**EXHIBIT 10.2**

 

**[FCG LETTERHEAD]**

 

June 10, 2002

 

 

Mr. David S. Lipson

771 Eagle Farm Road

Villanova, PA 19085

 

Re:          Registration RightsAgreement

 

Dear David:

 

As we discussed, this letter is to confirm certain matters with respectto:  (a) the Registration RightsAgreement dated December 18, 1998 (the “Rights Agreement”), among FirstConsulting Group, Inc. (“FCG”) and the holders named therein (the “Holders”),including yourself; (b) the letter agreement between FCG and you dated May 5,2000, which letter extended your registration rights until June 18, 2001; and(c) the letter agreement between FCG and you dated May 7, 2001, which letterextended your registration rights until June 18, 2002.

 

In conjunction with the foregoing, FCG hereby agrees to grant you demandand piggyback registration rights on your Registrable Securities for anadditional year, expiring June 18, 2003. Your demand and piggyback registration rights shall be on the same termsand conditions as set forth in the Rights Agreement, except that: (1) Section2.1(c)(ii) and the last sentence of Section 2.2(a) of the Rights Agreement aresuperseded hereby; and (2) if FCG is not required to file a registrationstatement for your Registrable Securities at any time during the additional oneyear period pursuant to Section 2.1(c)(iv) of the Rights Agreement, then youshall have the right to demand registration of your Registrable Securities for180 days after the earlier of (a) expiration of the 180TH dayfollowing the effective date of the registration statement filed by FCG thatqualifies under Section 2.1(c)(iv) or (b) the date, if any, that FCG sendswritten notice to you waiving FCG’s rights under Section 2.1(c)(iv).

 

 
| ***FIRST CONSULTING  GROUP, INC.*** |   | ***LEGAL DEPARTMENT*** |
|-------------------------------------|--------|------------------------|
| *111 W. OCEAN BLVD., 4TH FLOOR*     |   | *TEL:  (562) 624-5395* |
| *LONG BEACH, CA 90802*              |   | *FAX:  (562) 983-9384* |

 

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Mr. David S. Lipson

June 10, 2002

Page 2

 

In addition, if FCG files a registration statement registering sharesof FCG common stock for public sale during 2002, FCG currently intends to allowthe Holders to include their Registrable Securities (as defined in the RightsAgreement) in such registration statement on the same terms and conditions asSection 2.1 of the Rights Agreement, as if such registration statement werebeing filed pursuant to the demand registration rights granted in Section 2.1of the Rights Agreement.  Of course,FCG’s decision to file a registration would be based on, among other factors,future market conditions for FCG common stock, the mutual selection of andagreement with an underwriter or underwriters, and approval of FCG’s Board ofDirectors.

 

Very Truly Yours,

 

FIRST CONSULTING GROUP, INC.

 

 
| By:    |   | /s/                                  | Michael A. Zuercher |   |
|--------|--------|--------------------------------------|---------------------|--------|
|   |   | Michael A. Zuercher                  |                |
|   |   | Vice President & General Counsel |                |

 

 

**Agreed and acknowledged as of the**

**date first written above:**

 

 
| /s/ David S. Lipson |   |
|---------------------|--------|
| David S. Lipson     |   |

 

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