCK OPTION PLAN
          Incentive Stock Option Agreement for Non-Executive Officers

Cambridge Technology Partners (Massachusetts), Inc. (the "Company"), a Delaware
corporation, hereby grants to the person named below an option to purchase all
or any part of the number of shares of Common Stock, $0.01 par value (the
"Common Stock"), of the Company (the "Option") under and subject to the
Company's 1991 Stock Option Plan (the "Plan"), exercisable on the following
terms and conditions and those set forth on the reverse side of this
certificate. This Option is intended to qualify and shall be treated as an
"incentive stock option" under Section 422(b) of the Internal Revenue Code of
1986, as amended from time to time (the "Code").

<TABLE> 
<S>                                                            <C> 
Option to Purchase: (Shares) Shares (the "Option Shares")      Date of Grant: (Grant Date)
-------------------                                            -------------- 
Granted to (the "Optionee"): (Name)                            Option Price: (Price)
----------------------------                                   -------------           
Social Security Number: (SSN)                                  Expiration Date:   25% on (Date)
-----------------------                                        ----------------       
                                                                                  25% on (Date)
                                                                                  25% on (Date)
                                                                                  25% on (Date)
</TABLE>

Vesting Start Date(the "Vesting Start Date"): (Vesting Start Date)
---------------------------------------------                        

Vesting Schedule:  To vest 25.000% on the one year anniversary of the Vesting
                   Start Date and an additional 2.083% each month thereafter up
                   to and including the 48th month so that the Option is fully
                   vested 48 months after the vesting start date.


By acceptance of this Option, the Optionee agrees to the terms and conditions on
the reverse side of this certificate and in the Plan.


                                                   /s/ James K. Sims
               -------------------------------     -----------------------------
                           [LOGO]                  JAMES K. SIMS
                                                
                Cambridge Technology Partners     CHIEF EXECUTIVE OFFICER
               ------------------------------- 

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              Cambridge Technology Partners (Massachusetts), Inc.

                             Terms And Conditions
1. Plan Incorporated by Reference.  This Option is issued pursuant to the terms
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   of the Cambridge Technology Partners (Massachusetts), Inc. 1991 Stock Option
   Plan, as amended (the "Plan"). Capitalized terms used and not otherwise
   defined in this certificate have the meanings given to them in the Plan. This
   certificate does not set forth all of the terms and conditions of the Plan,
   which are incorporated herein by reference. The Management Resource Committee
   of the Board of Directors ("MRC") administers the Plan and its determinations
   regarding the operation of the Plan are final and binding. Copies of the Plan
   may be obtained upon written request without charge from AST StockPlan, Inc.
   250 Broadway, 14th Floor, New York, NY, 10007, or on the Knowledge repository
   found on the internal Company web site address: http://w3.ctp.com/.
2. Option Price.  The price to be paid for each share of Common Stock issued
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   upon exercise of the whole or any part of this Option is the Option Price set
   forth on the face of this certificate.
3. Vesting Schedule.  No portion of this Option may be exercised until the date
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   on which such portion shall have vested.  Except as set forth herein, and
   subject to the determination of the Company in its sole discretion to
   accelerate the vesting schedule hereunder due to other circumstances and
   subject to a reduction in the percentage of Option Shares vesting each month
   in the event that the Optionee becomes employed on less than a full-time
   basis (such new percentage shall be determined by the Company at the time the
   Optionee becomes employed on less than a full time basis and shall be set
   forth in a replacement option agreement to be executed at that time), this
   Option shall be vested and exercisable with respect to the percentage of the
   total number of Option Shares as listed on the vesting and exercise schedule
   attached to this certificate.
4. Exercise of Option.
   ---------------------
   (a) Optionee may exercise only vested portions of this Option and only in the
       following manner. From time to time prior to the earlier to occur of (i)
       the termination hereof in accordance with the provisions of this Option,
       or (ii) the Expiration Date (as set forth in Paragraph 5 herein) with
       respect to a given portion of this Option, the Optionee may give written
       notice to the Company of his or her election to purchase some or all of
       the Option Shares for which this Option may be exercised at the time of
       such notice. Said notice shall specify the number of Option Shares to be
       purchased and shall be accompanied (i) by payment therefor in cash and
       (ii) by such agreement, statement or other evidence as the Company may
       require in order to satisfy itself that the issuance of the Option Shares
       being purchased pursuant to such exercise and any subsequent resale
       thereof will be in compliance with applicable laws and regulations,
       including without limitation all 
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       applicable federal and state securities laws and regulations. This Option
       shall not be exercisable for any fractional share.

  a    Certificates for the Option Shares so purchased will be issued to the
       Optionee upon compliance to the satisfaction of the Company with all
       requirements under applicable laws or regulations in connection with such
       issuance, including without limitation, if said Option Shares have not
       been registered under the Securities Act of 1933, as amended (the "Act"),
       receipt of a representation from the Optionee upon each exercise of this
       Option that the Optionee is purchasing the Option Shares for his or her
       own account and not with a view to any resale or distribution thereof,
       the legending of any certificate representing said Option Shares, and the
       imposition of a stop transfer order with respect thereto, to prevent a
       resale or distribution in violation of federal or state securities laws.
       Until the Optionee shall have complied with the requirements hereof and
       of the Plan, the Company shall be under no obligation to issue the Option
       Shares subject to this Option, and the determination of the MRC (as
       defined in the Plan) as to such compliance shall be final and binding on
       the Optionee. The Optionee shall not be deemed for any purpose to be the
       owner of any Option Shares subject to this Option until such Option
       Shares shall have been issued in accordance with the foregoing
       provisions.

  b    Notwithstanding any other provision hereof or of the Plan, no portion of
       this Option shall be exercisable (i) after its termination in accordance
       with the provisions hereof, (ii) after the Expiration Date applicable
       thereto (as set forth in Paragraph 5 herein), or (iii) at any time unless
       all necessary regulatory or other approvals have been received.

  c    To the extent that this Option is not exercised in full, it will be
       deemed to have been exercised first for any remaining Option Shares in
       the Installment (as defined in Paragraph 5 herein) which would otherwise
       expire on the next succeeding Expiration Date, then for any remaining
       Option Shares in the Installment which would otherwise expire on the
       second succeeding Expiration Date and so on, thereby reducing the number
       of Option Shares with respect to which this Option will expire on such
       Expiration Dates.

  5.   Expiration Date of Option and Underlying Option Shares. This Option will
       ------------------------------------------------------                  
       expire and terminate in equal Installments (each, an "Installment") on
       the following dates (each, an "Expiration Date"): (a) the date which is
       the fifth anniversary of the Vesting Start Date with respect to the
       portion of this Option which vests one year after the Vesting Start Date;
       (b) the date which is the sixth anniversary of the Vesting Start Date
       with respect to the portion of this Option which vests during the period
       beginning 13 months after the Vesting Start Date and ending 24 months
       after the Vesting Start Date; (c) the date which is the seventh
       anniversary of the Vesting Start Date with respect to the portion of this
       Option which vests during the period beginning 25 months after the
       Vesting Start Date and ending 36 months after the Vesting Start Date; and
       (d) the date which is the eighth anniversary of the Vesting Start Date
       with respect to the portion of this Option which vests during the period
       beginning 37 months after the Vesting Start Date and ending 48 months
       after the Vesting Start Date.

  6.   Termination of Employment.  This Option, as to any unexercised portion
       --------------------------                                            
       hereof, shall terminate on the date three (3) months after the date on
       which the Optionee is no longer employed by the Company or a subsidiary
       as defined in the Code (and, except as set forth in clauses (a) and (b)
       below, this Option shall not vest with respect to any additional Option
       Shares following the date on which the Optionee is no longer employed by
       the Company or a subsidiary as defined in the Code); provided, however,
       that (a) if such termination of 
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       employment results from the Optionee's permanent and total disability as
       defined in Section 22(e)(3) of the Code, this Option may be exercised,
       whether or not exercisable at the time of such termination, until the
       date twelve (12) months after such termination, or until the applicable
       Expiration Date with respect to any particular portion of this Option (as
       set forth in Paragraph 5 herein), whichever first occurs, and (b) if such
       termination of employment results from the Optionee's death, this Option
       may be exercised, whether or not exercisable at the time of such
       termination, by the Optionee's executors or administrators within twenty-
       four (24) months thereafter, or until the applicable Expiration Date with
       respect to any particular portion of this Option (as set forth in
       Paragraph 5 herein), whichever first occurs. No Option will confer upon
       the Optionee any right to continued employment by the Company or any
       subsidiary of the Company, nor will it interfere in any way with the
       Optionee's right or the Company's or any such subsidiary's right to
       terminate, or otherwise modify the terms of, the Optionee's employment at
       any time.

  7.   Transferability.  Except as otherwise permitted by the Plan, each of this
       ----------------                                                         
       certificate and this Option is personal to the Optionee, is non-
       assignable and is not transferable in any manner, by operation of law or
       otherwise, other than by will or by the laws of descent and distribution,
       is exercisable, during the Optionee's lifetime, only by the Optionee.

  8.   Effect of Certain Transactions. If the Company is merged into another
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       entity, or if one or more entities is merged into the Company or there is
       a consolidation of the Company and one or more entities and, in any such
       case, the shares of Common Stock are converted into cash, securities or
       other property other than shares of Common Stock, or if the Company is
       liquidated, or sells or otherwise disposes of substantially all its
       assets to another entity while unexercised Options remain outstanding
       under the Plan, then: (i) subject to the provisions of clause (iii)
       below, this Option will terminate as of the effective date of any such
       merger, consolidation, liquidation or sale, provided that (x) notice of
       such termination shall be given to the Optionee and (y) the Optionee
       shall have the right to exercise this Option to the extent that it is
       then exercisable, during the 15-day period preceding the effective date
       of such merger, consolidation, liquidation or sale, contingent upon the
       consummation of such merger, consolidation, liquidation or sale,
       provided, however, that in no event shall any portion of this Option be
       exercisable after the Expiration Date applicable to such portion; (ii)
       the MRC, with the approval of the Board of Directors of the Company, may
       in its discretion accelerate the time for exercise of any unexercised and
       unexpired portion of this Option, including the then unvested portion of
       this Option, to and after a date prior to the effective date of such
       merger, consolidation, liquidation or sale specified by the MRC, and
       (iii) the MRC, with the approval of the Board of Directors of the
       Company, may provide that after the effective date of such merger,
       consolidation or sale (x) this Option shall survive and the Optionee
       shall be entitled, upon exercise of this Option, to receive, in lieu of
       shares of Common Stock, shares of stock or other securities as the
       holders of shares of Common Stock received pursuant to the terms of the
       merger, consolidation or sale or (y) this Option shall terminate and the
       Optionee shall be entitled to receive, in lieu of shares of Common Stock,
       cash in an amount per Option Share equal to the consideration per share
       of Common Stock received pursuant to the terms of the merger,
       consolidation or sale less the Option Price.

  9.   Tax Withholding.  The Optionee shall, not later than the date as of which
       ----------------                                                         
       the exercise of this Option or disposition of Option Shares becomes a 
       taxable 
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       event for Federal income tax purposes, pay to the Company 
       or make arrangements satisfactory to the MRC for payment of any 
       Federal, state, and local taxes required by law to be withheld
  10.  Notice to Company of Disqualifying Disposition. If this Option is
       ------------------------------------------------          
       intended to be an incentive stock option under the Plan set forth on the
       face of this certificate, by acceptance hereof, the Optionee agrees
       to notify the Company in writing immediately after he or she makes a
       Disqualifying Disposition (as described in Sections 421, 422 and 424 of
       the Code and regulations thereunder) of any stock acquired pursuant to
       the exercise of incentive stock options under the Plan. A Disqualifying
       Disposition is generally any disposition occurring within two years of
       the date the incentive stock option was granted or within one year of the
       date the incentive stock option was exercised, whichever period ends
       later. Such notice shall be mailed or delivered to the Company at its
       principal place of business.
   11. Representations.  By acceptance of this Option, the Optionee agrees,
       ----------------                                                    
       acknowledges and understands that a purchase of shares under this Option
       will not be made with a view to their distribution, as that term is used
       in the Act unless, in the opinion of counsel to the Company such
       distribution is in compliance with or exempt from the registration and
       prospectus requirements of the Act, and the Optionee agrees to sign a
       certificate to such effect at the time of exercising this option and
       agrees that the certificate for the shares so purchased may be inscribed
       with a legend to ensure compliance with the Act.