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                                                                   EXHIBIT 10.10



          THE A CONSULTING TEAM, INC. 1997 STOCK OPTION AND AWARD PLAN
                      NON-QUALIFIED STOCK OPTION AGREEMENT


1.     GRANT OF OPTION. The A Consulting Team, Inc. (the "Company") hereby
       grants to (the "Participant") under The A Consulting Team, Inc. 1997
       Stock Option and Award Plan (the "Plan"), as a separate incentive in
       connection with his or her employment or service with the Company or a
       Subsidiary and not in lieu of any fees or other compensation for his or
       her services, a nonqualified stock option ("Option") to purchase, on the
       terms and conditions set forth in this Agreement and the Plan, all or any
       part of an aggregate of [NUMBER OF OPTIONS] shares of authorized but
       unissued or treasury shares of the Company's common stock, $0.01 par
       value ("Shares"), at the purchase price set forth in Paragraph 2 of this
       Agreement. The Option granted hereby is not intended to be an incentive
       stock option (within the meaning of section 422 of the Internal Revenue
       Code of 1986, as amended).

2.     OPTION PRICE. The purchase price per Share for this Option (the "Option
       Price") shall be [GRANT PRICE], which is one hundred percent (100%) of
       the Fair Market Value per Share on [GRANT DATE] the effective date of
       this Agreement (the "Grant Date").

3.     NUMBER OF SHARES. The number and class of Shares specified in Paragraph 1
       of this Agreement, and/or the Option Price, are subject to appropriate
       adjustment by the Committee in the event of any merger, reorganization,
       consolidation, recapitalization, separation, liquidation, stock dividend,
       split-up, Share combination or other change in the corporate structure of
       the Company affecting the Shares; provided, however, that the number of
       Shares subject to this Option shall always be a whole number. Subject to
       any required action of the stockholders of the Company, if the Company is
       the surviving corporation in any merger or consolidation, this Option (to
       the extent that it is still outstanding) shall pertain to and apply to
       the securities to which a holder of the same number of Shares that are
       then subject to the Option would have been entitled.

4.     VESTING SCHEDULE. This Option is exercisable effective on the date of
       grant. In the event of a change of control, as herein after defined, all
       options shall become immediately vested and exercisable. For purposes of
       this Agreement, change of control shall mean a direct or indirect change
       in the ownership or control of Company by purchase, merger,
       consolidation, reorganization, lease, exchange or transfer or sale of all
       or substantially all of the assets and/or outstanding stock of Company,
       taking the Company private with less than ten percent (10%) of the
       outstanding stock being in the public market, or any other business
       transaction involving Company or any combination of the foregoing
       transactions.

5.     EXPIRATION OF OPTION. In the event of the Participant's Termination of
       Service for any reason other than death or Disability, the Participant
       may, within three (3) months after the date of the Termination, or within
       five (5) years from the Grant Date, whichever shall first occur, exercise
       any vested but unexercised portion of this Option. In the event of the
       Participant's Termination of Service due to Disability, the Participant
       may, within one (1) year after the date of the Termination, or within
       five (5) years from the Grant Date, whichever shall first occur, exercise
       any vested but unexercised portion of this Option.

6.     DEATH OF THE PARTICIPANT. In the event that the Participant dies while in
       the employ or service of the Company or a Subsidiary, or during the three
       (3) month or one (1) year periods referred to in Paragraph 5 of this
       Agreement, the Participant's designated beneficiary or beneficiaries, or
       if no beneficiary survives the Participant, the administrator or executor
       of the Participant's estate, may, within one (1) year after the date of
       the Participant's death, exercise any vested but unexercised portion of
       this Option. Any such transferee must furnish the Company (a) written
       notice of his or her status as a transferee, (b) evidence satisfactory to
       the Company to establish the validity of the transfer of this Option and
       compliance with any laws or regulations pertaining to such transfer, and
       (c) written acceptance of the terms and conditions of this Option as set
       forth in this Agreement.


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7.     PERSONS ELIGIBLE TO EXERCISE. This Option shall be exercisable during the
       Participant's lifetime only by the Participant. This Option is not
       transferable, except that the Participant may transfer this Option (a) by
       a valid beneficiary designation made in a form and manner acceptable to
       the Committee, or (b) by will or the applicable laws of descent and
       distribution.

8.     EXERCISE OF OPTION. This Option may be exercised by the person then
       entitled to do so as to any Shares which may then be purchased (a) by
       giving written notice of exercise to the Secretary of the Company (or his
       or her designee), specifying the number of full Shares to be purchased
       and accompanied by full payment of the Option Price thereof (and the
       amount of any income tax the Company is required by law to withhold by
       reason of such exercise), and (b) by giving satisfactory assurances in
       writing if requested by the Company, signed by the person exercising the
       Option, that the Shares to be purchased upon such exercise are being
       purchased for investment and not with a view to the distribution thereof.
       The Option Price shall be payable in the legal tender of the United
       States or, in the discretion of the Committee, in Shares or in a
       combination of such legal tender or Shares.

9.     SUSPENSION OF EXERCISABILITY. If at any time the Committee shall
       determine, in its discretion, that (a) the listing, registration or
       qualification of the Shares upon any securities exchange or under any
       domestic or foreign law, or (b) the consent or approval of any
       governmental regulatory authority, is necessary or desirable as a
       condition of the purchase of Shares hereunder, this Option may not be
       exercised, in whole or in part, unless and until such listing,
       registration, qualification, consent or approval shall have been effected
       or obtained free of any conditions not acceptable to the Committee. The
       Company shall make reasonable efforts to meet the requirements of any
       such domestic or foreign law or securities exchange and to obtain any
       such consent or approval of any such governmental authority.

10.    NO RIGHTS OF STOCKHOLDER. Neither the Participant nor any person claiming
       under or through the Participant shall be or have any of the rights or
       privileges of a stockholder of the Company in respect of any of the
       Shares issuable pursuant to the exercise of this Option, unless and until
       certificates representing such Shares shall have been issued, recorded on
       the records of the Company or its transfer agents or registrars, and
       delivered to the Participant (or such other person).

11.    NO EFFECT ON EMPLOYMENT OR SERVICE. Nothing in this Agreement or the Plan
       shall interfere with or limit in any way the right of the Company or any
       Subsidiary to terminate the Participant's employment or service at any
       time, with or without cause.

12.    WITHHOLDING. Whenever Shares are to be issued to the Participant (or any
       transferee) in satisfaction of the rights conferred hereby, the Company
       shall have the right to require the Participant (or transferee) to remit
       to the Company an amount sufficient to satisfy applicable federal, state
       and local withholding tax requirements prior to the delivery of any
       certificate or certificates for such Shares.

13.    ADDRESSES FOR NOTICES. Any notice to be given to the Company under the
       terms of this Agreement shall be addressed to the Company, in care of its
       Secretary, at 200 Park Avenue South, 9th Floor, New York, New York,
       10003, or at such other address as the Company may hereafter designate in
       writing. Any notice to be given to the Participant shall be addressed to
       the Participant at the address set forth beneath the Participant's
       signature hereto, or at such other address as the Participant may
       hereafter designate in writing.

14.    OPTION IS NOT TRANSFERABLE. Except as otherwise provided herein, this
       Option and the rights and privileges conferred hereby shall not be
       transferred, assigned, pledged or hypothecated in any way (whether by
       operation of law or otherwise) and shall not be subject to sale under
       execution, attachment or similar process. Upon any attempt to transfer,
       assign, pledge, hypothecate or otherwise dispose of this Option, or of
       any right or privilege conferred hereby, or upon any attempted sale under
       any execution, attachment or similar process, this Option and the rights
       and privileges conferred hereby immediately shall become null and void.


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15.    MAXIMUM TERM OF OPTION. Notwithstanding any contrary provision of this
       Agreement, except Paragraph 6 above relating to the death of the
       Participant (in which case this Option is exercisable to the extent set
       forth therein), this Option is not exercisable after the expiration of
       five (5) years from the Grant Date.

16.    BINDING AGREEMENT. Subject to the limitation on the transferability of
       this Option contained herein, this Agreement shall be binding upon and
       inure to the benefit of the heirs, legatees, legal representatives,
       successors and assigns of the parties hereto.

17.    PLAN GOVERNS. This Agreement is subject to all of the terms and
       provisions of the Plan. In the event of a conflict between one or more
       provisions of this Agreement and one or more provisions of the Plan, the
       provisions of the Plan shall govern. Capitalized terms and phrases used
       and not defined in this Agreement shall have the meaning set forth in the
       Plan.

18.    COMMITTEE AUTHORITY. The Committee shall have the power to interpret the
       Plan and this Agreement and to adopt such rules for the administration,
       interpretation and application of the Plan as are consistent therewith.
       All actions taken and all interpretations and determinations made by the
       Committee in such connection shall be final and binding upon the
       Participant, the Company and all other interested persons, and shall be
       given the maximum deference permitted by law. No member of the Committee
       shall be personally liable for any action, determination or
       interpretation made in good faith with respect to the Plan or this
       Agreement.

19.    CAPTIONS. The captions provided herein are for convenience only and are
       not to serve as a basis for interpretation or construction of this
       Agreement.

20.    AGREEMENT SEVERABLE. In the event that any provision in this Agreement
       shall be held invalid or unenforceable, such provision shall be severable
       from, and such invalidity or unenforceability shall not be construed to
       have any effect on, the remaining provisions of this Agreement.

21.    MODIFICATIONS TO THE AGREEMENT. This Agreement constitutes the entire
       understanding of the parties on the subjects covered. The Participant
       expressly warrants that he or she is not executing this Agreement in
       reliance on any promises, representations, or inducements other than
       those contained herein. Modifications to this Agreement or the Plan can
       be made only in an express written contract executed by a duly authorized
       officer of the Company.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in
duplicate, effective as of the Grant Date.


THE A CONSULTING TEAM, INC.



--------------------------------                     ---------------------------
Shmuel BenTov                                        Signature
Chairman, Chief Executive Officer
 and President