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                                                                     Exhibit 4.5

                   DIAMOND TECHNOLOGY PARTNERS INCORPORATED
                           1998 EQUITY INCENTIVE PLAN

                FORM OF 1998 NON-PARTNER STOCK OPTION AGREEMENT
                -----------------------------------------------


     WHEREAS, Diamond Technology Partners Incorporated, a Delaware corporation
(the "Company"), has adopted the Diamond Technology Partners Incorporated 1998
Equity Incentive Plan, as amended from time to time and incorporated herein (the
"Plan"), which provides for, among other things, the grant of qualified and/or
nonqualified stock options to employees of the Company as selected by the
Committee to purchase shares of $.001 par value common stock of the Company;

     WHEREAS, the individual designated on the attached "Notice of Grant of
Stock Options" (the "Optionee") has been selected by the Committee to receive an
Option in accordance with the provisions of the Plan; and

     WHEREAS, the parties hereto desire to evidence in writing the terms and
conditions of the Option.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained and as an inducement to the Optionee
to begin employment with the Company or to continue as an employee of the
Company, the parties hereto hereby agree as follows:

     1.   Definitions.
          -----------

     All capitalized terms used herein shall have the same meanings as are
ascribed to them in the Plan, unless expressly provided otherwise in this
Agreement.

          "Agreement" means this Stock Option Agreement.

          "Committee" means the Company's Management Committee, as constituted
     from time to time, or any other committee appointed by the board of
     directors of the Company.

          "Date of Grant" means the date this Option is granted, as set forth in
     the Notice of Grant.

          "Disability" means any medically determinable physical or mental
     impairment which prevents the Optionee from engaging in any substantial
     gainful activity and which can be expected to result in death or which has
     lasted or can be expected to last for a continuous period of not less than
     12 months.  Disability shall be determined by the Committee based upon
     medical reports and other evidence satisfactory to the Committee.

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          "Employee" means an employee of the Company.

          "Exercise Price" means the purchase price of the Option Shares, as set
     forth in the Notice of Grant.

          "Expiration Date" means the termination date of the Option, as set
     forth in the Notice of Grant.

          "Fair Market Value" means the average of the closing price of a share
     of Class A common stock on the NASDAQ National Market System for the ten
     trading days immediately preceding the Date of Grant.

          "Notice of Grant" means the "Notice of Grant of Stock Options"
     attached hereto and incorporated herein by reference.

          "Option" means the option to purchase shares of Stock evidenced by
     this Agreement and the Notice of Grant.

          "Option Shares" means the shares of Stock subject to the Option.

          "Stock" means the $.001 per share par value Class A or Class B common
     stock of the Company.

          "Vest Date" means the date upon which the Option becomes vested, as
     set forth in the Notice of Grant.

          "VSRA" means that certain Second Amended and Restated Voting and Stock
     Restriction Agreement dated as of the 4th day of August, 1997, among the
     Company and the stockholders of the Company, as amended from time to time.

     2.   Grant of Option.
          ---------------

     The Committee hereby awards to the Optionee this Option to purchase all or
any part of the Option Shares at the Exercise Price, on the terms and conditions
set forth herein and subject in all respects to the terms and provisions of the
Plan and the Notice of Grant, which terms and conditions are incorporated herein
by reference.

     3.   Restrictions on Transfer.
          ------------------------

     This Option may not be transferred, assigned, pledged or hypothecated in
any way and will not be subject to execution, attachment or similar process,
except by will or under the laws of descent and distribution.

     4.   Vesting of Option.
          -----------------

          (a) This Option is exercisable only upon and after the Vest Date.

          (b) The Optionee's vesting rights herein are predicated upon the
     Optionee's continuous employment with the Company from the Date of Grant to
     the Vest Date.  Except as provided below, no portion of this Option shall
     vest after the date the

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     Optionee ceases to be an Employee for any reason, and any unvested portion
     of this Option in such case shall be canceled as of that date.

          (c) Notwithstanding anything to the contrary in this Agreement or the
     Notice of Grant, if the Optionee dies or suffers a Disability prior to a
     Vest Date, and the Optionee was an Employee at the time of such death or
     Disability, the unvested portion of this Option shall automatically vest on
     the date of such death or Disability.

     5.   When Option May Be Exercised.
          ----------------------------

          (a) Except as otherwise provided in this section, the vested portion
     of this Option shall be exercised, if at all, by the Optionee at any time
     before the Expiration Date.

          (b) If the Optionee ceases to be an Employee because of death, the
     Optionee's vested Options shall be exercised, if at all, by the person or
     entity (including the Optionee's estate) that has obtained the Optionee's
     rights under the Option by will or under the laws of descent and
     distribution, at any time before the Expiration Date.

          (c) If the Optionee ceases to be an Employee because of Disability,
     the Optionee's vested Options must be exercised, if at all, not later than
     twelve months following the date the Optionee ceases to be an Employee.

          (d) If the Optionee ceases to be an Employee for any reason other than
     death or Disability, the Optionee's vested Options must be exercised, if at
     all, not later than 90 days following the date the Optionee ceases to be an
     Employee.  Any unvested portion of this Option terminates immediately upon
     the cessation of employment of the Optionee.

          (e) The Committee shall have the discretion, exercisable at any time
     before a sale, merger, consolidation, reorganization, liquidation or change
     of control of the Company, as defined by the Committee, to provide for the
     acceleration of vesting and for settlement, including cash payment, of the
     Option upon or immediately before the effectiveness of such event.

          (f) Notwithstanding anything else in this Agreement to the contrary,
     in no event shall the Optionee exercise this Option until the Company,
     pursuant to the terms of its restated certificate of incorporation, has
     authorized for issuance the shares issuable upon exercise of this Option.

     6.   Exercise of Option.
          ------------------

          (a) During the Optionee's lifetime, this Option shall be exercisable
     only by the Optionee or his or her legal representative or guardian.  In
     the event of the Optionee's death, this Option shall be exercisable by the
     person or entity (including the Optionee's estate) that has obtained the
     Optionee's rights under the Option by will or under the laws of descent and
     distribution.

          (b) This Option may be exercised by submitting to the Company:  (1) a
     Notice of Exercise in the form attached hereto as Exhibit A, (2) any other
     written representations, covenants, and other undertakings that the Company
     may prescribe pursuant to the VSRA or any other source, or to satisfy
     securities laws and regulations or other requirements, and (3) a personal,
     certified or bank cashier's check payable to the order of the Company in an
     amount equal to the full purchase price of the Option Shares to be
     purchased.

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          (c) Notwithstanding the foregoing, if permitted by the Committee,
     payment of such purchase price may be made in (i) previously owned whole
     shares of Stock (for which the Optionee has good title, free and clear of
     all liens and encumbrances), having a value determined by the closing price
     of a share of Stock on the NASDAQ National Market System (the "NASDAQ
     Price") on the date of exercise, the total amount being equal to the
     aggregate purchase price of the Option Shares to be purchased, (ii) by
     authorizing the Company to retain whole shares having a value determined by
     the NASDAQ Price on the date of exercise, the total amount being equal to
     the aggregate purchase price of the Option Shares to be purchased, which
     whole shares would otherwise be issuable upon exercise of the Option, (iii)
     in cash by a broker-dealer to whom the Optionee has submitted an
     irrevocable notice of exercise, or (iv) a combination of cash, (i) and
     (ii).

          (d) Upon consent of the Committee, the Optionee may elect to defer
     delivery of the Option Shares by notifying the Committee and acting in
     accordance with rules and procedures established by the Committee.  Prior
     to delivery of the deferred Option Shares to the Optionee: (i) the Option
     Shares may not be sold, assigned, transferred, pledged or otherwise
     encumbered, other than by will or the laws of descent and distribution;
     (ii) the Optionee shall have none of the rights of a shareholder with
     respect to the Option Shares; and (iii) nothing contained in this Agreement
     shall give any rights to the Optionee that are greater than those of a
     general creditor of the Company.

     7.   Modification of Option.
          ----------------------

     At any time and from time to time the Committee may modify, extend or renew
this Option, provided that no such modification, extension or renewal shall
impair in any respect the benefit of the Option to the Optionee without the
consent of the Optionee.

     8.   Stockholder Rights.
          ------------------

     The Optionee shall have none of the rights of a stockholder with respect to
the Option Shares until: (i) the transfer of such shares to the Optionee has
been duly recorded on the stock transfer books of the Company upon the exercise
of the Option; and (ii) the Optionee shall execute and deliver to the Company,
in the form prescribed by the Company, either a counterpart of the VSRA or an
agreement under which the Optionee adopts and agrees to be bound by the VSRA.
The certificates representing the Option Shares purchased shall bear the legends
provided in the VSRA and other required legends.

     9.   Incentive Stock Option.
          ----------------------

     If the Notice of Grant states that the Option is an incentive stock option,
this Option is intended to be and shall for all purposes be treated as an
incentive stock option under Section 422 of the Internal Revenue Code (the
"Code").  To the extent that the aggregate Fair Market Value (as of the Date of
Grant) of the Option Shares issuable under all Options (including this Option)
granted to an individual which are exercisable for the first time by such
individual during any calendar year exceeds $100,000, such Options shall be
treated as Options that are not "incentive stock options" under the Code.

     In the event that the Committee modifies the vesting of the Option or some
other action occurs which affects the  treatment of the Option, negatively or
positively, or the laws relating

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to the Option change, this Option shall be treated as an incentive stock option
to the maximum extent allowed by law.

     10.  Other Documents.
          ---------------

     The Optionee acknowledges receipt of copies of the Plan and the VSRA, and
agrees to all of the respective terms, conditions, restrictions and limitations
contained therein.

     11.  Stockholder Approval of Plan.
          ----------------------------

     This Option is subject to the approval of the Plan by the stockholders of
the Company at the 1998 annual meeting of the stockholders of the Company or an
adjournment thereof.  If such approval is not granted, then this Option is void
in its entirety, regardless of any vesting which shall have occurred hereunder.
Until approval of the Plan by the stockholders of the Company, no exercise of
Options shall be allowed.

     12.  Notices.
          -------

     All notices by one party to the other under this Agreement shall be in
writing.  Any notice under this Agreement to the Committee or to the Company
shall be addressed to the Company at Suite 3000, 875 N. Michigan Avenue,
Chicago, Illinois 60611, and any notice to the Optionee shall be addressed to
the Optionee at the address listed on the Notice of Grant.  If mailed by United
States mail, properly addressed and proper postage prepaid or if sent by
recognized overnight courier service, notice shall be effective on the date of
mailing or delivery to such courier.  If served personally, notice shall be
effective as of the date of delivery to the address of the party to whom the
notice is addressed.  If the effective date as provided above is not a business
day, the effective date shall be the next regular business day.  Either party
may at any time notify the other in writing of a new address for service of
notice upon that party.

     13.  Severability.
          ------------

If any provision of this Agreement for any reason should be found by any
arbitrator or court of competent jurisdiction to be invalid, illegal or
unenforceable, in whole or in part, such declaration shall not affect the
validity, legality, or enforceability of any remaining provision or portion
hereof, which remaining provision or portion shall remain in full force and
effect as if this Agreement had been adopted with the invalid, illegal or
unenforceable provision or portion eliminated.

     14.  Agreed Forum.
          ------------

     All acts required to be performed by the Optionee hereunder shall be deemed
to be performed in Chicago, Cook County, Illinois, and the Optionee hereby
submits to the jurisdiction of any state or Federal court located in Chicago,
Illinois and waives any and all objections to the jurisdiction of such courts
and the venue of any action brought therein.

     15.  Arbitration.
          -----------

In the event of a dispute relating to this Stock Option Agreement, the parties
agree to attempt in good faith to resolve the dispute among themselves.  If this
is unsuccessful, the parties shall attempt to mutually agree on an alternative
dispute resolution mechanism.  If the parties cannot so agree on an alternative
dispute resolution mechanism, then the parties shall submit

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this dispute to binding arbitration under the Commercial Rules of the American
Arbitration Association.  The parties shall each bear one-half (1/2) of the
costs of the alternative dispute resolution mechanism.

In the event arbitration is chosen, each party shall select an arbitrator of its
choice within 20 days of the giving or receipt of notice of arbitration.  The
two, in turn, shall choose a third presiding arbitrator.  If the two shall be
unable to agree upon the presiding arbitrators or if any party fails or refuses
to appoint an arbitrator, the appointing authority shall have the power to make
an appointment.

The award of the arbitrators, which shall be in writing and furnished within
thirty days of the last day of the hearing, shall be final and binding upon the
parties and neither party shall appeal the award to any court.  Judgement for
enforcement of the award of the arbitrators may be entered in any court having
jurisdiction thereof.  The parties acknowledge that this provision and any award
rendered pursuant to it shall be governed by the federal Uniform Arbitration
Act.

     16.  Equitable Relief.
          ----------------

     The Company shall be entitled to enforce the terms and provisions of this
Agreement by an action for injunction or specific performance or an action for
damages or all of them, or may be made the subject of the arbitration
proceedings described in the preceding section.

     17.  Applicable State Law.
          --------------------

     This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois.

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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be duly executed as of the __ day of May 2000.



                                    OPTIONEE


                                    _________________________________



                                    DIAMOND PARTNERS INCORPORATED


                                    By:______________________________________

                                    Title:___________________________________


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                                   EXHIBIT A

                                       TO

                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                    1998 NON-PARTNER STOCK OPTION AGREEMENT
                               NOTICE OF EXERCISE

     Reference is made to the Notice of Grant having a Date of Grant of ____ and
the 1998 Non-Partner Stock Option Agreement, both as accepted by ______________
__________ (the "Optionee"). Capitalized terms used herein and not otherwise
defined have the meanings assigned to such terms in the 1998 Non-Partner Stock
Option Agreement.

The Optionee hereby irrevocably exercises the option for and purchases ________
_______ shares of Stock.

The full purchase price for the shares of Stock being purchased hereunder,
calculated in accordance with the Notice of Grant and the 1998 Non-Partner Stock
Option Agreement, is $_______________, and the Optionee is delivering to the
Company simultaneously with the delivery of this Notice of Exercise a personal,
certified or bank cashier's check payable to the order of the Company in such
amount.

The shares of Stock being purchased hereunder are being acquired for the
Optionee's own account and not with a view to distribution thereof in violation
of applicable Federal or state securities laws.

The Optionee hereby agrees to be bound, with respect to the shares of Stock
being purchased hereunder, by the VSRA and agrees to execute or adopt such VSRA
in the form as required by the Company, as a condition to receipt of the Stock.

The Optionee requests that certificates for the shares of Stock being purchased
hereunder be issued in the name of and delivered to the following person and
address:

                      __________________________________
                      __________________________________
                      __________________________________



Dated as of: ____________________       ______________________________
                                        (Signature)
                                        ______________________________
                                        (Name)

                                        ______________________________
                                        (Signature of Spouse)
                                        ______________________________
                                        (Name)

                              (to be executed only upon exercise of the Option)

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