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                                                                   EXHIBIT 10.19



                                    AGREEMENT

                                     BETWEEN

                           CITIZENS UTILITIES COMPANY

                                       AND

                          CONVERGENT GROUP CORPORATION

                            (CVG REFERENCE NO. U181)


       This AGREEMENT (hereinafter referred to as "Agreement") is made and
entered into on _____________, 1997, by and between Citizens Utilities Company
(hereinafter referred to as "CLIENT"), located at High Ridge Park, Stamford, CT
06905-1390, and Convergent Group Corporation (hereinafter referred to as
"CONSULTANT"), located at 6200 S. Syracuse Way, Englewood, CO 80111, for the
sale of hardware manufactured by third parties hereto (hereinafter referred to
as "Hardware"), the licensing and maintenance of Third-Party Application
Software and Operating System Software (hereinafter referred to as "Software"),
associated documentation (hereinafter referred to as "Documentation"), and
professional Consultant Services required to provide technical and management
consulting expertise to CLIENT for custom application software and custom
application software systems as well as provide technical services related
thereto as defined in Attachments, attached hereto and incorporated herein by
this reference.

       In consideration of the covenants and agreements contained herein and
other good and valuable consideration, the sufficiency of which is hereby
mutually acknowledged, the parties hereto agree as follows:

1.     STATEMENT OF SERVICES - SCOPE OF WORK

1.1    CONSULTANT agrees to provide CLIENT with professional services of
CONSULTANT's staff to perform management and technical consulting tasks for the
implementation of the DESIGN GIS Project in accordance with Attachment A - Scope
of Work, which is attached hereto and incorporated herein by this reference.

1.2    All work shall be performed in accordance with sound and generally
accepted professional practices and industry standards by professional,
managerial and administrative personnel fully qualified in the respective
professional disciplines required.


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2.     SOLE AGREEMENT

2.1    This Agreement and the Attachments hereto constitute the entire agreement
and understanding of the parties with respect to the subject matter hereof and
supersedes and replaces all prior agreements and understandings, whether oral or
written. Additional agreements in writing between the parties, such as proposals
from CONSULTANT and written acceptances by CLIENT, may be attached as
Attachments to this Agreement in order to specifically define CONSULTANT's
participation on individual projects for which CLIENT shall engage CONSULTANT to
provide such services which agreements shall be herein incorporated and made a
part hereof by this reference. This Agreement may not be changed or terminated
verbally by, or on behalf of, either party.

3.     CONSULTANT EMPLOYEES

3.1    CONSULTANT personnel shall be and will remain at all times, during this
Agreement, employees of CONSULTANT. CLIENT shall not be responsible for any
payments due CONSULTANT employees on account of, or in connection with, this
Agreement.

3.2    CONSULTANT employees assisting CLIENT under this Agreement who are found,
in CLIENT's sole opinion, to be unsatisfactory for services to be performed
hereunder, shall be removed by CONSULTANT immediately upon receipt of written
notice from CLIENT. Such employee shall be replaced with another CONSULTANT
employee satisfactory to CLIENT as soon as possible.

4.     PATENTS AND INVENTIONS

4.1    The CONSULTANT has developed numerous proven proprietary materials which
provide the methodologies for the development of the Deliverables. The use of
these materials contributes to the cost-effectiveness of CONSULTANT services.
CLIENT agrees that CONSULTANT shall own all such products, materials, and
methodologies and that CLIENT shall have or obtain no rights in such proprietary
products, materials, and methodologies except pursuant to a separate written
agreement executed by the parties. CLIENT understands that CONSULTANT
proprietary costs analysis and strategic planning models and facilities database
models and designs or certain software products may be used under this Agreement
and CLIENT agrees not to exhibit, distribute, or otherwise disclose any such
proprietary methods and materials to external or third parties without the prior
approval in writing from CONSULTANT. The CONSULTANT shall continue to market,
distribute, make derivative works from and sell similar work to other companies
without further notice to nor consent from CLIENT. Nothing in this Agreement
shall restrict or prohibit CONSULTANT's right to use concepts, techniques, and
know-how used or developed in the course of performing these services.

4.2    CONSULTANT shall be the owner of copyright or other intellectual property
rights in such Deliverable Products. CONSULTANT grants to CLIENT a perpetual
unrestricted, royalty-free license to reproduce and use, for CLIENT's internal
purposes only, any materials developed for CLIENT related to this Agreement, not
including Third-Party Software Licenses. CLIENT


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agrees not to exhibit, distribute, or otherwise disclose any proprietary
software, methods, or materials to external or third parties without the prior
approval in writing from CONSULTANT. This section shall survive termination or
expiration of this Agreement for any reason.

4.3    All Third-Party Software licenses will be executed between the CLIENT and
the Third-Party Software vendor. Grants of licenses for all Third-Party Software
licenses will be transferred from the Third-Party to the CLIENT in accordance
with a mutually acceptable license agreement.

5.     TOTAL COST AND FEES

5.1    The total price for the implementation of project to support the CLIENT's
business objectives is $17,806,739.00 which is comprised of a Fixed Price
component as defined in Attachment B - Fixed Price Payments and an Estimated
component as defined in Attachment C - Billing Terms for Estimated Work.

5.2    The Firm Fixed price is $7,346,739.00 and includes the delivery of
Services and Land and Facility Data Conversion. The description of the tasks
associated with fixed work effort is contained in Attachment A - Scope of Work
and the billing schedule for the fixed costs and fees is contained in Attachment
B - Fixed Price Payments.

5.3    The total estimated costs and fees are $10,460,000.00. These costs and
fees include all estimated expenses for the project (expenses will be billed to
CLIENT at cost plus a three and one-half percent (3 1/2%) administrative fee),
custom applications, system integration development, Hardware and Third-Party
Software as further defined in Attachment C - Billing Terms for Estimated Work.
Incidental Expenses shall include, without limitation, the following: air
transportation, auto rental, rail transportation, cabs, reasonable lodging and
meals, express air shipments, data transmittal, telephone calls, and copying
costs. The description of the tasks associated with the estimated work effort is
contained in Attachment A - Scope of Work and the billing terms for the
estimated cost and fees are contained in Attachment C - Billing Terms for
Estimated Work.

5.4    The cost and fees set forth in Attachment B - Fixed Price Payments and
Attachment C - Billing Terms for Estimated Work are exclusive of the following
and CLIENT agrees to:

       5.4.1  enter into a contract amendment for any CLIENT-directed change of
              scope in accordance with Clause 11.1.2 of this Agreement.

       5.4.2  all taxes, however designated, paid or payable by hereunder,
              exclusive of taxes based on the net income of CONSULTANT. If any
              charges under this Agreement are exempt from sales or use tax
              liability, CLIENT shall provide to CONSULTANT, upon execution of
              this Agreement, evidence of tax exemption acceptable to the
              relevant taxing authority.


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6.     PAYMENT

6.1    The Firm Fixed Price payment schedule is contained in Attachment B -
Fixed Price Payments which is attached hereto and incorporated herein by this
reference. The Estimated Cost and Fees billing terms are delineated in
Attachment C - Billing Terms for Estimated Work which is attached hereto and
incorporated herein by this reference.

6.2    In the event that an invoice remains unpaid for thirty (30) days after
the date it is delivered to CLIENT, the CONSULTANT shall charge CLIENT interest
at the rate of 1 1/2 percent per month on the unpaid balance of said invoice
from date of its delivery to CLIENT.

6.3    All invoices will be addressed to:

       Mr. Karl Weber
       Louisiana Gas Service Co.
       1233 Westbank Expressway
       P.O. Box 433
       Harvey, LA  70059

6.4    CLIENT will make payments using Electronic Funds Transfers using the bank
and account information contained in Attachment F - Electronic Funds Transfer.

7.     TERM; TERMINATION OF AGREEMENT

7.1    This Agreement shall remain in full force and effect until the earlier of
(a) the services to be performed hereunder are completed or (b) earlier
termination, as provided below.

7.2    Termination for Default. If either party shall at any time commit any
material breach of any covenant, or warranty under this Agreement, and (i) shall
fail to cure such breach within thirty (30) days of written notice of such
breach or (ii) if it is not curable within thirty (30) days of written notice,
shall fail to diligently commence to cure it within thirty (30) days of notice,
the defaulted party may at its option and in addition to any other remedies to
which it is entitled, terminate this Agreement by written notice.

7.3    Except as may be prohibited by the U.S. bankruptcy laws, in the event of
either party's insolvency or inability to pay debts as they become due,
voluntary or involuntary bankruptcy proceedings by or against a party hereto, or
appointment of a receiver or assignee for the benefit of creditors, the other
party may terminate this Agreement by written notice.

7.4    CONSULTANT shall have the right to terminate this Agreement by written
notice to CLIENT upon CLIENT's failure to pay CONSULTANT any nondisputed amount
due hereunder within sixty (60) days after such amount was due and payable. Any
disputed amounts shall be resolved in accordance with Section 32, Dispute
Resolution Arbitration herein.


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7.5    If this Agreement is terminated after CONSULTANT has commenced any work,
mobilization, or other off-site activities under this Agreement, CONSULTANT will
be paid for all outstanding invoices and its actual incurred costs and legally
committed accrued costs from date of termination, including reasonable
demobilization and project costs associated with vacating the site, determined
in accordance with generally accepted accounting principles consistently
applied..

7.6    All license rights granted shall cease upon any termination or
cancellation of this Agreement. Within fifteen (15) days after termination of
the license rights granted herein, or termination or cancellation of this
Agreement for any reason, CLIENT agrees to certify to CONSULTANT in writing that
the original and all copies of the Software and Documentation, in any form, have
been destroyed.

8.     CONFIDENTIALITY OF INFORMATION

8.1    The parties acknowledge that in the course of this Agreement they will
have access to, and/or will be in possession of, Confidential Information of the
other. "Confidential Information" shall mean information regarded by that party
as confidential, including, but not limited to, information relating to its
past, present, or future research, development, or business affairs; future
project purchases; any proprietary products, materials, or methodologies; all
items prepared for and submitted to CLIENT in connection with work performed
under this Agreement, including drafts and associated material; and any other
information marked or, in the case of information verbally disclosed, verbally
designated as confidential at the time of disclosure by that party.

8.2    Each party shall hold in confidence, in the same manner as it holds its
own confidential information of like kind, all Confidential Information of the
other to which it may have access hereunder. Access to Confidential Information
shall be restricted to those of the disclosing party's personnel, subcontractors
and other agents with a need to know and engaged in a permitted use.
CONSULTANT's deliverable products marked confidential shall neither be exhibited
nor distributed in any way to parties external to CLIENT, CLIENT's personnel,
subcontractors, and agents (including, but not limited to, Cinergy consultants)
not engaged in the performance of this Agreement.

8.3    The foregoing shall not prohibit or limit either party's use of
information including, but not limited to, ideas, concepts, know-how,
techniques, and methodologies which (i) are or become generally available to and
known by the public (other than as a result of an unpermitted disclosure
directly or indirectly by the receiving party hereunder or its agents,
representatives, or advisors), (ii) is or becomes available to it on a
nonconfidential basis from a source other than the furnishing party or its
affiliates, advisors, agents, or representatives, provided that such source is
not and was not bound by a confidentiality agreement with or other obligation of
secrecy to the furnishing party, (iii) has already been or is hereafter
independently acquired or developed by it without violating any confidentiality
agreement or other obligation of secrecy to the furnishing party, or (iv) is
required by law or regulation to be disclosed, provided, however,


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that it shall give the furnishing party reasonable advance notice of such
requirement so that the furnishing party may seek appropriate legal relief
against such disclosure.

8.4    The parties hereto agree and acknowledge that any such Confidential
Information shall be considered for all purposes confidential and privileged
information under any local, state, or federal law and such Confidential
Information shall not be released pursuant to any local, state, or federal act,
law, or statute concerning "freedom of information."

8.5    This section shall survive termination or expiration of this Agreement
for any reason for a period of five (5) years.

8.6    Each Party acknowledges and agrees that the provisions of this section
are essential to both CONSULTANT and CLIENT and are reasonable and necessary to
protect the legitimate interests of both Parties and that the damages sustained
by either Party as a result of a breach of the agreements contained herein will
subject the damaged Party to immediate, irreparable harm and damage, the amount
of which, although substantial, could not be reasonably ascertainable, and that
recovery of damages at law will not be an adequate remedy. Therefore, both
Parties agree that the damaged Party, in addition to any other remedy it may
have under this Agreement or at law, shall be entitled to injunctive and other
equitable relief to prevent or curtail any breach of any provision of this
section. The breaching Party waives any right to the posting of a bond in the
event of an issuance of a temporary restraining order, preliminary injunction,
or permanent injunction upon the issuance of said order by a court of competent
jurisdiction.

8.7    Upon termination or expiration of this Agreement for any reason, both
Parties shall return to the other Party any confidential information or
proprietary information belonging to the other Party which is in their
possession, except that CONSULTANT shall be entitled to retain a duplicate set
of any configuration and/or customized Software delivered by CONSULTANT in
connection with this Agreement. This section shall survive termination or
expiration of this Agreement for any reason.

9.     EQUAL EMPLOYMENT

9.1    In performing the services hereunder, CONSULTANT agrees to comply with
all applicable local, state, and federal laws, regulations, and orders relating
to fair and equal employment opportunity practices and policies.

10.    NON-SOLICITATION OF CONSULTANT OR CLIENT EMPLOYEES

10.1   The Parties agree that neither Party will during the term of this
Agreement and for a period continuing for 24 months after the expiration or
termination of this Agreement, for any reason, directly or indirectly solicit,
influence, entice, or encourage any person who is then or had been within one
(1) year of such action an employee of the other Party to cease his or her
relationship with his or her employer, or otherwise interfere with, disrupt, or
attempt to disrupt any past, present, or prospective relationship, contractual
or otherwise, between the other Party and any of its employees.


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10.2   CLIENT and CONSULTANT further agree that neither Party will not, during
the term of this Agreement and for a period continuing for 24 months thereafter,
hire or attempt to hire, whether as an employee, consultant, or otherwise, any
person who was employed by the other Party at any time during the term of this
Agreement.

10.3   Each Party acknowledges and agrees that the provisions of this section
are essential to both CONSULTANT and CLIENT and are reasonable and necessary to
protect the legitimate interests of both Parties and that the damages sustained
by either Party as a result of a breach of the agreements contained herein will
subject the damaged Party to immediate, irreparable harm and damage, the amount
of which, although substantial, could not be reasonably ascertainable, and that
recovery of damages at law will not be an adequate remedy. Therefore, both
Parties agree that the damaged Party, in addition to any other remedy it may
have under this Agreement or at law, shall be entitled to injunctive and other
equitable relief to prevent or curtail any breach of any provision of this
section. The breaching Party waives any right to the posting of a bond in the
event of an issuance of a temporary restraining order, preliminary injunction,
or permanent injunction upon the issuance of said order by a court of competent
jurisdiction.

10.4   This section shall survive termination or expiration of this Agreement
for any reason.

10.5   If the scope of any restriction contained in this section is too broad to
permit enforcement of such restriction to its fullest extent, then such
restriction shall be enforced to the maximum extent permitted by law and CLIENT
hereby consents and agrees that the scope may be judicially modified in any
proceeding brought to enforce such restriction.

11.    SPECIAL CONDITIONS

11.1   The following conditions are incorporated into the understandings
associated with this Agreement:

       11.1.1 If the project scope of work is requested to be increased or
       changed by CLIENT in such a manner as to require additional labor or
       expenses, and CONSULTANT agrees to such changes, the parties will adjust
       both scope and cost and fees, or other affected terms through written
       amendment to this Agreement.

       11.1.2 CLIENT and CONSULTANT reserve the right to subsequently amend this
       Agreement to include additional services or associated products.
       Compensation for additional services or products will be as agreed by
       CLIENT and CONSULTANT and may be incorporated as Attachments to this
       Agreement in accordance with Attachment E - Change Order Procedure. All
       work to be accomplished will be defined in written change orders approved
       by the parties. The change orders will define the objectives to be
       addressed, the scope of services to be provided, the products to be
       delivered, the schedule to be met, special considerations (as
       appropriate) and a change order price estimate or fixed fee. The
       CONSULTANT will be reimbursed as provided in the change order.


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       11.1.3 CONSULTANT's project team members will have the opportunity and
       authority to contact personnel at CLIENT directly in the performance of
       technical consulting duties.


12.    ADDRESSES OF PARTIES TO AGREEMENT

12.1   All correspondence, contracts, and communications between the parties to
this Agreement should be made to the following:

       Louisiana Gas Service Co.
       1233 Westbank Expressway
       P.O. Box 433
       Harvey, LA  70059

       Attn:  Karl Weber

       Telephone: (504) 374-7476
       Facsimile: (504) 374-7679

       Convergent Group Corporation
       6200 South Syracuse Way, Suite 200
       Englewood, CO  80111

       Attn:  David J. Stewart

       Telephone: (303)  741-8400
       Facsimile: (303)  741-8401

12.2   All notices required or permitted hereunder shall be sufficient if given
in writing and if delivered personally, by overnight courier, or by certified
mail, return receipt requested, postage prepaid, addressed to the CONSULTANT or
CLIENT, as the case may be, at the addresses set forth above or at such other
address as such party shall have designated in the manner provided in this
section. Notice shall be deemed given on the date of receipt, in the case of
personal delivery, or on the delivery or refusal date, as specified on the
return receipt, in the case of overnight courier or certified mail.

13.    CONSULTANT TRAINING

13.1   Subject to a mutually agreed to schedule, CONSULTANT will provide
training to the CLIENT in the use of the CONSULTANT Software listed in
Attachment A - Scope of Work. The extent of such training, number of CLIENT
personnel to be trained, location of such training, and the appropriate price
are reflected in the Attachments.


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14.    HARDWARE DELIVERY/INSTALLATION

14.1   Some Hardware will initially be delivered to CONSULTANT to be used for
planning and development efforts. During the period that the Hardware is located
at CONSULTANT's facility, Risk of Loss shall be with CONSULTANT and CONSULTANT
is authorized by CLIENT to install, maintain, and request warranty remedies from
the Third-Party Hardware manufacturer during the period it is located at
CONSULTANT's facility.

14.2   Risk of Loss to Hardware and Software shall pass to CLIENT upon delivery
of same to CLIENT's installation site. Subject to manufacturer warranties, the
Hardware and Software will be deemed accepted when used by CONSULTANT (if
initially delivered to CONSULTANT) or by CLIENT (if initially delivered to
CLIENT installation site) in the ordinary course of business.

15.    HARDWARE MAINTENANCE

15.1   CONSULTANT may provide Hardware Maintenance to CLIENT. The terms of the
Hardware Maintenance will be in accordance with mutually agreed upon Maintenance
provisions.

16.    SOFTWARE MAINTENANCE

16.1   CONSULTANT will procure Third-Party Software Maintenance through the end
of this Agreement based upon a mutually agreed upon schedule of costs and fees
between CLIENT and CONSULTANT. Third-Party Software Maintenance will be adjusted
quarterly until all Third-Party Software Maintenance is totally synchronized at
the end of the contract. CONSULTANT will provide one (1) additional year of
Third-Party Software Maintenance to CLIENT upon the completion of the contract.
The terms of the Third-Party Software Maintenance will be in accordance with
mutually agreed upon maintenance provisions.

16.2   Custom Software Maintenance. CONSULTANT will provide custom application
software maintenance after the acceptance of each Development Release through
the completion of this Agreement. During the contract period of performance
maintenance for the Development Releases will be adjusted semi-annually until
maintenance is totally synchronized at contract completion. CONSULTANT will
provide customer software maintenance for one (1) additional year after contract
completion. Thereafter, maintenance shall be provided in a mutually agreed to
schedule of costs and fees between CLIENT and CONSULTANT. The terms of the
Software Maintenance will be in accordance with mutually agreed upon maintenance
provisions to be added at a later date.

17.    WARRANTY AND DISCLAIMER

17.1   CONSULTANT warrants that for ninety (90) days after the Installation Date
(i) any Hardware which is procured for CLIENT by CONSULTANT will be free from
defects in materials and workmanship (ii) any Third-Party Software which is
procured for CLIENT by CONSULTANT will perform substantially in compliance with
the Documentation provided by


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CONSULTANT for ninety (90) days after the Installation Date, and (iii) the
system integration will meet the requirements contemplated by the Scope of Work,
if any, as demonstrated by the successful completion of the mutually agreed upon
acceptance criteria.

17.2   CONSULTANT MAKES NO OTHER WARRANTIES OF ANY KIND EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT BY WAY OF LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
HARDWARE, SOFTWARE, DOCUMENTATION, TECHNICAL INFORMATION, AND TECHNICAL
ASSISTANCE PROVIDED BY CONSULTANT PURSUANT TO THIS AGREEMENT.

18.    LIMIT OF LIABILITY

18.1   CONSULTANT's liability in respect to services provided under this
Agreement shall be limited to claims directly attributable only to the failure
of CONSULTANT's agents or employees to exercise the degree of skill and
performance normally exercised by duly qualified persons performing similar
functions. The amount of CONSULTANT's liability shall not exceed the total
amount of this Agreement. IN NO EVENT SHALL CONSULTANT, ITS EMPLOYEES OR AGENTS
BE LIABLE FOR LOSS OF EARNINGS, LOSS OF PROFITS, LOSS OF INTEREST, JUDGMENTS,
AWARDS, OR CONTRIBUTION THERETO, OR ANY OTHER SPECIAL, INDIRECT, OR
CONSEQUENTIAL DAMAGE, HOWEVER CAUSED.

19.    NEGLIGENCE

19.1   Each party shall be responsible for willful misconduct and negligent acts
or omissions of its agents and employees. Each party shall indemnify, hold
harmless, and defend the other from and against all liabilities for bodily
injury and property damage caused by the willful or negligent act or omission of
the indemnifying party or its agents or employees. This section shall survive
termination or expiration of this Agreement for any reason.

20.    LIMITATION OF REMEDIES

20.1   CONSULTANT's entire liability and the CLIENT's exclusive remedy in
respect to services and materials provided under this Agreement with the
exception of the Indemnity Agreement in Section 21, shall be that CONSULTANT
will, pursuant to applicable maintenance provisions, restore the Hardware to
working order if it should fail due to defects in materials and workmanship and
correct the Third-Party or Custom Software if it should fail to substantially
conform to the Documentation provided by CONSULTANT, during the period in which
CONSULTANT is providing maintenance services in accordance with Sections 15 and
16 herein. However, if CONSULTANT is unable to cure such defects, as CLIENT's
exclusive remedy, CONSULTANT will grant CLIENT a refund for the Hardware and/or
Third-Party or Custom Software involved, based upon its straight line
depreciated value over the life of the product as determined jointly by CLIENT
and CONSULTANT and accept its return.


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20.2   CONSULTANT's entire liability for damages for any cause whatsoever, and
regardless of the form of action, shall be limited to CLIENT's actual direct
damages not to exceed the amount paid to CONSULTANT under this Agreement for the
specific item that caused the damage or that is the subject matter of, or is
directly related to, the cause of action. This limitation is not applicable to
claims for patent, copyright, and trade secret infringement which claims are
covered by Section 21.

20.3   IN NO EVENT SHALL CONSULTANT, ITS OFFICERS, AGENTS, AND EMPLOYEES BE
LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY THEORY OF TORT,
CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

21.    PATENTS, TRADEMARKS AND TRADE SECRET INFRINGEMENT INDEMNITY

21.1   CONSULTANT shall defend, at its expense, any action brought against
CLIENT to the extent that it is based upon a claim that any Hardware, Software,
or Documentation infringes a patent, copyright, or violates any Third-Party
trade secret or proprietary right and shall pay all costs and damages finally
awarded against CLIENT, provided that CONSULTANT is given prompt written notice
of such claim and is given information, reasonable assistance, and sole
authority to defend or settle the claim.

21.2   If any such action is brought, or in CONSULTANT opinion is likely to be
brought, then CONSULTANT may at its election (i) obtain for CLIENT the right to
continue using the Hardware, Software, or Documentation; (ii) replace or modify
such so that it becomes noninfringing; or, (iii) if such remedies are not
reasonably available, accept CLIENT's return of the Hardware, Software, or
Documentation, and grant CLIENT a refund for the Hardware, Software, or
Documentation involved, based upon its straight line depreciated value over the
life of the product as determined jointly by CLIENT and CONSULTANT.

21.3   CONSULTANT shall have no obligation under this section if the alleged
infringement or violation is based upon the use of the Hardware, Software, or
Documentation in combination with other hardware, software, or documentation not
furnished by CONSULTANT or if such claim arises from CONSULTANT compliance with
CLIENT's designs, specifications, or instructions, or from CLIENT's modification
of the Hardware, Software, or Documentation.

21.4   CONSULTANT shall have no liability for infringement of patents,
copyrights, or violation of trade secrets or proprietary rights except as
expressly provided in this section.

22.    GOVERNING LAW

       This Agreement will be governed by the laws of the State of Connecticut,
without regard to the conflicts of laws principles of such state.


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23.    ENFORCEMENT EXPENSES

23.1   In the event of a breach or threatened breach of any term or provision of
this Agreement, the nonbreaching party shall be entitled to all of its remedies
available at law or in equity and in addition shall be entitled to be reimbursed
for all of its costs and expenses in enforcing this Agreement, including, but
not limited to, reasonable attorneys' fees. This section shall survive
termination or expiration of this Agreement for any reason.

24.    ATTACHMENTS

24.1   The Attachments attached hereto form a part of and are incorporated
herein by this reference.

       Attachment A: Scope of Work
       Attachment B: Fixed-Price Payments
       Attachment C: Billing Terms for Estimated Work
       Attachment D: Project Assumptions
       Attachment E: Change Order Procedure
       Attachment F: Electronic Funds Transfer
       Attachment G: Project Schedule - TBD
       Attachment H: Deliverable Acceptance Procedures

25.    CAPTIONS AND HEADINGS

25.1   The captions and headings herein are for convenience only and in no way
shall be used in the interpretation or construction of this Agreement.

26.    WAIVER OF COMPLIANCE

26.1   Any failure by any Party hereto to enforce at any time any term or
condition of this Agreement shall not be considered a waiver of that Party's
right to later enforce each and every term and condition hereof.

27.    ASSIGNMENT; BINDING EFFECT

27.1   This Agreement may not be assigned by either Party hereto without the
prior written consent of the other Party which consent shall not be unreasonably
withheld. This Agreement shall be binding upon and inure to the benefit of each
of the Parties and its respective successors and permitted assigns.

28.    DELAYS

28.1   Any loss, damage, or delay in, or failure of, performance by CONSULTANT
shall not constitute a default hereunder be a ground for termination of this
Agreement, or give rise to any claims for damage against CONSULTANT if such
loss, damage, delay, or failure is attributable


Proprietary and Confidential                           Convergent Group/FGM1074F

                                      -12-
<PAGE>   13
Citizens Utilities Company
Convergent Group Corporation Professional Services Agreement
--------------------------------------------------------------------------------


in whole or in part to any cause beyond the control of CONSULTANT. These causes
include, but are not limited to, acts or omissions of CLIENT causing delay, acts
of God or the public enemy, compliance with any order, decree, or request of any
governmental authority, fires, floods, explosions, accidents, riots, strikes,
labor difficulties, or other concerted acts of workmen, or any other cause not
within the reasonable control of CONSULTANT. In the event of the occurrence of
any such delay, the time for the performance by CONSULTANT of its services shall
be extended for a period of time equivalent to the time attributable to such
delay.

29.    SEVERABILITY

29.1   If any provision of this Agreement or the application thereof to any
party or circumstance shall be declared invalid, illegal, or unenforceable, the
remainder of this Agreement shall be valid and enforceable to the extent
permitted by applicable law. In such event, the parties shall use their best
efforts to replace the invalid or unenforceable provision with a provision that,
to the extent permitted by applicable law, achieves the purposes intended under
the invalid or unenforceable provision.

30.    INSURANCE

       During the term of this Agreement, CONSULTANT shall provide and maintain
at its own expense the following kinds of insurance with limits of liability as
set forth below:

<TABLE>
<CAPTION>
       Insurance                             Limits of Liability
       ---------                             -------------------
<S>                                          <C>
       Workman's Compensation                Statutory

       Commercial General Liability          $2,000,000

       Automobile Liability                  $1,000,000

       Excess Liability                      $10,000,000
</TABLE>

30.2   CONSULTANT agrees to provide CLIENT during the term of the Agreement with
a certificate of insurance evidencing the coverages required above naming CLIENT
as an additional insured under each such policy, with waiver of subrogation and
stating the policy numbers and inception and expiration dates of all policies.
This certificate of insurance shall also provide for 10 days prior notice to the
CLIENT in the event of cancellation of the policy. Said certificate shall be
furnished to CLIENT prior to the commencement of any work under this Agreement.

31.    INDEPENDENT CONTRACTOR STATUS

31.1   The parties to this Agreement are independent contractors, and none of
the provisions of this Agreement shall be interpreted or deemed to create any
relationship between such parties other than that of independent contractors.
Nothing contained in this Agreement shall be


Proprietary and Confidential                           Convergent Group/FGM1074F

                                      -13-
<PAGE>   14
Citizens Utilities Company
Convergent Group Corporation Professional Services Agreement
--------------------------------------------------------------------------------


construed to create a relationship of employer and employees, master and
servant, principal and agent, or coventurers between CLIENT and CONSULTANT,
between CLIENT and any employee of CONSULTANT, or between CONSULTANT and any
employee of CLIENT. CLIENT shall have no right to control or direct the details,
manner, or means by which CONSULTANT performs the services hereunder, provided
that such services shall be performed to CLIENT's reasonable satisfaction. In
performing such services, CONSULTANT shall have no control over or management
authority with respect to CLIENT or its operations.

32.    DISPUTE RESOLUTION ARBITRATION

32.1   Any and all disputes arising out of or in connection with the execution,
interpretation, performance, or nonperformance of this Agreement or any other
certificate, agreement, or other instrument between, involving, or affecting the
parties (including the validity, scope, and enforceability of this arbitration
agreement) shall be solely and finally settled by a single arbitrator in
accordance with the Commercial Rules of the American Arbitration Association
(the "Rules"); provided, however, that in the event of conflict between the
Rules and the terms of this Agreement, the terms of this Agreement shall govern.
The place of arbitration shall be Stamford, Connecticut, and the law applicable
to the arbitration procedure shall be the Federal Arbitration Act (9 USC P 2).
To commence arbitration of any such dispute, the party desiring arbitration
shall notify the other party in writing in accordance with the Rules. In the
event that the parties fail to agree on the selection of an arbitrator within
fifteen (15) days after the delivery of such notice, the arbitrator shall be
selected by the American Arbitration Association upon the request of either
party.

32.2   The Parties agree that the award of the arbitrator shall (1) be the sole
and exclusive remedy between them regarding any claims, counterclaims, or issues
presented to the arbitrator; (2) be final and subject to no judicial review; and
(3) be made and shall promptly be payable in U.S. dollars free of any tax,
deduction, or offset. The Parties further agree that any costs, fees, or taxes
incident to enforcing the award shall, to the maximum extent permitted by law,
be charged against the Party resisting such enforcement. The Parties hereto
agree that judgment on the arbitration award may be entered and enforced in any
court having jurisdiction over the Parties or their assets.

33.3   Each Party shall, except as otherwise provided herein, be responsible for
its own expenses, including legal fees, incurred in the course of any
arbitration proceedings. The fees of the arbitrator shall be divided evenly
between the Parties.

33.4   CONSULTANT shall carry on and be paid for the services not in dispute and
maintain the schedule for services during any arbitration or litigation
proceedings, unless otherwise agreed by CONSULTANT or CLIENT in writing.


Proprietary and Confidential                           Convergent Group/FGM1074F

                                      -14-
<PAGE>   15
Citizens Utilities Company
Convergent Group Corporation Professional Services Agreement
--------------------------------------------------------------------------------


IN WITNESS WHEREOF, the parties have executed this Agreement effective the 15
day of September, 1997.


CITIZENS UTILITIES COMPANY                       CONVERGENT GROUP CORPORATION

By: /s/ J. MICHAEL LOVE                          By: /s/ GLENN E. MONTGOMERY
   -------------------------------------             ---------------------------

Name: J. Michael Love                            Name:  Glenn E. Montgomery
     -----------------------------------

Title: VICE PRESIDENT PUBLIC SERVICES            Title:  Chairman & CEO
      ----------------------------------


Proprietary and Confidential                           Convergent Group/FGM1074F

                                      -15-
<PAGE>   16
                                                                   EXHIBIT 10.19
ATTACHMENT A - SCOPE OF WORK


Convergent Group (CONSULTANT) has prepared this scope of work for the
implementation of the DESIGN Geographic Information System (GIS) Project for the
Gas Business Unit (GBS) of the Energy Sector of Citizens Utilities Company
(CUC), hereafter referred to as CLIENT.

While it is envisioned that the deliverables referred to in this scope of work
will ultimately be rolled out to all Energy Sector service territories, this
scope of work discusses only those tasks that will be used to manage the
development and implementation of the GIS for the CLIENT service territory as
defined in the Data Conversion Plan issued in July 1997. The service territory
as defined in that document does not include gas properties in Colorado, Mojave,
Santa Cruz, or Hawaii. The addition of these or other service territories will
be done via the change order procedure defined in Attachment E - Change Order
Procedure.

The assumptions made in developing this scope of work are listed in Attachment D
- Project Assumptions.

CONSULTANT activities are addressed in the following scope of work consisting of
nine major tasks.


PROPOSED WORK TASKS


---------------------    -----------------------       ----------------------
1                        2                             3
Project Management       Employee Communications       Hardware Procurement


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


---------------------    -----------------------       ----------------------
4                        5                             6
Third-Party              Systems Engineering           Data Modeling
Software Procurement


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


---------------------    -----------------------       ----------------------
7                        8                             9
Data Conversion          Applications and              Training
                         Interfaces Development


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




--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                             A-1
ENERGY SECTOR, GAS
BUSINESS UNIT
Proprietary and Confidential





<PAGE>   17
ATTACHMENT A - SCOPE OF WORK



TASK 1: PROJECT MANAGEMENT
--------------------------------------------------------------------------------


CONSULTANT will perform the roles of CLIENT's Representative, General Project
Manager, and Integration Consultant on this project.

CONSULTANT will finalize the detailed project implementation work plan and
schedule with the appropriate subcontractors and the CLIENT Project Manager.
CONSULTANT will take the lead in establishing individual start-up assignments,
participation requirements, and project control/review/approval procedures. In
coordination with the CLIENT Project Manager, CONSULTANT will maintain the
project implementation work plan and schedule on a monthly basis to reflect
accomplishments and changes.

CONSULTANT will provide ongoing project management and coordination, including
coordinating and managing vendors and subcontractors, supporting day-to-day
client activities, scheduling project meetings with the CLIENT Project Team or
vendors and subcontractors, providing status reports, and performing other
project management/support activities. CONSULTANT will share project plan and
schedule updates with the CLIENT Project Team on a regular basis to support
CLIENT's internal project management efforts.

CONSULTANT will provide one full-time, onsite person to assist in project
coordination, Third-Party and Custom Software installation, training, and
acceptance. An extra consultant to commence work in Harvey from January 1998 and
an extra consultant for onsite coordination in Flagstaff from April 1998 are
recommended. An allowance for these two resources is included in Attachment C -
Billing Terms for Estimated Work under "Onsite Consultants."

To facilitate communication and exchange of information between CLIENT and
CONSULTANT, CONSULTANT will specify and CLIENT will establish a data
communications link between Harvey, Louisiana, and Englewood, Colorado.


DELIVERABLE PRODUCTS FOR TASK 1

o        Monthly status reports on activities and deliverables

o        Monthly project schedule updates

o        Quarterly executive briefings

o        Ongoing project management

o        Ongoing vendor and subcontractor management

o        Requirements for Englewood to Harvey communications link


--------------------------------------------------------------------------------
A-2                             CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                              ENERGY SECTOR, GAS
                                                                   BUSINESS UNIT
                                                    Proprietary and Confidential



<PAGE>   18
                                                   ATTACHMENT A - SCOPE OF WORK



TASK 2: EMPLOYEE COMMUNICATIONS
--------------------------------------------------------------------------------

CONSULTANT's experience with large systems integration projects has shown that
user community involvement early in the process is key to employee acceptance
and to the ultimate success of the project. CONSULTANT's communications
professionals will assist CLIENT in refining and managing the Employee
Communications Program. This program, which seeks to inform and educate future
GIS users and any personnel who may be impacted by the GIS implementation, will
help ensure acceptance of the technology by CLIENT staff.

CONSULTANT will advise the CLIENT Communications Team on program implementation.
The CLIENT Communications Team will perform all internal activities associated
with the program implementation. CONSULTANT will conduct monthly or quarterly
teleconference meetings with the CLIENT Communications Team to discuss ongoing
program strategy. CONSULTANT will provide action item reports from these
meetings and quarterly status reports of the Employee Communications Program.


DELIVERABLE PRODUCTS FOR TASK 2

o        Revised Employee Communications Plan

o        Employee Communications Program implementation management assistance
         and consulting

o        Project kickoff meeting

o        Monthly or quarterly meetings



TASK 3: HARDWARE PROCUREMENT
--------------------------------------------------------------------------------

CONSULTANT will define the requirements and specifications for all hardware
needed for each phase of development and rollout, negotiate and execute all
hardware purchase orders, and deliver hardware to a location nominated by the
CLIENT.

CLIENT will also be responsible for installing, configuring, and commissioning
hardware, Third-Party and Custom Software, and network communications.

CONSULTANT will work closely with CLIENT to comply with the existing CLIENT
hardware infrastructure and standards.

CLIENT will be responsible for reviewing and executing any license agreements
for Third-Party Software to be delivered by CONSULTANT with the hardware (for
example, operating system, system utilities, etc.).


--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                             A-3
ENERGY SECTOR, GAS
BUSINESS UNIT
Proprietary and Confidential


<PAGE>   19
ATTACHMENT A - SCOPE OF WORK



Hardware maintenance of items purchased under this contract is included. It has
been established at 10 percent of the original purchase price.

Hardware pricing is based upon hardware and associated operating system software
as listed in Table A-1. The actual hardware rollout may vary.



TABLE A-1: HARDWARE SCHEDULE

<TABLE>
<CAPTION>
                          TOTAL      1997      1998      1999    2000
                         -------   -------   -------   -------   ------
<S>                      <C>       <C>       <C>       <C>       <C>
GIS Server                  4         2         2        --        --
Oracle Server               4         2         2        --        --
Cache Server               11        --         6         3         2
Plot Server                 8        --         6         1         1
Workstation                39         7        24         6         2
Workstation Upgrade        28         2        21         3         2
Laptop                     58        --        10        39         9
Laser Printer              25         1        17         5         2
Plotter                    11         1         7         2         1
Scanner                    10        --         7         2         1
</TABLE>


DELIVERABLE PRODUCTS FOR TASK 3

o        Hardware specifications for each phase of system deployment

o        Vendor contract negotiations and management

o        Operating system agreements

o        Hardware and operating system maintenance and associated agreements




--------------------------------------------------------------------------------
A-4                             CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                              ENERGY SECTOR, GAS
                                                                   BUSINESS UNIT
                                                    Proprietary and Confidential


<PAGE>   20
                          ATTACHMENT A - SCOPE OF WORK


TASK 4: THIRD-PARTY SOFTWARE PROCUREMENT
--------------------------------------------------------------------------------


CONSULTANT will define the requirements and specifications for all third-party
software (i.e., GIS, operating system, relational database management system,
and document imaging software to support the viewing of main, service, and valve
cards) necessary for each phase of development and rollout, negotiate all
Third-Party Software vendor purchase orders, and deliver Third-Party Software to
a nominated site. Third-Party Software pricing is based upon Third-Party
Software and associated operating system software as listed in Table A-2. The
actual Third-Party Software rollout may vary from that listed in Table A-2.
CLIENT will install and accept Third-Party Software at the Harvey development
site. CLIENT will be responsible for deployment of Third-Party Software to end
users.

CONSULTANT will provide a credit for unused GDS licenses (Attachment B - Fixed
Price Payments). This will be the discounted price of one Smallworld developer
license and one Smallworld GIS license, and the first year of maintenance for
both licenses.

CONSULTANT will work closely with CLIENT to comply with the existing CLIENT
software infrastructure and standards.
CONSULTANT will optimize the use of existing Third-Party Software and vendor
purchase agreements and establish an effective parallel Third-Party Software
configuration at CONSULTANT headquarters for efficient system development and
troubleshooting.

CONSULTANT will rely on CLIENT resources for all activities involving changes to
the CLIENT Customer Information System (CIS) on the mainframe.

CLIENT will be responsible for reviewing and executing all license agreements
for the Third-Party Software to be delivered by CONSULTANT.

CLIENT will be responsible for installing all Third-Party Software at the CLIENT
sites.


--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                             A-5
ENERGY SECTOR, GAS
BUSINESS UNIT
Proprietary and Confidential


<PAGE>   21
                          ATTACHMENT A - SCOPE OF WORK


TABLE A-2: SMALLWORLD SOFTWARE SCHEDULE


<TABLE>
<CAPTION>
                            TOTAL      1997      1998      1999    2000
                           -------   -------   -------   -------   ------
<S>                        <C>       <C>       <C>       <C>       <C>

Smallworld - Developer        2         1         1        --        --
Smallworld - Administrator    2         2        --        --        --
Smallworld - GIS User        65         7        29        22         7
Smallworld - Query/Report    55         2        26        20         7
Smallworld - View             0        --        --        --        --
Smallworld - Web              0        --        --        --        --
</TABLE>


DELIVERABLE PRODUCTS FOR TASK 4

o        Third-Party Software specifications for each phase of system deployment

o        Vendor contract negotiations and management

o        Third-Party Software maintenance and associated agreements


TASK 5: SYSTEMS ENGINEERING
--------------------------------------------------------------------------------

CONSULTANT will work with CLIENT on overall system engineering, addressing both
functional requirements and system architectural issues. Much of this work has
been performed in the pilot and previous change orders. This task reflects the
level of effort to complete and maintain these activities.


FUNCTIONAL REQUIREMENTS

System-level functional requirements will be developed for work managed and
delivered by CONSULTANT to facilitate design, implementation, testing, and
change management processes. CONSULTANT will advise CLIENT on related work
managed by CLIENT. These requirements will be of a high-level nature and will be
subsequently used to prioritize and estimate the applications and interfaces.

Further detailed requirements for each application or interface will be
developed as part of the development release process.

SYSTEM ARCHITECTURE

As part of the system architecture design, CONSULTANT will define the design and
architecture of the proposed hardware and Third-Party Software technologies.

Tasks will include the following:

o        Refine current business process/integrated system model

o        Resolve process model issues identified during the system integration
         implementation planning workshop



--------------------------------------------------------------------------------
A-6                             CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                              ENERGY SECTOR, GAS
                                                                   BUSINESS UNIT
                                                    Proprietary and Confidential



<PAGE>   22
                          ATTACHMENT A - SCOPE OF WORK


o        Define data distribution requirements

o        Define security requirements

o        Refine system architecture

o        Develop the data communications plan, including:

         -        Local communications requirements

         -        Remote access requirements

         -        Outside access requirements

         -        Infrastructure plan

o        Finalize configuration design document

o        Define documentation requirements/timing

As part of developing a map of the system architecture illustrating the physical
connectivity between components, CONSULTANT will identify hardware/software
components, develop a computer system network diagram, and develop an
architecture diagram(s) illustrating functionality.

SYSTEM INTEGRATION MANAGEMENT

This task includes all activities associated with development systems
administration, software configuration management, quality assurance and release
procedures, in addition to maintaining an Englewood system and advising CLIENT
on the Harvey development system.


DELIVERABLE PRODUCTS FOR TASK 5

o        Systems architecture document

o        Functional requirements document

o        Initial development environment installation and configuration

o        Software configuration management, quality assurance, and release
         procedures


TASK 6: DATA MODELING
--------------------------------------------------------------------------------


This task will consist of all activities required to implement a production data
model to support the CLIENT DESIGN GIS applications developed as part of this
project. These activities will consist of updating the DESIGN GIS data model
created in the pilot project to incorporate necessary changes. These data model
changes include further refinement of the conceptual/logical model to reflect
new application requirements, implementation of the physical data model to
optimize performance, data distribution, and data maintenance requirements.

Many of the activities discussed above will be performed in an iterative fashion
to account for the phased implementation of the




--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                             A-7
ENERGY SECTOR, GAS
BUSINESS UNIT
Proprietary and Confidential


<PAGE>   23
                          ATTACHMENT A - SCOPE OF WORK


system. Therefore, CONSULTANT will provide updates to the logical design, the
physical design, the database distribution architecture, and the management
procedures for the production database, as required, for each phase of
implementation.


DELIVERABLE PRODUCTS FOR TASK 6

o        Logical database model update for each phase of implementation

o        Physical database model update for each phase of implementation

o        Database schema update for each phase of implementation

o        Production database maintenance procedures and update for each phase of
         implementation



TASK 7: DATA CONVERSION
--------------------------------------------------------------------------------

CONSULTANT will construct the DESIGN GIS database by managing and coordinating
all data conversion activities. These activities will involve defining and
specifying data requirements, identifying qualified vendors and subcontractors,
negotiating and executing contracts, verifying the quality of data received from
conversion contractors, and delivering and installing data at the Harvey
development site.

The GIS database may consist of several components: satellite imagery, street
centerline and other planimetric data (for example, rivers, railroads, etc.),
premises (e.g., addresses), and facilities (for example, pipes, valves, etc.).
Each of these components may be provided by a separate vendor or subcontractor.
CONSULTANT will manage the specifications, development, and delivery of these
components. CONSULTANT will conduct tests on the database to ensure that the
data meets mutually agreed-upon acceptance criteria to be developed prior to the
initiation of actual data conversion.

In addition to actual data conversion, CONSULTANT will also develop procedures
and processes for use by CLIENT District Offices in preparation of facilities
conversion. These procedures and processes will specify those activities that
can be performed by CLIENT staff in the District Offices in advance of data
conversion to enhance the accuracy and completeness of the paper records.

The current database creation plan is based on the following content:

o  One meter resolution orthophotography or satellite imagery for high-growth
   areas identified by CLIENT on the service territory maps supplied to
   CONSULTANT in November 1996.



--------------------------------------------------------------------------------
A-8                             CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                              ENERGY SECTOR, GAS
                                                                   BUSINESS UNIT
                                                    Proprietary and Confidential


<PAGE>   24
                                                    ATTACHMENT A - SCOPE OF WORK


o        Address listings from a commercial vendor, such as Database America,
         Donnely, or Dun & Bradstreet.

o        Customer address listings provided by CLIENT.

o        Reconciled addresses obtained by comparing CLIENT CIS addresses with
         commercial vendor addresses. The CLIENT Project Team will resolve any
         discrepancies, and CONSULTANT will make the appropriate corrections.

o        Street centerline and address range data from a commercial vendor, such
         as GDT or ETAK.

o        Identification and resolution of discrepancies between the street data
         and the other data sources processed to date. The CLIENT Project Team
         will resolve any discrepancies, and CONSULTANT will make the
         appropriate corrections.

o        Expanded street centerlines to represent nominal rights-of-way based on
         right-of-way width information provided by CLIENT.

o        Geocoded addresses placed along the street centerlines. Those addresses
         corresponding to CLIENT customers will be flagged.

o        Converted gas facilities based on the conversion source documents
         prepared by the CLIENT Project Team.

o        CLIENT customers (flagged addresses) linked to gas facilities using the
         rules specified in the Data Conversion Plan dated July 1997.


DELIVERABLE PRODUCTS FOR TASK 7

o        Scrub and control procedures update for each District

o        Data conversion acceptance testing procedures for each District

o        Conversion specifications update for each phase of implementation

o        Contracts negotiation and administration with data conversion
         subcontractors and data vendors

o        Data acceptance testing

o        Orthophotographs or satellite images for high-growth areas, as
         specified

o        Street network landbase for up to 2,715 square miles

o        Facilities conversion for up to 342,000 customers

o        Delivery and installation of tested GIS database




--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                             A-9
ENERGY SECTOR,
GAS BUSINESS UNIT
Proprietary and Confidential


<PAGE>   25
ATTACHMENT A - SCOPE OF WORK



TASK 8: APPLICATIONS AND INTERFACES DEVELOPMENT
--------------------------------------------------------------------------------

This task will take CLIENT-requested applications and interfaces development to
a production state. Based on the feedback provided by users from their
experience with the functionality provided by the DESIGN GIS, and based on the
definition of new applications and interfaces, in the pilot, CLIENT and
CONSULTANT will work together to define production applications. CONSULTANT will
develop the releases associated with refining, enhancing, and preparing previous
pilot applications and new applications for production.

The work plans and schedules include effort to convert GDS-based pilot
applications to a Smallworld environment. CONSULTANT will provide a one-time
credit off its fixed fees (Attachment B - Fixed Price Payments), which comprises
the estimate of the work already performed on the pilot application. All future
costs for this application migration effort will be paid by the CLIENT.

CONSULTANT and CLIENT will partner in the development and maintenance of DESIGN
applications and interface design, testing, and deployment. CONSULTANT will work
with CLIENT technical personnel who have received core GIS, Oracle Relational
Database Management System (RDBMS), and other Third-Party Software training to
provide skills transfer that will allow CLIENT personnel to take ownership, to
develop mutually agreed upon applications, and to provide maintenance of DESIGN
applications and interfaces. CLIENT will dedicate appropriate technical
resources for specified training, applications and interface development, and
skills transfer activities.

CONSULTANT will provide applications and interfaces maintenance support during
the life of this contract. The maintenance effort for each application will be
defined in the development release process.

To support the development of applications and interfaces, CONSULTANT will
establish a development facility in its offices in Englewood, Colorado. This
facility will use CLIENT hardware and Third-Party Software to ensure that the
applications operate with the hardware and Third-Party Software environment
deployed for CLIENT. All hardware and Third-Party Software purchased for this
project and used in the CONSULTANT development facility will be delivered to
CLIENT as the project concludes. At CLIENT's option, a portion of the hardware
and Third-Party Software can



--------------------------------------------------------------------------------
A-10                            CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                                  ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential


<PAGE>   26
                                                    ATTACHMENT A - SCOPE OF WORK


remain in CONSULTANT's offices to be used in supporting CLIENT beyond the
project implementation period.

Some of the interfaces to be developed by CONSULTANT can only be simulated in
Englewood, Colorado. Therefore, any development that requires access to CLIENT
systems may be performed at CLIENT's office by CONSULTANT or by CLIENT staff, if
appropriate.

In addition, CLIENT will establish a mirror testing and staging facility at its
own offices to perform integration testing, acceptance testing, and maintenance
support. This will ensure that testing does not disrupt the end users of the
system.


DEVELOPMENT RELEASES

The process by which CONSULTANT and CLIENT will prioritize and define the
functionality to be delivered in each phase will be through the use of
development releases. Development releases are small-scale scopes of work for
applications or modules within applications. Development releases also allow
greater development flexibility in prioritizing application development by
incorporating user feedback and modifications during the development process
prior to spending a substantial amount of development dollars on low priority
functionality. Based on CONSULTANT experience, the development pool of dollars
estimated to be adequate to fund all required development activities will be
established and drawn upon by CLIENT for applications development and
integration. This allows CLIENT to evaluate all incremental development from a
cost-benefit standpoint.

DEVELOPMENT PROCESS

All development, whether it is a configuration of the base Third-Party Software,
customization, application development, or integration, will be performed and
managed by CONSULTANT and will follow the process described below:

1.       CONSULTANT will work with CLIENT to document detailed functional
         requirements. CONSULTANT will draft a development release specifying
         the scope, design, and fixed fee for development to be delivered. The
         development release will include Custom Software development and
         testing, acceptance criteria, training requirements, and maintenance
         allowance.


--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                            A-11
ENERGY SECTOR,
GAS BUSINESS UNIT
Proprietary and Confidential



<PAGE>   27
ATTACHMENT A - SCOPE OF WORK



2.       CLIENT will authorize development to proceed.

3.       CONSULTANT will continue development.

4.       CLIENT will review preliminary design and/or prototype development with
         CONSULTANT.

5.       Application code development will continue based on CLIENT's review.

6.       CONSULTANT will perform code testing (unit testing) and system-level
         testing prior to delivery.

7.       Application will be delivered to CLIENT for testing and acceptance.


Because of the importance of this task, CONSULTANT will rely heavily on the
CLIENT Project Team to ensure that the applications and interfaces under
development address CLIENT business issues. To do so, CONSULTANT will involve
the CLIENT Project Team in all phases of the development process.

CONSULTANT will use the development facility at Englewood, Colorado, to install
all vendor-and CONSULTANT-developed Custom Software for applications, to
develop DESIGN applications, and to perform unit and integration testing.
CONSULTANT staff will test all application modules to ensure compliance with the
development release specifications and test plans. This testing will be
completed prior to installation at CLIENT facilities where final integration and
user acceptance testing will be conducted by CLIENT.

CONSULTANT will provide CLIENT with training for applications and interfaces
developed as part of this task. Specifically, CONSULTANT will provide selected
members of the CLIENT Project Team with the necessary training to operate the
applications and interfaces for testing and acceptance and for developing
training materials that will be used by CLIENT to deliver applications- and
interfaces-specific training to end users. CLIENT will be responsible for
training end users, as well as for preparing and producing end-user training
materials.

As each development release is accepted maintenance will commence. All
application and interface maintenance will then continue through the completion
of this contract. During the contract period of performance application and
interface maintenance periods for all accepted applications and interfaces will
be adjusted semi-annually during the life of this contract so as to be
completely synchronized upon contract completion The level of maintenance and
support for applications and interfaces is


--------------------------------------------------------------------------------
A-12                            CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                                  ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential


<PAGE>   28
                                                    ATTACHMENT A - SCOPE OF WORK



based on current projections for CLIENT Information Systems staff anticipated to
be assigned to this project and has been estimated at 15 percent annually of the
original development cost.

Refer to Attachment C - Billing Terms for Estimated Work, Table C-1, for an
estimate of applications and interfaces rollout and costs.

DELIVERABLE PRODUCTS FOR TASK 8

o        Development releases for applications and interfaces

o        Acceptance criteria and test scripts

o        Core product configurations

o        Applications and interfaces development

o        Assistance with development of training materials

o        Maintenance of developed applications and interfaces during contract
         period


TASK 9: TRAINING
--------------------------------------------------------------------------------

CONSULTANT will assist CLIENT in the development of CLIENT internal expertise
needed to support the end users of the DESIGN GIS. CONSULTANT will develop a
"train-the-trainer" program that will cover various aspects of operating,
customizing, and maintaining the system. To the extent possible, this training
will be provided by CONSULTANT staff to ensure that all instruction is given
within the context of the CLIENT business processes, as well as to ensure
continuity with other project activities. It will also include off-the-shelf
training for third-party software products.

For each phase of implementation, CONSULTANT will prepare a training plan and
schedule (Table A-3), identifying the specific courses, the trainees, the course
dates, and their locations.

CONSULTANT will assist the CLIENT Project Team in the preparation of end-user
training materials by incorporating as many of CLIENT's day-to-day business
processes within the "scripts" to be developed for testing applications. It is
assumed that actual development of training materials for use by CLIENT end
users will be the responsibility of the CLIENT staff fulfilling the duties of
the trainer position identified in the DESIGN GIS Pilot Evaluation Report dated
November 1996.

This task does not include applications-specific instruction. That type of
training will be provided as part of the delivery process outlined in Task 8.




--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY,     CONVERGENT GROUP                            A-13
ENERGY SECTOR,
GAS BUSINESS UNIT
Proprietary and Confidential


<PAGE>   29

                          ATTACHMENT A - SCOPE OF WORK



                        DELIVERABLE PRODUCTS FOR TASK 9

                          Training plans and schedules


               TABLE A-3: THIRD-PARTY SOFTWARE TRAINING SCHEDULE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                               IMPLEMENTATION PHASE
COURSE                                            DAYS      LOCATION       1997       1998       1999
----------------------------------------------------------------------------------------------------------
<S>                                              <C>       <C>            <C>        <C>       <C>
GIS USER TRAINING
   GIS Overview                                     1        On-Site          0          2          3
   Introductory GIS Use                             2        On-Site         12          3          6
   Advanced GIS Use                                 5        Off-Site         1          1          3
   Introductory DBMS Use                            5        Off-Site         1          1          3
   Advanced DBMS Use                                5        Off-Site         4          0          1
PROGRAMMING OF THE SYSTEM
   Introductory GIS Programming                     5        Off-Site         2          0          1
   Advanced GIS Programming                         5        Off-Site         2          1          2
GIS DATABASE DESIGN
   DBMS Forms, Reports, and                         5        Off-Site         2          1          3
   Advanced DBMS Programming                        5        Off-Site         4          1          1
MANAGEMENT OF THE SYSTEM
   Operating System                                 5        Off-Site         3          3          6
   System Operation                                 5        Off-Site         2          2          3
   System Management                                5        Off-Site         3          2          3
   Database Management                              5        Off-Site         2          0          0
----------------------------------------------------------------------------------------------------------
</TABLE>








--------------------------------------------------------------------------------
A-14                            CONVERGENT GROUP     CITIZENS UTILITIES COMPANY,
                                                                  ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential



<PAGE>   30

ATTACHMENT B - FIXED PRICE PAYMENTS

The total fixed fee for this project, as defined in Attachment A -
Scope of Work, is $7,900,000, which is comprised of $2,900,000 for services and
$5,000,000 for land and facility data conversion.

SERVICES
CONSULTANT will provide the services defined in Attachment A -
Scope of Work, that consist of the following:

o   Task 1 - Project Management
o   Task 2 - Employee Communications
o   Task 5 - Systems Engineering
o   Task 6 - Data Modeling

The total fixed fee for services is $2,900,000. The following sums will be
subtracted from the total fixed fee for services:

<TABLE>

<S>                                                       <C>
1. Credit for GDS licenses                                $ 38,700
2. Unused pilot funds allocated to hardware               $ 43,640
   and training
3. Pilot applications costs                               $470,921
TOTAL                                                     $553,261
</TABLE>

The remaining $2,346,739 for this new scope of work will be invoiced monthly to
CLIENT according to Table B-1, Fixed Services Fee Schedule of Payments.


TABLE B-1:        FIXED SERVICES FEE SCHEDULE OF PAYMENTS

<TABLE>
<CAPTION>

                          1997           1998           1999          2000
                          ====           ====           ====          ====
<S>                     <C>             <C>           <C>            <C>
January                                 $75,000       $75,000        $50,000
February                                $75,000       $75,000        $25,000
March                                   $75,000       $50,000        $25,000
April                                   $75,000       $50,000        $25,000
May                                     $75,000       $50,000        $25,000
June                                    $75,000       $50,000        $21,739
July                                    $75,000       $50,000
August                  $125,000        $75,000       $50,000
September               $125,000        $75,000       $50,000
October                 $125,000        $75,000       $50,000
November                $125,000        $75,000       $50,000
December                $125,000        $75,000       $50,000
                        ========        =======       =======        =======
</TABLE>

--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,                CONVERGENT GROUP   B-1
GAS BUSINESS UNIT
Proprietary and Confidential
<PAGE>   31
ATTACHMENT B - FIXED PRICE PAYMENTS


DATA CONVERSION
Data conversion consists of the following task as described in Attachment A -
Scope of Work:

o   Task 7 - Data Conversion

The total fixed fee for data conversion is $5,000,000 and will be billed 80
percent when the data is delivered to CONSULTANT and 20 percent upon acceptance
by CLIENT in accordance with mutually agreed upon QA/QC acceptance criteria.

Payments to subcontractors are based upon timely acceptance of data. Since
CONSULTANT will be providing QA/QC services, CLIENT must accept or reject data
within 15 working days. Otherwise, a delivery will be deemed to be accepted.

Table B-2 depicts the anticipated invoice time frame for CLIENT budget planning
purposes. A start-up fee of $500,000 for land and facility record team
mobilization is required to mobilize CONSULTANT and conversion vendor resources
prior to production data processing. Actual billing after mobilization will be
based on the percent of data delivered, i.e., measured by number of transformers
and/or customers or portion of landbase area.


TABLE B-2:        ANTICIPATED DATA CONVERSION CHARGES



<TABLE>
<CAPTION>

                          1997           1998          1999           2000
                          ====           ====          ====           ====
<S>                       <C>          <C>           <C>            <C>
January                                $100,000      $150,000       $150,000
February                               $100,000      $150,000       $150,000
March                                  $100,000      $150,000       $150,000
April                                  $150,000      $150,000       $100,000
May                                    $150,000      $150,000       $100,000
June                                   $150,000      $150,000       $100,000
July                                   $200,000      $150,000
August                                 $200,000      $150,000
September              $500,000(A)     $200,000      $150,000
October                                $200,000      $150,000
November                               $200,000      $150,000
December                               $200,000      $150,000
                       ===========     ========      ========       =========
</TABLE>


A: Subcontractor Mobilization Fee

--------------------------------------------------------------------------------
B-2            CONVERGENT GROUP       CITIZENS UTILITIES COMPANY, ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential
<PAGE>   32

ATTACHMENT C - BILLING TERMS FOR ESTIMATED WORK

The total of the estimated payments for this project defined in Attachment A -
Scope of Work, is $10,460,000, as described below. All payments included in this
Attachment are in addition to the fees outlined in Attachment B - Fixed Price
Payments.

Any of these estimated dollars remaining at the end of the project will be left
unspent and kept by CLIENT. If the cumulative value of the estimated dollars
exceeds the estimate, a change order will be required for the additional amount.

EXPENSES

CONSULTANT expenses associated with the support of the activities within this
project will be invoiced monthly at cost plus a 3.5 percent administrative fee
as incurred. These expenses include, but are not limited to, airfare, lodging,
car rental, food, parking, copies, postage, faxes, and long-distance telephone
charges. Expenses will be invoiced monthly. Estimated total project expenses are
$360,000.

HARDWARE

CONSULTANT will specify hardware and related operating system software for each
phase of the project. CLIENT will approve consultant's purchases prior to order
placement.

CLIENT will purchase hardware and peripherals for this project from CONSULTANT.
The hardware equipment is estimated to cost $1,800,000.

THIRD-PARTY SOFTWARE

CLIENT will purchase Third-Party GIS and related Third-Party Software, training,
and maintenance from consultant.

CONSULTANT will require CLIENT to approve and execute Third-Party License
Agreements and a Consultant Maintenance Agreement prior to CONSULTANT's
procurement.

--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,          CONVERGENT GROUP        C-1
GAS BUSINESS UNIT
Proprietary and Confidential


<PAGE>   33
ATTACHMENT C - BILLING TERMS FOR ESTIMATED WORK


SMALLWORLD LICENSES

Smallworld software pricing is based upon Smallworld software listed in Table
A-2, charged at a 25 percent discount off list price, for a total price of
$1,100,000. CLIENT will purchase Smallworld licenses as a single group in
September 1997 (payable October 1997).

During the term of this contract, if CLIENT requires a different mix of
licenses, any license can be exchanged for the then current relative incremental
cost less the discount of 25 percent.

OTHER THIRD-PARTY SOFTWARE

There is an allowance of $750,000 for all other Third-Party Software.

OTHER THIRD-PARTY SOFTWARE MAINTENANCE

Third-Party Software maintenance of items purchased under this contract is
included in the $750,000 estimate. It has been estimated at 15 percent of the
original purchase price per year.

During the contract period of performance maintenance for the Development
Release will be adjusted and payable semi-annually during the life of the
contract so as to be synchronized at the end of the contract term.

SMALLWORLD MAINTENANCE

Smallworld product maintenance is priced at an annual rate of 15 percent of
current list price, payable in yearly advance upon delivery in accordance with
licensing agreements. Three years' annual maintenance is estimated to be
$450,000. Actual Smallworld maintenance fees will become payable at the time of
key file and/or software delivery.

APPLICATION AND INTERFACES DEVELOPMENT

Applications and interfaces development services provided by CONSULTANT will be
invoiced according to the following payment schedule for each development
release, as documented in the following task in Attachment A - Scope of Work:

o   Task 8 - Applications and Interfaces Development


--------------------------------------------------------------------------------
C-2      CONVERGENT GROUP              CITIZENS UTILITIES COMPANY, ENERGY SECTOR
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential

<PAGE>   34
         ATTACHMENT C - BILLING TERMS FOR ESTIMATED WORK



The payment schedule for each development release will be as follows:

<TABLE>
<CAPTION>

   PERCENT OF TOTAL DEVELOPMENT          POINT DURING DEVELOPMENT THAT
      RELEASE VALUE INVOICED                AMOUNT WILL BE INVOICED
--------------------------------------------------------------------------------
<S>                                  <C>
                25%                  Written authorization by CLIENT provided

                25%                  Prototype and/or design review workshop

                25%                  Development delivered for CLIENT testing

                25%                  Written development acceptance by CLIENT
--------------------------------------------------------------------------------
</TABLE>

As development releases are authorized and fixed price fees are established for
each individual release, these amounts will be deducted from the remaining
application and systems integration development pool of dollars. The amount of
the total pool of dollars is estimated at $4,000,000, as detailed in Table C-1.

Taken individually, some of the development releases may exceed their estimated
cost, while other development releases may be combined and developed at a lower
cost. The total dollar allocations are projected to be adequate to cover the
applications and interfaces as currently envisioned by CONSULTANT and CLIENT.
CONSULTANT will provide, as part of its invoices, an update of the pool of
dollars allocated to development and the remaining unallocated dollars.

Custom applications and interfaces maintenance fees will be 15 percent of the
"accepted" cumulative development release fees. These custom applications and
interface maintenance fees are in addition to the Third-Party Software
Maintenance fees and will be adjusted and payable semi-annually during the life
of the contract so as to be synchronized at the end of the contract term.

CARD IMAGING CONVERSION

A Card Imaging Conversion Plan will be developed and will include a pilot
conversion activity. The plan will specify how this activity is to be invoiced.
CLIENT will agree and accept the plan before work will proceed. This work
associated with converting the mains, valve, and service cards is estimated to
be $1,000,000.

--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,          CONVERGENT GROUP        C-3
GAS BUSINESS UNIT
Proprietary and Confidential

<PAGE>   35

ATTACHMENT C - BILLING TERMS FOR ESTIMATED WORK


TRAINING

Training in accordance with the plans outlined in Task 9 will be procured to
ensure effective technology transfer to CLIENT and invoiced as incurred.
Training is estimated at $100,000.

ONSITE CONSULTANTS

The provision of two onsite consultants to expedite rollout, training, and
support at Harvey and Flagstaff is estimated at $900,000. These consultants will
be provided on a mutually agreed upon schedule.

TABLE C-1:        APPLICATIONS/INTERFACES DEVELOPMENT COST ESTIMATES



<TABLE>
<CAPTION>


APPLICATION                                                                      1997      1998       1999      TOTAL
-----------                                                                      ----      ----       ----      -----
<S>                                                                             <C>       <C>        <C>        <C>
ACCOUNTING INTERFACE
     Plant Accounting (Installs, Removals) Report Generation                        --    106,958         --    106,958
     Tax Accounting Report Generation                                               --     54,805         --     54,805
ANALYSIS                                                                            --         --         --         --
     Engineering Alternative Analysis                                               --     26,920         --     26,920
     Integration with Network Analysis Package                                      --     40,186         --     40,186
     Main Repair/Replace Analysis                                                   --     69,090         --     69,090
     Pipeline Monitoring Data Collection/Analysis/Mapping                           --         --    110,474    110,474
     System Expansion Engineering Analysis (Population Study)                       --         --     16,564     16,564
     System Improvement Engineering Analysis (Load Study)                           --         --     16,564     16,564
CATHODIC APPLICATION                                                                --         --         --         --
     Cathodic Protection Mapping                                                19,565     17,247         --     36,812
CONVERSION TOOLS                                                                    --         --         --         --
     External Facilities Data Translation                                           --    157,693         --    157,693
FIELD APPLICATIONS                                                                  --         --         --         --
     Control Valve Data Collection/Management                                   93,034         --         --     93,034
     Crossings Data Collection/Management                                       11,463     17,247         --     28,710
     Field Map Export and Annotation                                                --         --     30,668     30,668
     Leak Complaint/Report/Repair/Recheck                                       28,710     34,545         --     63,255
     Leak Survey Data Collection/Management                                      6,015     24,498         --     30,513
     Leak Survey Data Mapping                                                       --     47,760         --     47,760
     Odorization Data Collection/Management                                         --         --     51,791     51,791
     Pipeline Status/Condition                                                      --         --     30,668     30,668
     Regulator Station Data Collection/Management                                   --         --     37,700     37,700
     Regulator Station Inspection Report Generation                                 --         --     37,700     37,700
     Site Sketching                                                                 --         --    110,474    110,474
     Test Point/Crossing CP Data Collection                                         --         --     44,038     44,038
GIS CORE                                                                            --         --         --         --
     CIS Interface                                                              77,604    108,387         --    185,991
     Gas Facilities Data Query                                                  63,963     20,686         --     84,649
     Gas Facilities Mapping and Data Maintenance                                23,725         --         --     23,725
     Generate Screen Print                                                       8,797         --         --      8,797
     Landbase Mapping and Data Maintenance                                      36,026     92,764         --    128,790
     Locate Area of Interest                                                    19,694         --         --     19,694
MAINFRAME SYSTEMS                                                                   --         --         --         --
     Reengineer Mainframe Systems                                                   --    151,858    139,094    290,952
</TABLE>


--------------------------------------------------------------------------------
C-4      CONVERGENT GROUP              CITIZENS UTILITIES COMPANY, ENERGY SECTOR
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential

<PAGE>   36
                          ATTACHMENT C - BILLING TERMS FOR ESTIMATED WORK




TABLE C-1:      APPLICATIONS/INTERFACE DEVELOPMENT COST ESTIMATES (CONTINUED)


<TABLE>
<CAPTION>


APPLICATION                                            1997        1998       1999        TOTAL
                                                       ----        ----       ----        -----
<S>                                                  <C>         <C>         <C>         <C>
OFFICE TOOLS                                              --          --          --          --
    External Landbase Data Translation                    --     108,258          --     108,258
    Map Export                                            --       9,493          --       9,493
    Marketing Non-Customer Data Access                    --      30,938          --      30,938
    On-Line Map Review                                    --          --     108,258     108,258
    Right-of-Way Mapping                                  --      71,717          --      71,717
    Standard Map Production                          106,481     106,481          --     212,962
OUTAGE                                                    --          --          --          --
    Customer Notification Letter Generation           17,582       8,797          --      26,379
    Gas Loss Calculation/Reporting                        --       8,797          --       8,797
    Outage Analysis                                   48,520       8,797          --      57,317
    Relight List Generation                           21,278       8,797          --      30,075
    Revenue Loss Calculation/Reporting                    --       8,797          --       8,797
    Service/Main Break Recording and Reporting            --          --      34,545      34,545
QUALITY ASSURANCE                                         --          --          --          --
    Quality Assurance/Quality Control                     --     135,127      46,382     181,508
SAFETY AND COMPLIANCE                                     --          --          --          --
    DOT Reporting                                         --          --      95,765      95,765
WORK ORDER                                                --          --          --          --
    As-Built Data Gathering                           12,301      27,796      11,463      51,560
    As-Built Information Posting                      11,940      19,694      11,463      43,097
    Bill of Material Generation                       24,047       8,424      11,463      43,935
    Construction Print Generation                     48,520       8,424      10,214      67,158
    Facilities Availability Analysis                      --      30,938          --      30,938
    Historical As-Built Drawing Review                    --      61,877          --      61,877
    Job Estimating                                        --      27,796      11,463      39,259
    Job Status Query and Display                       7,393     108,258          --     115,652
    Work Closing                                          --      27,796          --      27,796
    Work Design                                       75,182      27,796      10,214     113,192
    Job Review and Approval                               --          --     110,474     110,474
    Job Status Query and Display                          --      17,247          --      17,247
    WMS Interface                                         --          --     103,081     103,081
    Work Closing                                          --          --      11,463      11,463
    Work Initiation                                       --      34,545          --      34,545
    WMS Interface                                         --          --     158,942     158,942
    TOTAL FOR EACH YEAR                              761,841   1,877,232   1,360,927
    GRAND TOTAL                                                                        4,000,000
</TABLE>

--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,          CONVERGENT GROUP        C-5
GAS BUSINESS UNIT
Proprietary and Confidential
<PAGE>   37
ATTACHMENT D - PROJECT ASSUMPTIONS


CONSULTANT is committed to delivering the CLIENT DESIGN GIS Project, as
described in Attachment A - Scope of Work. The following assumptions form the
basis of Attachments A - Scope of Work, B - Fixed Price Payments, and C -
Billing Terms for Estimated Work.

1.  CONSULTANT and CLIENT will work together to develop and maintain a detailed
    scope of work and schedule that will be used to coordinate the resources of
    both parties. The scope of work will be based upon the strategic
    implementation plan that is part of the DESIGN GIS Pilot Evaluation Report
    dated November 1996.

2.  Contract U39, Change Order #2 will be deemed to be complete. Contract U39,
    Change Order #4 will continue independently and is estimated to be completed
    in December 1997. All other work associated with Contract U39 is closed and
    accepted by CLIENT.

3.  Price includes a maximum of two iterations for the expeditious completion of
    deliverables. The CLIENT and CONSULTANT Project Managers shall mutually
    agree on the time required to review each deliverable and the time for
    deliverable acceptance in accordance with Attachment H - Deliverable
    Acceptance Procedures. The review and acceptance time periods will vary
    according to the specific task and deliverable(s). Iterations beyond the
    maximum will require additional work effort, which will be handled under
    Attachment E - Change Order Procedure.

4.  CLIENT will provide the resources (as defined in Table E-10 in the DESIGN
    GIS Pilot Evaluation Report dated November 1996) required to perform all
    CLIENT source data preparation and conversion scrub activities. Such
    resources will have appropriate skills and authority to complete the work
    and resolve conflicts among source documents. Work assigned to CLIENT, as
    shown in the detailed work plan developed for each phase of work, must be
    completed on schedule and to specification. If such tasks are not completed
    according to the schedule, the parties will mutually agree to a schedule
    and/or scope adjustment.


--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,
GAS BUSINESS UNIT                                        CONVERGENT GROUP    D-1
Proprietary and Confidential

<PAGE>   38
ATTACHMENT D - PROJECT ASSUMPTIONS


5.  CLIENT will assign sufficient personnel resources as required in the
    detailed work plan developed for each phase of work. Such resources will
    have appropriate skills and authority to complete the work. If such tasks
    are not completed according to the schedule, the parties will mutually agree
    to a schedule and/or scope adjustment.

6.  The total project is estimated to take place over an approximate 36-month
    period beginning on the contract date. In the event that CLIENT extends the
    schedule due to business strategy changes, increases to scope, etc.,
    applicable fixed price task items, such as project management, will be
    addressed via change orders.

7.  CLIENT will provide programming resources to perform necessary modifications
    and maintenance to mainframe legacy systems that are to be interfaced with
    the DESIGN GIS.

8.  CONSULTANT assumes that a majority of the project work and project meetings
    will be performed in Harvey, Louisiana. The design and build efforts
    generally will be conducted at CONSULTANT offices in Englewood, Colorado.
    Staging and detailed functional testing will be performed at CONSULTANT
    offices in Englewood, Colorado. User testing assistance, rollout assistance,
    and training will be performed in Harvey, Louisiana, or at mutually agreed
    upon sites.

9.  CLIENT will establish a telecommunications link between the Harvey,
    Louisiana CLIENT office and the Englewood, Colorado CONSULTANT office to
    maximize development and project communications efficiencies.

10. CLIENT will provide office space and facilities to CONSULTANT personnel
    onsite at CLIENT offices to perform various aspects of the implementation.

11. Pricing is based upon work commencing on or about August 1, 1997, with
    estimated project completion in 3 years. The quoted prices are valid for 60
    days.

12. An additional price of $10 per customer will be charged in the event that
    CLIENT adds customers, within its current CLIENT service territory, as
    defined in Attachment A - Scope of Work, to the conversion project in excess
    of those that are already part of this project. Prices to add other CLIENT
    service areas (i.e., Colorado, Mojave, Santa Cruz, or Hawaii), or new areas
    acquired through annexation or merger, will be based upon separate
    CONSULTANT proposals.


--------------------------------------------------------------------------------
D-2      CONVERGENT GROUP             CITIZENS UTILITIES COMPANY, ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential



<PAGE>   39
                                              ATTACHMENT D - PROJECT ASSUMPTIONS


13. The contract price does not include CLIENT internal team labor and expenses.

14. Task 2, Employee Communications, in Attachment A - Scope of Work, does not
    include program tools that are above and beyond the standard presentation
    materials. Additional tools and approximate budgets for each may include
    training ($15,000 - $25,000), project video ($40,000 - $50,000), and
    brochures and other collateral materials ($15,000 - $25,000). Acquisition of
    these additional tools will be evaluated during the life of the
    implementation. Implementation of any additional tools will be done via the
    Change Order authorization process described in Attachment E - Change Order
    Procedure.

15. Key CONSULTANT project resources, listed below, will not be replaced by
    CONSULTANT during the life of the project without the mutual agreement of
    both parties.

    o  Mr. Dean Zastava, CONSULTANT Project Director
    o  Mr. Greg Foster, CONSULTANT Project Manager

16. Key CLIENT project resources, listed below, will not be replaced during the
    life of the project without mutual agreement of both parties.

    o  Mr. Karl Weber, CLIENT Project Manager


--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,               CONVERGENT GROUP    D-3
GAS BUSINESS UNIT
Proprietary and Confidential
<PAGE>   40

ATTACHMENT E - CHANGE ORDER PROCEDURE

FIXED PRICE ADDITIONAL SCOPES OF WORK

1.0      DRAFT ADDITIONAL SCOPES OF WORK. From time to time, during the term of
         this Agreement, CLIENT may desire to make changes, modifications, or
         enhancements ("Changes") to the provisions of this Agreement in
         accordance with this Attachment. CLIENT will notify CONSULTANT of the
         desired Changes in writing.

         Within 15 business days, CONSULTANT will deliver to CLIENT a proposed
         Change Order Response that contains the following:

         (i)   describes the Services to be provided by CONSULTANT and any
               Services to be performed or Items to be provided by CLIENT
               (including any Systems of third parties that are required to
               operate Systems or Software developed or provided by the
               CONSULTANT in connection with the Project).

                  a.   specifies the Work location(s) where the Project will be
                       performed.

                  b.   sets forth the credentials and skills required by
                       employees of the CONSULTANT who will perform the Services
                       associated with the Project.

                  c.   sets forth the period of time during which the Services
                       under the Project will be provided.

                  d.   describes the Systems and other Deliverables to be
                       provided.

                  e.   specifies a Schedule showing the time frame for all
                       stages of the Project and, if required, how the Scope of
                       Work or any other Additional Scopes of Work are
                       integrated into the Schedule.

2.0      PRICE PROPOSAL. The CONSULTANT and CLIENT shall cooperate to reach
         agreement in the 15 business days following the completion of the draft
         Additional Scope of Work on the price to be paid to the CONSULTANT for
         the performance of the Services described in the draft Additional Scope
         of Work. The CONSULTANT shall be paid a Firm Fixed

--------------------------------------------------------------------------------
CITIZENS UTILITIES COMPANY, ENERGY SECTOR,             CONVERGENT GROUP     E-1
GAS BUSINESS UNIT
Proprietary and Confidential



<PAGE>   41
ATTACHMENT E - CHANGE ORDER PROCEDURE



         Price for performance of the Services consistent with the Payment
         Schedule for the Services provided under the original Scope of Work,
         except as otherwise expressly provided in the draft Price Proposal.

3.0      VALIDITY PERIOD. Each draft Additional Scope of Work and draft Price
         Proposal shall be valid for a period of 30 days, or such longer period,
         as may be mutually agreed to by the parties.

4.0      CHANGE ORDER RESPONSE. Within 15 days after the CONSULTANT delivers the
         Change Order Response to the CLIENT, the CLIENT designated
         representative must provide written approval to the Change Order
         Response to authorize the implementation of the Change Order.

5.0      CONTINUED PERFORMANCE. The CONSULTANT will diligently proceed with the
         performance of the Services already under contract, as directed by
         CLIENT, notwithstanding the submittal of a Change Order Proposal in
         accordance with Contract Section 11(a).

TIME AND MATERIAL SCOPES OF WORK

1.0      DRAFT ADDITIONAL SCOPES OF WORK. From time to time, during the term of
         this Agreement, CLIENT may desire to add effort ("Changes") to the
         provisions of this Agreement in accordance with the Time and Material
         portions of this Agreement. CLIENT will notify CONSULTANT of the
         desired Changes in writing.

2.0      PURCHASE ORDER OR CONTRACT. CLIENT will prepare a separate Purchase
         Order or Contract that contains the following:

         (i)  describes the Services to be provided by CONSULTANT and any
              Services to be performed or Items to be provided by CLIENT
              (including any Systems of third parties that are required to
              operate Systems or Software developed or provided by the
              CONSULTANT in connection with the Project).

                  a.   specifies the Work location(s) where the Project will be
                       performed.

                  b.   sets forth the credentials and skills required by
                       employees of the CONSULTANT who will perform the Services
                       associated with the Project.

                  c.   sets forth when the Services will commence.


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E-2      CONVERGENT GROUP             CITIZENS UTILITIES COMPANY, ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential


<PAGE>   42
                                           ATTACHMENT E - CHANGE ORDER PROCEDURE



3.0      REFERENCES: The Purchase Order or Contract, which delineates the
         additional Time and Material work to be performed for this Project,
         will state on its face that the Labor Rates, Terms, and Conditions
         contained in this Agreement shall take precedence over any terms and
         conditions or Labor Rates stated on the Purchase Order or Contract.


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CITIZENS UTILITIES COMPANY, ENERGY SECTOR,             CONVERGENT GROUP     E-3
GAS BUSINESS UNIT
Proprietary and Confidential






<PAGE>   43
ATTACHMENT E - CHANGE ORDER PROCEDURE



                            SAMPLE CHANGE ORDER FORM

                               CHANGE ORDER NUMBER
                                 CONTRACT NUMBER
                                DATE OF CONTRACT
                               PARTIES TO CONTRACT

Convergent Group (hereinafter referred to as CONSULTANT), and Citizens Utilities
Company/LGS DESIGN GIS Project (hereinafter referred to as CLIENT) mutually
agree to amend _______________ to (choose appropriate type of contract) 1) add
the Firm Fixed Price amount of $_____________ 2) add Time and Material Tasks in
accordance with the Scope of Work in the attached Professional Services
Proposal.

REASON FOR THIS CHANGE ORDER:

1) FOR FIXED PRICE CHANGES

Estimated Start Date:

Estimated Completion Date:

Estimated Impact to Project Schedule:

The following line items will be added to the existing contract: Describe Items

<TABLE>
<CAPTION>

ITEM NO.                      DESCRIPTION                   PRICE
--------                      -----------                   -----
<S>                           <C>                           <C>


TOTAL                                                       $
                                                             ----
</TABLE>

Based on the phased completion of the professional consulting effort detailed in
this Professional Services Proposal that includes the Scope of Work, all labor,
services, and expenses shall be invoiced monthly on a percent task completion
basis against the Firm Fixed Price amount of $______________ for the
_____________.




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E-4      CONVERGENT GROUP             CITIZENS UTILITIES COMPANY, ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential


<PAGE>   44
                                           ATTACHMENT E - CHANGE ORDER PROCEDURE



2) FOR TIME AND MATERIAL CHANGES

The following line items will be added to the existing contract: Describe Items

<TABLE>
<CAPTION>

TASK DESCRIPTION                                       CEILING PRICE OR HOURS
<S>                                                    <C>
Either state or reference Labor Rates to be            Explain any reporting requirements relative
used, and approximate hours to be expended by          to hours expended, frequency of billing, or
each job classification.                               ceiling relative to dollars or hours.


                TOTAL                                      HOURS OR DOLLARS
</TABLE>

Estimated Start Date:

Estimated Completion Date:

Explanation of any potential impacts to the overall program schedule and/or any
schedule changes on the Firm Fixed Price Contract No. ________.

Based upon the labor hours expended for the professional consulting effort
authorized by CLIENT as defined in this Professional Services Proposal that
includes the Scope of Work, all labor and services performed by CONSULTANT shall
be invoiced monthly in accordance with the agreed upon Labor Rates. CONSULTANT's
expenses are not included in the Labor Rates and will be reimbursed at cost and
are estimated to be $________. Expenses shall be reimbursed in accordance with
Clause 5 of this CONSULTANT Agreement.

Amendment 1 now forms an integral part of this Agreement. All other terms and
conditions of Agreement ________ will remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized representatives.


--------------------------------------            Convergent Group


By:                                               By:
   -----------------------------------               ---------------------------


By:                                               By:
   -----------------------------------               ---------------------------
                                                           Glenn E. Montgomery
Title:                                            Title:   Chairman & CEO
      --------------------------------

Date:                                             Date:
     ---------------------------------                 -------------------------


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CITIZENS UTILITIES COMPANY, ENERGY SECTOR,             CONVERGENT GROUP     E-5
GAS BUSINESS UNIT
Proprietary and Confidential

<PAGE>   45

ATTACHMENT F - ELECTRONIC FUNDS TRANSFER


Instructions for transmitting funds to Convergent Group Corporation via wire are
as follows:

Wire to:          UMB Columbine Bank
                  6900 E. Hampden Avenue
                  Englewood, CO 80224

For credit to:    Convergent Group Corporation
                  Operating Account
                  6200 S. Syracuse Way
                  Suite #200
                  Englewood, CO 80111

                  Account #7170565404

If you have questions, please contact UMB Columbine Bank directly at (303)
758-2501. The persons to contact are Shelly Robbins or Marion Legett in the Wire
Transfer Department. Convergent Group Corporation is the Controller at (303)
741-8400.


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CITIZENS UTILITY COMPANY, ENERGY SECTOR,                CONVERGENT GROUP     F-1
GAS BUSINESS UNIT
Proprietary and Confidential
<PAGE>   46



                                  [CONVERGENT
                                     GROUP
                                     LOGO]


                                  ATTACHMENT G



                                PROJECT SCHEDULE
                                TO BE DETERMINED


<PAGE>   47

ATTACHMENT G - PROJECT SCHEDULE

(To be determined)




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CITIZENS UTILITIES COMPANY, ENERGY SECTOR,             CONVERGENT GROUP      G-1
GAS BUSINESS UNIT
Proprietary and Confidential

<PAGE>   48

                                                                   EXHIBIT 10.19

ATTACHMENT H - DELIVERABLE ACCEPTANCE PROCEDURES

As work on this project progresses, CONSULTANT will prepare a Deliverable
Acceptance Agreement, which will include a detailed description of the
Deliverables listed in the Payment section of the Contract. The CONSULTANT
Project Manager and the CLIENT Project Manager will mutually agree as to the
description of each of the Deliverables and upon an appropriate Detailed
Schedule for CLIENT to provide inputs to CONSULTANT for these Deliverables. The
CONSULTANT and CLIENT Project Managers will indicate agreement to the
Deliverable Description and Detailed Schedule by signing the Deliverable
Acceptance Agreement in the appropriate signature block.

When the Deliverables are completed by CONSULTANT, CLIENT will formally accept
each set of Deliverables by signing the Deliverable Acceptance Agreement in the
appropriate signature block.

SAMPLE DELIVERABLE ACCEPTANCE AGREEMENT

DESIGN GIS PROJECT PURCHASE ORDER NUMBER
CONVERGENT GROUP CONTRACT NUMBER
DATE OF CONTRACT
PARTIES TO CONTRACT
LINE ITEM NUMBER
DELIVERABLE DESCRIPTION

CONSULTANT and CLIENT mutually agree that when the criteria set forth in this
document are met by CONSULTANT, CLIENT will accept these Deliverables in
accordance with the referenced Contract Line Item. The purpose of this
Deliverable Acceptance Agreement is to detail the description of the
Deliverables for this Line Item, to bound the types and/or quantities of
Deliverables, and/or limit the time period for CLIENT to review and provide
inputs for this Deliverable from CONSULTANT.

Additionally, this Agreement provides for formal acceptance of Deliverables. In
case of a conflict between the terms of this Deliverable Acceptance Agreement
and the terms of the Contract, the Contract terms will take precedence.


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CITIZENS UTILITIES COMPANY, ENERGY SECTOR,        CONVERGENT GROUP           H-1
GAS BUSINESS UNIT
Proprietary and Confidential
<PAGE>   49
ATTACHMENT H - DELIVERABLE ACCEPTANCE PROCEDURES



DETAILED DESCRIPTION OF THE DELIVERABLES

Both CONSULTANT and CLIENT agree that when two copies of the above Deliverables
are delivered to and accepted by CLIENT, this part of the contract will be
considered complete. Upon completion, CLIENT agrees to pay CONSULTANT the Price
for this Deliverable as described in the Contract.

AGREEMENT TO DESCRIPTION OF DELIVERABLES

Citizens Utilities Company/             Convergent Group
DESIGN GIS Project

By:                                     By:
   -----------------------------           ------------------------------------
Project Manager                         Project Manager

Date:                                   Date:
     ---------------------------             ----------------------------------

ACCEPTANCE OF DELIVERABLES

CLIENT agrees that the above Deliverables are acceptable and CLIENT agrees that
CONSULTANT's obligations as they relate to this Contract Line Item have been
satisfied. Any further work required on this Line Item will be considered a
Change Order and will be processed in accordance with the Change Order
Procedure.

CONSULTANT is hereby authorized to invoice CLIENT for these Deliverables in
accordance with the terms and conditions of the Contract.

Citizens Utilities Company/DESIGN GIS Project

By:
   -------------------------------
Project Manager

Date:
     -----------------------------



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H-2   CONVERGENT GROUP                CITIZENS UTILITIES COMPANY, ENERGY SECTOR,
                                                               GAS BUSINESS UNIT
                                                    Proprietary and Confidential