10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 for the quarterly period ended
March 31, 2002

Commission file number 0-23488

CIBER, INC.
(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation)	38-2046833 (I.R.S. Employer Identification No.)
5251 DTC Parkway Suite 1400 Greenwood Village, CO 80111 (Address of principal executive offices)

Telephone Number: (303) 220-0100

        Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        As of March 31, 2002, there were 60,830,597 shares of the Registrant's common stock ($0.01 par value) outstanding.

CIBER, Inc.

Form 10-Q

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Consolidated Statements of Operations—Three months ended March 31, 2002 and 2001	3
	Consolidated Balance Sheets—March 31, 2002 and December 31, 2001	4
	Consolidated Statements of Cash Flows—Three months ended March 31, 2002 and 2001	5
	Consolidated Statement of Shareholders' Equity—Three months ended March 31, 2002	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
PART II.	OTHER INFORMATION	14
	SIGNATURES	15

CIBER, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

		Three months ended March 31,
		2001			2002
		In thousands, except per share data
Consulting services		$	138,824		$	127,743
Other revenues			7,040			6,790
	Total revenues		145,864			134,533
Cost of consulting services			96,562			92,831
Cost of other revenues			4,545			3,569
Selling, general and administrative expenses			39,179			35,096
Amortization of intangible assets			3,025			182
	Operating income		2,553			2,855
Interest income			172			42
Interest expense			(59	)		(227	)
Other income, net			22			5
	Income before income taxes		2,688			2,675
Income tax expense			1,123			1,068
	Net income	$	1,565		$	1,607
Earnings per share—basic		$	0.03		$	0.03
Earnings per share—diluted		$	0.03		$	0.03
Weighted average shares—basic			57,265			60,589
Weighted average shares—diluted			57,698			61,724

See accompanying notes to consolidated financial statements.

CIBER, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

			December 31, 2001			March 31, 2002
			In thousands, except share data
Assets
Current assets:
	Cash and cash equivalents		$	9,369		$	8,378
	Accounts receivable, net			135,334			126,733
	Prepaid expenses and other current assets			9,598			8,913
	Income taxes refundable			3,531			4,099
	Deferred income taxes			2,933			3,279
		Total current assets		160,765			151,402
Property and equipment, at cost				64,467			63,614
Less accumulated depreciation and amortization				(38,797	)		(40,467	)
		Net property and equipment		25,670			23,147
Intangible assets, net				169,424			169,456
Deferred income taxes				8,301			6,798
Other assets				4,591			5,491
		Total assets	$	368,751		$	356,294
Liabilities and Shareholders' Equity
Current liabilities:
	Accounts payable		$	17,706		$	7,146
	Accrued compensation and related liabilities			25,108			25,407
	Other accrued expenses and liabilities			15,761			12,157
	Income taxes payable			252			423
		Total current liabilities		58,827			45,133
Bank line of credit				18,634			16,237
		Total liabilities		77,461			61,370
Commitments and contingencies
Shareholders' equity:
	Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued			—			—
	Common stock, $0.01 par value, 100,000,000 shares authorized, 60,967,000 and 60,967,000 issued			610			610
	Additional paid-in capital			241,316			241,723
	Retained earnings			54,385			55,531
	Accumulated other comprehensive loss			(1,701	)		(2,034	)
	Treasury stock, 512,000 and 136,000, shares at cost			(3,320	)		(906	)
		Total shareholders' equity		291,290			294,924
		Total liabilities and shareholders' equity	$	368,751		$	356,294

See accompanying notes to consolidated financial statements.

CIBER, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

					Three months ended March 31,
					2001			2002
					In thousands
Operating activities:
	Net income				$	1,565		$	1,607
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation				2,382			2,546
		Amortization of intangible assets				3,025			182
		Deferred income taxes				(949	)		1,219
		Other, net				(120	)		40
		Changes in operating assets and liabilities, net of the effects of     acquisitions:
			Accounts receivable			6,096			8,601
			Other current and long-term assets			(1,878	)		(128	)
			Accounts payable			(11,022	)		(10,806	)
			Accrued compensation and related liabilities			(127	)		299
			Other accrued expenses and liabilities			(2,083	)		(1,188	)
			Income taxes payable/refundable			1,740			(23	)
				Net cash provided by (used in) operating activities		(1,371	)		2,349
Investing activities:
	Acquisitions, net of cash acquired					(7,342	)		(1,289	)
	Purchases of property and equipment, net					(1,800	)		(655	)
	Purchases of investments					(41	)		(13	)
	Sales of investments					168			14
	Increase in notes receivable from officers					—			(1,030	)
				Net cash used in investing activities		(9,015	)		(2,973	)
Financing activities:
	Employee stock purchases and options exercised					1,601			2,058
	Borrowings on long term bank line of credit					—			68,946
	Payments on long term bank line of credit					—			(71,343	)
	Purchases of treasury stock					(4,705	)		(113	)
				Net cash used in financing activities		(3,104	)		(452	)
	Effect of foreign exchange rate changes on cash					171			85
				Net decrease in cash and cash equivalents		(13,319	)		(991	)
	Cash and cash equivalents, beginning of period					19,193			9,369
	Cash and cash equivalents, end of period				$	5,874		$	8,378

See accompanying notes to consolidated financial statements.

CIBER, Inc. and Subsidiaries

Consolidated Statement of Shareholders' Equity

(Unaudited)

	Common stock								Accumulated other comprehensive loss
				Additional paid-in capital		Retained earnings						Treasury stock			Total shareholders' equity
	Shares	Amount
	In thousands
Balances at January 1, 2002	60,967	$	610	$	241,316	$	54,385		$	(1,701	)	$	(3,320	)	$	291,290
Net income	—		—		—		1,607			—			—			1,607
Unrealized gain on investments	—		—		—		—			(55	)		—			(55	)
Foreign currency translation	—		—		—		—			(278	)		—			(278	)
Employee stock purchases and options exercised	—		—		—		(464	)		—			2,522			2,058
Tax benefit from exercise of stock options	—		—		374		—			—			—			374
Stock compensation expense	—		—		33		3			—			5			41
Purchases of treasury stock	—		—		—		—			—			(113	)		(113	)
Balances at March 31, 2002	60,967	$	610	$	241,723	$	55,531		$	(2,034	)	$	(906	)	$	294,924

See accompanying notes to consolidated financial statements.

CIBER, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(1) Summary of Significant Accounting Policies

        The accompanying consolidated financial statements of CIBER, Inc. and subsidiaries have been prepared without audit. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2001. In the opinion of management, these unaudited consolidated financial statements include all adjustments necessary for a fair presentation of the financial position and results of operations for the periods presented. Interim results of operations for the three-month period ended March 31, 2002 are not necessarily indicative of operating results for the full year.

        Income Taxes.    We record interim-period income tax expense based on management's best estimate of the effective tax rate expected to be applicable for the full fiscal year.

        New Accounting Pronouncements.    In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method and specifies the criteria for recording intangible assets separate from goodwill. Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized, but instead are reviewed annually (or more frequently as impairment indicators arise) for impairment. Separate intangible assets that do not have indefinite lives continue to be amortized over their useful lives. The non-amortization and amortization provisions of SFAS 142 are effective for goodwill and intangible assets acquired after June 30, 2001. With respect to goodwill and intangible assets acquired prior to July 1, 2001, we have adopted SFAS 142 effective January 1, 2002. The adoption of these accounting standards has resulted in a reduction of our amortization of intangible assets beginning January 1, 2002.

        Notes receivable from officers.    Included in other assets at March 31, 2002 are notes receivable from officers of $1,396,000.

CIBER, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(2) Earnings per share

        The computation of earnings per share—basic and diluted is as follows (in thousands, except per share amounts):

		Three months ended March 31,
		2001		2002
Numerator:
	Net income	$	1,565	$	1,607
Denominator:
	Basic weighted average shares outstanding		57,265		60,589
	Dilutive effect of employee stock options		433		1,135
	Diluted weighted average shares outstanding		57,698		61,724
Earnings per share—basic		$	0.03	$	0.03
Earnings per share—diluted		$	0.03	$	0.03

        Dilutive securities are excluded from the computation in periods in which they have an antidilutive effect. As a result, earnings (loss) per share—diluted is the same as earnings (loss) per share—basic when CIBER reports a net loss. The number of antidilutive stock options (options whose exercise price is greater than the average CIBER stock price during the period) omitted from the computation of weighted average shares—diluted was 4,235,010 and 2,526,333 for the three months ended March 31, 2001 and 2002, respectively.

(3) Goodwill and Intangible Assets—Adoption of SFAS No. 142

        Intangible assets consist of goodwill and noncompete agreements. Effective January 1, 2002 goodwill is no longer amortized. Noncompete agreements are amortized over the terms of the contracts, which range from one to three years. Amortization is recorded using the straight-line method. The following table represents the effect on net income and earnings per share of the adoption of SFAS No. 142 for the three months ended March 31, 2001 and 2002 (in thousands, except per share amounts).

		Three Months Ended March 31,
		2001		2002
Net Income		$	1,565	$	1,607
Add back: Goodwill amortization, net of tax			1,888		—
Adjusted net income		$	3,453	$	1,607
Basic earnings per share:
	Net income	$	0.03	$	0.03
	Goodwill amortization, net of tax		0.03		—
	Adjusted net income	$	0.06	$	0.03
Diluted earnings per share:
	Net income	$	0.03	$	0.03
	Goodwill amortization, net of tax		0.03		—
	Adjusted net income	$	0.06	$	0.03

(4) Comprehensive Income

        Comprehensive income includes net income plus changes in net unrealized gain/loss on available for sale investments and cumulative foreign currency translation adjustment. Comprehensive income was $636,000 and $1,274,000 for the three months ended March 31, 2001 and 2002, respectively.

(5) Revolving Line of Credit

Bank Line of Credit—On May 6, 2002 we amended our line of credit agreement with Wells Fargo Bank, N.A. Under the amended agreement the maximum available borrowing was increased from $35 million to $60 million. The maximum available borrowing under this line of credit is automatically reduced to $52.5 million on September 30, 2002, and reduced further at the end of each calendar quarter thereafter by $2.5 million. The line of credit expires September 30, 2004. Borrowings bear interest based on the bank's prime rate and ranges from prime minus 0.20% to prime less 0.70%, depending on our ratio of indebtedness to earnings before interest, taxes, depreciation and amortization. At March 31, 2002, the bank's prime rate was 4.75% and our rate on borrowing was 4.30%. We are also required to pay a fee of 0.125% per annum on the unused portion of the line of credit. The line of credit is secured by substantially all of our assets. The terms of the credit agreement contain, among other provisions, certain financial covenants including minimum interest coverage and minimum tangible net worth, as well as specific limitations on additional indebtedness, liens and merger activity and prohibits the payment of any dividends.

(6) Subsequent events

Acquisition of Decision Consultants, Inc.—On April 30, 2002, we acquired substantially all of the assets and certain liabilities of Decision Consultants, Inc. ("DCI"). The total consideration paid was approximately $50.2 million, consisting of $40 million in cash, 1,104,972 shares of CIBER common stock valued at $8.7 million and a $1.5 million unsecured promissory note. We used a combination of cash on hand (including the proceeds from the sale of stock on April 29, 2002) and borrowings under our line of credit for the cash consideration. The $1.5 million Unsecured Subordinated Promissory Note payable to DCI accrues interest at 13.5% per annum and is due in full on January 1, 2003. The value of the CIBER shares issued was based on the average closing price of the CIBER stock over the two-day period before and after, April 8, 2002, the date the acquisition were announced. DCI, based in Detroit, MI, provided IT consulting services similar to CIBER.

Sale of Stock—On April 29, 2002, we entered into Stock Purchase Agreements to sell 2,459,016 shares of CIBER common stock at $6.10 per share, in a private placement offering. We received aggregate proceeds of approximately $14.1 million, net of expenses, which was used to fund a portion of the purchase price of the DCI acquisition.

(7) Segment Information

        We manage our operations based on our legal operating entities that are differentiated by products and services offered. We have two reportable segments, Custom Solutions and Package Solutions. The Custom Solutions segment primarily includes our CIBER custom branch offices and our CIBER Solution Partners European operations. Our Custom Solutions segment provides IT project solutions and IT staffing in custom-developed software environments. Our Package Solutions segment is comprised primarily of our CIBER Enterprise Solutions Division and our subsidiary DigiTerra, Inc. Package Solutions provides enterprise software implementation services including enterprise resource planning (ERP), supply chain management customer relationship management software from software vendors such as J.D. Edwards, Lawson, PeopleSoft, Oracle and SAP, among others. We evaluate each segment based on operating income before amortization of intangible assets and other charges. The following presents financial information about our segments (in thousands):

			Three months ended March 31,
			2001			2002
Total revenues:
	Custom Solutions		$	113,077		$	111,105
	Package Solutions			33,383			24,098
	Inter-segment			(596	)		(670	)
		Total	$	145,864		$	134,533
Inter-segment revenues:
	Custom Solutions		$	(33	)	$	(60	)
	Package Solutions			(563	)		(610	)
		Total	$	(596	)	$	(670	)
Income (loss) from operations:
	Custom Solutions		$	8,397		$	7,786
	Package Solutions			138			225
	Corporate			(2,957	)		(4,974	)
		Total		5,578			3,037
	Amortization of intangibles			(3,025	)		(182	)
		Operating income	$	2,553		$	2,855

        As a result of the adoption of SFAS No. 142, effective January 1, 2002, intangible assets have been allocated to our segments. At March 31, 2002, intangible assets of $128.3 million and $41.2 million relate to our Custom Solutions and Package Solutions segments, respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition should be read in conjunction with our consolidated Financial Statements and Notes thereto. With the exception of historical matters and statements of current status, certain matters discussed below are forward-looking statements that involve substantial risks and uncertainties that could cause actual results to differ materially from targets or projected results. Without limiting the foregoing, the words "believes," "anticipates," "plans," "expects" and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially include, among others, growth through business combinations and internal expansion, the ability to attract and retain qualified consultants, dependence on significant relationships and the absence of long-term contracts, management of a rapidly changing business, project risks, competition, internet growth and usage, international expansion, potential fluctuations in quarterly operating results, and price volatility. Many of these factors are beyond our ability to predict or control. Please refer to a discussion of these factors in our Annual Report on Form 10-K for the year ended December 31, 2001 under the caption "Factors That May Affect Future Results." We disclaim any intent or obligation to publicly update such forward-looking statements, whether as a result of new information, future events or otherwise. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance.

Three Months Ended March 31, 2002 as Compared to Three Months Ended March 31, 2001

        Total revenues for the three months ended March 31, 2002 decreased 8% to $134.5 million from $145.9 million for the quarter ended March 31, 2001. Consulting service revenues decreased 8% and other revenues, primarily sales of computer hardware products, decreased to $6.8 million for the three months ended March 31, 2002 from $7.0 million for the same quarter last year. The decrease in revenues is primarily attributable to a decrease in billable headcount, a small decrease in average billing rates, and lower utilization in our Package Solutions segment. Total revenues for the first quarter of 2002 decreased 7% from the fourth quarter of 2001.

        The gross margin percentage on consulting services decreased to 27.3% of revenues for the three months ended March 31, 2002 from 30.4% of revenues for the same quarter of last year. Custom Solutions gross margin on consulting services declined to 27.8% for the quarter ended March 31, 2002 from 28.9% in 2001. Package Solutions consulting gross margin declined to 24.1% for the quarter ended March 31, 2002 from 35.4% in 2001. In the case of our Custom Solutions segment, this decrease is due to a slight decrease in utilization. In our Package Solutions segment, the decrease in gross margin percentage is a function primarily of lower utilization and also slightly lower billing rates. Gross margin percentage on other revenues increased to 47.4% for the quarter ended March 31, 2002 from 35.4% in 2001 primarily due to an increase in hardware/software commission revenue during the quarter ended March 31, 2002.

        Selling, general and administrative expenses ("SG&A") decreased to $35.1 million for the quarter ended March 31, 2002 from $39.2 million for the same period last year, as we have made efforts to better align our SG&A costs with our current revenue levels. As a percentage of sales, SG&A decreased to 26.1% for the quarter ended March 31, 2002 from 26.9% in 2001.

        Income from operations before amortization and other charges (which is how we internally measure our operations) decreased to $3.0 million for the quarter ended March 31, 2002 from $5.6 million for the same quarter of last year. This decrease is primarily due to decreased profitability in our Custom Solutions segment.

        Amortization of intangible assets decreased to $182,000 for the three months ended March 31, 2002 from $3.0 million for the same quarter last year. Due to the adoption of SFAS No. 142 on January 1, 2002, we no longer amortize goodwill.

        Net other income (expense), including interest income, interest expense and other income, decreased to ($180,000) for the three months ended March 31, 2002 from $135,000 for the same quarter last year. Fluctuations in interest income and expense are based on average balances invested or borrowed under our line of credit during the period. Since we borrowed under our line of credit in October 2001 to complete an acquisition, interest expense has increased and interest income has decreased.

        Our effective tax rate was 39.9% for the three months ended March 31, 2002 as compared to 41.8% for the same period of last year. Our effective tax rate has decreased in 2002 from prior years, as we no longer amortize goodwill (including goodwill that is not deductible for income tax purposes) due to the adoption of SFAS No. 142.

        Our net income remained consistent at $1.6 million for the three month periods ended March 31, 2002 and 2001.

Liquidity and Capital Resources

        At March 31, 2002, CIBER had $106.3 million of working capital and had a current ratio of 3.4:1. We believe that our cash and cash equivalents, our operating cash flow and our available line of credit will be sufficient to finance our working capital needs through at least the next year. There were outstanding borrowings of $16.2 million under our long-term revolving line of credit at March 31, 2002. This credit facility expires September 30, 2004.

        Net cash provided by (used in) operating activities was $2.3 million and ($1.4 million) for the three months ended March 31, 2002 and 2001, respectively, which is primarily reflective of the reduction in accounts receivable as a result of improved collection efforts during the three months ended March 31, 2002. CIBER's accounts receivable totaled $126.7 million at March 31, 2002 compared to $135.3 million at December 31, 2001. Accounts receivable days sales outstanding ("DSO") was 86 days at March 31, 2002 as compared to 82 days at December 31, 2002.

        Net cash used in investing activities was $3.0 million and $9.0 million during the three months ended March 31, 2002 and 2001, respectively. CIBER used cash of $1.3 million and $7.3 million during the three months ended March 31, 2002 and 2001, respectively, for acquisitions. Cash paid for acquisitions in 2002 relates to additional payments for previous year acquisitions. We purchased property and equipment of $655,000 and $1.8 million during the three months ended March 31, 2002 and 2001, respectively. Purchases of property and equipment have decreased because of the significant number of assets acquired through recent acquisitions, and our effort to reduce spending in this area.

        Net cash used in financing activities was $452,000 and $3.1 million during the three months ended March 31, 2002 and 2001, respectively. We obtained net cash proceeds from sales of common stock to employees (including the exercise of stock options) of $2.1 million and $1.6 million during the three months ended March 31, 2002 and 2001, respectively. We purchased treasury stock for $100,000 and $4.7 million during the three months ended March 31, 2002 and 2001, respectively. During the three months ended March 31, 2002, we reduced the outstanding borrowings under our line of credit by $2.4 million.

        We have a reducing revolving bank line of credit. The maximum available borrowing was $35 million at March 31, 2002. This Loan and Security Agreement was amended on May 6, 2002 to increase the maximum available borrowing to $60 million. Under the Amended Loan and Security Agreement, the maximum available borrowing under this line of credit is automatically reduced to $52.5 million on September 30, 2002 and at the end of each subsequent calendar quarter, the maximum available borrowing is further reduced by $2.5 million. The line of credit expires September 30, 2004. Borrowings bear interest based on the bank's prime rate and ranges from prime minus 0.20% to prime less 0.70%, depending on our ratio of indebtedness to earnings before interest, taxes, depreciation and amortization. At March 31, 2002, the bank's prime rate was 4.75% and our rate on borrowing was 4.30%. We are also required to pay a fee of 0.125% per annum on the unused portion of the line of credit. The line of credit is secured by substantially all of our assets. The terms of the credit agreement contain, among other provisions, certain financial covenants including minimum interest coverage and minimum tangible net worth, as well as specific limitations on additional indebtedness, liens and merger activity and prohibits the payment of any dividends.

        On April 30, 2002, we acquired substantially all of the assets and certain liabilities of Decision Consultants, Inc. ("DCI"). The total consideration paid was approximately $50.2 million, consisting of $40 million in cash, 1,104,972 shares of CIBER common stock valued at $8.7 million and a $1.5 million unsecured promissory note. We used a combination of cash on hand and borrowings under our line of credit for the cash consideration. The $1.5 million unsecured Subordinated Promissory Note payable to DCI accrues interest at 13.5% per annum, and is due in full on January 1, 2003. Following the acquisition, we paid off DCI's existing bank indebtness of approximately $12 million, using proceeds from our line of credit.

        On April 29, 2002, we entered into Stock Purchase Agreements to sell 2,459,016 shares of CIBER common stock at $6.10 per share, in a private placement offering. These agreements were entered into with qualified institutional buyers in transactions exempt from regulations pursuant to the exemptions provided in section 4 (2) and Regulation D of the Securities Act. We received aggregate proceeds of approximately $14.1 million, net of expenses, which was used to fund a portion of the purchase price of the DCI acquisition.

Critical Accounting Policies and Estimates and Factors that may Affect Future Performance

        Please refer to our Annual Report on Form 10-K for the year ended December 31, 2001 for a discussion of our Critical Accounting Policies and Estimates and Factors that may Affect Future Results.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risks were reported in our Annual report on Form 10-K for the year ended December 31, 2001. There have been no material changes in these risks since the end of the year.

PART II—OTHER INFORMATION

ITEM 1.	Legal Proceedings
	None
ITEM 2.	Changes in Securities and Use of Proceeds
	Pursuant to the terms of the Stock Purchase Agreement dated April 29, 2002, CIBER, Inc. sold 2,459,016 shares of common stock for total gross proceeds of $15.0 million, to various qualified institutional investors including Safeco Asset Management Co., Putnam Investment Management, RH Capital Associates and Dreyfus Premier Micro Cap Growth Fund. The purchase price of each share was $6.10. The proceeds, net of related expenses, were used to fund a portion of the purchase price of the DCI acquisition. This issuance of common stock was made in reliance on the exemption from registration provided by Rule 506 under section 4 (2) of the Securities Act.
ITEM 3.	Defaults Upon Senior Securities
	Not applicable
ITEM 4.	Submission of Matters to a Vote of Security Holders
	None
ITEM 5.	Other Information—Acquisition of Assets
	On April 30, 2002, we acquired substantially all of the assets and certain liabilities of Decision Consultants, Inc. ("DCI"). The total consideration paid was approximately $50.2 million, consisting of $40.0 million in cash, 1,104,972 shares of CIBER common stock valued at $8.7 million and a $1.5 million unsecured promissory note. We used a combination of cash on hand and borrowings under our line of credit for the cash consideration. The $1.5 million Unsecured Subordinated Promissory Note payable to DCI accrues interest at 13.5% per annum and is due in full on January 1, 2003. The value of the CIBER shares issued was based on the average closing price of the CIBER stock over the two-day period before and after April 8, 2002, the date the acquisition was announced. No financial statements or pro forma financial information is required related to this acquisition.
ITEM 6.	Exhibits and Reports on Form 8-K
	Exhibit 2.1	Asset Purchase Agreement, dated April 30, 2002, by and Among CIBER, Inc., Decision Consultants, Inc., KRT System, L.P. and John A. Krasula, Sole Trustee of the John A. Krasula Living Trust, dated April 1, 1988. The exhibits and schedules to the Agreement, which are listed in the Agreement, have been omitted. CIBER agrees to supplementally furnish to the Commission a copy of any such exhibit or schedule upon request.
	Exhibit 10.1	Promissory note between CIBER, Inc. and Mac J. Slingerlend dated January 2, 2002.
	Exhibit 10.2	Third Amendment to Loan and Security Agreement with Wells Fargo Bank, N.A. dated May 6, 2002. The exhibits to the Loan and Security Agreement, which are listed in the agreement, have been omitted. CIBER agrees to supplementally furnish to the Commission a copy of any such exhibit or schedule upon request.
	Exhibit 10.3	Form of Stock Purchase Agreement between CIBER, Inc. and various investors, executed on April 29, 2002. The exhibits and schedules to the Agreement, which are listed in the Agreement, have been omitted. CIBER agrees to supplementally furnish to the Commission a copy of any such exhibit or schedule upon request.
	Exhibit 99.1	CIBER News Release dated May 6, 2002 announcing "CIBER Closes DCI Acquisition."
	No reports on Form 8-K were filed during the quarter ended March 31, 2002.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.

	CIBER, INC. (Registrant)
Date May 9, 2002	By	/s/ Mac J. Slingerlend
	Mac J. Slingerlend Chief Executive Officer, President and Secretary
Date May 9, 2002	By	/s/ David G. Durham
	David G. Durham Chief Financial Officer, Senior Vice President and Treasurer

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CIBER, Inc. Form 10-Q Table of Contents
CIBER, Inc. and Subsidiaries Consolidated Statements of Operations (Unaudited)
CIBER, Inc. and Subsidiaries Consolidated Balance Sheets (Unaudited)
CIBER, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited)
CIBER, Inc. and Subsidiaries Consolidated Statement of Shareholders' Equity (Unaudited)
CIBER, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)
CIBER, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Unaudited)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II—OTHER INFORMATION
SIGNATURES

EX-2.1

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Exhibit 2.1

ASSET PURCHASE AGREEMENT

BY AND AMONG

CIBER, INC.,

DECISION CONSULTANTS, INC.,

KTR SYSTEM, L.P.

AND

JOHN A. KRASULA,

SOLE TRUSTEE OF THE JOHN A. KRASULA

LIVING TRUST DATED APRIL 1, 1988

APRIL 30, 2002

TABLE OF CONTENTS

			Page
ARTICLE I Definitions			1
	1.1	Definitions	1
ARTICLE II PURCHASE AND SALE OF ASSETS			4
	2.1	Purchase and Sale of Assets	4
	2.2	Assumption of Obligations and Liabilities	6
	2.3	Consideration	6
	2.4	Additional Consideration	7
	2.5	Allocation of Purchase Price	8
	2.6	Revenues	8
	2.7	Closing	8
	2.8	Closing Deliveries	8
	2.9	HSR Filings	8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDER			9
	3.1	Organization	9
	3.2	Capitalization	9
	3.3	Authority Relative to This Agreement; Non-Contravention	10
	3.4	Financial Statements	11
	3.5	Absence of Certain Changes	11
	3.6	Litigation	12
	3.7	Broker's or Finder's Fees	12
	3.8	Subsidiaries	12
	3.9	Absence of Changes in Benefit Plans	12
	3.10	Compliance with Laws	12
	3.11	Environmental Matters	12
	3.12	Contracts; Debt Instruments	13
	3.13	Properties	14
	3.14	Intellectual Property	14
	3.15	Labor Matters	16
	3.16	Certain Employee Matters	16
	3.17	Insurance	17
	3.18	Taxes	17
	3.19	ERISA; Plans	18
	3.20	Business Relations	20
	3.21	Agents	20
	3.22	Bank Accounts	20
	3.23	Collectibility of Receivables	20
	3.24	Taxation Method	20
	3.25	Net Worth	20
	3.26	Delivery of Prospectus	20
	3.27	Projections	20

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CIBER			20
	4.1	Organization	20
	4.2	Capitalization	21
	4.3	Authority Relative to This Agreement; Non-Contravention	21
	4.4	Broker's or Finder's Fees	22
	4.5	SEC Reports and Financial Statements	22
	4.6	Absence of Certain Changes	22
	4.7	Litigation	22
ARTICLE V REPRESENTATIONS OF THE SHAREHOLDER			23
	5.1	Security Representations and Agreements of Seller and the Shareholder	23
ARTICLE VI COVENANTS AND OTHER AGREEMENTS			24
	6.1	Conduct of Business by Seller.	24
	6.2	Confidentiality	26
	6.3	Employment Agreement	26
	6.4	Employee Issues	26
	6.5	No Solicitation	27
	6.6	Sale of Seller Shares; Dissenters' Rights	28
	6.7	Satisfaction of Conditions	28
	6.8	Indemnification	28
	6.9	Indemnification Procedures	29
	6.10	Liquidation; Corporate Name	30
	6.11	Benefit Plans	30
	6.12	Books and Records	31
	6.13	Consents	31
	6.14	Powers of Attorney	32
	6.15	Certain Payables and Receivables	32
	6.16	Periodic Reporting	32
	6.17	Guarantee of Receivables	32
	6.18	Bulk Sales Law	33
	6.19	Subcontracts	33
	6.20	Tampa Lease	33
	6.21	Delivery of Certificates Representing Shares	33
ARTICLE VII CONDITIONS			33
	7.1	Conditions to the Obligations of Each Party	33
	7.2	Additional Conditions to the Obligations of Seller and the Shareholder	33
	7.3	Additional Conditions to the Obligations of CIBER	34
ARTICLE VIII TERMINATION			35
	8.1	Termination.	35
	8.2	Effect of Termination.	35
	8.3	Waiver	36

ARTICLE IX GENERAL PROVISIONS			36
	9.1	Interpretation; Governing Law	36
	9.2	Sales Taxes	36
	9.3	Binding Effect; Assignment	36
	9.4	Notices	36
	9.5	Severability	37
	9.6	Third-Party Beneficiaries	37
	9.7	Further Assurances	38
	9.8	Entire Agreement; Modifications	38
	9.9	Headings	38
	9.10	Counterparts	38
	9.11	Expenses	38
	9.12	Attorneys' Fees; Prevailing Party	38
	9.13	Arbitration	38

LIST OF EXHIBITS AND SCHEDULES

Exhibit A	—	Form of CIBER Unsecured Subordinated Promissory Note
Exhibit B	—	General Assignment, Bill of Sale and Assumption Agreement
Exhibit C	—	Form of Krasula Employment Agreement
Exhibit D	—	Form of Plan Representation Letter
Exhibit E	—	Form of Employee Confidentiality and Non-Solicitation Agreement
Exhibit F	—	Form of Opinion of CIBER's Counsel
Exhibit G	—	Form of Opinion of Seller's Counsel
Exhibit H	—	Form of Subordination Agreement with Wells Fargo
Schedule 1.1	—	Permitted Liens
Schedule 2.1(a)	—	Material Contracts and Contracts Requiring Consent
Schedule 2.1(b)	—	Excluded Assets
Schedule 2.4	—	Variance from GAAP; Exclusions from Net Worth Calculation
Schedule 2.5	—	Purchase Price Allocations
Schedule 3.1	—	State Qualifications; Good Standing
Schedule 3.2(b)	—	Outstanding Securities
Schedule 3.2(d)	—	Ownership
Schedule 3.3	—	List of Conflicts; Consents
Schedule 3.4	—	Seller Financial Statements
Schedule 3.5	—	Absence of Certain Changes
Schedule 3.6	—	Litigation
Schedule 3.8	—	Subsidiaries
Schedule 3.9	—	Absence of Changes in Benefit Plans
Schedule 3.10	—	Compliance
Schedule 3.12	—	Seller Contracts and Debt Instruments
Schedule 3.14(a)	—	Exceptions to Ownership or License of Intellectual Property
Schedule 3.14(b)	—	Infringement of Intellectual Property Rights
Schedule 3.14(c)	—	Intellectual Property Registrations; Licenses to Third Parties
Schedule 3.14(d)	—	Third Party Intellectual Property Licensed by Seller
Schedule 3.16(a)	—	Employee Confidentiality and Non-solicitation Agreement
Schedule 3.16(b)	—	Employee Billing and Pay Rates
Schedule 3.18	—	Tax Matters
Schedule 3.19	—	Pension Plan, Welfare Plans
Schedule 3.20	—	List of Customers and Suppliers
Schedule 3.21	—	Agents
Schedule 3.22	—	Bank Accounts
Schedule 3.23	—	Collectibility of Receivables
Schedule 4.2	—	CIBER Capitalization
Schedule 6.1	—	Conduct of Business
Schedule 6.4	—	Retained Employees
Schedule 6.13	—	Applicable Contracts
Schedule 6.15	—	Certain Payables and Receivables

ASSET PURCHASE AGREEMENT

        THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered on April 30, 2002 effective as of 11:59 p.m. MST on April 26, 2002 (the "Effective Date"), by and among CIBER, INC., a Delaware corporation ("CIBER"); DECISION CONSULTANTS, INC., a Michigan corporation ("DCI"); KTR System, L.P., a Texas limited partnership and wholly-owned subsidiary of DCI ("KTR" and together with DCI, the "Seller"); and JOHN A. KRASULA, SOLE TRUSTEE OF THE JOHN A. KRASULA LIVING TRUST DATED APRIL 1, 1988 the holder of substantially all of the outstanding capital stock of DCI (the "Shareholder").

RECITAL

        Subject to the terms and conditions contained in this Agreement, CIBER desires to acquire from Seller, and Seller desires to transfer to CIBER, substantially all of the assets of Seller in exchange for payment of the Initial Consideration (as defined below) and the assumption by CIBER of certain of Seller's Liabilities (as defined below).

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
Definitions

        1.1    Definitions.

        (a)  As used in this Agreement, the following terms shall have the meanings set forth below:

        "Billable Hours" means hours billed to Seller clients and customers on Seller's behalf reported on DCI's internal report entitled "Flash Report—Hours and Direct Costs." Included in such determination shall be hours reflected in such report as "Billable," "Holiday," and "Personal Time Off" as defined in such report.

        "CIBER Closing Stock Price" means the average of the daily closing prices of a share of CIBER Common Stock on the NYSE for the five (5) consecutive trading days beginning on March 26, 2002. The CIBER Closing Stock Price was determined in accordance with the foregoing to be $9.05.

        "CIBER Common Stock" means the common stock, par value $.01 per share of CIBER.

        "CIBER Material Adverse Effect" means effects that individually or in the aggregate have a material adverse effect on CIBER's business, financial condition, assets or operations.

        "CIBER SEC Reports" means all forms, reports, schedules, registration statements, definitive proxy statements, and other documents filed by CIBER with the SEC.

        "COBRA" means the Consolidated Omnibus Reconciliation Act of 1985, as amended.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "DCI India" means DCI India, LLC, a Michigan limited liability company.

        "Environmental Laws" means any statute, law, ordinance, regulation, rule, judgment, decree or order of any Governmental Entity relating to any matter of pollution, protection of the environment, environmental regulation or control regarding Hazardous Substances.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Full-Time Consultants" means the billable professional consultants, including employees and independent contractors accounted for on DCI's internal report entitled "Population Summary Report."

        "Governmental Entity" means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality, domestic or foreign.

        "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, codified as 15 U.S.C.A. § 18a.

        "Hazardous Substance" means any toxic or hazardous materials, wastes or substances, defined as, or included in the definition of, "hazardous wastes," "hazardous materials" or "toxic substances" under any Environmental Law, including, but not limited to, asbestos, buried contaminants, regulated chemicals, flammable explosives, radioactive materials, polychlorinated biphenyls, petroleum and petroleum products.

        "Indebtedness" means, with respect to any person, without duplication, (A) all obligations of such person for borrowed money or obligations with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily or periodically paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person and (J) all guarantees and arrangements having the economic effect of a guarantee of such person of any Indebtedness of any other person.

        "Intellectual Property" means all (a) patents and patent rights, (b) trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, trade dress, logos, and corporate names and registrations and applications for registration thereof, (c) copyrights and registrations and applications for registration thereof, (d) trade secrets and confidential information, including formulas, compositions, inventions (whether or not patentable), know-how, processes, techniques, research, designs, drawing specifications, plans, technical data and financial, marketing, and business information (including pricing information, business and marketing plans and customer and supplier lists and information), (e) other proprietary intellectual property rights, and (f) computer programs, software documentation, data, training manuals and related materials.

        "knowledge" means (i) with respect to an individual, such Person's actual knowledge of a particular fact or matter after reasonable investigation, (ii) with respect to the Shareholder, the knowledge of John A. Krasula of a particular fact or matter after reasonable investigation; (iii) with respect to Seller, the knowledge of Seller's Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any Vice President or any Managing Director, of a particular fact or matter after reasonable investigation; and (iv) with respect to CIBER, the knowledge of CIBER's Chief Executive Officer or Chief Financial Officer of a particular fact or matter after reasonable investigation.

        "Lien" means any mortgage, pledge, claim, lien, charge, encumbrance, security interest or defect in title of any kind or nature other than Permitted Liens.

        "Net Worth" means, with respect to a particular balance sheet, the difference between assets and liabilities, determined in accordance with generally accepted accounting principles consistently applied.

        "NYSE" means the New York Stock Exchange.

        "Pension Plan" means an "employee pension benefit plan" (as defined in Section 3(2) of ERISA).

        "Permitted Liens" means those Liens listed on Schedule 1.1.

        "Person" shall mean any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated association, trust, estate, Governmental Entity or other entity.

        "Prospectus" means the prospectus included in the Registration Statement.

        "Receivables" means the receivables comprised of the accounts receivable balance on the Final Effective Date Balance Sheet net of reserves reflected thereon (which reserves have been established in accordance with GAAP).

        "Registration Statement" means the registration statement on Form S-4, Registration No. 333-69031, effective January 5, 1999, filed by CIBER relating to the Shares to be issued hereunder and the Prospectus included therein.

        "Return" or "Returns" means all returns, declarations of estimated tax payments, reports, estimates, information returns and statements with respect to Taxes, including any related or supporting information with respect to any of the foregoing, filed or required to be filed with any Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

        "Rule 145" means Rule 145 promulgated by the SEC under the Securities Act.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Seller Material Adverse Effect" means effects that, individually or in the aggregate, cause loss or damage to Seller or the Assets of $75,000 or more.

        "Takeover Proposal" means any proposal or offer (whether or not in writing and whether or not delivered to the Shareholder of Seller generally) for a merger or other business combination involving Seller or to acquire in any manner, directly or indirectly, a material equity interest in, any voting securities of, or a substantial portion of the assets of Seller, other than the transactions contemplated by this Agreement.

        "Tax" or "Taxes" means all taxes, charges, fees, duties, levies or other assessments, however denominated, imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, which taxes shall include, without limiting the generality of the foregoing, income or profit, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, business license, user, transfer, fuel, environmental, excess profits, occupational, interest equalization, windfall profits, severance and employees' income withholding, workers' compensation, Pension Benefits Guaranty Corporation premiums, unemployment and Social Security taxes, and other obligations of the same or of a similar nature to any of the foregoing (all including any interest, penalties or additions to tax related thereto imposed by any Taxing Authority).

        "Taxing Authority" means any governmental or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

        "Welfare Plan" means an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA).

        (b)  Each of the following terms is defined in the Section set forth opposite such term:

TERM	SECTION
Additional Cash Consideration	2.4
Assets	2.1
Benefit Plans	3.19(a)
Closing	2.7
Closing Date	2.7
Commonly Controlled Entity	3.19(a)
Contracts	2.1(c)
Covered Taxes	3.18(a)
DCI Outstanding Securities	3.2(b)
DCI Outstanding Stock	3.2(a)(i)
DCI Stock	3.2(a)
December 31, 2001 Balance Sheet	3.4(ii)
Excluded Assets	2.1
Final Effective Date Balance Sheet	2.4(a)
Fixed-Fee Contract	3.12(e)
Indemnified Party	6.9
Indemnifying Party	6.9
Liabilities	2.2
Plan Representation Letter	6.4(c)
Properties	3.11(a)
Seller Pension Plan	3.19(e)
Shares	2.3

ARTICLE II
PURCHASE AND SALE OF ASSETS

        2.1    Purchase and Sale of Assets.    Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Seller agrees to sell, convey, assign, transfer and deliver to CIBER, and CIBER agrees to acquire and accept from Seller, all of Seller's right, title and interest in and to the assets and properties of Seller (other than the Excluded Assets), whether real, personal, tangible or intangible, free and clear of all Liens (other than Permitted Liens), such assets and properties being referred to herein as the "Assets," and including without limitation the following:

        (a)  Seller's right, title and interest in and to all parcels of real property owned in fee by Seller or in which Seller has a leasehold interest, and all buildings, structures and other improvements located thereon, and all rights-of-way and similar authorizations;

        (b)  Seller's right, title and interest in and to all of the tangible personal property owned or leased by Seller, including all inventory, furniture, fixtures, equipment and computers;

        (c)  Seller's right, title and interest in and to all contracts, options, leases (whether of realty or personalty), purchase orders, bids in process, commitments, licenses to use software, and other agreements (all of such contracts, agreements, options, leases or commitments are sometimes referred to herein collectively as the "Contracts"), including without limitation the items identified in Schedule 2.1(a) attached hereto (which schedule identifies separately each Contract that is material to Seller as defined in Schedule 2.1(a), including Contracts not terminable at will or with 30 days or less prior notice that require the consent of a third party in order to assign such contract to CIBER;

        (d)  Seller's right, title and interest in and to all client, client contact, customer and advertiser lists;

        (e)  All marketing files of Seller, identifying contacts, dates of most recent client contact and other information customarily contained therein;

        (f)    All recruiting files of Seller, identifying all active or potential recruiting prospects, applications, letters, technical reviews, references, resumes and other information customarily contained therein;

        (g)  All personnel files of Seller pertaining to any person now providing or who in the prior three years has provided services for Seller as a billable consultant or employee, together with any and all information customarily contained therein, including, but not limited to, W-2's, W-4's, I-9's, 1099's, employment agreements, personnel reviews, commission and/or bonus arrangements and salary history;

        (h)  Seller's right, title and interest in and to all Intellectual Property which is used or held for use in connection with the conduct of its business;

        (i)    All customer, trade and other accounts receivable due to Seller;

        (j)    All notes receivable, marketable securities and investments, and prepaid expenses;

        (k)  All cash on hand, in bank accounts or in transit and all deposits under lease, utility and other agreements to which Seller is or may become entitled;

        (l)    DCI's membership interests in DCI India, LLC and the certificates evidencing such interests, if any;

        (m)  Seller's stop loss insurance policies with Weyco PPO (PPOM) (Michigan Employees) (Excess Reimbursement Policy with HCC Life Insurance) and CIGNA POS/PPO (Non-Michigan Employees) with respect to Seller's medical plan;

        (n)  All books and records of Seller; and

        (o)  Seller's right, title and interest in and to the corporate and trade names "Decision Consultants, Inc." and "DCI India, LLC".

        Anything herein to the contrary notwithstanding, Seller shall retain and shall not sell or deliver to CIBER the following assets (together, the "Excluded Assets"):

        (i)    Seller's corporate minute books, stock record books, and related corporate documents that are not financial in nature;

        (ii)  any agreements with employees and independent contractors who do not become employees or independent contractors of CIBER at the Closing Date;

        (iii)  all rights of Seller with respect to the claims, refunds, causes of action, rights of recovery, rights of set-off and all other rights and assets of every kind and nature related to liabilities of Seller not assumed by CIBER hereunder;

        (iv)  all rights of Seller with respect to any agreements among Seller and its shareholders, directors, and officers;

        (v)  all option agreements or other agreements giving the holder thereof the right to acquire securities of Seller;

        (vi)  all monies to be received by Seller and the Shareholder and all other rights of Seller and the Shareholder under this Agreement, including any claim, refund, cause of action, or right of recovery Seller may have under Section 6.8 hereof, and the other agreements, documents, and instruments executed or delivered in connection with this Agreement;

        (vii) all insurance policies maintained by Seller with respect to Seller's business (other than the policy listed in Section 2.1(m));

        (viii)  assets constituting pension or other funds for the benefit of Seller's employees; and

        (ix)  all personal property identified as an Excluded Asset on Schedule 2.1(b).

        2.2    Assumption of Obligations and Liabilities.    Upon the terms and subject to the conditions set forth in this Agreement, at Closing, CIBER shall assume and undertake to timely discharge in full:

        (a)  All of the Indebtedness, obligations and liabilities of Seller under the Contracts arising with respect to periods after the Effective Date; provided that CIBER is not assuming and not undertaking (except as otherwise covered by this Section 2.2 or as otherwise expressly provided herein) to discharge any obligations or liabilities of Seller (including claims made against CIBER) under the Contracts arising out of the actions or performance (or absence thereof) of Seller prior to the Effective Date;

        (b)  All of the Indebtedness, obligations and liabilities of Seller disclosed on the March 31, 2002 Balance Sheet delivered to CIBER pursuant to Section 3.4, together with all other obligations and liabilities of Seller arising after such date in the ordinary course of business and reflected on the Final Effective Date Balance Sheet;

        (c)  All obligations, liabilities and claims in connection with or related to any existing self-insured medical plan, flexible benefits (Section 125) plan, sick time, vacation time, severance, stay bonus or other termination obligations, COBRA obligations or other employment related matters for Seller employees, but only to the extent that the Final Effective Date Balance Sheet reflects accruals or reserves for such items established in accordance with GAAP;

        (d)  Seller's contractual obligations for warranty/continuing service obligations arising out of actions or performance (or absence thereof) occurring during periods prior to the Effective Date as is customary in the ordinary course of Seller's business; and

        (e)  All obligations and liabilities arising with respect to periods after the Effective Date related to the ownership and operation of the Assets.

        All of the Indebtedness, obligations and liabilities in this Section 2.2 shall be referred to collectively herein as the "Liabilities." Other than the Liabilities, CIBER shall not assume or be bound by any obligations of Seller or the Shareholder of any kind or nature, contingent or otherwise, including, but not limited to, any Tax liability related to the Assets or the transfer of the Assets or any litigation or potential litigation disclosed on Schedule 3.6.

        2.3    Consideration.    The consideration (the "Initial Consideration") payable to Seller for the Assets shall be (i) $39,950,000 payable in cash (the "Cash Consideration"); (ii) $10,000,000 (the "Share Consideration") payable in that number of duly authorized, validly issued, fully paid and non-assessable shares of CIBER Common Stock that equals $10,000,000 divided by the CIBER Closing Stock Price (the "Shares"); and (iii) $1,500,000 payable in the form of an unsecured subordinated promissory note substantially in the form attached hereto as Exhibit A (the "Promissory Note"). All of the Shares to be delivered to DCI shall be represented by shares of CIBER Common Stock that have been registered under the Securities Act pursuant to the Registration Statement and listed for trading on the NYSE and shall be transferable only in accordance with Section 5.1(k) and subject to compliance with SEC Rule 145. All Shares delivered hereunder shall be appropriately adjusted to reflect any recapitalization, reorganization, reclassification, split-up, or stock dividend made, declared or effective with respect to the CIBER Common Stock between the date of this Agreement and the Closing. No fractional shares of CIBER Common Stock shall be issued to Seller hereunder. Any fractional share to which Seller would otherwise be entitled shall be rounded up to the nearest whole share.

        2.4    Additional Consideration.

        (a)    Net Worth Calculation.    The parties shall prepare and deliver to CIBER, by May 20, 2002, a balance sheet of Seller prepared consistent with Seller's standard month-end closing procedures and dated as of the Effective Date (the "Final Effective Date Balance Sheet"); provided that the Final Effective Date Balance Sheet shall not include the Excluded Assets nor any obligations or liabilities of Seller not being assumed by CIBER hereunder. The parties agree and acknowledge that the preparation of the Final Effective Date Balance Sheet will be completed by individuals designated jointly by Seller and CIBER some of whom may then be employed by CIBER. Except as set forth in Schedule 2.4, the Final Effective Date Balance Sheet shall fairly present the financial position of Seller as of the Effective Date in accordance with generally accepted accounting principles, and shall comply with the representations set forth in the last three sentences of Section 3.4. The "Additional Cash Consideration" shall be an amount equal to (i) $1,000,000 (the "Maximum Additional Cash Consideration") minus (ii) the Net Worth Deficiency. "Net Worth Deficiency" means the amount equal to $1,000,000 minus the amount of the Effective Date Net Worth. Accordingly, if the net worth of Seller (not including for purposes of such determination the items listed in Schedule 2.4, the Excluded Assets, or any obligations or liabilities of Seller not being assumed by CIBER hereunder) (the "Effective Date Net Worth") on the Final Effective Date Balance Sheet (or the Certified Balance Sheet, if applicable) (x) is less than $1,000,000, then the Maximum Additional Cash Consideration due and payable to Seller shall be reduced by the amount of the Net Worth Deficiency; or (y) is less than $0, then Seller shall be required to pay CIBER such deficiency in cash.

        (b)    Dispute Resolution.    If CIBER disagrees with the Final Effective Date Balance Sheet, CIBER may, within ten (10) business days after delivery of the Final Effective Date Balance Sheet by Seller, deliver a notice to Seller stating such disagreement. Any such notice of disagreement shall specify those items or amounts as to which CIBER disagrees. If such a notice of disagreement is delivered, the parties shall use their best efforts to reach agreement on the disputed items or amounts within five (5) business days. If within five (5) business days following delivery of the notice of disagreement, the parties have not reached agreement, either party may submit the matter to a nationally recognized accounting firm, other than one that regularly represents either party, for review and resolution, with instructions to complete the review as promptly as practicable and to prepare a balance sheet within thirty (30) days in accordance with the procedures set forth in the preceding paragraph (the "Certified Balance Sheet"). The Certified Balance Sheet prepared by such accounting firm shall be conclusive and binding on the parties hereto. The costs of such review by the accounting firm shall be borne by the non-prevailing party in any such disagreement. Upon delivery of the Certified Balance Sheet, the Net Worth Deficiency and the Additional Cash Consideration shall be recalculated in accordance with the preceding paragraph.

        (c)    Payment Date.    CIBER shall pay the Additional Cash Consideration in cash, without setoff, within fifteen (15) business days after delivery of the Final Effective Date Balance Sheet by Seller unless CIBER shall have delivered to Seller a notice (under the preceding paragraph) of CIBER's disagreement within such period. If CIBER shall have delivered such notice, then the Additional Consideration shall be paid to Seller within ten (10) business days after delivery of the Certified Balance Sheet. In the event that Seller is required to pay CIBER any deficiency under Section 2.4(a), then Seller shall pay such amount to CIBER within fifteen (15) business days after delivery of the Final Effective Date Balance Sheet or ten (10) business days after delivery of the Certified Balance Sheet, as applicable. All amounts due under this Section 2.4 which are not timely paid shall accrue interest at an annual rate of 8%. Any dispute arising out of a party's failure to pay an amount due under this Section 2.4 (and not out of a disagreement relating to the Final Effective Date Balance Sheet, which disagreements shall be resolved in accordance with Section 2.4(b)) shall be resolved in the manner provided in Section 9.13 hereof.

        2.5    Allocation of Purchase Price.    The parties agree that the purchase price paid pursuant to this Agreement shall be allocated among the Assets pursuant to Section 1060 of the Code, in accordance with Schedule 2.5 attached hereto to which CIBER and Seller have agreed. Seller and CIBER agree to report the federal, state and local income and other tax consequences of the transactions contemplated hereby, and in particular to report the information required by Section 1060(b) of the Code, in a manner consistent with the agreed upon allocation, and to file all other applicable tax returns and forms to reflect such purchase price allocation. Within 180 days following the Closing Date, CIBER and Seller shall have agreed as to the content of the IRS Form 8594 to be filed by each of them with their next income tax returns, and neither of them will take any position inconsistent therewith (except to correct any error) upon examination of any tax return, in any refund claim, in any litigation, investigation or otherwise.

        2.6    Revenues.    From and after the Closing Date, Seller shall promptly forward to CIBER all collections of any revenues derived from CIBER's performance after the Closing Date of information technology consulting or other services under any Contracts, including any thereof the assignment of which to CIBER shall not have been fully accomplished at Closing.

        2.7    Closing.    Subject to the provisions of Articles VII and VIII, the closing (the "Closing") of the purchase of the Assets and the assumption of the Liabilities hereunder shall take place at the offices of Brobeck, Phleger & Harrison LLP, 370 Interlocken Boulevard, Suite 500, Broomfield, Colorado 80021, on May     , 2002, or at such other date or time as CIBER and Seller may agree (the "Closing Date").

        2.8    Closing Deliveries.

        (a)  At the Closing, Seller and/or the Shareholder, as the case may be, shall deliver to CIBER:

        (i)    the General Assignment, Bill of Sale and Assumption Agreement substantially in the form of Exhibit B attached hereto; and

        (ii)  such assignments, consents, instruments and agreements as are required or contemplated herein, or as CIBER may reasonably require to effect the transactions contemplated hereby.

        (b)  At the Closing:

        (i)    CIBER shall deliver to DCI the Cash Consideration in immediately available funds, by check or by wire transfer to an account specified by Seller;

        (ii)  CIBER shall deliver to DCI a copy of the letter issued by CIBER to CIBER's transfer agent as of the Closing Date irrevocably directing the issuance of the Shares to DCI;

        (iii)  CIBER shall deliver the Promissory Note to DCI;

        (iv)  CIBER shall deliver to DCI the General Assignment, Bill of Sale and Assumption Agreement referred to in Section 2.8(a)(i); and

        (v)  CIBER shall deliver to Seller such assignments, consents, instruments and agreements as are required or contemplated herein.

        2.9    HSR Filings.    CIBER and Seller will as promptly as practicable prepare and file the applicable notices and forms required to be filed by them under the Hart-Scott-Rodino Act and comply promptly with any appropriate requests from the Federal Trade Commission, the United States Department of Justice or any other Governmental Entity for additional information and documentary material. The parties hereto will not take any action that will have the effect of delaying, impairing or impeding the termination of any waiting period or the receipt of any required approvals of a Government Entity. Without limiting the generality of the parties' undertakings pursuant to this Section 2.9, the parties shall use their reasonable best efforts to prevent the entry in a judicial or administrative proceeding brought under any antitrust law by any Governmental Entity or any other party of any permanent or preliminary injunction or other order that would make consummation of the transaction contemplated hereby unlawful under appropriate anti-trust laws or that would prevent or delay such consummation as a consequence of such laws. Each party hereto shall promptly inform the other of any material communication between such party and the Federal Trade Commission, the Department of Justice or any other Governmental Entity regarding any of the transactions contemplated hereby. If any party or any affiliate of such party receives a request for additional information or for documents or any material from any such Governmental Entity with respect to the transactions contemplated hereby, then such party shall endeavor in good faith to make or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. Further, no written materials shall be submitted by any party to the Federal Trade Commission, the Department of Justice or any other Governmental Antitrust Authority in connection with Hart-Scott-Rodino Act compliance nor shall any oral communications be initiated with such governmental entities by any party, without prior disclosure to and coordination with the other parties and its counsel. Each party hereto will cooperate in connection with reaching any understandings, undertakings or agreements (oral or written) involving the Federal Trade Commission, the Department of Justice or any other Governmental Entity in connection with the transactions contemplated hereby. The filing fee associated with the filings hereunder shall be borne by CIBER.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDER

        Seller and the Shareholder jointly and severally represent and warrant to CIBER and agree as follows:

        3.1    Organization.    DCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan and has the corporate power to own its property and to carry on its business as now being conducted. KTR is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas and has the power to own its property and to carry on its business as now being conducted. DCI India is a limited liability company, duly organized, validly existing and in good standing under the laws of Michigan and has the power to own its property and to carry on its business as now being conducted. Each of DCI, KTR and DCI India is duly qualified and/or licensed, as may be required, and in good standing in each of the jurisdictions in which the nature of the business conducted by it or the character of the property owned, leased or used by it makes such qualification and/or licensing necessary, except in such jurisdictions where the failure to be so qualified and/or licensed would not have a Seller Material Adverse Effect. Seller has delivered to CIBER complete and correct copies of the certificate of incorporation and bylaws or similar organizational or governing documents of DCI and DCI India, as amended to the date of this Agreement. Attached hereto as Schedule 3.1 is a complete list of those states in which each of DCI, KTR and DCI India is qualified and/or licensed to do business and an indication of whether Seller is qualified and/or licensed and in good standing in such states.

        3.2    Capitalization.

        (a)  At the date hereof:

        (i)    DCI's authorized capitalization consists of 14,010,000 shares of common stock (the "DCI Stock"), of which 9,639,300 shares are issued and outstanding (the "DCI Outstanding Stock");

        (ii)  DCI holds no DCI Stock in its treasury or otherwise; and

        (b)  Except as set forth on Schedule 3.2(b), there are not outstanding as of the date hereof (A) shares of stock or other voting securities of DCI, (B) securities of DCI convertible into or exchangeable for shares of stock or voting securities of DCI or (C) options or other rights to acquire from DCI, or other obligations of DCI to issue, any shares of stock, voting securities or securities convertible into or exchangeable for shares of stock or voting securities of DCI (the items in clauses (A), (B) and (C) being referred to collectively as the "DCI Outstanding Securities"). There are no outstanding obligations of Seller to repurchase, redeem or otherwise acquire any DCI Outstanding Securities, except in accordance with the terms of such DCI Outstanding Securities.

        (c)  All outstanding shares of DCI Stock have been and, at or prior to the Closing Date, will be duly authorized and validly issued, fully paid and non-assessable.

        (d)  The DCI Outstanding Stock and DCI Outstanding Securities are owned beneficially and of record by the persons and in the amount indicated on Schedule 3.2(d).

        (e)  DCI India's capitalization consists of 100 membership interests (the "Outstanding Units"), all of which are owned beneficially and of record by DCI. Other than the Outstanding Units, there are not outstanding as of the date hereof (A) units or other voting securities of DCI India, (B) securities of DCI India convertible into or exchangeable for units or voting securities of DCI India or (C) options or other rights to acquire from DCI India, or other obligations of DCI India to issue, any units, voting securities or securities convertible into or exchangeable for shares of units or voting securities of DCI India. There are no outstanding obligations of DCI or DCI India to repurchase, redeem or otherwise acquire any DCI India securities.

        3.3    Authority Relative to This Agreement; Non-Contravention.

        (a)  Seller has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated herein have been duly authorized by the directors and shareholders of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity.

        (b)  Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein nor compliance by Seller with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or bylaws of Seller, (ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien (other than any Permitted Lien) upon any of the Assets of Seller under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which Seller is a party or by which Seller or any of its properties or assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to Seller or any of its properties or assets, other than any such event described in items (ii) or (iii) which could not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect.

        (c)  Other than as contemplated in Section 2.9, no action by any Governmental Entity is necessary for Seller's execution and delivery of this Agreement or the consummation by Seller or the Shareholder of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a Seller Material Adverse Effect.

        (d)  Except for any action set forth on Schedule 3.3, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of Seller for or in connection with the execution and delivery of this Agreement or the consummation by Seller of the transactions contemplated on its part hereby.

        3.4    Financial Statements.    DCI has delivered to CIBER copies of the following financial statements which, except as disclosed on Schedule 3.4, have been prepared in accordance with generally accepted accounting principles consistently followed as of and for the periods indicated:

        (i)    the unaudited balance sheet of DCI dated as of March 31, 2002 (the "March 31, 2002 Balance Sheet") which balance sheet presents fairly the assets and liabilities of Seller as of such date;

        (ii)  the audited balance sheet of DCI dated as of December 31, 2001 (the "December 31, 2001 Balance Sheet") which balance sheet presents fairly the assets and liabilities of Seller as of such date;

        (iii)  the audited balance sheets of DCI as of December 31, 1998, 1999 and 2000, which balance sheets present fairly the assets and liabilities of Seller as of such dates; and

        (iv)  the audited statements of income and shareholders' equity of DCI for the years ended December 31, 1998, 1999, 2000, and 2001 and an unaudited statement of income for the three month period ended March 31, 2002, which statements present fairly the results of operations of Seller for the periods then ended.

Except as set forth in such financial statements or in Schedule 3.4, Seller has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on the balance sheets provided hereunder or in the notes thereto or which, individually or in the aggregate, could have a Seller Material Adverse Effect. Such financial statements present fairly the financial condition of Seller as of the indicated dates and the results of operations of Seller for the indicated periods are correct and complete in all respects and are consistent with the books and records of Seller. Such financial statements have accurate accruals of all employee benefit costs including, but not limited to, payroll, commissions, bonuses, severance, stay bonuses, self-insured medical plan claims, flexible spending accounts, retirement and profit sharing benefits, and vacation and personal time off accruals.

        3.5    Absence of Certain Changes.    Except as set forth in Schedule 3.5, (I) since December 31, 2001, (i) Seller has conducted its business only in the ordinary course, (ii) there has not been any change by Seller in accounting principles or methods except insofar as may be required by generally accepted accounting principles and (iii) there has not been (A) any granting by Seller to any officer or director of Seller of any increase in compensation, except in the ordinary course of business consistent with prior practice, (B) any granting by Seller to any officer of Seller of any increase in severance or termination pay, (C) any entry by Seller into any employment, severance or termination arrangement with any officer of Seller, (D) any right or option granted by Seller to any employee or the acceleration of the vesting or exercise of any such right or option or (E) any purchase, redemption or other acquisition of Seller's capital stock or any interest therein; and (II) since March 31, 2002, there has not been any Seller Material Adverse Effect.

        3.6    Litigation.    Except as set forth in Schedule 3.6, there is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation or review pending or, to the knowledge of Seller or the Shareholder, threatened, to which Seller is, or would be, a party or by which it is or would be affected (and Seller and the Shareholder are not aware of any basis for any such action, suit, or proceeding that has a reasonable likelihood of being brought) which, considered individually or in the aggregate, if determined adversely to Seller, is reasonably likely (i) to have a Seller Material Adverse Effect, (ii) to impair the ability of Seller to perform its obligations under this Agreement or (iii) to prevent the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Seller or the Shareholder having, or which, insofar as reasonably can be foreseen, in the future would have, any such effect. Except as set forth on Schedule 3.6, no product liability or tort claims have been made or, to Seller's and the Shareholder's knowledge, threatened against Seller relating to products sold or leased or services performed by Seller.

        3.7    Broker's or Finder's Fees.    Other than the fees payable to Thatcher Penn Group by Seller pursuant to an oral agreement which fees are payable by Seller, no agent, broker, person or firm acting on behalf of Seller or the Shareholder or under any of their authority is or will be entitled to any advisor's or broker's commission or finder's fee from CIBER, Seller or the Shareholder in connection with any of the transactions contemplated herein.

        3.8    Subsidiaries.    Except as set forth in Schedule 3.8, DCI does not own and will not own prior to Closing, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture or other entity.

        3.9    Absence of Changes in Benefit Plans.    Except as set forth in Schedule 3.9, since December 31, 2001, Seller has not adopted, or amended in any material respect, any Benefit Plan. Except as set forth in the financial statements described in Section 3.4 hereof or for those agreements and arrangements set forth on Schedule 3.9, and except for obligations existing as a matter of law, there exists no employment, consulting, severance, termination or indemnification agreements, arrangements or understandings between Seller and any current or former employee, officer or director of Seller who earns (or earned prior to termination) annual cash compensation in excess of $100,000. No Benefit Plan provides benefits to any person who is not a current or former employee, officer or director of Seller, except as required by Section 4980B(f) of the Code or comparable state law.

        3.10    Compliance with Laws.    Seller has not violated or failed to comply with any statute, law, ordinance, regulation, rule, judgment, decree or order of any Governmental Entity applicable to its business or operations, except for violations and failures to comply that are not, individually or in the aggregate, reasonably expected to result in a Seller Material Adverse Effect. Seller has not received any written communication during the past two fiscal years from a Governmental Entity that alleges that it is not in compliance with any applicable law. Except for expenditures to maintain routine business licenses and Taxes not yet due and payable, Seller is not required to make, and Seller has no reasonable expectation that it will be required to make, any expenditures to achieve or maintain compliance with applicable law. Except as set forth in Schedule 3.10, Seller is in material compliance with all immigration and other laws relating to the employment or retention of persons who are not citizens of the United States.

        3.11    Environmental Matters.

        (a)  Seller has not (x) to Seller's or the Shareholder's knowledge, placed or disposed of any Hazardous Substances on, under, from or at any of Seller's properties or any other properties presently or formerly owned or operated by Seller (the "Properties"), in violation of any applicable Environmental Laws, except for violations that could not, in all such cases, taken individually or in the aggregate, reasonably be expected to result in a Seller Material Adverse Effect, (y) any knowledge of the presence of any Hazardous Substances on, under or at any of the Properties or any other property but arising from the Properties, in violation of any applicable Environmental Laws, except for violations that could not, in all such cases taken individually or in the aggregate, reasonably be expected to result in a Seller Material Adverse Effect, or (z) received any written notice (A) during the preceding five fiscal years from a Governmental Entity that Seller is in violation of, or has failed to obtain any necessary permit or authorization under, any Environmental Laws, (B) of the institution or pendency of any suit, action, claim, proceeding or investigation by any Governmental Entity or any third party in connection with any such violation or in connection with a release or threatened release of hazardous substances at the Properties or any other properties for which Seller may be responsible, (C) requiring the response to or remediation of a release or threatened release of Hazardous Substances at or arising from any of the Properties or any other properties or (D) demanding payment by Seller for response to or remediation of a release or threatened release of Hazardous Substances at or arising from any of the Properties or any other properties.

        (b)  To the knowledge of Seller and the Shareholder, no Environmental Law imposes any obligation upon Seller arising out of or as a condition to any transaction contemplated by this Agreement, including, without limitation, any requirement to modify or to transfer any permit or license, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgment or covenant in any land records, or the modification of or provision of notice under any agreement, consent order or consent decree. No Lien has been placed upon any of Seller's owned or leased properties under any Environmental Law.

        3.12    Contracts; Debt Instruments.

        (a)  The Contracts constitute all of the contracts or agreements to which Seller is a party that are material to the business, properties, assets, condition (financial or otherwise) and results of operations of Seller. Each Contract is in full force and effect and is a legal, valid and binding agreement of Seller and, to the knowledge of Seller and the Shareholder, of each other party thereto, enforceable in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally and subject to general principles of equity. Except as set forth in Schedule 3.12, Seller is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that could not reasonably be expected (i) to result in a Seller Material Adverse Effect, (ii) to impair the ability of Seller to perform its obligations under this Agreement or (iii) to prevent the consummation of any of the transactions contemplated by this Agreement.

        (b)  Set forth in Schedule 3.12 is (i) a list of all loan or credit agreements, notes, bonds, indentures and other agreements and instruments pursuant to which any Indebtedness of Seller in an aggregate principal amount in excess of $50,000 is outstanding or may be incurred and (ii) the respective principal amounts currently outstanding thereunder. Except as set forth in Schedule 3.12, all Indebtedness of Seller was incurred in the ordinary course of business.

        (c)  Except as set forth in Schedule 3.12, Seller is not a party to or bound by any material written or oral (i) employment agreement or employment contract that is not terminable at will by Seller without cost to Seller, (ii) covenant not to compete restricting Seller, (iii) agreement, contract or other arrangement with (A) any Shareholder of Seller, (B) any affiliate of Seller or any affiliate of any Shareholder of Seller or (C) any officer, director or employee of Seller (other than employment agreements covered by clause (i) above); or (iv) bonus compensation plans or arrangements (whether or not included in an employment agreement or contract).

        (d)  Except as set forth in Schedule 3.12, Seller is not a party to or bound by any material written or oral mortgage, pledge, security agreement, deed of trust or other document granting a Lien (including, but not limited to, Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices) other than any Permitted Lien.

        (e)  Except as set forth on Schedule 3.12, Seller is not currently a party to any written or oral contract which obligates Seller to work on a fixed-fee or not-to-exceed fee basis regardless of the number of hours actually spent on the project by Seller employees (a "Fixed-Fee Contract"). The financial statements delivered pursuant to Section 3.4 reflect adequate reserves for anticipated losses on all Fixed-Fee Contracts. Seller recognizes revenue on Fixed-Fee Contracts on the percentage of completion method in accordance with GAAP.

        3.13    Properties.

        (a)  Seller has good and marketable title to, or valid leasehold interests or licenses in or to the Assets, except for such as are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business. The Assets, other than the Assets in which Seller has leasehold interests, are free and clear of all Liens (other than Permitted Liens). The tangible personal property used by Seller that has a value, in the case of each item, of $15,000 or more is in good operating condition and repair, ordinary wear and tear excepted, and all personal property leased by Seller is in the condition required of such property by the terms of the lease applicable thereto.

        (b)  Seller has complied in all material respects with the terms of all leases to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. Seller enjoys peaceful and undisturbed possession under all such leases. Seller owns no real property in fee.

        3.14    Intellectual Property.

        (a)  Except as set forth on Schedule 3.14(a) and except as to matters that would not result in a Seller Material Adverse Effect, Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the business of Seller as presently conducted. Each item of Intellectual Property owned or used by Seller immediately prior to the Closing hereunder will be owned or available for use by CIBER on identical terms and conditions immediately subsequent to the Closing Date hereunder except as to matters that would not result in a Seller Material Adverse Effect. Seller has taken all appropriate action to maintain and protect each item of Intellectual Property that it owns or uses, except where the failure to do so could not reasonably be expected to result in a Seller Material Adverse Effect.

        (b)  Except as set forth on Schedule 3.14(b), Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties; Seller (and its employees with responsibility for Intellectual Property matters) has not received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any third party); and, to the knowledge of Seller and the Shareholder (and employees with responsibility for Intellectual Property matters), no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller.

        (c)  Schedule 3.14(c) identifies each registration which has been issued to Seller with respect to any of its Intellectual Property, identifies each pending application for registration which Seller has made with respect to any of its Intellectual Property, and identifies each license, agreement, or other permission which Seller has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). Seller has delivered to CIBER correct and complete copies of all such registrations, applications, licenses, agreements, and permissions (as amended to date). Schedule 3.14(c) also identifies each trade name or unregistered trademark used by Seller in connection with its business. Except as set forth on Schedule 3.14(c), with respect to each item of Intellectual Property required to be identified in Schedule 3.14(c) and with respect to each item of copyrightable Intellectual Property (whether or not registration has been sought):

        (i)    Seller possesses all right, title, and interest in and to the item, free and clear of any lien, license, or other restriction (other than Permitted Liens);

        (ii)  the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

        (iii)  no action, suit proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of Seller and the Shareholder, threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and

        (iv)  Seller has never agreed to indemnify any person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.

        (d)  Schedule 3.14(d) identifies each item of Intellectual Property that any third party owns and that Seller uses pursuant to license, sublicense, agreement, or permission. Seller has delivered or made available to CIBER correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date). Except as set forth on Schedule 3.14(d), with respect to each item of Intellectual Property required to be identified in Schedule 3.14(d) :

        (i)    the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect;

        (ii)  the license, sublicense, agreement or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing Date;

        (iii)  Seller is not in breach or default of, and, to Seller's and the Shareholder's knowledge, no other party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder;

        (iv)  Seller has not repudiated, and to Seller's and the Shareholder's knowledge, no other party to the license, sublicense, agreement, or permission has repudiated any provision thereof;

        (v)  with respect to each sublicense, the representations and warranties set forth in subsections (i) through (iv) above are true and correct with respect to the underlying license;

        (vi)  to Seller's and the Shareholder's knowledge, the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

        (vii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending against Seller or, to the knowledge of Seller and the Shareholder, any other party, or is threatened against any party, which challenges the legality, validity, or enforceability of the underlying item of Intellectual Property;

        (viii)  Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission; and

        (ix)  no such licenses, agreements or permissions commit Seller to continued maintenance, support, improvement, upgrade or similar obligation of any of Seller's Intellectual Property which obligation cannot be terminated by Seller upon no greater than ninety (90) days' notice.

        3.15    Labor Matters.    There are no collective bargaining or other labor union agreements to which Seller is a party or by which it is bound. Since December 31, 2000, Seller has not been subject to any labor union organizing activity, or had any actual or, to Seller's or the Shareholder's knowledge, threatened employee strikes, work stoppages, slowdowns or lockouts.

        3.16    Certain Employee Matters.    

        (a)  Except as set forth on Schedule 3.16(a), all current and former (terminated within twelve (12) months prior to the date hereof) members of management (regional vice presidents and above), key personnel (including sales and recruiting) and consultants (whether employees or independent contractors) of Seller have executed and delivered to Seller (i) a confidential information agreement restricting such person's right to disclose confidential information of Seller and (ii) a non-solicitation and non-compete agreement restricting such person's or entity's right to compete with Seller or solicit employees, customers, clients and prospective customers and clients of Seller during the term of such person's or entity's engagement and for at least twelve (12) months thereafter and each such agreement contains a provision permitting assignment of the agreement by Seller. Except as set forth on Schedule 3.16(a), all such members of management, key personnel and consultants of Seller have been party to a "work-for-hire" arrangement or proprietary rights agreement with Seller pursuant to which either (i) in accordance with applicable federal and state law, Seller has been accorded full, effective, exclusive and original ownership of all tangible and intangible property thereby arising or (ii) there has been conveyed to Seller by appropriately executed instruments of assignment full, effective and exclusive ownership of all tangible and intangible property thereby arising. No employee, agent, consultant or contractor of Seller who has contributed to or participated in the conception and development of proprietary rights of Seller has asserted or threatened any claim against Seller in connection with such person's involvement in the conception and development of the proprietary rights of Seller and, to the knowledge of Seller and the Shareholder, no such person has a reasonable basis for any such claim.

        (b)  Schedule 3.16(b) identifies all employees, independent contractors and other personnel of Seller, their respective rates of pay at the date hereof and, with respect to all billing consultants (employees or independent contractors), the billing rate of each such consultant. Unless otherwise noted on Schedule 3.16(b), each of Seller's personnel identified on Schedule 3.16(b) is working full time and none of such personnel has expressly stated to the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any Vice President or any Managing Director of Seller that he or she intends to resign or cease working with the business of Seller as operated by CIBER after Closing. Except as identified on Schedule 3.16(b), Seller has not committed to increase in any manner the compensation of any of its personnel beyond the amount identified on Schedule 3.16(b).

        (c)  The "Population Summary Report" and the "Flash Report—Hours and Direct Costs", provided by Seller to CIBER, are complete and accurate in all material respects.

        3.17    Insurance.    All of the policies of fire, liability, product liability, worker's compensation, health and other forms of insurance in effect as of the Closing Date with respect to Seller's business are valid and outstanding policies and provide insurance coverage for the properties, assets and operations of Seller, of the kinds, in the amounts and against the risks (i) required to comply, in all material respects, with laws and (ii) as management of Seller deems to be adequate. No notice of cancellation or termination has been received with respect to any such policy. The activities and operations of Seller have been conducted in a manner so as to conform in all material respects to all applicable provisions of such insurance policies.

        3.18    Taxes.

        (a)  Except as set forth in Schedule 3.18, with respect to the operations of Seller prior to the date hereof (A) Seller has timely filed with the appropriate Taxing Authority all Returns required to be filed on or prior to the date hereof and each such Return was properly completed and correct in all material respects at the time of filing, and (B) all Taxes including Taxes, if any, for which no Returns are required to be filed (i) of Seller, (ii) for which Seller is or could otherwise be held liable, or (iii) which are or could otherwise become chargeable as an encumbrance upon any property or assets of Seller (the Taxes referred to in this Section being "Covered Taxes"), have been duly and timely paid, except for Taxes not yet due and payable that are disclosed in the financial statements referred to in Section 3.4 and except when the failure to file Returns or pay Taxes would not reasonably be expected to have a Seller Material Adverse Effect.

        (b)  Seller has delivered or made available to CIBER (A) complete and correct copies of all material Returns filed by Seller for taxable periods ending on or after December 31, 1997 and for all other taxable periods for which the applicable statute of limitations has not yet run and (B) complete and correct copies of all ruling requests, private letter rulings, revenue agent reports, information document requests and responses thereto, notices of proposed deficiencies, deficiency notices, applications for changes in method of accounting, protests, petitions, closing agreements, settlement agreements, and any similar documents submitted by, received by or agreed to by or on behalf of Seller and relating to any Covered Taxes. There are no ongoing audits or examinations of any Returns relating to Covered Taxes and Seller has not been notified, formally or informally, by any Taxing Authority that any such audit or examination is contemplated or pending.

        (c)  Except as set forth in Schedule 3.18 or as disclosed in the financial statements referred to in Section 3.4, no Liens for Taxes exist with respect to any of the assets or properties of Seller, other than for Taxes not yet due and payable.

        (d)  Except as set forth on Schedule 3.18, Seller is not a party to any agreement, contract, arrangement or plan that could result, individually or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code.

        (e)  Seller has withheld and paid over all Taxes required to have been withheld and paid over and complied with all material information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, independent contractor, creditor, member or other third party.

        (f)    Except as set forth in Schedule 3.18, there is no agreement or other document extending, or having the effect of extending, the period of assessment or collection of any Covered Taxes and no power of attorney with respect to any Covered Taxes has been executed or filed with the Internal Revenue Service or any other Taxing Authority.

        (g)  No items of income attributable to transactions occurring on or before the close of the last preceding taxable year of Seller will be required to be included in taxable income by Seller in a subsequent taxable year by reason of Seller reporting income on the installment sales method of accounting, the cash method of accounting, the completed contract method of accounting or the percentage of completion-capitalized cost method of accounting.

        (h)  Except as set forth in Schedule 3.18, no property of Seller is "tax-exempt use property" within the meaning of Section 168(h) of the Code.

        (i)    Except as set forth in Schedule 3.18, no claim has ever been made by any Taxing Authority in a jurisdiction where Seller does not file returns that it is or may be subject to taxation by that jurisdiction.

        (j)    Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Code.

        (k)  At all times from January 1, 1988 until the Closing, Seller has had in effect a valid election to be treated as an "S Corporation" (within the meaning of Section 1361(a) of the Code) for federal income tax purposes.

        3.19    ERISA; Plans.

        (a)  Schedule 3.19 contains a list and brief description of each Pension Plan, Welfare Plan and each other written plan, arrangement or policy relating to stock options, stock purchases, bonuses, compensation, deferred compensation, severance, fringe benefits or other employee benefits (other than the employment agreements listed on Schedule 3.12), in each case maintained or contributed to, or required to be maintained or contributed to, by Seller or any other person or entity that, together with Seller, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with Seller, a "Commonly Controlled Entity") for the benefit of any present or former officers, employees, agents, directors or independent contractors of Seller (all the foregoing being herein called "Benefit Plans"). Seller has delivered to CIBER true, complete and correct copies of (i) each Benefit Plan, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description (or similar document) for each Benefit Plan for which a summary plan description is required by applicable law or was otherwise provided to plan participants or beneficiaries, (4) each trust agreement and insurance or annuity contract relating to any Benefit Plan, and (5) any discrimination test conducted upon the Benefit Plans for each of the last three (3) fiscal years. To the knowledge of Seller, each such Form 5500 and each such summary plan description (or similar document) was and is as of the date hereof true, complete and correct in all material respects, except for those forms and descriptions that would not reasonably be expected to have a Seller Material Adverse Effect.

        (b)  Except as set forth on Schedule 3.19, each Benefit Plan has been administered in all material respects in accordance with its terms and in compliance in all material respects with the applicable provisions of ERISA and the Code and any other applicable laws. There are no investigations or termination proceedings by any governmental agency or other claims, suits or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan (except claims for benefits payable in the normal operation of the Benefit Plans) that would reasonably be expected to cause a Seller Material Adverse Effect.

        (c)  None of the Benefit Plans (i) constitutes a "multiemployer plan," as defined in Section 3(37) of ERISA or (ii) has been or is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code.

        (d)  All contributions to, and benefit payments from, the Benefit Plans required to be made in accordance with the terms of the Benefit Plans have been timely made or properly accrued for all periods ending prior to or as of the Closing Date. All such contributions to, and payments from, the Benefit Plans, except those payments to be made from any trust qualified under Section 501(c) of the Code, for any period ending before the Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected in financial statements of Seller referred to in Section 3.4.

        (e)  Each Benefit Plan that is a Pension Plan (a "Seller Pension Plan") that is intended to be a tax-qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Seller Pension Plan is qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked and, to the knowledge of Seller and the Shareholder, no circumstances exist that would adversely affect the tax-qualification of such Seller Pension Plan; and such Seller Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification. Seller has delivered to CIBER a copy of the most recent determination letter received with respect to each Seller Pension Plan for which such a letter has been issued; a copy of any pending application for a determination letter and a list of all Seller Pension Plan amendments as to which a favorable determination letter has not yet been received.

        (f)    (1) No "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves the assets of any Benefit Plan; (2) no prohibited transaction has occurred that could subject Seller, any of its employees or a trustee, administrator or other fiduciary of any trust created under any Benefit Plan to the tax or sanctions on prohibited transactions imposed by Section 4975 of the Code or Title I of ERISA; and (3) neither Seller nor any trustee, administrator or other fiduciary of any Benefit Plan nor any agent of any of the foregoing has engaged in any transaction or acted in any manner that could, or has failed to act so as to, subject Seller or any trustee, administrator or other fiduciary to liability for breach of fiduciary duty under ERISA other than for liabilities that would not reasonably be expected to have a Seller Material Adverse Effect.

        (g)  The list of Welfare Plans in Schedule 3.19 disclosed whether each Welfare Plan is (i) unfunded, (ii) funded through a "welfare benefit fund," as such term is defined in Section 419(e) of the Code, or other funding mechanism or (iii) insured. Each such Welfare Plan may be amended or terminated without Seller having a Seller Material Adverse Effect at any time after the Closing Date. Each Benefit Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code, complies in all material respects with the applicable requirements of Section 4980B(f) of the Code.

        (h)  No compensation payable by Seller to any of its employees, officers or directors under any existing contract, Benefit Plan, or other employment arrangement or understanding (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the Code. Except as set forth in Schedule 3.19, Seller does not maintain and has not entered into any employee benefit plan or other document, plan or agreement (including any employment, severance or termination agreements) which would cause an increase in the amount of any compensation due or acceleration of benefits (except with respect to the termination of the 401(k) Plan in accordance with Section 6.11(a) of this Agreement) or benefit entitlements to employees or former employees of Seller or their respective beneficiaries as a result of the transaction contemplated by this Agreement, or other provisions which would cause an increase in liability of CIBER as a result of the contemplated transactions by this Agreement or any related action thereafter, including without limitation, excess parachute payments or prohibited transactions (as defined in ERISA Section 406 or Code Section 4975), or breach of fiduciary responsibility within the meaning of ERISA Section 502(l) or otherwise violate Part 4 of Subtitle B of Title I of ERISA.

        3.20    Business Relations.    Attached hereto as Schedule 3.20 is a list of all material customers and suppliers of Seller as of December 31, 2001. Except as set forth on Schedule 3.20, neither Seller nor the Shareholder have received from any customer or supplier of Seller notice that such customer or supplier intends to change its business relationship with Seller in any material respect after consummation of the transactions contemplated by this Agreement.

        3.21    Agents.    Except as set forth in Schedule 3.21, neither Seller nor any Shareholder has designated or appointed any person or other entity to act for it or on its behalf pursuant to any power of attorney or to act or deal in connection therewith.

        3.22    Bank Accounts.    Attached hereto as Schedule 3.22 is a list of all banks or other financial institutions with which Seller has an account or maintains a safe deposit box, showing the type and account number of each such account and safe deposit box and the names of the persons authorized as signatories thereon or to act or deal in connection therewith.

        3.23    Collectibility of Receivables.    Except as disclosed on Schedule 3.23, all Receivables that comprise the accounts receivable balance on the Final Effective Date Balance Sheet are collectible (net of reserves) in the ordinary course of business which for Seller is 180 days.

        3.24    Taxation Method.    Since inception, Seller has been, and at Closing will be, a cash basis taxpayer.

        3.25    Net Worth.    The Assets being purchased and the Liabilities being assumed by CIBER hereunder as of the Effective Date had and at the Closing will have a positive net worth, determined in accordance with generally accepted accounting principles consistently followed.

        3.26    Delivery of Prospectus.    Seller has received CIBER's Prospectus relating to the Shares to be issued hereunder and delivered a copy of such Prospectus to the Shareholder at least 20 business days prior to the Closing Date and the date on which the Shareholder voted on the transactions contemplated in this Agreement.

        3.27    Projections.    With respect to projections and other forward-looking statements made by Seller to CIBER, Seller only represents and warrants that such projections and forward-looking statements represent management's good faith estimates of the future performance of Seller's business based on assumptions which are set forth therein and which management in good faith believes were reasonable when made and continue to believe to be reasonable as of the date hereof; provided, that such projections are not guarantees of the future performance of Seller's business for such periods and the actual results of operations of Seller's business for such periods may differ materially from the results of operations so projected.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF CIBER

        CIBER represents and warrants to Seller and the Shareholder and agrees as follows:

        4.1    Organization.    CIBER is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. CIBER has the corporate power to own its property and to carry on its business as now being conducted. CIBER is duly qualified and/or licensed, as may be required, and in good standing in each of the jurisdictions in which the nature of the business conducted by it or the character of the property owned, leased or used by it makes such qualification and/or licensing necessary, except in such jurisdictions where the failure to be so qualified and/or licensed would not individually or in the aggregate have a CIBER Material Adverse Effect.

        4.2    Capitalization.

        At April 25, 2002:

        (a)  CIBER's authorized capital stock consisted of (i) 100,000,000 shares of CIBER Common Stock, of which 60,979,503 shares were issued and outstanding and (ii) 5,000,000 shares of preferred stock, par value $.01 per share, no shares of which were issued and outstanding;

        (b)  there were outstanding stock options to purchase an aggregate of approximately 6,499,517 shares of CIBER Common Stock.

        (c)  When issued to Seller in accordance with this Agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable free and clear of all liens and encumbrances.

        (d)  Other than as disclosed in Schedule 4.2, there has been no material change to CIBER's capitalization.

        4.3    Authority Relative to This Agreement; Non-Contravention.

        (a)  CIBER has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement by CIBER, the performance by CIBER of its obligations hereunder and the consummation by CIBER of the transactions contemplated herein have been duly authorized by the board of directors of CIBER, and no other corporate proceedings on the part of CIBER are necessary to authorize the execution and delivery of this Agreement, the performance by CIBER of its respective obligations hereunder and the consummation by CIBER of the transactions contemplated hereby. This Agreement has been duly executed and delivered by CIBER and constitutes a valid and binding obligation of CIBER, enforceable against it in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws affecting the rights of creditors generally or by general principles of equity.

        (b)  Neither the execution and delivery of this Agreement by CIBER nor the consummation by CIBER of the transactions contemplated herein nor compliance by CIBER with any of the provisions hereof will (i) conflict with or result in any breach of the certificate of incorporation or by-laws of CIBER, (ii) result in a violation or breach of any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of CIBER, under, or result in the loss of a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which CIBER is a party or by which CIBER or any of its properties or assets may be bound, or any permit, concession, franchise or license applicable to it or its properties or assets or (iii) subject to compliance with the statutes and regulations referred to in subsection (c) below, conflict with or violate any judgment, ruling, order, writ, injunction, decree, law, statute, rule or regulation applicable to CIBER or any of its properties or assets, other than any such event described in items (ii) or (iii) that would not reasonably be expected (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a CIBER Material Adverse Effect.

        (c)  Other than as contemplated in Section 2.9, no action by any Governmental Entity is necessary for CIBER's execution and delivery of this Agreement or the consummation by CIBER of the transactions contemplated hereby, except where the failure to obtain or take such action would not reasonably be expected (i) to prevent the consummation of the transactions contemplated hereby or (ii) to have a CIBER Material Adverse Effect.

        (d)  Except for any action contemplated by Section 2.9, no consents, approvals, orders, registrations, declarations, filings or authorizations are required on the part of CIBER for or in connection with the execution and delivery of this Agreement or the consummation by CIBER of the transactions contemplated hereby.

        4.4    Broker's or Finder's Fees.    There is no investment banker, broker, finder or other intermediary which has been retained by or authorized to act on behalf of CIBER who might be entitled to any fee or commission from Seller or the Shareholder in connection with the transactions contemplated by this Agreement.

        4.5    SEC Reports and Financial Statements.    Since December 31, 2000, CIBER has filed all forms, reports and other documents required to be filed by CIBER with the SEC. As of their respective dates, the CIBER SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to such CIBER SEC Reports and, except to the extent that information contained in any CIBER SEC Report has been revised or superseded by a later CIBER SEC Report filed and publicly available prior to the date of this Agreement, none of the CIBER SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CIBER included in the CIBER SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position of CIBER and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the CIBER SEC Reports, neither CIBER nor any of the CIBER Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of CIBER and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a CIBER Material Adverse Effect. None of the CIBER Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Sections 12 or 15 of the Exchange Act.

        4.6    Absence of Certain Changes.    Except as set forth in the CIBER SEC Reports filed with the SEC prior to the date hereof, since December 31, 2001 there has not been any CIBER Material Adverse Effect.

        4.7    Litigation.    Except as set forth in the CIBER SEC Reports, there is no suit, action or legal, administrative, arbitration or other proceeding or governmental investigation or review pending or, to the knowledge of CIBER, threatened, to which CIBER is, or would be, a party or by which it is or would be affected (and CIBER is not aware of any basis for any such action, suit or proceeding that has a reasonable likelihood of being brought) which, considered individually or in the aggregate, if determined adversely to CIBER, is reasonably likely (i) to have a CIBER Material Adverse Effect, (ii) to impair the ability of CIBER to perform its obligations under this Agreement or (iii) to prevent the consummation of any of the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against CIBER having, or which, insofar as reasonably can be foreseen, in the future would have, any such effect.

ARTICLE V
REPRESENTATIONS OF THE SHAREHOLDER

        5.1    Security Representations and Agreements of Seller and the Shareholder.    In order to induce CIBER to issue the Shares to Seller pursuant to Article II hereof, the Shareholder hereby represents and warrants to CIBER and agrees as follows:

        (a)  the Shareholder has received and carefully reviewed the CIBER SEC Reports, including, but not limited to, the Registration Statement (and the Prospectus included therein), and except for the CIBER SEC Reports and this Agreement and related documents, the Shareholder has not been furnished with any materials or literature relating to the offer and sale of CIBER Common Stock;

        (b)  the Shareholder has received CIBER's Prospectus relating to the Shares to be issued hereunder at least twenty (20) business days prior to the Closing Date and the date on which such Shareholder voted on the transactions contemplated in this Agreement;

        (c)  the Shareholder has had a reasonable opportunity to ask questions of and receive answers from CIBER concerning CIBER and all such questions have been answered to the full satisfaction of the Shareholder; the Shareholder has received all the information he or she considers necessary or appropriate for deciding whether to enter this Agreement and acquire the CIBER Common Stock;

        (d)  the Shareholder has such knowledge and expertise in financial and business matters that the Shareholder is capable of evaluating the merits and risks involved in an investment in the CIBER Common Stock and has been advised by an independent financial advisor capable of such evaluation;

        (e)  except as set forth in this Agreement, no representations or warranties have been made to the Shareholder by CIBER, or any agent, employee or affiliate of CIBER; and in entering into this transaction the Shareholder is not relying upon any information other than that contained in the CIBER SEC Reports, this Agreement and the results of independent investigations, if any, by the Shareholder;

        (f)    the Shareholder has been advised that as of the date this Agreement is submitted to a vote of the shareholders of Seller he may be deemed an "affiliate" of Seller, as that term is defined for purposes of paragraphs (c) and (d) of Rule 145 of the rules and regulations promulgated by the SEC under the Securities Act and the Shares received by the Shareholder may be sold only (i) pursuant to an effective registration statement under the Securities Act, (ii) in conformity with the volume and other applicable limitations of Rules 144 and 145 promulgated by the SEC under the Securities Act, or (iii) in reliance upon an exemption from registration available under the Securities Act; and the Shareholder will not sell or otherwise transfer any of the Shares in violation of the Securities Act or the rules and regulations promulgated by the SEC thereunder;

        (g)  it is understood that the certificates evidencing the Shares may bear the following legends or a combination thereof:

        (i)    "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145, PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLIES. THESE SHARES MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF SUCH RULE."

        (ii)  "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS UNDER THE TERMS AND CONDITIONS OF A CERTAIN ASSET PURCHASE AGREEMENT OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION."

        (iii)  Any legend required by the laws of the State of Delaware or applicable state securities laws.

        (h)  it is understood that the legend on a certificate pursuant to Section 5.1(g)(i) shall be removed, and CIBER shall have a certificate issued without such legend to the holder thereof, if such legend may be properly removed under the terms of Rule 145 promulgated under the Securities Act, and/or if the holder of the certificate provides CIBER with an opinion of counsel for such holder, reasonably satisfactory to legal counsel for CIBER (for which Buchanan Ingersoll Professional Corporation is deemed reasonably satisfactory) to the effect that a sale, transfer or assignment of such securities may be made under Rule 145, and that the legend is no longer required; it is further understood that the legend on a certificate pursuant to Section 5.1(g)(ii) shall be removed, and CIBER shall have a certificate issued without such legend to the holder thereof, if the Restricted Period has expired and the legend is no longer required;

        (i)    the Shareholder has full power and authority to execute, deliver and to perform the obligations of this Agreement and this Agreement constitutes a legally binding obligation of the Shareholder, enforceable against such Shareholder in accordance with its terms;

        (j)    the Shareholder is an "accredited investor," as such term is defined in Rule 501(a) of the Securities Act; and

        (k)  for a period of ninety days following the Closing Date (the "Restricted Period"), the Shares shall be restricted such that neither Seller nor the Shareholder shall directly or indirectly (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) (together, a "Disposition") more than 150,000 Shares per thirty-day period; or (2) enter into any swap or other derivative transaction that transfers to another Person, in whole or in part, any of the economic benefits or risks of ownership (a "Swap") for more than 150,000 Shares per thirty-day period, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; provided however that any Shares not Disposed of or Swapped in any previous thirty-day periods shall accumulate and be available for Disposition or Swap in subsequent thirty-day periods. Notwithstanding the foregoing, Seller shall be permitted to transfer (x) 150,000 Shares to Ed Longo and (y) any or all remaining Shares to (a) the Shareholder, (b) any trust for the Shareholder's benefit, or (b) a charity or private foundation, provided that any such transferee agrees in writing to be bound by the terms of this Section 5.1(k) (together, the "Permitted Transferees"). Notwithstanding anything to the contrary contained herein, no Shares may be transferred by Seller to any shareholder of DCI other than the Shareholder.

ARTICLE VI
COVENANTS AND OTHER AGREEMENTS

        6.1    Conduct of Business by Seller.    Seller and the Shareholder covenant and agree that, between the date hereof and the Closing Date, unless CIBER shall otherwise agree in writing or except in connection with the transactions contemplated by this Agreement:

        (a)  Except as expressly contemplated or permitted by this Agreement or as described in Schedule 6.1, the business of Seller shall be conducted in the ordinary and usual course of business, consistent with past practices, and Seller shall use its reasonable best efforts to (i) maintain and preserve intact Seller's business organization, (ii) keep available the services of its officers and employees, and (iii) maintain significant beneficial business relationships with suppliers, contractors, distributors, customers, licensors, licensees and others having business relationships with it.

        (b)  Without limiting the generality of the foregoing subsection (a), except as described in Schedule 6.1, Seller shall not, directly or indirectly:

        (i)    sell, lease, transfer, mortgage or otherwise encumber, subject to any Lien or otherwise dispose of any of its Assets, except in the ordinary course of its business;

        (ii)  amend or propose to amend its certificate of incorporation or bylaws, reincorporate in any jurisdiction, dissolve, liquidate or merge with any entity (whether or not Seller is the survivor);

        (iii)  split, combine or reclassify any outstanding shares of, or interests in, its capital stock;

        (iv)  declare, set aside or pay any dividend or distribution, payable in cash, stock, property or otherwise with respect to any of its capital stock;

        (v)  redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of capital stock of Seller or any options, warrants or rights to acquire capital stock of Seller;

        (vi)  sell, issue, grant or authorize the issuance or grant of (A) any capital stock or other security, (B) any option, call, warrant or right to acquire any capital stock or other security, or (C) any instrument convertible into or exchangeable for any capital stock or other security;

        (vii) modify the terms of any existing Indebtedness or incur any Indebtedness or issue any debt securities, except Indebtedness incurred in the ordinary course of business;

        (viii)  assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or make any material loans or advances or capital contributions to, or investments in, any other person;

        (ix)  authorize, recommend or propose any material change in its capitalization, or any release or relinquishment of any material contract right or effect or permit any of the foregoing;

        (x)  adopt or establish any new employee benefit plan or amend in any material respect any Benefit Plan or, increase the compensation or fringe benefits of any employee or pay any benefit not consistent with any existing Benefit Plan except in a manner consistent with Seller's historical salary review procedures;

        (xi)  make any payments with respect to, enter into or amend any employment, consulting, severance or indemnification agreement with any director, officer or employee of Seller, or any collective bargaining agreement or other obligation to any labor organization or employee;

        (xii) make any material tax election or settle or compromise any liability for Taxes;

        (xiii)  make or commit to make capital expenditures for acquisitions of other businesses, capital assets, properties, or intellectual property that exceed $25,000 in the aggregate;

        (xiv)   make any changes in its reporting for Taxes or accounting procedures other than as required by generally accepted accounting principles or applicable law;

        (xv) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent Seller financial statements as disclosed on Schedule 3.4 that were provided to CIBER or incurred after the date of such financial statements in the ordinary course of business consistent with past practice; settle any litigation or other legal proceedings involving a payment of more than $25,000 in any one case by or to Seller; or waive the benefits of, or agree to modify in any manner, any non-competition, confidentiality, standstill or similar agreement to which Seller is a party;

        (xvi)   write off any accounts or notes receivable except in the ordinary course of business consistent with past practices;

        (xvii)  acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (y) any assets that are material, individually or in the aggregate, to Seller;

        (xviii)  adopt any shareholder rights or similar plan or take any other action with the intention of, or which may reasonably be expected to have the effect of, damaging CIBER or Seller;

        (xix)   enter into, modify or authorize any contract, agreement, commitment or arrangement to do any of the foregoing.

        (c)  Seller shall promptly advise CIBER orally and in writing of any change or event having, or which would reasonably be expected to have, a Seller Material Adverse Effect.

        6.2    Confidentiality.    CIBER, on the one hand, and Seller and the Shareholder, on the other hand, shall consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law, including state and federal securities laws, rules and regulations, court process or pursuant to any listing agreement with any securities exchange. In the event the transactions contemplated herein are not consummated, the Confidentiality and Nondisclosure Agreement executed by CIBER and Seller on February 12, 2002 shall remain in full force and effect, in accordance with its terms. Prior to the filing of this Agreement by CIBER with the SEC and other than with respect to any disclosure required in complying with Section 2.9, without the prior written consent of CIBER, neither Seller nor the Shareholder shall disclose to any person the terms of this Agreement or the transactions contemplated hereby except as required to consummate the transactions contemplated hereby.

        6.3    Employment Agreement.    At Closing, John A. Krasula shall enter into an employment agreement in substantially the form attached hereto as Exhibit C (the "Krasula Employment Agreement").

        6.4    Employee Issues.

        (a)    Offer of Employment.    Subject to and in accordance with the provisions of this Section 6.4, CIBER shall effective upon the Closing, offer full-time employment to those employees of Seller listed on Schedule 6.4 at levels of salaries and wages indicated thereon. CIBER shall hire all of Seller's Employees who accept such offers. Each of Seller's Employees who accepts employment with CIBER upon the Closing is hereinafter referred to as a "Transferred Employee." CIBER retains the right to terminate at its discretion any Transferred Employee after such person has accepted employment from CIBER; provided that in such event CIBER shall be responsible for any severance obligations with respect to such person. CIBER shall also be responsible for any severance obligations to, or other claims arising out of CIBER's failure to hire, any branch level employees of Seller (including, but not limited to Full Service Support Employees in Dallas, Texas) to whom CIBER does not offer full-time employment.

        (b)    Transition.    The employment of the Transferred Employees by CIBER shall commence at the close of business on the Closing Date.

        (c)    Benefits for Transferred Employees.    As of the Closing Date, CIBER shall permit each Transferred Employee who was covered under each Seller Benefit Plan immediately prior to the Closing Date to be covered under the employee benefit plans, programs and arrangements of CIBER, and shall permit such Transferred Employees to roll-over their retirement funds into CIBER's applicable benefit plans; provided that any such rollovers will be contingent upon the representations and warranties made by Seller and the Shareholder in Section 3.19 being accurate in CIBER's reasonable discretion, Seller and the Shareholder delivering a representation letter in the form attached hereto as Exhibit D (the "Plan Representation Letter") and CIBER receiving such other documentation as it deems necessary including, but not limited to, the latest determination letter issued by the Internal Revenue Service in conjunction with the qualification of Seller's 401(k) Plan. Transferred Employees shall continue to participate in Seller's Premium Conversion Plan (medical and Section 125 plan), which shall be assumed by CIBER as of the Effective Date and may be terminated by CIBER at any time in its sole discretion. To the extent permitted under CIBER's employee benefit plan, such plans shall recognize each Transferred Employee's length of service or, if longer, applicable service dates, with Seller for purposes of eligibility to participate, vesting, and waiting periods but not for purposes of benefit accruals.

        (d)  CIBER will make available a pool of non-statutory stock options to purchase 160,000 shares of common stock of CIBER to be granted to certain employees of Seller who accept employment with CIBER as of the Closing Date and execute an Employee Confidentiality and Non-solicitation Agreement substantially in the form attached hereto as Exhibit E. Options to purchase such shares shall be granted at the Closing Date, or as soon thereafter as practicable, pursuant to CIBER's Equity Incentive Plan. The employees who shall receive such options at the Closing Date shall be determined by CIBER and Ed Longo prior to the Closing. The exercise price of options granted pursuant to this paragraph will be the fair market value of the CIBER Common Stock on the Closing Date. The options shall vest over a period of four (4) years and shall contain such other terms no less favorable to the applicable employees than those provided by CIBER to its other employees of comparable seniority and responsibility.

        (e)  Seller and the Shareholder shall use their best efforts in the two months following the Closing Date to cause those employees of Seller who are offered employment by CIBER to accept such employment. All persons who become employees of CIBER shall be required to sign CIBER's standard form of confidentiality/invention and nonsolicitation agreement.

        (f)    CIBER shall timely discharge the stay bonus and severance obligations it has assumed hereunder with respect to Seller's corporate office employees in the manner reasonably directed by Seller.

        6.5    No Solicitation.    The Shareholder and Seller and its respective officers, directors, employees, agents and representatives shall immediately cease any existing discussions or negotiations, if any, with any parties conducted heretofore with respect to any Takeover Proposal, will not enter into any discussions with third parties regarding a Takeover Proposal and will notify CIBER promptly if Seller receives any inquiries with respect to a potential Takeover Proposal.

        6.6    Sale of Seller Shares; Dissenters' Rights.    Prior to Closing, the Shareholder shall not sell, transfer, pledge, encumber, hypothecate or otherwise dispose of any of the capital stock of Seller. If appraisal or dissenters' rights under the laws of the State of Michigan or otherwise are available to the Shareholder as a result of the transactions by this Agreement, the Shareholder shall not exercise and hereby waives any such contemplated rights.

        6.7    Satisfaction of Conditions.    Subject to the terms and conditions of this Agreement, CIBER, Seller and the Shareholder will each use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to satisfy the conditions to the other party's obligation to consummate this Agreement. The parties each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated hereby in accordance with this Agreement.

        6.8    Indemnification.    The representations and warranties contained in this Agreement shall survive the Closing and shall remain in effect for eighteen months following the Closing Date. No action or proceeding may be brought by a party against another party on the basis of a breach of a representation or warranty hereunder more than eighteen months after the Closing Date unless such party gives written notice to the other party of such breach, setting forth in reasonable detail and in good faith the basis for such claim of breach, on or before the expiration of such eighteen month period.

        (a)  Seller and the Shareholder, jointly and severally, agree to indemnify CIBER from and against any loss, cost, liability or expense (including reasonable attorneys' fees) reasonably incurred by CIBER, including, without limitation, both third-party and direct claims (a "CIBER Loss"), arising out of or in connection with (i) any breach by any of them of any representation, warranty, covenant or agreement made by any of them contained in this Agreement; (ii) the ownership, operation or control of the Assets at or prior to the Effective Date (but exclusive of any claims to discharge the Liabilities); or (iii) any non-compliance with any applicable bulk sales or bulk transfer or similar law; provided, however, that in no event will the aggregate liability of such parties for all CIBER Losses exceed $15,000,000.

        (b)  CIBER agrees to indemnify Seller and the Shareholder from and against any loss, cost, liability or expense (including reasonable attorneys' fees) reasonably incurred by any of them, including without limitation, both third-party and direct claims (a "Seller Loss"), arising out of or in connection with (i) any breach by CIBER of any representation, warranty, covenant or agreement made by CIBER contained in this Agreement; or (ii) the ownership, operation or control of the Assets from and after the Effective Date (including the failure of CIBER to assume, pay, perform and discharge the Liabilities); provided, however, that in no event will the aggregate liability of such party for all Seller Losses under (i) exceed $15,000,000, except for breaches of CIBER's covenants under Sections 2.3, 2.4, 6.4(a), 6.4(c) and 6.21, to which no limitation on liability for Seller Losses shall apply.

        (c)  In the event of a breach by any party that gives rise to a claim for indemnification hereunder, the amount of any loss, cost, liability or expense for which indemnification may be sought shall be determined without regard to the amount of any materiality qualifier provided for in such representation, warranty or covenant or otherwise in this Agreement. Notwithstanding the foregoing, materiality qualifiers shall be considered for purposes of determining whether a breach has occurred which would give rise to an indemnification obligation.

        (d)  Neither Seller and the Shareholder on one hand, nor CIBER on the other hand, shall have any liability under this Section 6.8 until the aggregate amount of claims asserted against them exceeds $250,000 at which time the indemnifying party or parties shall be liable for the full amount of the claims; provided however that this provision shall not apply to CIBER in connection with any breach by CIBER of its agreements in Sections 2.2, 2.3, 2.4, 2.8(b), 6.4(a), 6.4(c) and 6.21 and shall not apply to Seller and the Shareholder in connection with a breach by Seller of its agreements in Sections 2.4 and 6.17.

        (e)  Any payment or indemnity required to be made pursuant to this Article IX shall include any amounts necessary to hold the Indemnified Party harmless on an after-tax basis from all Taxes required to be paid with respect to the receipt of such payment or indemnity (after taking into account any reduction in Taxes realized by the Indemnified Party as a result of the loss giving rise to the payment or indemnity). In determining the amount necessary to be added to any payment or indemnity in order to accomplish the foregoing, the parties hereto agree to treat all Taxes required to be paid by, and all reductions in Tax realized by any Indemnified Party, as if such Indemnified Party were subject to tax at the highest marginal rates (for both federal and state, as determined on a combined basis) applicable to such Indemnified Party.

        (f)    In the event that prior to the Closing, Seller or the Shareholder, on the one hand, or CIBER, on the other hand (the "Disclosing Party") discloses to the other party that it has discovered that a representation or warranty made by such Disclosing Party is false or an event or occurrence has occurred which is in violation of the covenants of such Disclosing Party under this Agreement and the other party proceeds to the Closing notwithstanding such disclosure, the other party shall be deemed to have waived any rights it may have for indemnification or damages against the Disclosing Party as a result of the disclosed discovery, event or occurrence, but only to the extent that the amount of damage resulting from or likely resulting from such breach is readily apparent in such disclosure.

        (g)  CIBER Losses or Seller Losses, respectively, shall not include indirect or consequential damages, and shall not be determined using any multiple of revenues of earnings.

        (h)  Each of CIBER, Seller and the Shareholder agree that absent fraud or other intentional misconduct, the exclusive remedy of a party from and after the Closing Date for the breach by another party of any representation, warranty, covenant or for any other obligations under this Agreement shall be to seek indemnification pursuant to the provisions of Sections 6.8 and 6.9, other than as expressly contemplated under Sections 2.4 and 6.17.

        6.9    Indemnification Procedures.    

        (a)    Third Party Claims.    If a claim by a third party arises as to which CIBER is entitled to indemnification from Seller or the Shareholder hereunder or if a claim by a third party arises as to which Seller or the Shareholder are entitled to indemnification from CIBER, the party entitled to indemnification (the "Indemnified Party") shall endeavor to advise the other party (the "Indemnifying Party") of the claim within five business days after receipt of a summons, or within twenty (20) business days after receipt of other written communication giving information as to the nature of the claim, by the Indemnified Party, provided that failure to so notify shall not limit the Indemnified Party's right to indemnification under Section 6.8 unless such failure materially prejudices the ability of the Indemnifying Party to defend such third party claim and then only to such extent. The Indemnifying Party shall not be liable or responsible for any expenses which are incurred by the Indemnified Party before such notice has been given to the Indemnifying Party, nor bound by any settlements made by the Indemnified Party before such notice. The Indemnifying Party shall, within the lesser of twenty (20) days after receipt of notification of the claim from the Indemnified Party or five (5) days before an answer is required to be filed, advise the Indemnified Party whether the Indemnifying Party will undertake the defense of such claim on behalf of the Indemnified Party and, if so, shall specify the name of the attorney who will handle the matter, which attorney shall be reasonably satisfactory to the Indemnified Party and shall not have any present or potential conflict in representing the interests of both parties. If the Indemnifying Party timely notifies the Indemnified Party that it will undertake the defense of such claim and agrees that it is legally obligated to indemnify the Indemnified Party hereunder and shall thereafter diligently provide such defense, such counsel shall have control of the defense, but the Indemnified Party may participate in the defense with its own counsel paid for by the Indemnified Party, and the Indemnified Party shall not settle or compromise such claim without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party fails timely to advise the Indemnified Party that it will undertake the defense of such claim on behalf of the Indemnified Party, fails to agree that it is legally obligated to indemnify the Indemnified Party hereunder or fails diligently to pursue such defense, then the Indemnified Party may undertake the defense of such claim with its own counsel and may settle or compromise such claim in its sole discretion, all at the expense of the Indemnifying Party.

        (b)    Direct Claims.    Any indemnifiable claim hereunder by a party hereto and that is not a claim by a third party shall be asserted by the Indemnified Party by promptly delivering notice thereof to the Indemnifying Party, provided that failure to so notify shall not limit the Indemnified Party's right to indemnification under Section 6.8 unless such failure materially prejudices the ability of the Indemnifying Party to remedy such claim and then only to such extent. Such notice shall in good faith summarize the bases for the claims for indemnification.

        6.10    Liquidation; Corporate Name.    Seller hereby covenants and agrees that, following the Closing, it will promptly commence its complete liquidation and subject to retention of reserves for known and contingent liabilities, distribute all of its remaining assets to its shareholders in accordance with the Michigan law and Seller's certificate of incorporation and bylaws. Seller further covenants and agrees that, it will not transfer any Shares or the Promissory Note (in whole or in part) to any shareholder other than the Shareholder in connection with its liquidation and that any distribution of assets of Seller shall be completed in accordance with Section 450.1855a of the Michigan Business Corporation Act such that all shareholders other than the Shareholder shall be paid in cash only. In addition, at Closing, Seller shall take any and all actions required to transfer all of Seller's right, title and interest in and to the trade and corporate names "Decision Consultants, Inc." and "DCI" to CIBER and change its name to a name which is not confusingly similar to "Decision Consultants", "DCI" or "CIBER."

        6.11    Benefit Plans.

        (a)  Prior to the Closing, Seller will, with respect to Seller's 401(k) Plan, (i) adopt corporate resolutions to amend the 401(k) Plan, if necessary, to permit lump sum distributions upon the sale, to an unrelated corporation, of substantially all assets used by Seller in a trade or business, (ii) adopt corporate resolutions that terminate the 401(k) Plan, and (iii) provide to CIBER satisfactory evidence of the executed corporate resolutions. Seller will use commercially reasonable efforts to, before the date that occurs one year after the Closing, (A) bring the 401(k) Plan into compliance as to form with all applicable laws, (B) obtain a favorable determination letter from the Internal Revenue Service that the 401(k) Plan was qualified upon termination, (C) take all action necessary to ensure that the 401(k) Plan's qualified status is preserved until distribution, (D) completely distribute the 401(k) Plan, and (E) file a final IRS form 5500 for the 401(k) Plan. Nothing in this Section 6.11 shall obligate CIBER to contribute to the 401(k) Plan.

        (b)  Prior to the Closing, Seller will, with respect to Seller's self-insured medical plan, (i) amend the medical plan to provide that CIBER shall become the sponsor of such medical plan as of the Effective Date, (ii) obtain the written consent of the insurance company issuing Seller's stop loss insurance policy with respect to such medical plan that such policy is assigned to CIBER as of the Effective Date, and (iii) provide to CIBER satisfactory evidence of such amendment and consent and such information necessary for CIBER to administer such plan.

        (c)  Prior to the Closing, Seller will, with respect to Seller's flexible benefits (Section 125) plan, (i) amend the flexible benefits plan to provide that CIBER shall become the sponsor of such plan as of the Effective Date, and (ii) provide to CIBER satisfactory evidence of such amendment and such information necessary for CIBER to administer such plan.

        (d)  Seller hereby covenants and agrees that within six months following the Closing Date, or sooner if required by law, Seller will, with respect to all other Benefit Plans not discussed more specifically in this Section 6.11, use commercially reasonable efforts to terminate all other Benefit Plans, and CIBER shall have no obligation under such Benefit Plans whatsoever at any time including any obligation to continue any such Benefit Plans, to make any contributions to any such Benefit Plans for the benefit of Seller employees, former employees, their spouses or their dependents. In accordance with the Code, ERISA and other applicable law, Seller shall also (i) file a final IRS Form 5500 for each Benefit Plan, if required by law, (ii) file all payroll tax returns required for the periods ended prior to and as of the Closing Date, and (iii) distribute final W-2 and 1099 forms, as applicable, for all employees and independent contractors of Seller.

        6.12    Books and Records.

        (a)  Following the Closing Date until the fourth anniversary of the Closing Date, each party will afford to the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data in its possession relating to Seller, the Assets or the Liabilities with respect to periods prior to the Closing Date and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party (i) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against any party or its affiliates and (ii) for any other reasonable business purpose.

        (b)  Each party agrees that for a period of not less than four (4) years following the Closing Date, it shall not destroy or otherwise dispose of any of the books and records in its possession relating to Seller, the Assets or the Liabilities with respect to periods prior to the Closing Date. Each party shall have the right to destroy all or part of such books and records after the fourth anniversary of the Closing Date or, at any earlier time, by giving each other party hereto thirty (30) days' prior written notice of such intended disposition and by offering to deliver to the other parties, at the other parties' expense, custody of such books and records as such party may intend to destroy.

        (c)  Following the Closing Date until the fourth anniversary of the Closing Date, Seller, the Shareholder, and CIBER will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. Any information obtained pursuant to this Section 6.12 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other schedule relating to Taxes shall be kept confidential and not disclosed by the recipient thereof except (i) as required by law, (ii) with the prior written consent of the disclosing party, or (iii) where such information becomes available to the public generally.

        6.13    Consents.    If Seller shall have failed to obtain, at or prior to the Closing Date, any third-party consents required for the assignment of any of the Contracts described on Schedule 6.13, Seller and the Shareholder shall use their commercially reasonable efforts to obtain such consents within six months following the Closing Date. Notwithstanding anything in this Agreement, neither this Agreement nor any document or instrument delivered pursuant hereto shall constitute an assignment of any claim, permit, Contract, lease, commitment, sales order or purchase order or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof without the consent of any other person would constitute a breach thereof or in any way adversely affect the rights to be assigned. Until such consent is obtained, or if an attempted assignment thereunder would be ineffective or would affect the rights of Seller thereunder so that CIBER would not in fact receive all such rights, Seller and CIBER will cooperate with each other to provide for CIBER to receive the benefits of, and to permit CIBER to assume all liabilities under, any such claim Contract, permit, lease, commitment, sales order or purchase order, including enforcement at the request and expense of CIBER for the benefit of CIBER of any and all rights of Seller against a third party thereto arising out of the breach or cancellation thereof by such third party. Any transfer or assignment to CIBER by Seller of any property or property rights or any contract or agreement which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained.

        6.14    Powers of Attorney.    Seller and the Shareholder shall terminate at or prior to Closing all powers of attorney granted by Seller which relate to the Assets, including without limitation, signatory capacities on bank accounts.

        6.15    Certain Payables and Receivables.    Except as set forth in Schedule 6.15, at or prior to Closing, Seller and the Shareholder shall cause to be paid in full in cash all accounts receivable, notes receivable and advances payable to Seller by the Shareholder or employees of Seller to Seller.

        6.16    Periodic Reporting.    CIBER will use commercially reasonable efforts to timely file any periodic reports with the SEC in order for the conditions of Rule 144(c) be met so that the Shareholder may sell the Shares received hereunder pursuant to Rule 145(d).

        6.17    Guarantee of Receivables.

        (a)  CIBER shall maintain a separate receivables, cash application, and management system substantially similar to Seller's for at least 180 days after the Closing Date. CIBER shall collect, at the direction of the Shareholder and in consultation therewith, the Receivables in the ordinary course of business and use all commercially reasonable efforts to collect the Receivables. CIBER shall not, without the written consent of Seller (which consent will not be unreasonably withheld) compromise or settle for less than the full value any of the Receivables. CIBER shall advise Seller or the Shareholder (promptly following CIBER's becoming aware thereof) of any counterclaims or set-offs that may arise subsequent to the Closing Date with respect to the Receivables. In the absence of any dispute by an account debtor with respect to a Receivable or an account debtor indicating that a payment should be applied to a particular invoice, all monies received from a debtor will be applied by CIBER to the Receivables in the order of the oldest Receivable first. Payments indicating application to a particular invoice or invoices will be applied to that invoice. If an account debtor with respect to a Receivable notifies CIBER of a dispute by such account debtor concerning a Receivable, all monies received from such account debtor will be applied to the undisputed portion, if any, of such Receivable.

        (b)  To the extent that the amount collected by CIBER in respect of Receivables within 180 days after the Closing Date (the "Receivables Adjustment Date") is less than the full value of the Receivables on the Closing Date, then within 10 days after the Receivables Adjustment Date, CIBER and Seller shall in good faith mutually agree upon which outstanding Receivables are uncollectible. A Receivable shall not be considered uncollectible if the account debtor has not satisfied such Receivable due to a dispute concerning services or products supplied after the Closing Date by CIBER. If CIBER and Seller cannot mutually agree upon such uncollectible Receivables, then the uncollectible Receivables shall be determined by a nationally recognized independent accounting firm acceptable to both Buyer and Seller. Upon the final determination of the uncollectible Receivables (whether by mutual agreement or by such independent accounting firm), Seller shall pay to CIBER within 10 days thereafter the difference between the full value of such uncollected Receivables and the amount actually collected thereon by CIBER prior to such final determination. Concurrently, with such payment, if any, to CIBER, CIBER shall reassign to Seller all of such uncollected Receivables. CIBER will endorse (if necessary) and deliver to Seller within three (3) business days after CIBER's receipt thereof, any cash, checks or other documents received by CIBER on account of any such reassigned Receivables.

        6.18    Bulk Sales Law.    Subject to Seller's and the Shareholder's obligations under Section 6.8(a)(iii) which shall not be affected hereby, CIBER and Seller hereby waive compliance with their respective obligations under applicable bulk sales laws of any states or jurisdictions in which compliance may be required.

        6.19    Subcontracts.    In the event a dispute or claim arises with respect to any Contract under which some or all of the services delivered and the subject of such dispute or claim were delivered by a subcontractor for which Seller or the Shareholder have or may have the obligation to indemnify CIBER under Section 6.8 hereof, and Seller undertakes defense of such claim as permitted by Section 6.9 hereof, then Seller and CIBER shall cooperate with each other to provide Seller the right to enforce CIBER's rights under any such subcontract in order to recover any damages for which such subcontractor may be liable to CIBER as the contractor.

        6.20    Tampa Lease.    Following the Closing, CIBER shall use its commercially reasonable efforts to (i) negotiate with the lessor under that Lease Agreement dated April 7,1997 between DCI and Crescent Resources, Inc. so that such Lease is assigned to CIBER and DCI is removed as a party thereto and released from all liability thereunder not assumed by CIBER hereunder; and (ii) continue negotiations toward the execution of a sublease agreement pursuant to that certain letter of intent dated April 18, 2002 between DCI and The Reynolds & Reynolds Company.

        6.21    Delivery of Certificates Representing Shares.    CIBER shall cause its transfer agent to deliver the stock certificates representing the Shares to Seller within three weeks following the Closing Date.

ARTICLE VII
CONDITIONS

        7.1    Conditions to the Obligations of Each Party.    Unless these conditions are waived in writing by the parties, the obligations of each of Seller, the Shareholder, and CIBER to effect the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions:

        (a)  no preliminary or permanent injunction or other order, decree or ruling issued by a Governmental Entity, nor any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect that would make the transactions contemplated by this Agreement, including the holding, directly or indirectly, by CIBER of any of the Assets of Seller, illegal or otherwise prevent the consummation of the transactions contemplated by this Agreement;

        (b)  any applicable waiting periods under the Hart-Scott-Rodino Act shall have expired or been earlier terminated; and

        (c)  subject to Section 6.13, all waivers, consents, approvals and actions or non-actions of any Governmental Entity and of any other third party required to consummate the transactions contemplated by this Agreement shall have been obtained and shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, except for such failures to obtain such waiver, consent, approval or action which would not be reasonably likely (x) to prevent the consummation of the transactions contemplated hereby or (y) to have a Seller Material Adverse Effect or a CIBER Material Adverse Effect.

        7.2    Additional Conditions to the Obligations of Seller and the Shareholder.    The obligations of Seller and the Shareholder to effect the transactions contemplated by this Agreement is also subject to the fulfillment at or prior to the Closing Date of the following conditions, unless such conditions are waived in writing by Seller and the Shareholder:

        (a)  CIBER shall have performed or complied, in all material respects, with each obligation, agreement and covenant to be performed or complied with by it hereunder, including the delivery of all items set forth in Section 2.8(b), at or prior to the Closing Date;

        (b)  the representations and warranties of CIBER in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date;

        (c)  Seller shall have received a certificate signed by an executive officer of CIBER certifying to the matters set forth in Sections 7.2(a) and (b);

        (d)  CIBER shall have executed and delivered to John A. Krasula the Krasula Employment Agreement;

        (e)  Seller shall have received the opinion of Brobeck, Phleger & Harrison LLP, dated as of the Closing Date, in substantially the form attached hereto as Exhibit F;

        (f)    CIBER and Wells Fargo Bank shall have executed and delivered the subordination agreement attached hereto as Exhibit H; and

        (g)  Seller shall have received such other documents and instruments as may reasonably be required by Seller and the Shareholder to consummate the transactions contemplated by this Agreement.

        7.3    Additional Conditions to the Obligations of CIBER.    The obligations of CIBER to effect the transactions contemplated by this Agreement are also subject to the fulfillment at or prior to the Closing Date of the following conditions, unless such conditions are waived in writing by CIBER:

        (a)  each of Seller and the Shareholder shall have performed or complied with each obligation, agreement and covenant to be performed and complied with by it or them hereunder, including the delivery of all items set forth in Section 2.8(a) at or prior to the Closing Date;

        (b)  the representations and warranties of Seller and the Shareholder set forth in this Agreement shall be true and correct on the date of this Agreement and on the Closing Date;

        (c)  CIBER shall have received a certificate signed by an executive officer of Seller, dated as of the Closing Date, certifying to the matters set forth in Sections 7.3(a), (b), (f), (g) and (h), a certificate signed by the Shareholder, dated as of the Closing Date, certifying to the matters set forth in Sections 7.3(a) and (b), and a certificate signed by the secretary of Seller, dated as of the Closing Date, certifying the certificate of incorporation, bylaws and resolutions of Seller directors and shareholders approving this Agreement and the transactions contemplated hereby;

        (d)  CIBER shall have received the opinion of Buchanan Ingersoll Professional Corporation, dated as of the Closing Date, in substantially the form attached hereto as Exhibit G;

        (e)  John A. Krasula shall have executed and delivered to CIBER the Krasula Employment Agreement;

        (f)    there shall not have been suffered or incurred after the date hereof any casualty or loss, whether or not covered by insurance, which has had an Seller Material Adverse Effect;

        (g)  Seller shall not have suffered or incurred a Seller Material Adverse Effect since the date of this Agreement;

        (h)  the number of Full-Time Consultants at the Closing Date shall be at least 850 and the aggregate number of Billable Hours for the four weeks ended April 19, 2002 shall be at least 126,000 as reflected on DCI's "Flash Report—Hours and Direct Costs" for the applicable period;

        (i)    the Shareholder and the appropriate executive officers of Seller, on Seller's behalf, shall have delivered to CIBER a certificate of non-foreign status under Section 1445 of the Code;

        (j)    CIBER shall have received the Plan Representation Letter;

        (k)  Seller and the Shareholder shall have executed and delivered the subordination agreement attached hereto as Exhibit H; and

        (l)    CIBER shall have received such other documents and instruments as may reasonably be required by CIBER to consummate the transactions contemplated by this Agreement.

ARTICLE VIII
TERMINATION

        8.1    Termination.    This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of this Agreement and the transactions contemplated herein:

        (a)  by mutual written consent of CIBER, Seller and the Shareholder;

        (b)  by either of CIBER or Seller if the Closing Date shall not have occurred on or before May 31, 2002; provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose breach of any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur on or before such date;

        (c)  by CIBER, provided Seller or the Shareholder has not previously declared CIBER in default hereunder and terminated this Agreement by written notice to CIBER pursuant to Section 8.1(d) hereof, if any of the conditions specified in Sections 7.1 and 7.3 (except 7.3(b)) have not been satisfied or waived by CIBER at such time as such condition can no longer be satisfied;

        (d)  by Seller or the Shareholder, provided CIBER has not previously declared Seller in default hereunder and terminated this Agreement by written notice to Seller pursuant to Section 8.1(c) hereof, if any of the conditions specified in Sections 7.1 and 7.2 (except 7.2(b)) have not been satisfied or waived by Seller at such time as such condition can no longer be satisfied;

        (e)  by CIBER, provided Seller or the Shareholder has not previously declared CIBER in default hereunder and terminated this Agreement by written notice to Seller pursuant to Section 8.1(f) hereof, if Seller or Shareholder breaches any of their respective material representations, warranties, covenants or agreements contained herein and, if such breach is curable, such breach is not cured within five business days after written notice thereof;

        (f)    by Seller or the Shareholder, provided CIBER has not previously declared Seller or Shareholder in default hereunder and terminated this Agreement pursuant to Section 8.1(e) hereof, pursuant to written notice to CIBER, if CIBER breaches any of its material representations, warranties, covenants or agreements contained herein and, if such breach is curable, such breach is not cured within five business days after written notice thereof; and

        (g)  by either CIBER or Seller if a court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling each of the parties hereto shall use commercially reasonable efforts to lift), in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall have become final and non-appealable;

        8.2    Effect of Termination.    Upon the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become null and void except as set forth in Section 6.2, this Section 8 and Article IX, which provisions shall survive such termination, without any liability or obligation on the part of CIBER, Seller or the Shareholder (other than pursuant to Section 6.2, this Section 8 and Article IX), except to the extent that such termination results from the breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement.

        8.3    Waiver.    Seller may extend the time for the performance of any of the obligations or other acts of CIBER hereunder, waive any inaccuracies in the representations and warranties of CIBER contained herein or in any document delivered pursuant hereto, or waive compliance by CIBER with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by Seller. CIBER may extend the time for the performance of any of the obligations or other acts of Seller hereunder, waive any inaccuracies in the representations and warranties of Seller contained herein or in any document delivered pursuant hereto, or waive compliance by Seller with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by CIBER.

ARTICLE IX
GENERAL PROVISIONS

        9.1    Interpretation; Governing Law.    This Agreement shall be construed as though prepared by both parties hereto and shall be construed without regard to any presumption or other rule requiring construction against the party causing an agreement to be drafted. This Agreement shall be construed and governed by the laws of the State of Colorado (without giving effect to its principles of conflicts of laws). Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against the applicable party in the courts of the States of Colorado or Michigan or, if it has or can obtain jurisdiction, in the United States District Court for such state, and each party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in this Section may be served on any party anywhere in the world, whether within or without the State of Colorado, and may also be served upon any party in the manner provided for giving notices to it, him or her in Section 9.4 below.

        9.2    Sales Taxes.    Seller shall be responsible for any and all sales, use and other transfer taxes payable with respect to the transaction.

        9.3    Binding Effect; Assignment.    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that no party may assign his, her or its rights or obligations under this Agreement without the prior written consent of the other parties, which consent shall not be unreasonably withheld. In the event that CIBER assigns this Agreement to a subsidiary, CIBER shall not thereby be relieved of any of its liabilities or obligations hereunder.

        9.4    Notices.    All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery, or first-class mail, certified or registered with return receipt requested, or by commercial overnight courier with signature required and shall be deemed to have been duly given upon hand delivery, delivery by commercial overnight courier to the address specified below, or the expiration of 3 days after deposit in the U.S. mail as provided above, addressed as follows:

        (a)  If to Seller or the Shareholder (prior to the Closing Date):

Decision Consultants, Inc.
28411 Northwestern Highway, Suite 325
Southfield, MI 48034

Attention: John A. Krasula
Telephone: (248) 262-9050
Telecopy: (248) 352-8375

If to Seller or the Shareholder (after the Closing Date):

John A. Krasula, Trustee
4530 Charing Cross
Bloomfield Hills, MI 48304
Telephone: (248) 645-1525

with a copy to (which shall not constitute notice):

Buchanan Ingersoll Professional Corporation
Eleven Penn Center, 14^th Floor
1835 Market Street
Philadelphia, PA 19103-2985
Attention: Douglas P. Coopersmith, Esq.
Telephone: (215) 665-3606
Telecopy: (215) 665-8760

        (b)  If to CIBER:

CIBER, Inc.
5251 DTC Parkway, Suite 1400
Englewood, Colorado 80111
Attention: David Durham
Telephone: (303) 220-0100
Telecopy: (303) 220-7100

with a copy to (which shall not constitute notice):

Brobeck, Phleger & Harrison LLP
370 Interlocken Blvd., Suite 500
Broomfield, Colorado 80021
Attention: Paul Hilton, Esq.
Telephone: (303) 410-2000
Telecopy: (303) 410-2199

        (c)  To such other address as to which notice is provided in accordance with this Section.

        9.5    Severability.    Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

        9.6    Third-Party Beneficiaries.    Each party hereto intends that this Agreement shall not benefit nor confer any rights or remedies on any person other than the parties hereto and their respective heirs, successors and legal representatives.

        9.7    Further Assurances.    From time to time after the Closing Date, Seller and the Shareholder shall execute all such instruments as CIBER shall reasonably request in order to more effectively convey and transfer the Assets to CIBER. The parties shall also execute and deliver to the appropriate other party such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all further actions as may be reasonably required to carry out the transactions contemplated by this Agreement.

        9.8    Entire Agreement; Modifications.    This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof including without limitation, the Letter of Intent between CIBER and Seller dated April 3, 2002. All modifications to this Agreement must be in writing and signed by all parties hereto or their successors.

        9.9    Headings.    The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

        9.10    Counterparts.    This Agreement may be executed in one or more counterparts, in original or by facsimile, any of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

        9.11    Expenses.    Except as otherwise provided herein, each party hereto will bear its own legal, accounting and other expenses incurred by such party in connection with this Agreement and the transactions contemplated hereby.

        9.12    Attorneys' Fees; Prevailing Party.    Should any proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, the prevailing party in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for court costs and attorneys' fees and all legal expenses and fees incurred in such proceeding on appeal and all interest thereon. For the purposes of this provision, "prevailing party" shall include a party which dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding.

        9.13    Arbitration.    If CIBER and Seller are unable to resolve any dispute arising under Section 2.4(c) hereof within thirty (30) business days after delivery by one party to the other of written notice any such dispute, then the dispute shall be settled by binding arbitration in the City of Detroit in the State of Michigan in accordance with the Commercial Arbitration Rules then in effect of the American Arbitration Association (the "AAA Rules"). Arbitration will be conducted by three (3) arbitrators: one (1) selected by CIBER, one (1) selected by Seller and the third selected by the first two arbitrators. The parties agree to use all reasonable efforts to cause the arbitration hearing to be conducted within sixty (60) calendar days after the appointment of the last of the three arbitrators and to use all reasonable efforts to cause the arbitrators' decision to be furnished within ninety five (95) calendar days after the appointment of the last of the three arbitrators. The parties further agree that any discovery shall be completed at least twenty (20) business days prior to the date of the arbitration hearing. The final decision of the arbitrators shall be furnished to CIBER and Seller in writing and shall constitute a conclusive determination of the issue in question, binding upon CIBER and Seller, and shall not be contested by either of them. Any award of the arbitrators shall be non-appealable and may be entered into as a judgment in any court of competent jurisdiction. The non-prevailing party in any arbitration shall pay the reasonable expenses (including attorneys' fees) of the prevailing party, and the fees and expenses associated with the arbitration (including the arbitrators' fees and expenses).

        IN WITNESS WHEREOF, the parties have executed and delivered this Asset Purchase Agreement as of the date first above written.

CIBER, INC., a Delaware corporation
By:
Name:	David G. Durham
Title:	Sr. Vice President/CFO
DECISION CONSULTANTS, INC. a Michigan corporation
By:
Name:	John A. Krasula
Title:	Chairman
KTR SYSTEM, L.P., a Texas limited partnership
By:	KTR System I, LLC
Its:	General Partner
By:
Name:	John A. Krasula
Title:	Member
SHAREHOLDER:
JOHN A. KRASULA LIVING TRUST DATED APRIL 1, 1988
By:
Name:	John A. Krasula
Title:	Trustee

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Exhibit 2.1

ASSET PURCHASE AGREEMENT BY AND AMONG CIBER, INC., DECISION CONSULTANTS, INC., KTR SYSTEM, L.P. AND JOHN A. KRASULA, SOLE TRUSTEE OF THE JOHN A. KRASULA LIVING TRUST DATED APRIL 1, 1988 APRIL 30, 2002

EX-10.1

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Exhibit 10.1

PROMISSORY NOTE

$1,500,000	Greenwood Village, Colorado
	January 2, 2002

        FOR VALUE RECEIVED, the undersigned (referred to as "Maker") promises to pay to the order of CIBER, Inc., a Delaware Corporation (the "Lender"), at 5251 DTC Parkway, Suite 1400, Greenwood Village, Colorado 80111, or at such other place or places as Lender may designate from time to time, on maturity the unpaid principal amount of the loan made by the Lender to Maker hereunder. All such payments of principal shall be due and payable on December 31, 2002. This note shall not bear interest through the time of maturity. Imputed interest at the minimum allowable rate under the Internal Revenue Code will be reported to the I.R.S. and Maker is responsible for any and all taxes related thereto. If this note is not paid in full upon maturity, the balance of principal shall bear interest from the time of maturity until paid at a maximum rate of eighteen (18%) per year or the maximum rate permitted by law, whichever is less. All payments hereunder shall be made in lawful money of the United States of America.

        Maker may borrow, on a revolving basis, up to one million, five hundred thousand dollars ($1,500,000) from Lender hereunder. All loans made by the Lender to Maker and all repayments of principal thereof shall be recorded by the Lender and, prior to any transfer of this note, shall be endorsed on the schedule attached hereto which is a part of this note, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of Maker hereunder.

        Maker shall have the right of prepaying all or any part of this note at any time without penalty.

        The terms of this note may be amended from time to time, in writing, by mutual consent of Lender and Maker.

        Lender and Maker hereby confirm that this borrowing constitutes a related party transaction, as such term is defined in Item 404 of Regulation S-K of the Securities and Exchange Act of 1934, as amended. Maker has directed Lender to disclose the borrowing and the terms of this note, as necessary, pursuant to applicable securities regulations.

        Maker agrees to pay costs of collection, including reasonable attorneys' fees, in the event of a default. All payments received hereunder shall be applied as follows: (i) first, to collection costs, (ii) second, to accrued interest; and (iii) third, to principal.

        Maker hereby waives demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices, filing of suit and diligence in collecting this note. In any action or proceeding brought under this Note, Maker and Lender waive trial by jury. Maker further agrees that this note shall be deemed to have been made under and shall be governed by the laws of the State of Colorado in all respects.

Mac J. Slingerlend

        The terms of the foregoing Promissory Note are hereby agreed and accepted by CIBER, Inc. as of January 2, 2002.

CIBER, Inc., a Delaware corporation
By:
	Bobby G. Stevenson Chairman of the Board of Directors

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Exhibit 10.1

PROMISSORY NOTE

EX-10.2

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Exhibit 10.2

THIRD AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

        THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ("Agreement") is made as of the sixth day of May, 2002, between WELLS FARGO BANK, National Association, with an address at 1740 Broadway, C7301-031, Denver, Colorado 80274, its successors and assigns ("Lender"), and CIBER, INC., a Delaware corporation, with an address at 5251 DTC Parkway, Greenwood Village, Colorado 80111 ("Borrower").

RECITALS

        WHEREAS, the Borrower and the Lender entered into that certain revolving credit accommodation not to exceed Forty Million Dollars ($40,000,000), pursuant to the terms and conditions of that certain Loan and Security Agreement, dated September 26, 2001, together with that certain First Modification to Loan and Security Agreement, dated December 31, 2001, and that certain letter amendment to the Loan and Security Agreement, dated March 12, 2002 (collectively, the "Loan Agreement");

        WHEREAS, in connection with the Loan, the Borrower, as maker, executed and delivered to the Lender that certain promissory note. In particular, the Borrower executed and delivered to Lender on September 26, 2001, that certain promissory note in the principal amount of Forty Million Dollars ($40,000,000.00) (the "Note");

        WHEREAS, pursuant to the terms and conditions of the Loan Agreement and the Note, the Loan matures on September 30, 2004 (the "Loan Maturity Date");

        WHEREAS, the Borrower desires to borrow additional money to acquire certain assets relating to Decision Consultants, Inc., and Lender desires to lend additional money to Borrower to acquire such assets of Decision Consultants, Inc;

        WHEREAS, the Borrower and the Lender desire to increase the Loan and modify certain financial covenants set forth in the Loan Agreement;

        WHEREAS, the Borrower and the Lender desire to set forth herein the terms and conditions upon which the Lender will increase the Loan and modify certain financial covenants under the Loan Agreement.

        NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual covenants contained herein and other good and valuable consideration as herein provided, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. MODIFICATION TO LOAN AGREEMENT.

        In consideration of all of the other terms and conditions set forth in this Third Amendment, the Lender hereby agrees to modify the Loan Agreement as follows:

        (a)  Section 1.1(dd) of the Loan Agreement is hereby deleted and replaced with the following:

"Permitted Liens" shall mean (i) statutory liens of mechanics, materialmen or suppliers incurred in the ordinary course of business and securing amounts not yet due or declared to be due by the claimant thereunder, (ii) liens or security interests in favor of Lender, (iii) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property that do not individually or in the aggregate have a material adverse effect on Borrower's ability to use such real property for its intended purpose in connection with Borrower's business, (iv) purchase money security interests (not exceeding $250,000 per calendar year), (v) capital leases (not exceeding $100,000 per calendar year), (vi) tax liens not yet delinquent, (vii) that certain standby letter of credit in the amount of $130,000 issued by Comerica Bank, a Michigan bank corporation, and (viii) the liens set forth on Exhibit "E".

        (b)  Section 1.1(jj) of the Loan Agreement is hereby deleted and replaced with the following:

"Tangible Net Worth" means consolidated stockholder equity plus Subordinated Debt excluding all GAAP intangibles (i.e., goodwill, trademarks, patents, copyrights, organization expenses, and similar intangible items).

        (c)  Section 1.1(y) of the Loan Agreement is hereby deleted and replaced with the following:

"Loan Availability" shall mean, at any time, Sixty Million Dollars ($60,000,000), subject to reductions in the maximum amount of the Commitment from time to time pursuant to Section 2.8, less the aggregate undrawn face amount of the Letters of Credit.

        (d)  Section 2.1 of the Loan Agreement is hereby deleted and replaced with the following:

Commitment. Subject to the terms and conditions of this Agreement and the Other Agreements and provided further that Borrower is not in default thereunder, and prior to the Termination Date, Lender shall, make Loans and / or Letters of Credit to Borrower as Borrower shall from time to time request (the "Commitment"). The aggregate unpaid principal of all Loans outstanding at any one time shall not exceed Sixty Million Dollars ($60,000,000), subject to reductions in the maximum amount of the Commitment from time to time pursuant to Section 2.8, less the aggregate undrawn face amount of the Letters of Credit. If at any time the outstanding principal balance of the Loans exceeds Loan Availability, Borrower shall immediately, and without the necessity of a demand by Lender, pay to Lender such amount as may be necessary to eliminate such excess.

        (e)  Section 2.5(a) of the Loan Agreement is hereby deleted and replaced with the following:

Borrower hereby agrees to pay at the closing of the increased Loan pursuant to this Third Amendment a commitment fee of One Hundred Thousand Dollars ($100,000.00) in connection with the increased Commitment. In the event that the Commitment is amended within thirty-six (36) months of September, 2001, and the revised Commitment does not exceed Sixty Million Dollars ($60,000,000), Lender agrees not to charge any additional Fees for such amendment within such time period (unless the Lender participates the Commitment with another bank); provided, however, Borrower shall be responsible for all legal costs and fees associated with any subsequent amendment(s).

        (f)    Section 2.8(b) of the Loan Agreement is hereby deleted and replaced with the following:

As of September 30, 2002, the Commitment shall automatically be reduced to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) and as of December 31, 2002, and each calendar quarter thereafter, the Commitment shall automatically be reduced in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000).

        (g)  Section 5.1(o) of the Loan Agreement is hereby deleted and replaced with the following:

Borrower currently has loans outstanding, as set forth in Exhibit "L", attached hereto, (i) to shareholders, directors and employees of the Borrower, (ii) to a Subsidiary or Affiliate, or (iii) not in the ordinary course of business to any Person. Borrower shall not make any loans in addition to those set forth on Exhibit "L" (in excess of $3,637,890 in the aggregate outstanding) (i) to shareholders, directors or employees of the Borrower, (ii) to any Subsidiary or Affiliate, or (iii) not in the ordinary course of business to any Person;

Exhibit "L" of the Loan Agreement is hereby modified by this amendment to reflect the correct date (see attached).

        (h)  Section 5.1(t)(i) of the Loan Agreement is hereby deleted and replaced with the following:

Minimum Tangible Net Worth: Borrower will maintain at all times a Minimum Tangible Net Worth as follows: (i) as of June 30, 2002, of not less than One Hundred Million Dollars ($100,000,000), and (ii) as of December 31, 2002, of not less than One Hundred Fifteen Million Dollars ($115,000,000).

        (i)    Section 5.1(t)(iii) of the Loan Agreement is hereby deleted and replaced with the following:

Leverage Ratio. Borrower shall not allow the ratio of Total Funded Indebtedness to EBITDA for the 12-month period ending on the last day of each quarter to exceed (i) 1.75:1 as of June 30, 2002, (ii) 1.25:1 as of September 30, 2002, (iii) 1.00:1 as of December 31, 2002, and (iv) 0.75:1 as of March 31, 2003, and thereafter.

2. MODIFICATION TO NOTE.

        The parties hereby agree that the Note attached to the Loan Agreement shall be amended, replaced and substituted with the form of Note attached hereto as Exhibit "A" (the "Replacement Note"). The Borrower hereby agrees to execute and deliver to Lender the Replacement Note simultaneously with the execution and delivery of this Third Amendment.

3. ASSETS TO BE ACQUIRED; LIENS; SUBORDINATION.

        In connection with Borrower's anticipated acquisition of the assets (the "Assets") of Decision Consultants, Inc., the Assets are encumbered by security agreements and / or financing agreement pursuant to that certain loan between Decision Consultants, Inc., as borrower ("DCI"), and Comerica Bank, a Michigan bank corporation, as lender ("Comerica"), dated December 22, 2000. Borrower hereby agrees that all Assets shall be acquired by Borrower free and clear of all liens or encumbrances of any third party including, but not limited to, Comerica; except the lien of DCI in an amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) and except for Permitted Liens (as defined in the Loan Agreement); provided, however, on or before closing of the increased Loan pursuant to this Third Amendment DCI enters into a subordination agreement in the form attached hereto as Exhibit "B" (the "Subordination Agreement"). Borrower hereby acknowledges and agrees that such assets shall be subject to the security agreement and any financing statements filed in connection therewith as set forth in the Loan Agreement. The Borrower hereby agrees to execute and deliver to Lender such supplemental security agreements and financing statements as may be requested by Lender simultaneously with the execution and delivery of this Third Amendment.

4. NO OTHER COMMITMENT OR MODIFICATION.

        This Third Amendment complies with Section 11.5 of the Loan Agreement. No other terms or conditions of the Loan Agreement or the Loan Documents are modified, altered or amended by this Third Amendment and all remain in full force and effect. The Borrower acknowledges that Lender has not committed to make any further modifications to the Loan Agreement or the Replacement Note beyond the modifications specified herein, and that any further modifications to the Loan Agreement remain in the sole discretion of Lender. The Borrower further acknowledges that Lender has not committed to make any renewal or extension of the Loan and any such renewals or extensions remain in the sole discretion of Lender. This Third Amendment represents the entire agreement between Lender and the Borrower with respect to modifications to the Loan Agreement or the Replacement Note, and supersedes all prior negotiations, discussions and correspondence concerning said extension. This Third Amendment may not be amended or modified except by written instrument executed by all of the parties.

5. BORROWER'S REPRESENTATIONS.

        (a)  Borrower represents and warrants that the recitals set forth above are true and accurate.

        (b)  Borrower represents and warrants that no violations of the Loan Agreement or Loan Documents exist as of the date of this Third Amendment.

        (c)  Borrower confirms the accuracy and restates all representations, warranties and covenants set forth in Article IV of the Loan Agreement.

6. GUARANTOR'S REPRESENTATIONS.

        (a)  Guarantors represent and warrant that they consent to this Third Amendment.

        (b)  Guarantors restate and affirm that their guaranties as set forth in the Loan Agreement and Loan Documents are continuing and are not changed, altered or amended as a result of this Third Amendment.

7. FURTHER ASSURANCE.

        The Borrower and Lender each agrees to execute any and all documents necessary to implement the intent of the parties set forth in the recitals above.

8. MISCELLANEOUS.

        (a)  The Loan Agreement and the Note, as modified herein, remain in full force and effect and are hereby ratified by the Borrower and Lender, and the Borrower is obligated to comply with and perform all Loan covenants set forth therein. Except for the acquisition of the Assets being after acquired property under the security agreement and financing statements previously executed by Borrower, there are no other modifications to any other Loan Document.

        (b)  This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Capitalized terms not defined herein shall have the same meaning as set forth in the Loan Agreement. In the event of any conflict between the Loan Agreement and this Third Amendment, the terms and conditions of this Third Amendment shall control.

        (c)  This Third Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement. Executed copies of this Third Amendment may be delivered by telecopier and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered.

        (d)  This Third Amendment shall be governed by the laws of the State of Colorado as set forth in Section 11.3 of the Loan Agreement and the parties waive any right to a trial by jury in connection with this Third Amendment as set forth in Section 11.8 of the Loan Agreement.

[Signature page to follow]

        IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first above written.

BORROWER:		LENDER:
CIBER, INC., a Delaware corporation		WELLS FARGO BANK, National Association
By:		By:
	,            President		John R. Hall, Vice President
GUARANTORS:
DIGITERRA, INC., a Delaware corporation
By:
	,            President
CIBER ASSOCIATES, INC., a Delaware corporation
By:
	,            President
CIBER INTERNATIONAL, INC., a Delaware corporation
By:
	,            President

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Exhibit 10.2

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

EX-10.3

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Exhibit 10.3

STOCK PURCHASE AGREEMENT

CIBER, Inc.
5251 DTC Parkway, Suite 1400
Greenwood Village, CO 80111

        The undersigned (the "Investor") hereby confirms its agreement with you as follows:

        This Stock Purchase Agreement (the "Agreement") is made as of the date set forth below between CIBER, Inc., a Delaware corporation (the "Company"), and the Investor.

        The Company proposes to sell and issue up to                        shares (the "Shares") of common stock of the Company, $.01 par value per share (the "Common Stock"), subject to adjustment by the Company's Board of Directors, to certain investors in a private placement (the "Offering").

        The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor                        shares, for a purchase price of $            per share, or an aggregate purchase price of $                        , pursuant to the Terms and Conditions for Purchase of Shares attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. Unless otherwise requested by the Investor, certificates representing the Shares purchased by the Investor will be registered in the Investor's name and address as set forth below.

        Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Dated as of:
, 2002

"INVESTOR"

By:

Print Name:

Title:

Address:

AGREED AND ACCEPTED:
CIBER, INC.

By:

Title:

ANNEX I
TERMS AND CONDITIONS FOR PURCHASE OF SHARES

1.    Authorization and Sale of the Shares. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

2.    Agreement to Sell and Purchase the Shares; Subscription Date.

        2.1  At the Closing (as defined in Section 3), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, the number of Shares set forth on the signature page to which these Terms and Conditions for Purchase of Shares are attached as Annex I (the "Signature Page") at the purchase price set forth on such Signature Page.

2.2  The Company proposes to enter into this same form of Stock Purchase Agreement with certain other investors (the "Other Investors") and expects to complete sales of Shares to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and this Agreement and the Stock Purchase Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the "Agreements.") The Company may accept in its sole discretion executed Agreements from Investors for the purchase of Shares commencing upon the date on which the Company provides the Investors with the proposed purchase price per Share and concluding upon the date (the "Subscription Date") on which the Company has (i) executed Agreements with Investors for the purchase of Shares in the amount of at least $15,000,000 and (ii) notified Stifel, Nicolaus & Company, Incorporated (in its capacity as Placement Agent for the Shares, the "Placement Agent") in writing that it is no longer accepting Agreements from Investors for the purchase of Shares.

2.3Independent Investors. The Company acknowledges and agrees that each of the Investors is acting solely in the capacity of an arm's length purchaser with respect to this Agreement and the transactions contemplated hereby and that each Investor has separately negotiated the terms of this Agreement. Nothing contained herein or in any agreement or document relating to this transaction, and no action taken by any Investor, shall be deemed to constitute the Investors as, or to create any presumption that the Investors are in any way acting in concert or as, a group with respect to the obligations or transaction hereunder. No Investor has relied upon any other Investor for advice in entering into the transactions contemplated hereby. Each Investor shall be entitled to independently protect and enforce its rights hereunder

2.4  Investor acknowledges that the Company shall pay the Placement Agent a fee in respect of the sale of Shares to the Investor.

3.    Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at a place and time (the "Closing Date") to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall arrange delivery to the Investor of one or more stock certificates representing the number of Shares set forth on the signature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor. Concurrently with the receipt of such stock certificate(s), Investor shall wire immediately available funds in the amount of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto.

4.    Representations, Warranties and Covenants of the Company. Except as otherwise described in this Agreement, in the Company's annual report filed on Form 10-K for the fiscal year ended December 31, 2001 and all other filings with the Securities and Exchange Commission (the "SEC") since December 31, 2001, including the documents incorporated by reference therein (the "SEC Documents"), in the Company's press releases since December 31, 2001 set forth on Section 4 of the Disclosure Schedule (defined below, the SEC Documents, press releases and this Agreement, including schedules hereto, are collectively referred to herein as the "Company Information"), which qualify the following representations and warranties, other than Section 4.1, 4.2, 4.3 and 4.13 in their entirety, the Company hereby represents and warrants to, and covenants with, the Investor, as follows:

4.1Organization. Each subsidiary of the Company that meets the definition of "Significant Subsidiary" as defined in Rule 1-02(w) of Regulation S-X of the Securities Exchange Act of 1934, as amended (each a "Subsidiary" and collectively "Subsidiaries"), is listed in Section 4.1 of the Company's Disclosure Schedule attached hereto (the "Company Disclosure Schedule"). Each of the Company and its subsidiaries is duly incorporated and validly existing in good standing under the laws of the jurisdiction of its organization, except where the failure to be so duly incorporated and validly existing would not be reasonably likely to result in a material adverse effect upon the business, financial condition, properties, assets or operations of the Company and its subsidiaries on a consolidated basis ("Material Adverse Effect"). Each of the Company and its Subsidiaries has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it owns or leases property or transacts business except where the failure to be so qualified would not be reasonably likely to result in a Material Adverse Effect, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

4.2Due Authorization. The Company has all requisite power and authority to execute, deliver and perform its obligations under the terms of the Agreements (including, without limitation, the issuance of the Shares), and the Agreements have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and legally binding agreements of the Company enforceable against the Company in accordance with their terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3Non-Contravention. The execution and delivery of the Agreements, the issuance and sale of the Shares to be sold by the Company under the Agreements, the fulfillment of the terms of the Agreements and the consummation of the transactions contemplated thereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which they or their property is bound, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect, (ii) the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries, (iii) the charter, by-laws or other organizational documents of the subsidiaries of the Company, other than the Subsidiaries or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Company or any of its subsidiaries or their property, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect, or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the properties or assets of the Company or any of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, which would be reasonably likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States is required for the execution and delivery of the Agreements and the valid issuance and sale of the Shares to be sold pursuant to the Agreements, other than such as have been made or obtained, and except for any securities filings required to be made under federal or state securities laws, which filings, if any, shall be made prior to Closing.

4.4Capitalization. The capitalization of the Company is described in the Company's SEC Documents as of the dates set forth therein. Other than (a) as disclosed in the Company Disclosure Schedule, (b) grants or issuances pursuant to employee benefit plans disclosed in the Company's SEC Documents or (c) as disclosed in the Company's SEC Documents, the Company has not issued any capital stock since December 31, 2001. As of April 25, 2002, the Company had 60,979,503 shares of Common Stock outstanding. The Shares to be sold pursuant to the Agreements have been duly authorized, and when issued and paid for in accordance with the terms of the Agreements, will be duly and validly issued, fully paid and nonassessable. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal, state and foreign securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Company's SEC Documents and other than as set forth in Section 4.4 of the Company Disclosure Schedule, there are no outstanding rights (including, without limitation, preemptive rights), warrants, calls, contracts, demands subscription or other rights or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party and relating to the issuance or sale of any capital stock by the Company, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, registration right, right of first refusal or other similar right exists with respect to the issuance and sale of the Shares. Except as disclosed in the Company's SEC Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party.

4.5Legal Proceedings. There are no legal or governmental proceedings pending, nor, to the knowledge of the Company are any such legal or governmental proceedings threatened, which is, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect, to which the Company or any of its Subsidiaries is a party or of which the business or property of the Company or any of its Subsidiaries is subject that is not disclosed in the Company's SEC Documents.

4.6Absence of Events of Default. Except as set forth in an SEC Document, no "Event of Default" (as defined in any agreement or instrument to which the Company is a party) or similar occurrence that would result in the termination of any material agreement or instrument to which the Company is a party, or the acceleration of any obligation of the Company, and no event which, with notice, lapse of time or both, would constitute an Event of Default (as so defined), has occurred and is continuing that is reasonably likely to result in or cause a Material Adverse Effect.

4.7No Bad Acts. The Company represents and warrants that, to its knowledge, none of its directors or officers is or has been the subject of, or a defendant in: (i) an enforcement action or prosecution (or settlement in lieu thereof) brought by a governmental authority relating to a violation of securities, fiduciary or criminal laws, or (ii) a civil action (or settlement in lieu thereof) brought by stockholders or investors for violation of duties owed to the stockholders or investors.

4.8Title to Property and Assets. The Company owns its property and assets free and clear of all mortgages, liens, loans, claims, charges and encumbrances, except such encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to property and assets it leases, the Company is in material compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, charges, claims or encumbrances, except to the extent where lack of such compliance or any liens, charges, claims or encumbrances is not reasonably likely to result in a Material Adverse Effect.

4.9Employees. To the Company's knowledge, no strike, labor dispute or union organizing activities are pending or threatened against the Company by its employees. No employees belong to a union or collective bargaining unit.

4.10No Violations. Neither the Company nor any of its Subsidiaries is in violation of its charter, bylaws or other organizational document, or in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any of its Subsidiaries, which violation, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect, or is in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or by which the property of the Company or any of its Subsidiaries is bound, which is, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect.

4.11Governmental Permits, Etc. With the exception of the matters which are dealt with separately in Sections 4.1, 4.15, and 4.17, the Company and each of its Subsidiaries have all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department or body that are currently necessary for the operation of the business of the Company and each of its Subsidiaries as currently conducted, except where the failure to currently possess is reasonably likely to result in a Material Adverse Effect.

4.12Intellectual Property. The Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of its Subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any of the Company's Intellectual Property invalid or inadequate to protect the interest of the Company or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, is reasonably likely to result in a Material Adverse Effect.

4.13Financial Statements. The consolidated financial statements of the Company and the related notes contained in the Company's SEC Documents present fairly, in accordance with generally accepted accounting principles, the consolidated financial position of the Company and its subsidiaries as of the dates indicated, and the results of its operations and cash flows for the periods therein specified. Such financial statements (including the related notes) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except as disclosed in the Company's SEC Documents. All liabilities of the Company and its subsidiaries which have, or could reasonably be expected to have, a Material Adverse Effect are set forth in the audited financial statements as of December 31, 2001 contained in the Company's Form 10-K filed on March 15, 2002, except (i) liabilities incurred in connection with the contemplated acquisition of Decision Consultants, Inc., (ii) liabilities incurred in the ordinary course of business subsequent to December 31, 2002, and (iii) liabilities of the type not required under generally accepted accounting principles to be reflected in such financial statements.

4.14No Material Adverse Change. Since December 31, 2001, there has not been (i) any event or circumstance which has resulted or is reasonably likely to result in any Material Adverse Effect, (ii) any obligation or liability, direct or contingent, that is material to the Company or its Subsidiaries on a consolidated basis, incurred by the Company or any of its Subsidiaries, except for obligations incurred in the ordinary course of business or incurred or to be incurred in connection with the Company's proposed acquisition of certain assets of Decision Consultants, Inc. pursuant to the Asset Purchase Agreement (as defined below), (iii) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, or (iv) any loss or damage (whether or not insured) to the physical property of the Company or any of its subsidiaries which has been sustained which is reasonably likely to result in a Material Adverse Effect.

4.15NYSE Compliance. The Company's Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and is listed on The New York Stock Exchange (the "NYSE"), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, or delisting the Common Stock from the NYSE. The Company has not received any notification that, and has no knowledge that, the SEC or any other authority, is contemplating terminating such listing or registration. The Company shall comply with all requirements of the NYSE with respect to the issuance of the Shares and the listing thereof on the NYSE.

4.16Compliance With Securities Laws. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 5 hereof, the offer and sale by the Company of the Shares is exempt from (i) the registration and prospectus delivery requirements of the Securities Act and (ii) the registration requirements of all applicable state securities and "blue sky" laws. The Company has not issued, offered or sold any shares of Common Stock (including for this purpose any securities of the same or a similar class as the Common Stock or any securities convertible into or exchangeable or exercisable for the Common Stock or any such other securities) within the six (6) month period preceding the date hereof or taken any other action, or failed to take any action, that, in any such case, would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale of the Shares as contemplated hereby or (ii) cause the offering of the Shares pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act. The Company shall not directly or indirectly take, and shall not permit any of its directors, officers or Subsidiaries directly or indirectly to take, any action (including, without limitation, any offering or sale to any person or entity of the Shares or any Common Stock) that will make unavailable the exemption from registration under the Securities Act being relied upon by the Company for the offer and sale to the Investors of the Shares as contemplated by this Agreement, including, without limitation, the filing of a registration statement under the Securities Act. No form of general solicitation or advertising within the meaning of Rule 502(c) under the Securities Act has been used or authorized by the Company or any of its officers, directors or Subsidiaries in connection with the offer or sale of the Shares as contemplated by this Agreement or any other agreement to which the Company is a party.

4.17Reporting Status. The Company has filed in a timely manner all documents that the Company was required to file under the Securities Exchange Act during the 12 months preceding the date of this Agreement. All such documents, as of their respective filing dates, complied in all material respects with the requirements of the Securities Exchange Act and the SEC's rules and regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties of the Company in this Agreement did not contain, as of the date of this Agreement, an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.18Foreign Corrupt Practices. Neither the Company, any of its Subsidiaries nor, to the knowledge of the Company, any agent or other person acting on behalf of the Company or any of its Subsidiaries, has (i) directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company, any of its Subsidiaries or made by any person acting on their behalf and of which the Company is aware in violation of law or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

4.19No Manipulation of Stock. Neither the Company nor any of its Subsidiaries or affiliates has taken, nor will they take, in violation of applicable law, any action designed to or that might reasonably be expected to cause or result in unlawful manipulation of the price of the Common Stock, including without limitation, to facilitate the sale or resale of the Shares.

4.20Accountants. KPMG LLP, who expressed their opinion with respect to the consolidated financial statements incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 2001 into the Registration Statement (as defined below) and the Prospectus which forms a part thereof, are independent accountants as required by the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder.

4.21Contracts. Other than any contracts, agreements or arrangements entered into in connection with the contemplated acquisition of certain assets of Decision Consultants, Inc. pursuant to the Asset Purchase Agreement (as defined below), all contracts, agreements and arrangements that should have been disclosed in, or included as exhibits to, all filings made by the Company with the SEC pursuant to the requirements of the Securities Act, or the Exchange Act have been so disclosed or included therein or therewith. The contracts described in, included as exhibits to or incorporated by reference in all filings made by the Company with the SEC that are material to the Company and any of its Subsidiaries are in full force and effect on the date hereof, and neither the Company nor its Subsidiaries, nor, to the Company's knowledge, any other party to such contracts is in breach of or default under any of such contracts which is, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect, and no material terms, obligations, rights or conditions of any such contracts is currently being renegotiated.

4.22Investment Company. The Company is not, and after the sale of the Shares under the Agreements and the application of the net proceeds from such sales will not be, an "investment company" or an entity "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

4.23Insurance. Each of the Company and its Subsidiaries maintains insurance of the types and in the amounts that are reasonable and adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased by the Company or any of its Subsidiaries against theft, damage, destruction and all other risks customarily insured against by similarly situated companies, all of which insurance is in full force and effect.

4.24Offering Materials. Other than the Company Information, the Company, its Subsidiaries and their agents have not distributed and the Company will not distribute, and will cause its Subsidiaries and its or its Subsidiaries' agents not to distribute prior to the Closing Date any offering material in connection with the offering and sale of the Shares. The Company, its Subsidiaries and their agents have not in the past nor will they hereafter take any action to sell, offer for sale or solicit offers to buy any securities of the Company which would, directly or indirectly, bring the offer, issuance or sale of the Shares, as contemplated by this Agreement, within the provisions of Section 5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act.

4.25Opinion of Counsel. The Company shall cause to be delivered to the Investors and the Placement Agent by counsel to the Company a customary legal opinion pertaining to the availability of an exemption from the registration provisions of the Securities Act and other customary legal opinions.

4.26Taxes. The Company and each of its Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns and reports and has paid or accrued all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or threatened against it which would have a Material Adverse Effect. The returns and reports when filed were materially accurate and complete and reflect all taxes and other assessments due thereunder to be paid by the Company, except those contested in good faith. The provision for taxes of the Company included in the provision for accrued liabilities in the Company's audited financial statements that is part of the Company's annual report on Form 10-K filed for the fiscal year ended December 31, 2001 is adequate for taxes due or accrued as of the date thereof.

4.27Lock-up. The Company has entered into lock-up agreements (the "Lock-Up Agreements") with respect to the shares of its common stock to be issued pursuant to the Asset Purchase Agreement dated April 30, 2002, by and among the Company, Decision Consultants, Inc., KTR System, L.P. and The John A. Krasula Trust dated April 1, 1998 (the "Asset Purchase Agreement"). The Lock-Up Agreements are in full force and effect on the date hereof. The material terms of the Lock-Up Agreements are set forth on Section 4.27 to the Company Disclosure Schedule, and the Company hereby covenants and agrees not to waive, modify or terminate any benefit or right to which it is entitled or otherwise granted to it pursuant to the Lock-Up Agreement without the prior written consent of Investors holding not less than 50% of the Shares sold pursuant to this Agreement.

4.28Form S-3 Eligibility. The Company is eligible to register securities for resale with the SEC under a registration statement on Form S-3 promulgated under the Securities Act.

4.29Registration Rights. There are no registration or other similar rights to have any securities registered under the Registration Statement and no other registration rights exist with respect to the issuance or registration of the Shares by the Company under the Securities Act which have not been satisfied.

4.30Related Party Transactions. Other than as set forth in the Company Disclosure Schedule or the SEC Documents, there are no transactions or arrangements of the type required to be reported under Item 404 of Regulation S-K of the Securities Exchange Act.

5.    Representations, Warranties and Covenants of the Investor.

        5.1  The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on the Signature Page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares; (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Signature Page hereto and the Investor Questionnaire attached hereto as Exhibit B for use in preparation of the Registration Statement and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and Exhibit B is expressly incorporated herein by reference; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Shares or until the Company is no longer required to keep the Registration Statement effective; and (vi) the Investor has not received from the Company or Placement Agent any information regarding the Company or the Shares, other than the Company Information. The Investor has carefully considered the potential risks relating to the Company and a purchase of the Shares, and fully understands that the Shares are speculative investments, which involve a high degree of risk of loss of the Investor's entire investment. The Investor understands that (a) its acquisition of the Shares has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, (b) that the Shares therefore cannot be resold unless they are registered under the Act or when an exemption from registration is available, and (c) that the certificates for the Shares will bear a legend stating that they have not been registered under federal or state securities law and cannot be resold unless they are registered or an exemption from registration is available.

5.2  The Investor acknowledges that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. If Investor is not a "U.S. Person" as defined under Regulation S of the Securities Act, the Investor agrees to comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Investor acknowledges that the Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares.

5.3  The Investor covenants not to sell, offer to sell or otherwise transfer the Shares unless (a) the Investor has satisfied the prospectus delivery requirement under the Securities Act, if applicable, (b) the sale or transfer is in compliance with the terms of this Agreement, and (c) such disposition is pursuant to an effective Registration Statement or is exempt from registration under the Securities Act. The Investor acknowledges that the certificates evidencing the Shares will be imprinted with a legend that prohibits their transfer except in accordance therewith. The Investor acknowledges that, subject to Section 7.2, there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the SEC or until the Company has amended or supplemented such Prospectus. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall be permitted to transfer the Shares to any other person or entity that is controlled by such Investor, controls such Investor or is under common control with such Investor, including, any funds or accounts advised by such Investor's investment advisor, provided that the transfer transaction meets the registration requirements of the Securities Act or is exempt from registration under the Securities Act and that the transferee agrees to be bound by the terms hereof.

5.4  The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and legally binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.5  The Investor will not, prior to the effectiveness of the Registration Statement, engage in any hedging transaction effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Shares (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Common Stock of the Company. The Company may impose stop-transfer instructions with respect to the Shares subject to the foregoing restriction until the effectiveness of the Registration Statement.

5.6  The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Shares.

6.    Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and Investors herein shall survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.

7.    Registration of the Shares; Compliance with the Securities Act.

        7.1  Registration Procedures and Expenses.

        (a)  The Company shall:

(i)    subject to receipt of necessary information from the Investors, prepare and file with the SEC, as soon as practicable, but in no event later than 15 business days after the Closing Date, a registration statement on Form S-3 (or in the event that the Company is unable to use Form S-3, then on Form S-1) (the "Registration Statement") to enable the resale of the Shares by the Investors from time to time through the NYSE or in accordance with other methods of distribution described in the Registration Statement, elected by the Investor;

(ii)  use its best efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to become effective as soon as practicable; provided, however, if the SEC reviews the Registration Statement and provides written or verbal comments thereto, the Company shall use its best efforts to cause the Registration Statement to become effective as soon as practicable, but in no event later than 90 days after the Registration Statement is filed by the Company; provided, further that, if the SEC notifies the Company that the Registration Statement will not receive a review or will not require any amendments to the information contained therein, the Company shall use its best efforts to cause the Registration Statement to become effective by the later of 30 days from the date the Registration was filed or 5 business days from the date of such notice from the SEC. If the Registration Statement is not declared effective within ninety (90) days of Closing Date, then each Investor may elect to receive, at the Investor's discretion, from the Company either: (i) an aggregate number of shares of Common Stock equal to 1% of the number of Shares purchased by such Investor hereunder (pro rata in accordance with their initial purchase under this Agreement), for each month (and pro rated for any partial month) after such ninety (90) days that the Registration Statement is not declared effective, up to a maximum aggregate amount of 5% of the Shares purchased by such Investor hereunder or (ii) a fee, as liquidated damages and not as a penalty, equal to 0.0833% of the purchase price paid by such Investor for the Shares set forth on the Signature Page for each day after such ninety (90) days the Registration Statement is not declared effective;

(iii) use its best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement current and continuously effective, subject to Section 7.2, and shall otherwise comply with the provisions of the Securities Act with respect to the registration of the Shares covered by the Registration Statement, for a period not exceeding, with respect to each Investor's Shares purchased hereunder, the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Investor may sell all Shares then held by the Investor pursuant to Rule 144(k) of the Securities Act or (iii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement;

(iv)  furnish to the Placement Agent and to the Investor with respect to the Shares registered under the Registration Statement such number of copies of the Registration Statement, Prospectuses and Preliminary Prospectuses, and each amendment and supplement thereto, in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Investor;

(v)  use best efforts to register and qualify the Shares covered by the Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably appropriate in the opinion of the Company and the managing underwriters, if any, or if reasonably requested by the Investors; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions; and provided further that (notwithstanding anything in this Agreement to the contrary with respect to the bearing of expenses) if any jurisdiction in which any of such Shares shall be qualified shall require that expenses incurred in connection with the qualification therein of any such Shares be borne by the selling Investors, then the selling Investors shall, to the extent required by such jurisdiction, pay their pro rata share of such qualification expenses;

(vi)  bear all expenses in connection with the procedures in this Section 7.1(a) and the registration of the Shares pursuant to the Registration Statement, other than fees and expenses, if any, of counsel or other advisors to the Investors or underwriting discounts, brokerage frees and commissions incurred by the Investors, if any;

(vii) advise the Investors in writing, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(viii)  cause all such Shares registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed, if the listing of such Shares is then permitted under the rules of such exchange, or if no similar securities are then so listed, to cause all such Shares to be listed on a national securities exchange, and promptly furnish to the NYSE and any other such exchange the Prospectus, including any supplements and amendments thereto, if required under Rule 153 of the Securities Act;

(ix)  provide a transfer agent and registrar for all Shares registered pursuant to this Agreement and a CUSIP number for all such Shares, in each case not later than the effective date of such registration and use best efforts to cause the transfer agent to remove restrictive legends on the securities covered by such registration;

(x)  notify the Investor of the effectiveness of the Registration Statement or any post-effective amendment on the date such Registration Statement or post-effective amendment becomes effective;

(xi)  cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing the Shares to be sold and not bearing, unless required by law, any restrictive legends if sold under the Registration Statement; and

(xii) permit counsel to each of the Investors an opportunity to review the Registration Statement and all amendments and supplements thereto prior to their filing with the SEC. The sections of any such Registration Statement with respect to the Investor, the Investor's beneficial ownership of securities of the Company or the Investor's intended method of disposition of the Shares shall contain the information provided to the Company by the Investor.

(b)  With a view to making available to the Investor the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investor to sell Shares to the public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) such date as all of the Investor's Shares may be resold pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as all of the Investor's Shares shall have been resold; (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Investor upon request, as long as the Investor owns any Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the Securities Act and the Exchange Act, (B) a copy of the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Investor of any rule or regulation of the SEC that permits the selling of any such Shares without registration.

(c)  It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 7.1 that such Investor shall furnish to the Company such information regarding itself, the Shares to be sold by Investor, and the intended method of disposition of such securities as shall be required to effect the registration of the Shares.

(d)  The Company understands that the Investor disclaims being an underwriter, but the Investor being deemed an underwriter by the SEC shall not relieve the Company of any obligations it has hereunder, provided, however, that if the Company receives notification from the SEC that the Investor is deemed an underwriter, then the period by which the Company is obligated to submit an acceleration request to the SEC regarding the Registration Statement shall be extended to the earlier of (i) the 90th day after such SEC notification, or (ii) 120 days after the initial filing of the Registration Statement with the SEC.

7.2  Transfer of Shares After Registration; Suspension.

        (a)  The Investor agrees that it will promptly notify the Company of any changes in the information provided to the Company by the Investor for inclusion in the Registration Statement regarding the Investor or its plan of distribution.

(b)  Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Investor copies of any documents filed pursuant to Section 7.2(b)(i); and (iii) promptly inform each Investor that the Company has complied with its obligations in Section 7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Investor to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective).

(c)  Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall promptly deliver a certificate in writing to the Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investor will refrain from selling any Shares pursuant to the Registration Statement (a "Suspension") until the Investor's receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable and, in any event, within 20 business days after delivery of a Suspension Notice to the Investors. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the Investor, the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 7.2(c).

(d)  Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Shares under the Registration Statement as a result of Suspensions (i) during the 30 day period commencing with the date of effectiveness of the Registration Statement, and (ii) on more than two non-consecutive occasions of not more than 45 days each (each such occasion to be separated by not less than 15 business days) in any 12 month period.

(e)  Provided that a Suspension is not then in effect the Investor may sell Shares under the Registration Statement, provided that the Investor has met the Prospectus delivery requirements under the Securities Act in connection with such sale of Shares. Upon receipt of a request therefor, the Company has agreed to provide an adequate number of current Prospectuses to the Investor and to supply copies to any other parties requiring such Prospectuses.

(f)    In the event of a sale of Shares by the Investor, the Investor shall also deliver to the Company's transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit C, so that the Shares may be properly transferred.

7.3  Indemnification. For the purpose of this Section 7.3:

(a)  the term "Investor Affiliate" shall mean any officer, director, agent, employee, fiduciaries, members managers, general or limited partners or affiliate of such Investor, including, without limitation, each person, if any, who controls the Investor or such Investor Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act;

(b)  the term "Registration Statement" shall include any final Prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 7.1; and

(c)  the term "untrue statement" shall include any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i)    To the extent permitted by law, the Company agrees to indemnify and hold harmless each Investor and the Investor Affiliate from and against any losses, claims, damages, costs, expenses (including reasonable fees of counsel and any amounts paid in settlement effected with the Company's prior written consent) or liabilities (each a "Loss," collectively "Losses") to which such Investor or the Investor Affiliate may become subject (under the Securities Act or otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon (i) in the case of the Registration Statement or Prospectus or in any amendments or supplements thereto, any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Exchange Act of 1934 (the "Exchange Act") or state securities laws, or (ii) any failure by the Company to fulfill any undertaking included in the Registration Statement, and the Company will reimburse such Investor or Investor Affiliate for any reasonable legal or other expenses or costs reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim as and when such expenses are incurred, provided, however, that the Company shall not be liable in any such case to the extent that such Loss arises out of, or is based upon, an untrue statement made in such Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Investor or any Investor Affiliate specifically for use in preparation of the Registration Statement or the failure of such Investor or Investor Affiliate to comply with its covenants and agreements contained in Sections 5.1, 5.2, 5.3 or 7.2 hereof or any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Investor prior to the pertinent sale or sales by the Investor.

(ii)  To the extent permitted by law, the Investor agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any Losses (including reasonable fees of counsel and any amounts paid in settlement effected with the Investor's prior written consent) to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any failure by the Investor or any Investor Affiliate to comply with the covenants and agreements contained in Section 5.1, 5.2, 5.3 or 7.2 hereof, or (ii) in the case of the Registration Statement or Prospectus or any amendments or supplements thereto; any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading if such untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Investor specifically for use in preparation of the Registration Statement; provided, however, that the Investor shall not be obligated to indemnify the Company pursuant to this provision in excess of the amount that is equal to the gross amount received by the Investor from a sale of the Shares. The Investor will reimburse the Company (or such officer, director or controlling person), as the case may be, for any reasonable legal or other expenses or costs reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim when and as such expenses are incurred.

(iii) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 7.3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 7.3 (except to the extent that such omission materially and adversely affects the indemnifying party's ability to defend such action) or from any liability otherwise than under this Section 7.3. Subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof and provided that counsel is reasonably satisfactory to such indemnified person, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that if there exists or may exist a conflict of interest that would make it inappropriate, in the reasonable judgment of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not be unreasonably withheld or delayed. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all liability on claims that are the subject matter of such proceeding.

(iv)  If the indemnification provided for in this Section 7.3 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any Losses (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Losses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Investors on the other in connection with the statements or omissions or other matters which resulted in such Losses (or actions in respect thereof). The relative fault shall be determined by reference to, among other things, in the case of an untrue statement, whether the untrue statement relates to information supplied by the Company on the one hand or an Investor on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement. The Company and the Investors agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Investors were treated as one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the Losses (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Investor shall be required to contribute any amount in excess of the amount by which the gross amount received by the Investor from the sale of the Shares to which such Loss relates exceeds the amount of any damages which such Investor has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Investors' obligations in this subsection to contribute are several in proportion to their sales of Shares to which such loss relates and not joint.

(v)  The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7.3, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7.3 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement as required by the Act and the Exchange Act. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the provisions of this Section 7.3, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 7.3 and further agree not to attempt to assert any such defense.

7.4  Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

7.5  Information Available. So long as the Registration Statement is effective covering the resale of Shares owned by the Investor, the Company will furnish to the Investor:

(a)  as soon as practicable after it is available, one copy of (i) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public accountants) and (ii) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K (the foregoing, in each case, excluding exhibits);

(b)  upon the reasonable request of the Investor, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 7.5 as filed with the SEC and all other information that is made available to shareholders; and

(c)  upon the reasonable request of the Investor, an adequate number of copies of the Prospectuses to supply to any other party requiring such Prospectuses; and the Company, upon the reasonable request of the Investor, will meet with the Investor or a representative thereof at the Company's headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Shares and will otherwise cooperate with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor's exposure to liability under the Securities Act, including the reasonable production of information at the Company's headquarters; provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality agreement with respect thereto in form and substance reasonably satisfactory to the Company.

8.    Conditions Precedent.

        8.1  Conditions to the Obligation of the Investor to Consummate the Closing. The obligation of the Investor to consummate the Closing and to purchase and pay for the Shares being purchased by it pursuant to this Agreement is subject to the satisfaction of the following conditions precedent (or waiver by the Investor); provided, however, that except for Section 8.1(i), the Investor's obligation to consummate the Closing is not conditioned upon purchases by any of the Other Investors.

(a)  The representations and warranties contained herein of the Company shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by each Investor that, in the case of any representation and warranty of the Company contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section 8).

(b)  Prior to the Closing Date, no Material Adverse Event shall have occurred and the Company shall have performed in all material respects all covenants, agreements, obligations and conditions herein required to be performed or observed by the Company on or prior to the Closing Date.

(c)  No suit, action, or other proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending.

(d)  The purchase of and payment for the Shares by such Investors shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby (including, without limitation, the issuance of the Shares) shall have been duly obtained or made and shall be in full force and effect.

(e)  The Company shall have complied with all applicable requirements of federal and state securities or "blue sky" laws with respect to the issuance of the Shares.

(f)    A certificate shall have been delivered by the Company, signed by its President or Chief Executive Officer, to the effect that: (i) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, as though newly made on and as of that date (except for representations and warranties which speak as of the date of the Agreement or as of another specific date or period covered thereby) and (ii) the Company has performed or complied with, in all material respects, all of its covenants contained in this Agreement and required to be performed or complied with on or before Closing Date.

(g)  The Company shall have delivered to such Investors the opinion of counsel for the Company referred to in Section 4.25, dated the Closing Date.

(h)  A single stock certificate or stock certificates shall have been delivered by the Company, subject to concurrent payment of the purchase price for the Shares by Investor, registered in the name of such Investor or nominee as designated by such Investor in writing, representing the number of shares of Common Stock purchased by such Investor, free of all restrictive and other legends (except as provided in Section 5.1 hereof and otherwise in the form of good delivery).

(i)    Investors shall have agreed, and the Company shall have accepted, pursuant to the terms hereof, to purchases of Shares by the Investors, in one or more Closings, an amount that equals or exceeds an aggregate purchase of $15,000,000.

8.2  Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell to the Investor the Shares to be purchased by it at the Closing is subject to the satisfaction of the following conditions precedent:

(a)  The representations and warranties contained herein of such Investor shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of each Investor contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects in order to satisfy as to such representation or warranty the condition precedent set forth in the foregoing provisions of this Section.

(b)  The Investor shall have performed in all material respects all obligations and conditions herein required to be performed or observed by it on or prior to the Closing Date.

(c)  No suit, action or proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any court, arbitrator or governmental body, agency or official and shall be pending.

(d)  The sale of the Shares by the Company shall not be prohibited by any law or governmental order or regulation. All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the transactions contemplated hereby shall have been duly obtained or made and shall be in full force and effect.

(e)  Such Investor shall have executed and delivered to the Company a Investor Questionnaire, in substantially the form attached hereto as Exhibit B, pursuant to which each such Investor shall provide information necessary to confirm each such Investor's status as a Qualified Institutional Buyer (as such term is defined in Rule 144A promulgated under the Securities Act).

(f)    The Company shall have received executed agreements from each of the Investors.

(g)  The Company shall have received by wire transfer of immediate available funds the full purchase price for the Shares being purchased hereunder as set forth on the Signature Page.

(h)  Investors shall have agreed, and the Company shall have accepted, pursuant to the terms hereof, to purchases of Shares by the Investors, in one or more Closings, an amount that equals or exceeds an aggregate purchase of $15,000,000.

9.    Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, (iv) if delivered by facsimile on a business day during normal business hours, upon electric confirmation of receipt or, if not, the next business day thereafter and shall be delivered as addressed as follows:

(a)  if to the Company, to:

CIBER, Inc.
5251 DTC Parkway, Suite 1400
Greenwood Village, CO 80111

Attn: Mac J. Slingerlend
Chief Executive Officer
Phone: (303) 220-0100
Telecopy: (303) 267-3899

(b)  with a copy mailed to:

Brobeck Phleger & Harrison LLP
370 Interlocken Blvd., Suite 500
Broomfield, CO 80021

Attn: Paul Hilton
Phone: (303) 410-2001
Telecopy: (303) 410-2199

(c)  if to the Investor, at its address on the Signature Page hereto, or at such other address or addresses as may have been furnished to the Company in writing.

10.  Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

11.  Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.

12.  Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

13.  Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Colorado, without giving effect to the principles of conflicts of law.

14.  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

15.  Confidential Disclosure Agreement. Notwithstanding any provision of this Agreement to the contrary, any confidential disclosure agreement previously executed by the Company and the Investor in connection with the transactions contemplated by this Agreement shall remain in full force and effect in accordance with its terms following the execution of this Agreement and the consummation of the transactions contemplated hereby.

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Exhibit 10.3

STOCK PURCHASE AGREEMENT

EX-99.1

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Exhibit 99.1

CIBER, Inc.
5251 DTC Parkway, Suite 1400
Greenwood Village, CO 80111
www.ciber.com

For Immediate Release	Contacts:	Doug Eisenbrandt	Lisa Kerby
		Investor Relations	Media Relations
		303-220-0100	303-220-0100
		deisenbrandt@ciber.com	lkerby@ciber.com

CIBER CLOSES DCI ACQUISITION

        GREENWOOD VILLAGE, Colo.—May 6, 2002—CIBER, Inc. (NYSE: CBR) today announced the closing, effective April 30, 2002, of the acquisition of Decision Consultants, Inc. (DCI), a $100 million national information technology (IT) services company.

        "The closing of this combination went very smoothly. Since first announcing it on April 8, we proceeded to structure and close the financial pieces. There was strong demand for the equity piece, led by Stifel Nicolaus and RW Baird, totaling $15 million dollars. Wells Fargo, our commercial bank, increased their facility by more than $20 million in a very timely manner. We are grateful to all of these participants," said Mac Slingerlend, president and chief executive officer, CIBER. "In addition, "thanks" to Wachovia Securities and Updata Capital, who assisted CIBER's review of the combination, and Thatcher Penn Group, who aided Jack Krasula and DCI.

        "We are pleased to get this done in a very tough stock market environment," Slingerlend continued. "The IT services sector, which has been demand challenged for almost three years, is showing sparks of a comeback. We believe CIBER is well prepared and the DCI acquisition is timely. We continue to believe the combination will be accretive in 2002, beginning in July, after duplicate costs have been removed.

        CIBER, Inc. (NYSE: CBR) is a leading international, system integration consultancy, providing IT services for Internet strategy and development, complete life cycle system support (from customer quotation through cash collection), with superior value-priced services for both private and government sector clients. CIBER's services are offered on a project or strategic staffing basis, in both custom and enterprise resource planning (ERP) package environments, and across all technology platforms, operating systems and infrastructures. Founded in 1974, the company's consultants now serve client businesses from 50 CIBER, 10 DigiTerra and five Solution Partners offices in the U.S., Canada and Europe. With offices in seven countries, CIBER's 6,000 IT specialists continuously build and upgrade our clients' systems to "competitive advantage status."

        This news release may include statements that may constitute "forward-looking statements," including estimates of future business prospects or financial results and statements containing the words "believe," "expect," or similar expressions. Any forward-looking statements herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are many factors that could cause actual results of CIBER and its subsidiaries (collectively, the "Company") to differ materially from forward-looking statements. Please refer to a discussion of these factors in the Company's Annual Reports on Form 10-K, 10-Qs and other Securities and Exchange Commission filings, which are incorporated herein by reference. The Company disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. CIBER and the CIBER logo are trademarks or registered trademarks of CIBER, Inc.

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Exhibit 99.1

CIBER CLOSES DCI ACQUISITION