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                                                                    EXHIBIT 10.2


                            LIMITED LICENSE AGREEMENT


                  This Limited License Agreement (the "Agreement"), dated as of
_________, 2001, between KPMG CONSULTING, INC., a Delaware corporation, its
subsidiaries, successors and assigns ("Licensee"), and KPMG INTERNATIONAL
(formerly KLYNVELD PEAT MARWICK GOERDELER), a verein (association) organised and
existing under the laws of Switzerland, its predecessors, successors and assigns
("KPMG International"), to become effective only if there is, and as of the date
of, an initial public offering of common stock of Licensee (the "Effective
Date").


                  WITNESSETH:

                  WHEREAS, the parties hereto recognise the following
DEFINITIONS OF TERMS used in the Agreement:

COMPONENT LICENSE AGREEMENT means the agreement signed by the four founding
firms of KPMG International, KPMG International, Peat Marwick International and
Klynveld Main Goerdeler governing the ownership and use of the component parts
of the names "KPMG", "KPMG International" and "Klynveld Peat Marwick Goerdeler",
which came into effect on 1 April 1987.

INTERNATIONAL BOARD means the International Board of KPMG International as set
forth in the Statutes of Association of KPMG International.

INTERNATIONAL COUNCIL means the International Council of KPMG International as
set forth in the Statutes of Association of KPMG International.

INTERNATIONAL HEADQUARTERS means the International Headquarters of KPMG
International situated in Amsterdam, The Netherlands as set forth in the
Statutes of Association of KPMG International.

LICENSE AGREEMENT means the standard License Agreement between KPMG
International and a Member Firm for the purpose of controlling the use of the
Service Marks.



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MEMBER FIRM means any national or regional professional services firm, including
all of its Subsidiaries as defined in the Agreement, which has been admitted as
a member firm of KPMG International by the International Council and has signed
the Statutes of Association of KPMG International (or a Signature Addendum to
such Statutes), a License Agreement and a Membership Agreement. Every Member
Firm shall be a full scope Member Firm - which means a Member Firm which offers
and has the capability to provide and deliver services to national and
international clients in all areas of KPMG International's core services as may
be designated as core services from time to time by the International Council,
unless otherwise approved by the International Council. With the specific
approval of the International Council, a Member Firm or a Subsidiary as defined
herein may be a LIMITED SCOPE FIRM, which means a firm which offers and has the
capability to provide and deliver services to national and international clients
in one or more but not all areas of such core services.

MEMBERSHIP AGREEMENT means the standard Membership Agreement between KPMG
International and a Member Firm for the purpose of defining the exclusive
relationship of the Member Firm and its Subsidiaries with KPMG International.

OPERATING TERRITORIES means certain agreed-upon territories where Licensee shall
be permitted by the Agreement to utilise the KPMG name and logo and other
Service Marks, as more fully defined in Section 1d., below.

SERVICE MARKS means the names and marks set out in Exhibit A hereto.

STATUTES or KPMG STATUTES means the Statutes of Association of KPMG
International.

SUBSIDIARY means any firm, division, practice, entity or operation which is
wholly or dominantly owned, and/or managed and controlled by a Member Firm, and
which therefore is not required to sign a separate License Agreement or
Membership Agreement.

                  WHEREAS, KPMG International has the sole authority to license
the names "KPMG", "KPMG International" and "Klynveld Peat Marwick Goerdeler" and
the Service Marks set forth in Exhibit A hereto; that is, marks and names which
use any one or more of the component names "KLYNVELD", "PEAT", "MARWICK" or
"GOERDELER", alone or as initials (i.e., "KPMG") or in combination with other
names or marks set forth in Exhibit A hereto (which names and marks are referred
to collectively as the "Service Marks");


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                  WHEREAS, Deutsche Treuhand-Gesellschaft Aktiengesellschaft,
Wirtschaftspruefungsgesellschaft (now KPMG Deutsche Treuhand-Gesellschaft AG),
KMG Klynveld Kraayenhof & Co. (now KPMG Holding N.V.), Peat Marwick Main & Co.
(now KPMG LLP), Peat Marwick McLintock (now KPMG), Klynveld Peat Marwick
Goerdeler (now KPMG International), Peat Marwick International, a partnership,
and Klynveld Main Goerdeler, an association, have entered into the Component
License Agreement, effective as of 1 April 1987;

                  WHEREAS, Licensee wishes to utilise the KPMG name and logo and
other Service Marks owned and/or licensed by KPMG International in the Operating
Territories;

                  WHEREAS, Licensee wishes to use the Service Marks in
connection with the providing and advertising of services in the field of
management consulting (including, without limitation, systems integration and
integrated solutions services), and on products related to such services (which
trademark uses are intended to be included within the definition of the Service
Marks as used herein) in the Operating Territories;

                  WHEREAS, Licensee has been the subject of appropriate due
diligence procedures by KPMG International and/or Member Firms to determine its
suitability as a licensee;

                  WHEREAS, KPMG International and Licensee wish to ensure the
greatest possible protection of the Service Marks and recognise that effective
defense of the Service Marks makes it desirable that the Service Marks be
subject to uniform policies of protection and quality standards;

                  WHEREAS, Licensee recognises that the value and goodwill of
the Service Marks will be protected and enhanced by the Agreement; and

                  WHEREAS, the parties recognise that Licensee is not, and does
not become by entering into the Agreement, a Member Firm, Limited Scope Firm or
Subsidiary, but is and remains an independent professional firm.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants hereinafter set forth, the parties agree as follows:

1.       Grant of License

         a.       Licensee acknowledges that KPMG International has the sole
                  authority to license to Licensee the use of the names "KPMG",
                  "KPMG International" and "Klynveld Peat



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                  Marwick Goerdeler" and the Service Marks set forth in Exhibit
                  A hereto, and that this right to license derives exclusively
                  from the KPMG Statutes and the Component License Agreement.

         b.       Upon the terms and conditions hereinafter set forth, KPMG
                  International hereby grants to Licensee, and Licensee hereby
                  accepts, the right, license and privilege to use the Service
                  Marks in connection with Licensee's providing and advertising
                  of services in the field of management consulting (including,
                  without limitation, systems integration and integrated
                  solutions services), and on products related to such services,
                  in, and only in, the Operating Territories. Such grant shall
                  not be exclusive to Licensee (except that KPMG International
                  shall not make such a grant to any other person, firm or
                  entity in the Operating Territories, other than a Member Firm
                  in the Operating Territories); provided, however, that
                  Licensee shall have the exclusive, worldwide right to the name
                  "KPMG Consulting, Inc." and "KPMG Consulting, Incorporated,"
                  subject to the provisions of Section 1(e). The grant of the
                  license to use the Service Marks shall not include any right
                  of Licensee to enter into any sublicense agreements related to
                  the Service Marks without the express written consent of KPMG
                  International, except in the case of a subsidiary or other
                  entity directly or indirectly controlled by Licensee. In
                  addition, Licensee shall only utilise the name "KPMG" in
                  immediate conjunction with "Consulting" or take other
                  necessary steps in order to ensure that Licensee does not
                  represent that it is the same as or is affiliated with KPMG
                  LLP or KPMG International, or is governed by or affiliated
                  with KPMG LLP or KPMG International, including, but not
                  limited to, in Licensee's advertisements, press releases, name
                  plates or other publications. KPMG International shall use its
                  best efforts to cause each Member Firm that uses the Service
                  Marks to take all necessary steps to distinguish itself from
                  Licensee and avoid representing that it is the same firm as or
                  is affiliated with Licensee.

         c.       The limited license hereby granted shall be effective as of
                  the Effective Date and shall continue for four (4) years
                  unless earlier terminated in accordance with the provisions of
                  Section 4 below.

         d.       The limited license to use the Service Marks hereby granted
                  shall only apply to the Licensee's Operating Territories. The
                  Operating Territories shall initially be comprised of those
                  territories of Member Firms, Limited Scope Firms and
                  Subsidiaries whose consulting practices have joined or have
                  been acquired by Licensee as of or prior to the Effective
                  Date. If Licensee from time to time acquires consulting
                  practices of other



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                  Member Firms, Limited Scope Firms or Subsidiaries at later
                  dates, the territories of those acquired consulting practices
                  shall at such dates become a part of the Operating
                  Territories.

         e.       Licensee shall not compete, directly or indirectly, under any
                  name, with any Member Firm outside of the Licensee's Operating
                  Territories during the Noncompetition Period without the
                  express written consent of the subject Member Firm(s). For the
                  avoidance of doubt, if Licensee is providing consulting
                  services and products on a project primarily based in the
                  Operating Territories which it services, this paragraph shall
                  not preclude Licensee from engaging any person, firm or entity
                  which is not a Member Firm to deliver such consulting services
                  and products for such portion of the services or products to
                  be provided on the project outside of the Operating
                  Territories. The preceding sentence shall not be used as a
                  means to circumvent the purposes of this paragraph. As used in
                  this Agreement, "Noncompetition Period" means the period which
                  is the later of (i) December 31, 2001 and (ii) six (6) months
                  following the receipt of the termination notice by the Chief
                  Executive Officer of KPMG International as contemplated by
                  Section 4(b) below; provided, however, that in no event shall
                  the Noncompetition Period extend beyond the fourth anniversary
                  of the Effective Date.

         f.       Neither KPMG International (to the extent that it might in the
                  future be permitted by law to conduct operations) nor any of
                  its Member Firms shall compete, directly or indirectly, with
                  Licensee in the Licensee's Operating Territories during the
                  Noncompetition Period, without the express written consent of
                  Licensee. For the avoidance of doubt, this paragraph shall not
                  preclude KPMG International (to the extent that it might in
                  the future be permitted by law to conduct operations) or its
                  Member Firms from engaging any person, firm or entity which is
                  not a Member Firm to deliver consulting services and products
                  in the Operating Territories, to the extent that such party is
                  providing consulting services and products on a project
                  primarily based in their respective exclusive territories
                  outside of the Operating Territories, if such project also
                  includes services to be provided in the Operating Territories.
                  The preceding sentence shall not be used as a means to
                  circumvent the purposes of this paragraph.

         g.       The parties hereto acknowledge and agree that Licensee and the
                  Member Firms may refer work to one another and may enter into
                  contractor/subcontractor relationships, provided that the
                  Licensee and the Member Firms shall have no legal obligations
                  to do so and that




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                  any such referrals or relationships shall be determined on a
                  case by case basis, subject to individual circumstances and
                  based on reasonable commercial terms. In no event shall any
                  referral fees be paid between the Licensee and any Member
                  Firm.

         h.       During the Noncompetition Period, Licensee shall not solicit
                  or hire any partners or employees of any Member Firm, and no
                  Member Firm shall, and KPMG International shall ensure that no
                  Member Firm shall, solicit or hire any employees of Licensee
                  without the express written consent of the current employer.

         i.       Licensee, KPMG International and the Member Firms shall
                  maintain their respective rights to their respective
                  intellectual properties. The license or transfer of any
                  intellectual property between or among Licensee, KPMG
                  International and the Member Firms will be determined on a
                  case by case basis, with the pricing and other terms to be
                  reflected in mutually negotiated contracts based upon
                  reasonable commercial terms.

2.       Protection of Title and Registration

         a.       Licensee agrees that it will not challenge the title or any
                  rights of KPMG International or any Member Firm, Limited Scope
                  Firm, or Subsidiary in and to the names "KPMG", "KPMG
                  International" and "Klynveld Peat Marwick Goerdeler" and the
                  Service Marks set forth in Exhibit A hereto, or make any claim
                  or take any action adverse to KPMG International's or any
                  Member Firm's, Limited Scope Firm's, or Subsidiary's rights
                  therein, or challenge the validity of the Agreement.

         b.       Licensee agrees, both during and after the term of the
                  Agreement, to co-operate fully and in good faith with KPMG
                  International and to execute such documents as KPMG
                  International reasonably requests for the purpose of securing,
                  preserving, defending, and protecting KPMG International's
                  rights in and to the names "KPMG", "KPMG International" and
                  "Klynveld Peat Marwick Goerdeler" and the Service Marks.

         c.       Licensee shall promptly notify KPMG International in writing
                  of any infringement, imitation, passing off or use of the
                  Service Marks or any confusingly similar marks by any third
                  party which comes to its attention. KPMG International and
                  Licensee shall each have the right to bring a proceeding
                  against any such third parties to enforce their rights
                  hereunder.




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         d.       International Headquarters shall obtain and maintain
                  registrations for the Service Marks used by Licensee. This
                  obligation shall apply to any and all Service Marks used by
                  Licensee. Licensee shall obtain and maintain registrations for
                  its intellectual property, including names or marks used in
                  combination with, or variations on, the Service Marks.

         e.       If Licensee uses the Service Marks, Licensee shall use the
                  name "KPMG" and the Service Marks in accordance with the
                  provisions of the KPMG Image System regarding the legal and
                  communicative name of License and the use of the letters
                  "KPMG" and the KPMG logo on its stationery and other
                  documents.

3.       Terms of Payment

         Licensee has paid to KPMG International the sum of US$10.00 and KPMG
         International hereby acknowledges receipt thereof as full payment for
         this limited license. The parties also acknowledge the mutual
         undertakings made herein as consideration for the Agreement.

4.       Term of the Agreement and Termination

         a.       Unless earlier terminated pursuant to this Section 4, the term
                  of the Agreement shall be for four (4) years from the
                  Effective Date.

         b.       Licensee may terminate the Agreement at any time by six months
                  written notice to the Chief Executive Officer of KPMG
                  International, but in no event can the Licensee change its
                  name before June 30, 2001. The commencement of the period of
                  notice shall be the date of receipt by the Chief Executive
                  Officer of such written notice.

         c.       The International Board may terminate the Agreement at any
                  time if Licensee, in the International Board's reasonable,
                  good faith judgment, has violated the material terms and
                  conditions of the Agreement; provided, however, that the
                  International Board may exercise this termination right only
                  if it has delivered to the Chief Executive Officer of Licensee
                  a written notice and description of such violation and such
                  violation has not been cured during the ninety (90) day period
                  following such notice.

         d.       Upon the earlier to occur of (i) a Change in Control of
                  Licensee or (ii) the entry by Licensee into a definitive
                  agreement for a Change in Control, Licensee shall provide a
                  written notice to the Chief Executive Officer of KPMG
                  International. Upon the receipt of



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                  such notice, KPMG International shall have the right,
                  exercisable for the thirty (30) day period following the
                  receipt of such notice, to terminate this Agreement if in the
                  reasonable, good faith judgment of the International Board the
                  Change in Control of Licensee will have a material detrimental
                  effect on KPMG International and/or any Member Firm. If KPMG
                  International determines to terminate this Agreement, it shall
                  provide a reasonable transition period during which Licensee
                  shall discontinue the use of the Service Marks. KPMG
                  International agrees that neither it nor any Member Firm shall
                  receive any consideration in exchange for waiving any
                  termination right in this Section 4(d). "Change in Control"
                  means:

                  (i)      a sale or transfer to a non-affiliated third party of
                           all or substantially all of the assets of Licensee on
                           a consolidated basis in any transaction or series of
                           related transactions;

                  (ii)     any merger, consolidation or reorganisation to which
                           Licensee is a party, except for a merger,
                           consolidation or reorganisation in which Licensee is
                           the surviving corporation and, after giving effect to
                           such merger, consolidation or reorganisation, the
                           holders of Licensee's outstanding equity (on a fully
                           diluted basis) immediately prior to the merger,
                           consolidation or reorganisation will own in the
                           aggregate immediately following the merger,
                           consolidation or reorganisation Licensee's
                           outstanding equity (on a fully diluted basis) either
                           (A) having the ordinary voting power to elect a
                           majority of the members of Licensee's Board of
                           Directors to be elected by the holders of its common
                           stock and any other class which votes together with
                           the common stock as a single class or (B)
                           representing at least 50% of the equity value of
                           Licensee as reasonably determined by the Board of
                           Directors; or

                  (iii)    any person other than KPMG LLP or its affiliates
                           acquires beneficial ownership of 50% or more of the
                           outstanding equity of Licensee generally entitled to
                           vote on the election of directors.

         e.       The Agreement shall terminate immediately in the event that:

                  (i)      Licensee dissolves or discontinues its business as a
                           going concern; or

                  (ii)     A national government expropriates or nationalises
                           all or substantially all of the assets or business of
                           Licensee.





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         f.       Upon termination of the Agreement:

                  (i)      All rights of Licensee to use the Service Marks
                           granted under the Agreement shall revert and inure to
                           the benefit of KPMG International, subject to a
                           reasonable transition period in the case of a
                           termination pursuant to Section 4(d);

                  (ii)     Licensee's right to continue using the Service Marks,
                           or any marks or names that are likely to cause
                           confusion therewith, shall immediately terminate, and
                           neither Licensee nor any of its partners or
                           shareholders or employees nor any successor firm or
                           entity shall use the Service Marks after the date of
                           termination, nor shall they register or use any
                           names, terms or trademarks constituting Service
                           Marks, without the prior written consent of KPMG
                           International, in each case subject to a reasonable
                           transition period in the case of a termination
                           pursuant to Section 4(d); and

                  (iii)    KPMG International may take the necessary steps to
                           cancel any record of Licensee as a licensee of the
                           Service Marks. Licensee hereby agrees to execute any
                           documents which KPMG International may reasonably
                           require for that purpose.

         g.       For the twelve (12) month period following a termination of
                  this Agreement, KPMG International shall not, and shall use
                  its best efforts to cause the Member Firms not to, use the
                  name "KPMG Consulting" or similar variations in any territory
                  constituting part of the Operating Territories in effect at
                  the time of such termination.

         h.       In the event of a termination of the Agreement by KPMG
                  International in accordance with the terms of this Agreement,
                  Licensee shall have no right to any compensation from KPMG
                  International or any Member Firms, Limited Scope Firms, or
                  Subsidiaries.

         i.       Licensee shall have the right to immediately terminate this
                  Agreement in the event that KPMG International dissolves. The
                  parties agree that, after such dissolution, Licensee may only
                  retain those name and service mark common law rights,
                  registrations, or applications therefor which do not derive
                  from grants received under the Agreement.



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                  The parties specifically agree that, in the event of such
                  dissolution, they shall be restored, as nearly as possible, to
                  their positions before execution of the Agreement.

         j.       The agreements, representations, covenants and obligations set
                  forth in Sections l(e), l(f) and l(h) shall survive the
                  termination of this Agreement.

5.       Applicable Law

         The relationship between the parties to the Agreement shall be governed
         by the terms and conditions set forth herein. Except to the extent that
         the laws of Switzerland mandatorily govern this Agreement, this
         Agreement shall be governed and construed in accordance with the
         federal laws of the United States of America and the laws of the State
         of New York; provided, however, that the validity of the Service Marks
         in any jurisdiction shall be governed by the law of the jurisdiction in
         which rights relating to the Service Marks are sought to be exercised.

6.       Validity

         a.       The language of the Agreement and all documents, meetings and
                  proceedings relating thereto shall be English.

         b.       No modifications, amendments or supplements to the Agreement
                  shall be effective for any purpose unless duly recorded in
                  writing and signed by authorised representatives of Licensee
                  and KPMG International or their successors or assigns.

         c.       If any provision of the Agreement should be invalid or
                  inoperable, this shall not affect the validity of the
                  remaining provisions of the Agreement. The parties hereto
                  shall in such event use their best efforts to substitute for
                  any invalid or inoperable provision a valid or operable
                  arrangement which achieves results as nearly equivalent as
                  possible to the invalid or inoperable provision.

7.       Relationship of Parties

         a.       Nothing contained herein shall be construed to place the
                  parties in the relationship of agents, partners or joint
                  venturers, and Licensee shall have no power to obligate or
                  bind KPMG International or any Member Firm, Limited Scope Firm
                  or Subsidiary in any manner whatsoever.



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         b.       No provision of the Agreement shall be interpreted as having
                  the effect of placing the management of Licensee under the
                  control of KPMG International or any Member Firm, Limited
                  Scope Firm or Subsidiary.

8.       No Assignment or Mortgage

         The Agreement and all rights and duties hereunder are personal to
         Licensee and shall not, without the written consent of KPMG
         International, be assigned, mortgaged or otherwise encumbered by
         Licensee or by operation of law.

9.       Limited Rights of Direct Action by Four Member Firms

         KPMG Deutsche Treuhand-Gesellschaft AG (Germany), KPMG SpA (Italy),
         KPMG Holding NV (Netherlands), and KPMG (UK) (collectively, the "four
         Member Firms") hereby agree to be fully bound by the terms and
         conditions of Sections 1.f. and 1.h. above, and are subject to a direct
         action by the Licensee for any violations thereof. Each of he four
         Member Firms (in addition to KPMG International) is exclusively granted
         a direct right of action against the Licensee solely with respect to
         any violations of Sections 1.e., 1.h. and 1.i. above including, without
         limitation, on behalf of that Member Firm itself and such other Member
         Firm(s) in which it holds an equity interest. Such direct actions would
         be governed by Section 5 above and Section 10 below. In no event shall
         more than one action be brought with regard to a given violation.

10.      Enforcement

         Any controversy or claim arising out of or relating to this Agreement
         shall be settled by arbitration pursuant to the Commercial Rules of the
         American Arbitration Association and judgment on the award rendered by
         the arbitration may be entered in any court in the United States having
         jurisdiction thereof. The arbitration shall take place before a panel
         of three arbitrators, which shall consist of one person selected by
         each of the two sides to the dispute and the third person to be jointly
         selected by the two arbitrators previously selected. The arbitration
         proceeding shall be conducted in New York City, New York. The
         arbitration panel shall have the authority to award any remedy or
         relief that a court of competent jurisdiction could order or grant,
         including, without limitation, the issuance of an injunction. However,
         either party may, without inconsistency with this arbitration
         provision, apply to any court having jurisdiction hereof and seek
         interim provisional injunctive or other equitable relief until the
         arbitration award is rendered or the controversy is




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         otherwise resolved. Except as necessary in court proceedings to enforce
         this arbitration provision or an award rendered hereunder, or to obtain
         interim relief, neither a party nor an arbitrator may disclose the
         existence, content or results of any arbitration hereunder without the
         prior written consent of both parties. The parties acknowledge that
         this Agreement evidences a transaction involving interstate commerce.
         Notwithstanding any choice of law provision included in this Agreement,
         the United States Federal Arbitration Act shall govern the
         interpretation and enforcement of this arbitration provision. Each of
         the parties hereto irrevocably and unconditionally waives trial by jury
         in any legal action or proceeding relating to the Agreement and any
         counter-claims therein.




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IN WITNESS WHEREOF, the parties have caused the Agreement to be duly executed as
of the day and year first above written.


                                                  KPMG CONSULTING, INC.



                                                  By:
                                                     ---------------------------
                                                  Name:
                                                       -------------------------
                                                  Title:
                                                        ------------------------



                                                  KPMG INTERNATIONAL



                                                  By:
                                                     ---------------------------
                                                  Name:
                                                       -------------------------
                                                  Title:
                                                        ------------------------



As to Section 9 only:


KPMG Deutsche Treuhand-Gesellschaft AG (Germany)
                                                   -----------------------------
KPMG SpA (Italy)
                                                   -----------------------------
KPMG Holding NV (Netherlands)
                                                   -----------------------------
KPMG (UK)
                                                   -----------------------------



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